Form 8-K

8-K — NEXTNAV INC.

Accession: 0001554855-26-001172

Filed: 2026-05-27

Period: 2026-05-27

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-20260527.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): May 27, 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 8.01. Other Events.

On May 27, 2026, NextNav Inc. (the “Company”) announced that it has elected to redeem all of its outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the terms of the Amended and Restated Warrant Agreement, dated as of October 28, 2021 (the “Warrant Agreement”), by and among Spartacus Acquisition Corporation, the Company, and Continental Stock Transfer & Trust Company, as warrant agent.

The Company has fixed June 26, 2026 as the redemption date (the “Redemption Date”) and has provided notice of redemption to the holders of the Public Warrants in accordance with the terms of the Warrant Agreement. A copy of the notice of redemption is filed as Exhibit 99.1 to this Current Report on Form 8‑K.

The Public Warrants will be redeemed at a price of $0.01 per Public Warrant (the “Redemption Price”), payable in cash. Any Public Warrants that remain outstanding at 5:00 p.m. New York City time on the Redemption Date will be automatically redeemed for the Redemption Price and will thereafter cease to be outstanding.

Holders of Public Warrants may exercise their Public Warrants for cash at an exercise price of $11.50 per share of Common Stock at any time prior to 5:00 p.m. New York City time on the Redemption Date, in accordance with the terms of the Warrant Agreement.

Subject to Section 6.4 of the Warrant Agreement, Private Placement Warrants (as defined in the Warrant Agreement) are not subject to this redemption and will remain outstanding in accordance with their terms.

Item 7.01. Regulation FD Disclosure.

On May 27, 2026, the Company issued a press release announcing the redemption of the Public Warrants. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8‑K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Notice of redemption, dated May 27, 2026

99.2

Press release, dated May 27, 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 27, 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

May 27, 2026

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 65345N 114)

Dear Public Warrant Holder,

NextNav Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on June 26, 2026 (the “Redemption Date”), all of the Company’s outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), that were issued under the Amended and Restated Warrant Agreement, dated as of October 28, 2021 (the “Warrant Agreement”), by and between Spartacus Acquisition Corporation, the Company, and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), for a redemption price of $0.01 per Public Warrant (the “Redemption Price”). Each Public Warrant entitles the holder thereof to purchase one share of common stock for a purchase price of $11.50 per share, subject to adjustments. Any Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” The Public Warrants are listed on the Nasdaq Capital Market under the symbol “NNAVW”. On May 26, 2026, the closing price of the Public Warrants was $11.45, and the closing price of the common stock was $23.02.

TERMS OF REDEMPTION; CESSATION OF RIGHTS

The rights of the Public Warrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Public Warrants will have no rights with respect to those warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants.

The Company is exercising this right to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if the last sales price of the common stock equals or exceeds $18.00 per share on any 20 trading days within any 30-day trading period ending on the third trading day prior to the date on which a notice of redemption is given. The last sales price of the common stock has been at least $18.00 per share for any 20 trading days within the 30-day trading period ending on May 21, 2026 (which is the third trading day prior to the date of this redemption notice).

EXERCISE PROCEDURE

Public Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Public Warrants to purchase common stock. Each Public Warrant entitles the holder thereof to purchase one share of common stock at a cash price of $11.50 per Public Warrant exercised (the “Exercise Price”). Payment of the Exercise Price shall be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.

Those who hold their Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants.

Note that the exercise of Public Warrants is voluntary and holders of Public Warrants who wish to exercise their Public Warrants must reach out to their broker to exercise or otherwise affirmatively exercise their Public Warrants. The Public Warrants will not be automatically exercised and will be redeemed on the Redemption Date if they remain unexercised after 5:00 p.m. New York City time on the Redemption Date.

Persons who are holders of record of their Public Warrants may exercise their Public Warrants by sending a fully and properly completed “Election to Purchase” (a form of which is attached hereto as Annex A), duly executed and indicating, among of things, the number of Public Warrants being exercised, to the Warrant Agent:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor New York, NY 10004

Attention: Compliance Department

Telephone: (212) 509-4000

The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.

The fully and properly completed Election to Purchase must be received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on the Redemption Date. Subject to the following paragraph, any failure to deliver a fully and properly completed Election to Purchase before such time will result in such holder’s Public Warrants being redeemed and not exercised.

WARRANTS HELD IN STREET NAME

For holders of Public Warrants who hold their warrants in “street name,” provided that a Notice of Guaranteed Delivery is received by the Warrant Agent prior to 5:00 p.m. New York City time on the Redemption Date, broker-dealers shall have two business days from the Redemption Date, or 5:00 p.m. New York City time on June 30, 2026, to deliver the Public Warrants to the Warrant Agent. Any such Public Warrant received without the Election to Purchase or the Notice of Guaranteed Delivery having been duly executed and fully and properly completed will be deemed to have been delivered for redemption (at $0.01 per Public Warrant), and not for exercise.

REDEMPTION PROCEDURE

Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Public Warrants.

*********************************

Any questions you may have about redemption and exercising your Public Warrants may be directed to the Warrant Agent at its address and telephone number set forth above.

Sincerely,

NextNav Inc.

James Black

General Counsel

Annex A

NEXTNAV INC.

Election to Purchase

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________________ shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of NextNav Inc. (the “Company”) in the amount of $__________________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of __________________, whose address is __________________ and that such shares of Common Stock be delivered to __________________, whose address is __________________.

If said __________________ number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ______________, whose address is __________________ and that such Warrant Certificate be delivered to __________________, whose address is __________________. Such new Warrant Certificate will be subject to the redemption announced by the Company on May 27, 2026 unless such Warrant Certificate is exercised prior to the relevant redemption date.

[Signature Page Follows]

Date: , 2026

(Name of Investor)

(Signature of Investor)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex992_2.htm · Sequence: 8

Exhibit 99.2

NextNav Announces Redemption of Public Warrants

Reston, VA — May 27, 2026 — NextNav Inc. (NASDAQ: NN) (“NextNav or the “Company”) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today announced that it has delivered a notice of redemption for all of its outstanding public warrants (NASDAQ: NNAVW) (the “Warrants”) to purchase shares of the Company’s common stock (the “Common Stock”) at an exercise price of $11.50 per share. The Warrants will be redeemed at 5 p.m. New York City Time on June 26, 2026 (the “Redemption Date”), for a redemption price of $0.01 per Warrant (the “Redemption Price”), in accordance with the terms of the Company’s Amended and Restated Warrant Agreement dated as of October 28, 2021 (the “Warrant Agreement”).

Under the terms of the Warrant Agreement, the Company is entitled to redeem all of the Warrants if the last reported sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given.

As of May 26, 2026, approximately 10 million Warrants were outstanding. Holders of the Warrants may exercise them for cash at an exercise price of $11.50 per share of Common Stock at any time prior to 5 p.m. New York City Time on the Redemption Date by contacting their broker. Any unexercised Warrants outstanding as of 5 p.m. New York City Time on the Redemption Date will be redeemed for the Redemption Price and will thereafter be cancelled and cease to be outstanding.

“This action simplifies our capital structure, positioning us with greater financial flexibility as we continue executing on our strategy,” said Tim Gray, CFO of NextNav.

Holders of Warrants should direct any questions concerning exercising their Warrants to their broker or to the Warrant Agent, Continental Stock Transfer and Trust Company, at 1 State Street, 30th Floor, Attention: Compliance Department, Floor New York, NY 10004, or by telephone at (212) 509-4000. 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 offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such 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 Warrants. 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 our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. 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 us on the date hereof. We undertake no duty to update this information unless required by law.

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