STOCK TITAN

NextNav (NN) — Fortress/FIG entities report shared ownership of up to 22.1M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

NextNav Inc. amendment to Schedule 13G/A reporting beneficial ownership by Fortress-related entities

The filing lists multiple reporting persons organized under Fortress/FIG that collectively report shared dispositive and voting power over 22,058,944 shares for certain entities and other reported holdings of 15,658,944 and 11,678,054 shares in cover-page rows. The percentages are calculated on 136,436,939 shares outstanding as of May 11, 2026. The reported amounts assume conversion of the NNAV-CNV Notes into 3,980,890 shares and exercise of NNAV-P warrants into 3,900,000 shares.

Positive

  • None.

Negative

  • None.

Insights

Fortress-affiliated entities disclose large shared holdings and derivative conversions assumed in percent calculations.

The amendment enumerates a chain of related entities that may be deemed to beneficially own up to 22,058,944 shares in certain cover-page rows, with other rows showing 15,658,944 and 11,678,054. The filing explicitly ties percentages to May 11, 2026 outstanding shares and states conversion/exercise assumptions of 3,980,890 and 3,900,000 shares.

Cash-flow treatment and any planned dispositions are not disclosed in the excerpt; subsequent filings would show actual sales or conversions. Watch for future Form 4s or amendments that report any open-market transactions or actual conversions.

Shares outstanding 136,436,939 shares as of May 11, 2026
Reported shared holdings (example) 22,058,944 shares shared dispositive/voting power shown on multiple cover-page rows
Reported holding (other example) 15,658,944 shares cover-page row for FCOF V CDG Investments LLC
Reported holding (other example) 11,678,054 shares cover-page rows for FCOF V UST LLC and CF NNAV-E LLC
NNAV-CNV Notes conversion 3,980,890 shares assumed conversion of 5.00% Senior Secured Convertible Notes due 2028
NNAV-P warrants exercisable 3,900,000 shares warrants exercisable at $12.56 - $20.00 per share
beneficially own regulatory
"may therefore be deemed to beneficially own the Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
convertible notes financial
"5.00% Senior Secured Convertible Notes due 2028"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
warrants exercisable financial
"warrants exercisable for 3,900,000 shares of Common Stock"
shared dispositive power regulatory
"Shared Dispositive Power 22,058,944.00"





65345N106

(CUSIP Number)
03/31/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




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FIG Buyer GP LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FCOF V UST LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FCOF V CDG Investments LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FCO Fund V GP LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
Fortress Credit Opportunities V Advisors LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
Hybrid GP Holdings LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
Hybrid GP Holdings (Cayman) LLC
Signature:/s/ David N. Brooks
Name/Title:By: Hybrid GP Holdings LLC, By: David N. Brooks, Secretary
Date:05/15/2026
FIG LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
Fortress Operating Entity I LP
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FIG Blue LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
Fortress Investment Group LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FINCO I Intermediate Holdo LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FINCO I LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
FIG Parent, LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026
Foundation Holdco LP
Signature:/s/ David N. Brooks
Name/Title:By: FIG Buyer GP, LLC, its general partner, By: David N. Brooks, Secretary
Date:05/15/2026
CF NNAV-E LLC
Signature:/s/ David N. Brooks
Name/Title:David N. Brooks, Secretary
Date:05/15/2026

FAQ

What stake does Fortress report in NextNav (NN)?

The filing reports shared dispositive power over 22,058,944 shares in certain cover-page rows. Percentages are calculated on 136,436,939 shares outstanding as of May 11, 2026, with conversion/exercise assumptions noted.

Do the reported holdings include convertible notes or warrants for NN?

Yes. The amounts assume conversion of NNAV-CNV Notes into 3,980,890 shares and exercise of NNAV-P warrants into 3,900,000 shares. Exercise prices for the warrants range from $12.56 to $20.00 per share.

How were the ownership percentages calculated in the Schedule 13G/A for NN?

Percentages use 136,436,939 shares outstanding as of May 11, 2026 as reported by the issuer. The filing states the percentages assume the stated note conversions and warrant exercises.

Which entities are listed as reporting persons for NextNav (NN)?

Multiple Fortress-related entities are listed, including FIG Buyer GP LLC, FCOF V UST LLC, FCOF V CDG Investments LLC, FCO Fund V GP LLC, and related holding companies, each claiming beneficial ownership through the organizational chain.

Does this filing show any sale or purchase transactions in NN shares?

No. The amendment reports beneficial ownership and conversion/exercise assumptions; it does not disclose any actual purchases or sales in the provided excerpt.