SCHEDULE: Samberg Reduces NextNav Stake Below 10% Threshold
Beneficial Ownership Report
Joseph D. Samberg and his affiliated trust have reduced their beneficial ownership in NextNav Inc. to below 10% after recent transactions.
Summary
- Joseph D. Samberg and The Joseph D. Samberg Revocable Trust filed an Amendment No. 4 to Schedule 13G regarding their beneficial ownership in NextNav Inc. Common Stock.
- On November 13, 2025, entities controlled by Mr. Samberg beneficially owned, in aggregate, more than 10% of NextNav's outstanding Common Stock due to the purchase of publicly traded warrants.
- Following sales of shares and other derivative securities on November 13 and November 14, 2025, Mr. Samberg's aggregate beneficial ownership is now below 10%, and he is no longer subject to Section 16 reporting.
- Mr. Samberg's total beneficial ownership is 13,420,000 shares, representing 9.86% of the class.
- The Joseph D. Samberg Revocable Trust's beneficial ownership is 10,810,000 shares, representing 7.95% of the class.
- Mr. Samberg's beneficial ownership includes 1,000,000 shares issuable from publicly traded warrants (exercise price $11.50, expiring October 28, 2026) and 250,000 shares issuable from call options (exercise price $12.00, expiring March 30, 2026).
- The Revocable Trust's beneficial ownership includes 900,000 shares issuable from public warrants and 250,000 shares issuable from call options.
- The percentages are based on 136,079,088 shares of Common Stock outstanding for Mr. Samberg and 135,979,088 shares for the Revocable Trust, which includes 134,829,088 shares outstanding as of November 3, 2025, as reported in NextNav's Form 10-Q.
Sentiment
Score: 5
Explanation: Neutral, as this is a routine disclosure of a change in beneficial ownership by a significant shareholder, not an operational or financial performance report for the company.
Future Outlook
No specific future outlook or guidance for NextNav Inc. is provided in this beneficial ownership report.
Management Comments
- Joseph D. Samberg certified that, to the best of his knowledge and belief, the securities were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
This filing pertains to a change in beneficial ownership by a specific investor in NextNav Inc. and does not provide broader industry context or trends.
Stakeholder Impact
- Shareholders: Awareness of a significant investor's reduced stake, which could influence market perception or trading activity.
Next Steps
- Mr. Samberg is no longer subject to Section 16 reporting requirements following the reduction of his beneficial ownership below 10%.
Key Dates
| Date | Description |
|---|---|
| 2025-11-03 | Shares of Common Stock outstanding as reported on Issuer's Form 10-Q. |
| 2025-11-06 | Issuer's Quarterly Report on Form 10-Q filed with the SEC. |
| 2025-11-13 | Date of event requiring filing; entities controlled by Mr. Samberg beneficially owned over 10% of outstanding Common Stock due to warrant purchases. |
| 2025-11-13 | Sale of shares of Common Stock and other derivative securities by entities controlled by Mr. Samberg. |
| 2025-11-14 | Sale of shares of Common Stock and other derivative securities by entities controlled by Mr. Samberg. |
| 2025-11-17 | Form 4 filed by Mr. Samberg regarding sales on November 13 and 14, 2025. |
| 2025-11-17 | Date of signing this Schedule 13G Amendment No. 4. |
| 2026-03-30 | Expiration date for call options with an exercise price of $12.00. |
| 2026-10-28 | Expiration date for publicly traded warrants with an exercise price of $11.50. |
Recommendation
holdThis Schedule 13G Amendment reports a change in beneficial ownership by a significant investor, Joseph D. Samberg, who has reduced his stake in NextNav Inc. to below the 10% threshold, thereby ceasing to be subject to Section 16. While a reduction in a large investor's position can sometimes be interpreted negatively, this filing does not provide any new operational or financial performance data for NextNav Inc. to justify a change in investment thesis. Investors should monitor future filings and company performance, but based solely on this ownership disclosure, a 'hold' recommendation is appropriate as it doesn't present a clear catalyst for a strong buy or sell decision.
Keywords
NextNav Inc., NN, Joseph D. Samberg, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Call Options, Institutional Investor, SEC Filing
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