Large OSI-led investor group discloses 9.8% NextNav (NN) ownership in 13G/A

Rhea-AI Filing Summary

NextNav Inc. received an updated ownership report from OSI Capital Management and related entities showing a sizable passive stake in the company. The reporting group, led by Black Feathers, L.P., may be deemed to beneficially own 13,260,166 shares of common stock, equal to 9.8% of the class.

This total includes 13,235,166 common shares and 25,000 warrants exercisable for 25,000 additional shares at $11.50 per share, with the warrants expiring on October 28, 2026. The ownership percentage is calculated against 134,829,088 shares outstanding as of November 3, 2025. The investors certify the holding is not for the purpose of changing or influencing control of NextNav.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

NextNav Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

65345N106

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 65345N106

1

Names of Reporting Persons

OSI Capital Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,260,166.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,260,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,260,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.8 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of common stock, par value $0.0001 per share ("Common Stock"), and (ii) 25,000 warrants ("Warrants") that are exercisable for 25,000 shares of Common Stock ("Warrant Shares"), all of which are directly held by Black Feathers, L.P. ("Black Feathers"). The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

CUSIP No. 65345N106

1

Names of Reporting Persons

Black Feathers, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,260,166.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,260,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,260,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.8 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

CUSIP No. 65345N106

1

Names of Reporting Persons

Edward Neil Halliday

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,260,166.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,260,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,260,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

CUSIP No. 65345N106

1

Names of Reporting Persons

Tivin Turchiaro

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,260,166.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,260,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,260,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

CUSIP No. 65345N106

1

Names of Reporting Persons

Roderick M. Forrest

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,260,166.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,260,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,260,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NextNav Inc.
(b)	Address of issuer's principal executive offices: 11911 Freedom Dr., Ste. 200, Reston, Virginia 20190
Item 2.
(a)	Name of person filing: This Amendment No. 2 (this "Amendment") to the Schedule 13G originally filed on May 26, 2023, as amended by Amendment No. 1 filed on February 13, 2024, is jointly filed by: 1. OSI Capital Management LLC ("OSI"), as the general partner of Black Feathers, L.P. ("Black Feathers"), with respect to the shares of Common Stock of NextNav Inc. (the "Issuer") directly held by Black Feathers; 2. Black Feathers with respect to the shares of Common Stock of the Issuer directly held by Black Feathers; 3. Edward Neil Halliday ("Halliday"), as a manager of OSI, the general partner of Black Feathers, with respect to the shares of Common Stock directly held by Black Feathers; 4. Tivin Turchiaro ("Turchiaro"), as a manager of OSI, the general partner of Black Feathers, with respect to the shares of Common Stock directly held by Black Feathers; and 5. Roderick M. Forrest ("Forrest" and collectively with Halliday and Turchiaro, the "OSI Managers"), as a manager of OSI, the general partner of Black Feathers, with respect to the shares of Common Stock directly held by Black Feathers. OSI, Black Feathers and the OSI Managers are hereinafter collectively referred to as the "Reporting Persons". The Reporting Persons are filing this Amendment jointly, but not as members of a group, and each disclaims membership in a group.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is: c/o OSI Capital Management LLC 'Victoria Place' 31 Victoria Street Hamilton, HM 10 Bermuda
(c)	Citizenship: OSI is a Delaware limited liability company. Black Feathers is a Bermuda limited partnership. Halliday and Forrest are citizens of the United Kingdom. Turchiaro is a citizen of Canada.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 65345N106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: OSI, as the general partner of Black Feathers, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers. OSI, as the general partner of Black Feathers, and the OSI Managers, as managers of OSI, have the shared power to vote, or to direct the vote of, and to dispose of, or to direct the disposition of, the shares of Common Stock directly held by Black Feathers. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers. The filing of this Amendment shall not be construed as an admission that OSI or any OSI Manager is, for purposes of Section 13(d) or 13(g) of the Act, a beneficial owner of any of the shares of Common Stock covered by this Amendment. Each of the Reporting Persons may be deemed to beneficially own the 13,260,166 shares of Common Stock directly held by Black Feathers, which consist of (i) 13,235,166 shares of Common Stock and (ii) 25,000 warrants that are exercisable for 25,000 shares of Common Stock.
(b)	Percent of class: 9.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 13,260,166
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 13,260,166
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

OSI Capital Management LLC

Signature:	/s/ Edward Neil Halliday
Name/Title:	Edward Neil Halliday, Manager
Date:	02/17/2026

Black Feathers, L.P.

Signature:	/s/ Edward Neil Halliday
Name/Title:	Edward Neil Halliday, Manager of the General Partner
Date:	02/17/2026

Edward Neil Halliday

Signature:	/s/ Edward Neil Halliday
Name/Title:	Edward Neil Halliday
Date:	02/17/2026

Tivin Turchiaro

Signature:	/s/ Tivin Turchiaro
Name/Title:	Tivin Turchiaro
Date:	02/17/2026

Roderick M. Forrest

Signature:	/s/ Roderick M. Forrest
Name/Title:	Roderick M. Forrest
Date:	02/17/2026

FAQ

What does the Schedule 13G/A filing disclose about OSI’s stake in NextNav (NN)?

The filing shows OSI Capital Management, Black Feathers, L.P., and related managers may be deemed to beneficially own 13,260,166 NextNav shares, representing 9.8% of the common stock. This reflects a significant but non-controlling ownership position in the company.

How is the 9.8% ownership stake in NextNav (NN) calculated in this filing?

The 9.8% stake is based on 13,260,166 shares deemed beneficially owned compared to 134,829,088 NextNav common shares outstanding as of November 3, 2025, as reported in the company’s Form 10-Q filed on November 6, 2025.

What securities do OSI and Black Feathers hold in NextNav (NN)?

The group’s position consists of 13,235,166 shares of NextNav common stock plus 25,000 warrants exercisable for 25,000 additional shares at $11.50 per share. The warrants became exercisable on November 27, 2021 and expire on October 28, 2026.

Are OSI and related parties seeking control of NextNav (NN) through this stake?

No. The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of NextNav, and are not part of any control-related transaction, other than activities tied to director nominations under specific SEC rules.

Who are the reporting persons in the NextNav (NN) Schedule 13G/A Amendment No. 2?

The filing is jointly submitted by OSI Capital Management LLC, Black Feathers, L.P., and individuals Edward Neil Halliday, Tivin Turchiaro, and Roderick M. Forrest. They are collectively termed the “Reporting Persons” but expressly disclaim acting as a group.

What voting and dispositive powers do the reporting persons have over NextNav (NN) shares?

The reporting persons report shared power to vote and dispose of 13,260,166 NextNav shares and no sole power. OSI and its managers may be deemed to control voting and disposition of shares directly held by Black Feathers, L.P.