Form 8-K

8-K — NEXTNAV INC.

Accession: 0001554855-26-001339

Filed: 2026-06-16

Period: 2026-06-15

CIK: 0001865631

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

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — nn-20260615.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex991_1.htm)

EX-99.2 — EXHIBIT 99.2 (ex992_2.htm)

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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): June 15, 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

Warrants, each to purchase one share of Common Stock

NNAVW

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 7.01. Regulation FD Disclosure.

On June 15, 2026, NextNav Inc. (the “Company”) issued a press release announcing the redemption of the Notes (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K (this “Current Report”).

Item 8.01. Other Events.

On June 15, 2026, the Company announced that it has elected to redeem all of its outstanding 5.00% Senior Secured Convertible Notes due 2028 (the “Notes”) issued pursuant to the terms of the Indenture, dated as of March 27, 2025 (the “Indenture”), by and among the Company, as issuer, the Notes Guarantors party thereto, and GLAS Trust Company LLC, as trustee and notes collateral agent (the “Trustee”). The Company has fixed June 25, 2026 as the redemption date (the “Redemption Date”) and has provided notice of redemption to each person who is registered as a beneficial owner of Notes in the Note Register (as defined in the Indenture) maintained by the Trustee (collectively, the “Holders”) in accordance with the terms of the Indenture. A copy of each of the Indenture and notice of redemption is filed as Exhibits 10.1 and 99.2, respectively, to this Current Report.

The Notes will be redeemed in cash at a price of 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Payment of the Redemption Price with respect to the Notes will be made on the Redemption Date to each person who is registered as a Holder on the Redemption Date.

Any Holder may exercise the right to convert their Note into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at the conversion rate of 79.6178 shares of Common Stock per $1,000 principal amount of such Holder’s applicable Note at any time prior to the close of business on the second Trading Day (as defined in the Indenture) immediately preceding the Redemption Date by delivering an irrevocable notice to the Trustee, in accordance with the terms of the Indenture.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

10.1

Indenture, dated March 27, 2025, by and among NextNav Inc., the subsidiaries that are notes guarantors listed therein, and GLAS Trust Company LLC, as trustee and notes collateral agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended March 31, 2025 filed by NextNav Inc. on May 9, 2025)

99.1

Press release, dated June 15, 2026

99.2

Notice of redemption, dated June 15, 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: June 15, 2026

NEXTNAV INC.

By:

/s/ James Black

Name:

James Black

Title:

General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex991_1.htm · Sequence: 7

Exhibit 99.1

NextNav Announces Redemption of 5.00% Senior Secured Convertible Notes

Reston, VA — June 15, 2026 — NextNav Inc. (NASDAQ: NN) (“NextNav or the “Company”) a leader in next-generation 3D positioning, navigation, and timing (PNT)solutions, today announced that it has delivered a notice of redemption for all of its outstanding 5.00% Senior Secured Convertible Notes due 2028 (the “Notes”).

The Notes will be redeemed on June 25, 2026 (the “Redemption Date”), at a price equal to 100% of their principal amounts, plus accrued but unpaid interest (the “Redemption Price”), in accordance with the terms of the governing Note documents.

Under the terms of the Notes, the Company is entitled to redeem the Notes if the closing price of NextNav's common stock exceeds 160% of the conversion price of the Notes for at least 20 trading days during any consecutive 30-trading-day period ending on, and including the trading day immediately preceding the date the Company provides notice of redemption. The Company has determined that these redemption conditions have been satisfied.

As of June 15, 2026, approximately $186.5 million in aggregate principal amount of Notes was outstanding, subject to adjustment in the event of conversions during the pendency of the redemption. Holders of the Notes may elect to convert their Notes in accordance with the terms of the governing Note documents at any time prior to the close of business on the second trading day immediately prior to the Redemption Date. Any Notes not converted prior to the applicable deadline will be redeemed for the Redemption Price on the Redemption Date and will thereafter be canceled and cease to be outstanding.

"With the redemption of these Notes, we continue to simplify the balance sheet and enhancefinancial flexibility as we continue advancing our strategy to deliver a terrestrial complement and backup to GPS," said Tim Gray, CFO of NextNav.

Holders of Notes should direct any questions concerning the redemption process or conversion procedures to GLAS Trust Company LLC Limited at clientservices.usadcm@glas.agency. General questions concerning the redemption may be directed to the Company's investor relations team at ir@nextnav.com.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of, any of the Company's securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the securities laws of any such state or other jurisdiction.

Company Contact

IR@nextnav.com

About NextNav

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/.

Forward-Looking Statements

Certain statements in this press release are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. These forward-looking statements include, but are not limited to, statements regarding the redemption of the Notes. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the risks set forth under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of the Company’s most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of the Company’s Quarterly Reports on Form 10-Q and in the Company’s other filings with the U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment decision, which are based on information available to the Companyon the date hereof. NextNav undertakes no duty to update this information unless required by law.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex992_2.htm · Sequence: 8

Exhibit 99.2

Notice of Full Redemption

To the Holders of

NextNav Inc.

5.00% Senior Secured Convertible Notes due 2028

CUSIP No. 65345N A*7†

NOTICE IS HEREBY GIVEN pursuant to the terms of that certain Indenture, dated as of March 27, 2025 (the “Indenture”), among NextNav Inc., as issuer (the “Company”), the Notes Guarantors party thereto, and GLAS Trust Company LLC, as trustee and notes collateral agent (the “Trustee”), under which the above captioned notes (the “Notes”) were issued by the Company, that the Notes have been selected for redemption on June 25, 2026 (the “Redemption Date”) at a price of 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). All capitalized terms not otherwise defined herein have the meanings attributed thereto in the Indenture.

The Redemption Price will become due and payable on, and interest shall cease to accrue on and after, the Redemption Date.

Payment of the Redemption Price with respect to the Notes will be made on the Redemption Date to each person who is registered as a beneficial owner of Notes in the Note Register maintained by the Trustee on the Redemption Date.

Holders whose Notes have been called (or deemed called) for redemption may convert their Notes at the conversion rate of 79.6178 shares of Common Stock per $1,000 principal amount of such Holder’s applicable Note at any time prior to the close of business on the second Trading Day immediately preceding the Redemption Date by delivering an irrevocable notice to the Trustee at clientservices.usadcm@glas.agency in the Form of Notice of Conversion attached hereto as Exhibit I in accordance with the procedures set forth in Section 14.02 of the Indenture.

† No representation is made as to the accuracy or correctness of the CUSIP number listed herein or printed on the Notes.

IMPORTANT NOTICE

Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, 24% will be withheld if tax identification number is not properly certified.

By: GLAS Trust Company LLC

Trustee

Date: June 15, 2026

Exhibit I

Form of Notice of Conversion

To: GLAS Trust Company LLC

3 Second Street, Suite 206

Jersey City, NJ 07311

United States of America

Attention: TMGUS / NEXTNAV INC.

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

Dated: _____________________

________________________________

Signature(s)

___________________________

Signature Guarantee

Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.

Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:

_________________________

(Name)

_________________________

(Street Address)

_________________________

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all): $______,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

_________________________

Social Security or Other Taxpayer

Identification Number

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