Form 8-K

8-K — NEXTNAV INC.

Accession: 0001554855-26-001044

Filed: 2026-05-14

Period: 2026-05-14

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-20260514.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex991_1.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): May 14, 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 2.02. Results of Operations and Financial Condition.

On May 14, 2026, NextNav Inc. issued a press release announcing its financial results for the three months ended March 31, 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 May 14, 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: May 14, 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 First Quarter 2026 Results and Operational Highlights

RESTON, VA., May 14, 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 March 31, 2026.

“As the FCC process continues, we are proactively addressing concerns, engaging constructively with key stakeholders, and reinforcing the strength of our technical foundation as we continue to deliver a resilient, future‑proof terrestrial complement and backup to GPS,” said Mariam Sorond, CEO of NextNav. “At the same time, we are building momentum toward commercialization and seeing expanded interest across the broader ecosystem. We have full trust in an FCC framework that has, time and time again, successfully resolved spectrum matters more complex than ours.”

Operational Highlights

 On May 14, 2026, NextNav announced it has joined the OCUDU Ecosystem Foundation, a collaborative initiative hosted by the Linux Foundation to advance open, secure, and interoperable Open RAN centralized unit and distributed unit (CU/DU) implementation. Details can be found here.

 On May 5, 2026, NextNav announced its demonstration of 5G and RFID coexistence in the lower 900 MHz band. Details can be found here.

Financial Highlights

 Balance Sheet: As of March 31, 2026, the Company had $143 million in cash and cash equivalents and short-term investments. Net long-term debt of $267.2 million includes derivative liability of $106.7 million, and is net of unamortized discount of $29.5 million, with a face value of $190 million.

Conference Call Information

NextNav will host a conference call for analysts and investors at 5:00 pm ET on Thursday, May 14, 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/572943920. 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)

March 31, 2026 (unaudited)

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

30,598

44,757

Short term investments

112,361

107,381

Accounts receivable

1,380

2,346

Other current assets

3,523

2,927

Total current assets

147,862

157,411

Property and equipment, net of accumulated depreciation of $16,969 and $16,458 at March 31, 2026 and December 31, 2025, respectively

11,571

11,763

Operating lease right-of-use assets

14,052

14,856

Goodwill

18,703

19,161

Intangible assets, net

41,890

42,167

Other assets

1,566

1,661

Total assets

235,644

247,019

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

1,502

661

Accrued expenses and other current liabilities

9,461

8,560

Operating lease current liabilities

2,506

2,673

Deferred revenue

633

491

Total current liabilities

14,102

12,385

Warrants

29,737

33,167

Operating lease noncurrent liabilities

11,773

12,337

Other long-term liabilities

2,809

1,776

Long-term debt, net

267,190

273,589

Total liabilities

325,611

333,254

Stockholders’ equity:

Common stock, authorized 500,000,000 shares; 136,191,797 and 135,504,497 shares issued and 136,059,569 and 135,372,269 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

969,657

961,991

Accumulated other comprehensive income

3,034

3,811

Accumulated deficit

(1,061,980)

(1,051,359)

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

(693)

Total stockholders’ equity (deficit)

(89,967)

(86,235)

Total liabilities and stockholders’ equity

235,644

247,019

NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended March 31,

2026

2025

Revenue

995

1,539

Operating expenses:

Cost of goods sold (exclusive of depreciation and amortization)

2,122

2,533

Research and development

5,941

4,038

Selling, general and administrative

10,741

10,520

Depreciation and amortization

1,534

1,452

Total operating expenses

20,338

18,543

Operating loss

(19,343)

(17,004)

Other income (expense):

Interest expense, net

(3,913)

(2,738)

Debt extinguishment loss

—

(14,434)

Change in fair value of warrants

3,430

6,041

Change in fair value of derivative liability

9,175

(24,523)

Other income (loss), net

(5,863)

Loss before income taxes

(10,565)

(58,521)

Provision for income taxes

Net loss

(10,621)

(58,579)

Foreign currency translation adjustment

(777)

993

Comprehensive loss

(11,398)

(57,586)

Net loss

(10,621)

(58,579)

Net loss attributable to common stockholders – basic

(10,621)

(58,579)

Net loss attributable to common stockholders – diluted

(18,074)

(58,579)

Weighted average of shares outstanding – basic

135,327

131,104

Weighted average of shares outstanding – diluted

151,622

131,104

Net loss attributable to common stockholders per share – basic

(0.08)

(0.45)

Net loss attributable to common stockholders per share – diluted

(0.12)

(0.45)

NextNav INC.

CONDENSED Consolidated Statements of Cash Flows

(UNAUDITED)

(IN THOUSANDS)

Three Months Ended March 31,

2026

2025

Operating activities

Net loss

(10,621)

(58,579)

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

Depreciation and amortization

1,534

1,452

Equity-based compensation

5,089

4,324

Change in fair value of warrants

(3,430)

(6,041)

Debt extinguishment loss

—

13,734

Issuance of common warrants

—

5,766

Change in fair value of derivative liability

(9,175)

24,523

Realized and unrealized gain on short term investments

(960)

(338)

Equity method investment loss

Asset retirement obligation accretion

Amortization of debt discount

2,776

1,739

Changes in operating assets and liabilities:

Accounts receivable

966

1,656

Other current assets

(622)

(749)

Other assets

Accounts payable

841

273

Deferred revenue

142

Accrued expenses and other liabilities

3,203

(254)

Operating lease right-of-use assets and liabilities

212

Net cash used in operating activities

(10,041)

(12,179)

Investing activities

Purchases of network assets, property, and equipment

(10)

(30)

Purchase of internal use software

(126)

(101)

Purchase of marketable securities

(88,020)

(31,463)

Sale and maturity of marketable securities

84,000

34,600

Net cash (used in) provided by investing activities

(4,156)

3,006

Financing activities

Proceeds from 2028 senior convertible notes

—

190,000

Repayment of 2026 senior secured notes

—

(70,000)

Payments towards debt issuance cost

—

(550)

Payments towards debt

(30)

(27)

Proceeds from exercise of common warrants

517

Proceeds from exercise of common stock options

250

232

Net cash provided by financing activities

233

120,172

Effect of exchange rates on cash and cash equivalents

(195)

Net (decrease) increase in cash and cash equivalents

(14,159)

111,092

Cash and cash equivalents at beginning of period

44,757

39,330

Cash and cash equivalents at end of period

30,598

150,422

Supplemental disclosures

Interest paid in cash

—

2,256

Income taxes paid, net

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