Form 8-K

8-K — NEXTNAV INC.

Accession: 0001554855-26-001788

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001865631

SIC: 3812 (SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nn-20260811.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex991_1.htm)

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0001865631

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2026

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40985

87-0854654

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

11911 Freedom Drive, Ste. 200

Reston, Virginia 20190

(800) 775-0982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.0001 per share

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2026, NextNav Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2026. A full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Press release dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2026

NEXTNAV INC.

By:

/s/ Timothy A. Gray

Name:

Timothy A. Gray

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex991_1.htm · Sequence: 7

Exhibit 99.1

NextNav Inc. Reports Second Quarter 2026 Results and Operational Highlights

RESTON, VA., August 11, 2026 -- NextNav Inc. (NASDAQ: NN) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today reported its financial results and operational updates for the quarter ended June 30, 2026.

“We are pleased to have strengthened our position across every dimension of our business, from our balance sheet and strategic partnerships to our regulatory engagement and technology validation,” said Mariam Sorond, CEO of NextNav. “We continue to work constructively through the FCC and interagency process while demonstrating the real-world capabilities of our terrestrial 5G-powered 3D PNT solution. Our conviction remains unchanged that NextNav can play a critical role in enabling a resilient, future-proof complement and backup to GPS. We have full trust in an FCC process that has, time and time again, successfully resolved spectrum matters through a transparent, engineering-driven process.”

Operational Highlights

 Today, NextNav is pleased to announce Tiami Networks as a sensing ecosystem partner supporting the development of 900 MHz 5G-PRS-based counter-UAS detection solutions for homeland security and critical infrastructure applications. This partnership further advances NextNav’s wide-area sensing capabilities for counter-UAS detection.

 On July 29, 2026, NextNav announced a partnership with Safran Electronics & Defense, an important milestone that enables NextNav to demonstrate the potential of our terrestrial 5G-powered PNT solution in real-world operating environments and validate its role within future resilient PNT ecosystems. The collaboration will integrate and demonstrate interoperability between NextNav’s terrestrial 5G PNT Network and Safran’s navigation and timing receivers. Details can be found here.

 On June 10, 2026, NextNav announced it has joined GSMA and industry partners in an industry-first call to action to collaborate in the drone ecosystem for safe, trusted, scalable drone operations in expanding market. Details can be found here.

 On May 19, 2026, NextNav announced real-world field validation of timing accuracy of approximately 20 nanoseconds (billionths of a second), demonstrating how NextNav’s planned 5G-powered 3D PNT solution can deliver timing information to serve critical infrastructure needs. Details can be found here.

Financial Highlights

 Balance Sheet: As of June 30, 2026, the Company held approximately $228.8 million in cash, cash equivalents, and marketable securities. In addition, approximately $69.3 million of warrant exercise proceeds were recorded as other current assets as of June 30, 2026, which were subsequently collected in on July 1, 2026, resulting in total available liquidity of approximately $298 million.

 On May 27, 2026, NextNav announced the redemption of all outstanding Public Warrants, with the redemption completed on June 26, 2026. Holders exercised approximately 14.8 million warrants for cash at the contractual exercise price of $11.50 per warrant, generating approximately $169.5 million of gross proceeds. The remaining 318 thousand warrants were redeemed for $0.01 per warrant, eliminating the public warrant overhang.

 On June 15, 2026, the Company exercised its optional redemption right under the indenture governing its $190 million 5.00% Senior Secured Convertible Notes due 2028. Prior to the June 25, 2026 redemption date, all noteholders elected to convert their outstanding notes and unpaid accrued interest into approximately 15.2 million shares of common stock, resulting in no cash redemption and eliminating all outstanding convertible debt and related derivative liabilities as of June 30, 2026.

Conference Call Information

NextNav will host a conference call for analysts and investors at 5:00 pm ET on Tuesday, August 11, 2026.

Registration for the conference call can be completed by visiting the following website prior to, or on the day of, the conference call: https://events.q4inc.com/attendee/857071314. After registering, each participant will be provided with call details and a registrant ID. Reminders will also be sent to registered participants via email. Alternatively, the conference call will be available via a live webcast.

To access the live webcast or a replay, visit the Company’s investor relations website at https://ir.nextnav.com/.

To receive replay details, please register through the link above. After registering for replay details, each participant will be provided with call details and access codes to listen to the call playback.

About NextNav Inc.

NextNav Inc. (Nasdaq: NN) is a leader in next-generation 3D Positioning, Navigation, and Timing (PNT) solutions. As the nation’s largest license holder in a spectrum band expressly designated for terrestrial positioning services, NextNav is uniquely positioned to enable a widescale terrestrial complement and backup to GPS. Leveraging licensed low-band spectrum and the global 5G ecosystem, NextNav is focused on delivering an accurate, reliable, and resilient 3D PNT solution to protect national security, public safety, and the economy. Learn more at www.nextnav.com.

For more information, please visit https://nextnav.com/ or follow NextNav on X at https://x.com/NextNav or LinkedIn at https://www.linkedin.com/company/nextnav/.

Source: NextNav

Contact:

Sloane & Company

nextnav@sloanepr.com

Forward-Looking Statements

This press release contains “forward‑looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward‑looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of NextNav’s management and are not predictions of actual performance.

These forward‑looking statements are subject to a number of risks and uncertainties, including, but not limited to, the following factors: the failure to realize the anticipated benefits of, or achieve commercial acceptance for, NextNav’s technology across targeted industries (including public safety and mobility); difficulties, delays, or unforeseen challenges in the development, deployment, operation, or integration of NextNav’s network, assets, software, or other technologies, including its next‑generation terrestrial 3D PNT technology; adverse regulatory developments, including action or inaction by the Federal Communications Commission (“FCC”) or other federal or state governmental authorities affecting spectrum allocation, location‑based services, the use of licensed spectrum, or E911 or related requirements; the outcome and timing of NextNav’s pending petition for rulemaking before the FCC and the possibility that the FCC may not issue a notice of proposed rulemaking (“NPRM”), may delay or decline to adopt a subsequent report and order (“R&O”), or may adopt rules that differ materially from those sought by NextNav; opposition to NextNav’s regulatory efforts from third parties; legislative or executive branch actions, including appropriations or other measures, that could limit, condition, delay, or prevent FCC action; interagency review and coordination processes that may identify issues, impose conditions, require modifications to NextNav’s proposals, or result in additional delays or a decision not to proceed with rulemaking; and NextNav’s ability to execute its business plan, including entering into and maintaining strategic partnerships, managing growth, and achieving or sustaining profitability.

These factors are not exhaustive. Additional risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward‑looking statements are described in NextNav’s filings with the Securities and Exchange Commission, including, but not limited to, the “Risk Factors” section of NextNav’s most recent Annual Report on Form 10‑K and subsequent Quarterly Reports on Form 10‑Q. If any of these risks materialize, or if NextNav’s assumptions prove incorrect, actual results could differ materially from those contemplated by the forward‑looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date they are made. Except as required by law, NextNav undertakes no obligation to publicly update or revise any forward‑looking statements to reflect subsequent events or circumstances.

NextNav Inc.

CONDENSED Consolidated Balance Sheets

(IN THOUSANDS, EXCEPT SHARE DATA)

June 30, 2026 (unaudited)

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

77,715

44,757

Short term investments

151,122

107,381

Accounts receivable

2,109

2,346

Other current assets

72,866

2,927

Total current assets

303,812

157,411

Property and equipment, net of accumulated depreciation of $17,756 and $16,458 at June 30, 2026 and December 31, 2025, respectively

10,510

11,763

Operating lease right-of-use assets

12,867

14,856

Goodwill

18,580

19,161

Intangible assets, net

41,772

42,167

Other assets

1,510

1,661

Total assets

389,051

247,019

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

958

661

Accrued expenses and other current liabilities

7,971

8,560

Operating lease current liabilities

2,386

2,673

Deferred revenue

537

491

Total current liabilities

11,852

12,385

Warrants

29,116

33,167

Operating lease noncurrent liabilities

10,777

12,337

Other long-term liabilities

2,806

1,776

Long-term debt, net

—

273,589

Total liabilities

54,551

333,254

Stockholders’ equity:

Common stock, authorized 500,000,000 shares; 167,130,020 and 135,504,497 shares issued and 166,997,792 and 135,372,269 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,428,059

961,991

Accumulated other comprehensive income

2,851

3,811

Accumulated deficit

(1,095,735)

(1,051,359)

Common stock in treasury, at cost; 132,228 shares at both June 30, 2026 and December 31, 2025

(693)

Total stockholders’ equity (deficit)

334,500

(86,235)

Total liabilities and stockholders’ equity

389,051

247,019

NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

1,150

1,202

2,145

2,741

Operating expenses:

Cost of goods sold (exclusive of depreciation and amortization)

2,055

2,035

4,177

4,568

Research and development

5,463

4,824

11,404

8,862

Selling, general and administrative

12,561

10,233

23,302

20,753

Depreciation and amortization

1,320

1,350

2,854

2,802

Total operating expenses

21,399

18,442

41,737

36,985

Operating loss

(20,249)

(17,240)

(39,592)

(34,244)

Other income (expense):

Interest expense, net

(3,080)

(3,020)

(6,993)

(5,758)

Debt extinguishment gain (loss)

21,429

—

21,429

(14,434)

Change in fair value of warrants

(3,297)

(8,836)

133

(2,795)

Change in fair value of derivative liability

(28,434)

(30,658)

(19,259)

(55,181)

Other income (loss), net

(64)

(3,399)

(9,262)

Loss before income taxes

(33,695)

(63,153)

(44,260)

(121,674)

Provision for income taxes

(60)

(42)

(116)

(100)

Net loss

(33,755)

(63,195)

(44,376)

(121,774)

Foreign currency translation adjustment

(183)

2,149

(960)

3,141

Comprehensive loss

(33,938)

(61,046)

(45,336)

(118,633)

Net loss

(33,755)

(63,195)

(44,376)

(121,774)

Net loss attributable to common stockholders – basic

(33,755)

(63,195)

(44,376)

(121,774)

Net loss attributable to common stockholders – diluted

(33,755)

(63,195)

(45,633)

(121,774)

Weighted average of shares outstanding – basic

141,629

132,318

138,495

131,509

Weighted average of shares outstanding – diluted

141,629

132,318

139,800

131,509

Net loss attributable to common stockholders per share – basic

(0.24)

(0.48)

(0.32)

(0.93)

Net loss attributable to common stockholders per share – diluted

(0.24)

(0.48)

(0.33)

(0.93)

NextNav INC.

CONDENSED Consolidated Statements of Cash Flows

(UNAUDITED)

(IN THOUSANDS)

Six Months Ended June 30,

2026

2025

Operating activities

Net loss

(44,376)

(121,774)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2,854

2,802

Equity-based compensation

10,974

7,974

Change in fair value of warrants

(133)

2,795

Debt extinguishment (gain) loss

(21,429)

13,734

Issuance of common warrants

—

9,006

Change in fair value of derivative liability

19,259

55,181

Realized and unrealized gain on short term investments

(1,991)

(1,160)

Equity method investment loss

137

Asset retirement obligation accretion

100

Amortization of debt discount

5,207

4,275

Changes in operating assets and liabilities:

Accounts receivable

237

1,064

Other current assets

(614)

(918)

Other assets

Accounts payable

297

752

Deferred revenue

Accrued expenses and other liabilities

1,256

(120)

Operating lease right-of-use assets and liabilities

146

428

Net cash used in operating activities

(28,021)

(25,703)

Investing activities

Purchases of network assets, property, and equipment

(15)

(57)

Purchase of internal use software

(315)

(200)

Purchase of marketable securities

(210,751)

(132,141)

Sale and maturity of marketable securities

169,000

56,900

Net cash used in investing activities

(42,081)

(75,498)

Financing activities

Proceeds from 2028 senior convertible notes

—

190,000

Repayment of 2026 senior secured notes

—

(70,000)

Payments towards debt issuance cost

—

(1,517)

Payments towards debt

(50)

(56)

Proceeds from exercise of common warrants

100,305

582

Proceeds from exercise of common stock options

3,021

1,422

Net cash provided by financing activities

103,276

120,431

Effect of exchange rates on cash and cash equivalents

(216)

306

Net increase in cash and cash equivalents

32,958

19,536

Cash and cash equivalents at beginning of period

44,757

39,330

Cash and cash equivalents at end of period

77,715

58,866

Supplemental disclosures of cash information

Income taxes paid, net

117

Interest paid in cash

4,731

4,244

Supplemental disclosure of non-cash financing activity

Conversion of debt and accrued interest into common stock

190,451

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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