NextNav (NN) director-linked entities convert 2028 notes and exercise Public Warrants

Rhea-AI Filing Summary

NEXTNAV INC. director Subin Neil S, through affiliated entities, increased his reported common stock exposure by exercising warrants and converting notes, rather than trading shares in the open market. Entities managed through MILFAM structures are the ones that transacted.

Persian Road I, LP converted $6,300,000 principal amount of 5.00% Senior Secured Convertible Notes due 2028 into 502,707 shares of common stock at $12.56 per share, with part of the shares reflecting accrued interest. MILFAM Investments LLC cash‑exercised 250,000 Public Warrants at $11.50 per share, receiving 250,000 common shares.

Following these exercises and conversions, indirect holdings reported through MILFAM Investments rose to 2,765,213 shares, indirect holdings through Persian Road to 502,707 shares, and direct holdings to 168,892 shares, including 7,550 restricted shares vesting on May 1, 2027. The reporting person disclaims beneficial ownership beyond any pecuniary interest.

Insights

Corporate securities lawyer

Entities linked to a NextNav director converted notes and exercised warrants, eliminating derivatives and boosting reported common stock holdings.

Affiliated entities of NextNav director Subin Neil S converted 5.00% Senior Secured Convertible Notes and exercised Public Warrants into common stock. These are derivative exercises and conversions, not open‑market purchases or sales, so they mainly change the form of exposure rather than overall economic stake.

Persian Road I, LP turned $6.3M of 2028 Notes into 502,707 shares, while MILFAM Investments LLC cash‑exercised 250,000 Public Warrants at $11.50. The issuer’s elections to redeem both the notes and warrants set hard deadlines, effectively prompting these actions before June 23, 2026 for the notes and June 26, 2026 for the warrants.

After these moves, the filing shows 2,765,213 indirect shares via MILFAM Investments, 502,707 indirect shares via Persian Road, and 168,892 direct shares, including 7,550 restricted shares vesting on May 1, 2027. The reporting person disclaims beneficial ownership except to the extent of pecuniary interest, and no remaining derivative position is listed. Overall, this appears as a structurally driven clean‑up of derivative instruments with neutral informational impact.

Insider Trade Summary

752,707 shares exercised/converted

Mixed 5 txns

Insider SUBIN NEIL S

Role null

Type	Security	Shares	Price	Value
X	Warrants	250,000	$0.00	--
X	Common Stock	250,000	$11.50	$2.88M
Conversion	5.00% Senior Secured Convertible Notes due 2028	502,707	$0.00	--
Conversion	Common Stock	502,707	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Warrants — 0 shares (Indirect, MILFAM Investments LLC); Common Stock — 2,765,213 shares (Indirect, MILFAM Investments LLC); 5.00% Senior Secured Convertible Notes due 2028 — 0 shares (Indirect, Persian Road I, LP); Common Stock — 168,892 shares (Direct, null)

Footnotes (1)

1. The Reporting Person is Manager of MILFAM LLC. MILFAM LLC is the manager of MILFAM GP LLC, the general partner of Persian Road I, LP, a limited partnership ("Persian Road"). Pursuant to a Note Purchase Agreement with NextNav Inc. (the "Issuer"), dated March 12, 2025 (the "NPA"), Persian Road purchased $6,300,000 aggregate principal amount of the Issuer's 5.00% Senior Secured Convertible Notes due 2028 (the "2028 Notes"), at a price of 100% of the principal amount. The 2028 Notes are convertible, as of the date of issue on March 27, 2025, into the Issuer's shares of common stock, $0.0001 par value per share (the "Common Stock"), at a price of $12.56 per share. The 2028 Notes originally had a maturity date of June 30, 2028. On June 15, 2026, the Issuer elected to redeem all outstanding 2028 Notes pursuant to their terms, which accelerated the last date for their conversion to June 23, 2026. Persian Road converted the 2028 Notes prior to such redemption deadline. The Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The Reporting Person previously reported beneficial ownership of 2028 Notes representing the number of shares into which the principal amount was convertible. At the time of conversion, the 2028 Notes converted into 502,707 shares of Common Stock, consisting of 501,592 shares attributable to outstanding principal and the remaining shares attributable to accrued but unpaid interest. Accordingly, the number of shares of Common Stock acquired upon conversion exceeds the number of shares initially reported as underlying the 2028 Notes. The Reporting Person is the Manager of MILFAM LLC. MILFAM LLC is the manager of MILFAM Investments LLC ("MILFAM Investments"). The Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Represents the cash exercise of 250,000 warrants (the "Public Warrants") to purchase shares of the Issuer's Common Stock at an exercise price of $11.50 per share, pursuant to the terms of the Amended and Restated Warrant Agreement, dated as of October 28, 2021 (the "Warrant Agreement"), by and among Spartacus Acquisition Corporation, the Issuer, and Continental Stock Transfer & Trust Company, as warrant agent. MILFAM Investments paid the aggregate exercise price in cash and received 250,000 shares of Common Stock upon exercise. No separate consideration was received for the Public Warrants upon exercise. The Public Warrants became exercisable 30 days after the completion of the Issuer's initial business combination, which closed on October 28, 2021 (the "Business Combination"). The Public Warrants originally had an expiration date five years after the completion of the Business Combination. On May 27, 2026, the Issuer announced that it elected to redeem all outstanding Public Warrants, and set a redemption date of June 26, 2026 (the "Redemption Date"). Holders of Public Warrants may exercise their Public Warrants for cash at the exercise price at any time prior to 5:00 p.m. New York City time on the Redemption Date, in accordance with the terms of the Warrant Agreement. MILFAM Investments exercised the Public Warrants prior to such redemption deadline. Includes 7,550 restricted shares, 100% of which will vest on May 1, 2027, subject to the Reporting Person's continued service through the applicable vesting date.

Key Figures

Notes principal: $6,300,000 5.00% notes Note conversion shares: 502,707 shares Notes conversion price: $12.56 per share +5 more

8 metrics

Notes principal $6,300,000 5.00% notes Purchased under Note Purchase Agreement, convertible into common stock

Note conversion shares 502,707 shares Shares of common stock issued upon 2028 Notes conversion

Notes conversion price $12.56 per share Conversion price for 5.00% Senior Secured Convertible Notes due 2028

Warrants exercised 250,000 warrants Public Warrants exercised for common stock

Warrant exercise price $11.50 per share Cash exercise price for Public Warrants

Indirect MILFAM holdings 2,765,213 shares Common stock indirectly held through MILFAM Investments LLC after transactions

Indirect Persian Road holdings 502,707 shares Common stock indirectly held through Persian Road I, LP after conversion

Direct holdings 168,892 shares Common stock held directly, including restricted shares vesting May 1, 2027

Key Terms

5.00% Senior Secured Convertible Notes due 2028, Public Warrants, Note Purchase Agreement, Redemption Date, +1 more

5 terms

5.00% Senior Secured Convertible Notes due 2028 financial

"Persian Road purchased $6,300,000 aggregate principal amount of the Issuer's 5.00% Senior Secured Convertible Notes due 2028"

Public Warrants financial

"Represents the cash exercise of 250,000 warrants (the "Public Warrants") to purchase shares of the Issuer's Common Stock"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

Note Purchase Agreement financial

"Pursuant to a Note Purchase Agreement with NextNav Inc. (the "Issuer"), dated March 12, 2025"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

Redemption Date financial

"set a redemption date of June 26, 2026 (the "Redemption Date")"

The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.

restricted shares financial

"Includes 7,550 restricted shares, 100% of which will vest on May 1, 2027"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 08:10 PM Accepted by SEC EDGAR 06/24/2026 - 08:10 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SUBIN NEIL S

(Last) (First) (Middle)

11911 FREEDOM DR.

STE. 200

(Street)

RESTON VIRGINIA 20190

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/22/2026		C(2)		502,707(3)	A	$0	502,707	I	Persian Road I, LP(1)
Common Stock	06/23/2026		X(5)		250,000	A	$11.5	2,765,213	I	MILFAM Investments LLC(4)
Common Stock								168,892(8)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5.00% Senior Secured Convertible Notes due 2028	$12.56	06/22/2026		C(2)			502,707(3)	(2)	(2)	Common Stock	502,707(3)	$0	0	I	Persian Road I, LP(1)
Warrants	$11.5	06/23/2026		X(5)			250,000	(6)	(7)	Common Stock	250,000	$0	0	I	MILFAM Investments LLC(4)

Explanation of Responses:

1. The Reporting Person is Manager of MILFAM LLC. MILFAM LLC is the manager of MILFAM GP LLC, the general partner of Persian Road I, LP, a limited partnership ("Persian Road").

2. Pursuant to a Note Purchase Agreement with NextNav Inc. (the "Issuer"), dated March 12, 2025 (the "NPA"), Persian Road purchased $6,300,000 aggregate principal amount of the Issuer's 5.00% Senior Secured Convertible Notes due 2028 (the "2028 Notes"), at a price of 100% of the principal amount. The 2028 Notes are convertible, as of the date of issue on March 27, 2025, into the Issuer's shares of common stock, $0.0001 par value per share (the "Common Stock"), at a price of $12.56 per share. The 2028 Notes originally had a maturity date of June 30, 2028. On June 15, 2026, the Issuer elected to redeem all outstanding 2028 Notes pursuant to their terms, which accelerated the last date for their conversion to June 23, 2026. Persian Road converted the 2028 Notes prior to such redemption deadline. The Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. The Reporting Person previously reported beneficial ownership of 2028 Notes representing the number of shares into which the principal amount was convertible. At the time of conversion, the 2028 Notes converted into 502,707 shares of Common Stock, consisting of 501,592 shares attributable to outstanding principal and the remaining shares attributable to accrued but unpaid interest. Accordingly, the number of shares of Common Stock acquired upon conversion exceeds the number of shares initially reported as underlying the 2028 Notes.

4. The Reporting Person is the Manager of MILFAM LLC. MILFAM LLC is the manager of MILFAM Investments LLC ("MILFAM Investments"). The Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

5. Represents the cash exercise of 250,000 warrants (the "Public Warrants") to purchase shares of the Issuer's Common Stock at an exercise price of $11.50 per share, pursuant to the terms of the Amended and Restated Warrant Agreement, dated as of October 28, 2021 (the "Warrant Agreement"), by and among Spartacus Acquisition Corporation, the Issuer, and Continental Stock Transfer & Trust Company, as warrant agent. MILFAM Investments paid the aggregate exercise price in cash and received 250,000 shares of Common Stock upon exercise. No separate consideration was received for the Public Warrants upon exercise.

6. The Public Warrants became exercisable 30 days after the completion of the Issuer's initial business combination, which closed on October 28, 2021 (the "Business Combination").

7. The Public Warrants originally had an expiration date five years after the completion of the Business Combination. On May 27, 2026, the Issuer announced that it elected to redeem all outstanding Public Warrants, and set a redemption date of June 26, 2026 (the "Redemption Date"). Holders of Public Warrants may exercise their Public Warrants for cash at the exercise price at any time prior to 5:00 p.m. New York City time on the Redemption Date, in accordance with the terms of the Warrant Agreement. MILFAM Investments exercised the Public Warrants prior to such redemption deadline.

8. Includes 7,550 restricted shares, 100% of which will vest on May 1, 2027, subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ James S. Black, by power of attorney	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What transactions did entities linked to NextNav (NN) director Subin Neil S report?

Entities associated with director Subin Neil S converted 5.00% Senior Secured Convertible Notes due 2028 into 502,707 shares of NextNav common stock and cash‑exercised 250,000 Public Warrants at $11.50 per share, increasing reported common share holdings without any open‑market buying or selling.

How many NextNav shares came from the 2028 note conversion in this Form 4?

The 5.00% Senior Secured Convertible Notes due 2028 converted into 502,707 shares of NextNav common stock. Footnotes explain 501,592 shares related to principal and the remaining shares reflected accrued but unpaid interest, so the final share count exceeded the originally reported underlying amount.

What were the terms of the Public Warrants exercised in the NextNav (NN) Form 4?

MILFAM Investments LLC exercised 250,000 Public Warrants at an exercise price of $11.50 per share, paying the aggregate exercise price in cash and receiving 250,000 NextNav common shares. No separate consideration was received for the warrants themselves upon exercise, consistent with their contractual terms.

Why did the entities linked to NextNav director convert notes and exercise warrants now?

NextNav elected to redeem all outstanding 2028 Notes on June 15, 2026, accelerating the last conversion date to June 23, 2026, and separately announced redemption of Public Warrants with a June 26, 2026 deadline. The affiliated entities acted before these issuer‑set deadlines to convert and exercise.

What are Subin Neil S’s reported NextNav share holdings after these transactions?

After the reported actions, indirect holdings through MILFAM Investments LLC total 2,765,213 shares, indirect holdings through Persian Road I, LP total 502,707 shares, and direct holdings are 168,892 shares. Direct holdings include 7,550 restricted shares scheduled to vest fully on May 1, 2027.

Does the NextNav (NN) Form 4 show any insider share sales or only exercises and conversions?

The Form 4 reflects exercises and conversions coded as X and C, not open‑market sales. It shows conversion of 5.00% Senior Secured Convertible Notes and cash exercise of Public Warrants into common stock, with no reported sale transactions; the reporting person disclaims beneficial ownership beyond pecuniary interest.