SCHEDULE: NextNav Investor Subin Files Exit Notice

Neil S. Subin and associated entities have filed an exit notice after transferring discretionary trading authority of their NextNav Inc. holdings to an external manager.

Summary

• Neil S. Subin, Milfam CI LLC Spartacus, and MILFAM CI Management LLC have filed an amendment to their Schedule 13D, effectively exiting their status as beneficial owners of more than 5% of NextNav Inc. common stock.
• The change in status follows the appointment of Warberg Asset Management LLC as the portfolio manager for Milfam CI LLC Spartacus.
• Under a new Portfolio Management Agreement dated May 22, 2026, Warberg Asset Management LLC now holds sole and exclusive discretionary trading authority over the securities held by Milfam CI LLC Spartacus.
• The portfolio in question consists of 1,948,907 shares of NextNav Inc. common stock and 3,539,977 warrants exercisable at $11.50 until October 31, 2027.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing; it represents a change in management control rather than a fundamental shift in the company's business operations or financial health.

Positives

• The transition to a professional third-party portfolio manager (Warberg Asset Management LLC) may provide more structured oversight of the investment holdings.
• The filing clarifies the beneficial ownership structure, reducing ambiguity regarding the control of the shares held by the Milfam entities.

Negatives

• The reporting persons have effectively relinquished direct control over a significant block of shares and warrants, which may impact their ability to influence corporate governance directly.
• The arrangement introduces new management fees and potential costs associated with the external portfolio management agreement.

Risks

• The portfolio manager has the authority to borrow funds (up to the greater of $10 million or the fair market value of the portfolio) to exercise warrants, which introduces leverage risk to the investment.
• The agreement allows for the aggregation of orders with other clients of the portfolio manager, which could potentially operate to the disadvantage of the client in certain market conditions.
• The investment is subject to market volatility, and the portfolio manager makes no guarantee of profitability or protection against loss.

Future Outlook

The portfolio manager is tasked with reviewing the portfolio, assessing market performance, and implementing a strategy to maximize returns, including evaluating the anticipated mandatory redemption of warrants.

Management Comments

• The Portfolio Manager is expressly authorized to make all investment and trading decisions with respect to the Portfolio.
• The Portfolio Manager makes no guarantee whatsoever that such activity will be profitable or protected against loss.

Industry Context

StockSavvy.ai notes that this filing reflects a common trend in institutional asset management where significant shareholders delegate discretionary control to specialized investment firms to optimize portfolio performance and manage complex derivative positions like warrants.

Comparison to Industry Standards

• The delegation of discretionary authority to an external manager is a standard practice for family offices and private investment vehicles to ensure professional oversight.
• The inclusion of specific provisions for warrant exercise and leverage (borrowing) is consistent with sophisticated portfolio management agreements for concentrated equity positions.

Corporate Governance

Related Party Transactions

• The Portfolio Management Agreement involves entities managed by Neil S. Subin and Warberg Asset Management LLC, which may be considered related parties in the context of the investment structure.

Stakeholder Impact

• Shareholders: The change in control over a significant block of shares may influence market liquidity or future voting patterns.
• Creditors: The potential for the portfolio manager to incur debt for warrant exercises introduces new obligations within the portfolio structure.

Next Steps

• Ongoing management of the portfolio by Warberg Asset Management LLC.
• Potential exercise of warrants if deemed appropriate by the portfolio manager.
• Possible termination of the agreement by September 30, 2027, or earlier upon 61 days' notice.

Key Dates

Keywords

NextNav, Schedule 13D, Portfolio Management, Beneficial Ownership, Warberg Asset Management, Milfam