8-K
Nextnav Inc. (NN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2025
NEXTNAV INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40985 | 87-0854654 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation or organization) | (Commission File Number) | (I.R.S. Employer <br> 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 | NN | 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. ☐
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Item 2.02. Results of Operations and Financial Condition.
On November 6, 2025, NextNav Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2025. 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 November 6, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 6, 2025
| NEXTNAV INC. | ||
|---|---|---|
| By: | /s/ James Black | |
| Name: | James Black | |
| Title: | General Counsel and Secretary |
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Exhibit 99.1
NextNav Inc. Reports Third Quarter 2025 Results and Operational Highlights
RESTON, Va., November 06, 2025 -- 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 September 30, 2025.
“In the third quarter we continued to proactively advocate for the FCC to take the next step in the process, despite the government shutdown, and are pleased with the technological progress we have made as we prepare for commercialization of our technology,” said Mariam Sorond, CEO of NextNav. “We look forward to continuing to support the FCC’s important work as we seek to enable a widescale, future-proof complement and backup to GPS as quickly as possible.”
Operational Highlights
On September 25, 2025, NextNav announced the closing of its agreement to acquire additional lower 900 MHz band licenses. Details can be found here.
On October 9, 2025, NextNav extended its agreement with AT&T, relating to NextNav’s Pinnacle network operations, by two years. Details can be found here.
On October 10, 2025, NextNav reached a major milestone towards enabling a widescale commercial 5G PRS-based 3D PNT solution, delivering accurate timing and positioning information while simultaneously delivering both downlink and uplink data transmissions utilizing standard 5G network equipment. Details can be found here.
On October 14-15, 2025, NextNav showcased its vertical location capabilities and progress toward commercialization of 5G-based 3D PNT at Mobile World Congress 2025 Las Vegas. Details can be found here.
On October 24, 2025, NextNav and Oscilloquartz announced the successful integration of 5G-based timing for critical infrastructure applications. Details can be found here.
Financial Highlights
Balance Sheet: As of September 30, 2025, the Company had $167.6 million in cash and cash equivalents and short-term investments. Net long-term debt of $230.1 million includes derivative liability of $75.1 million, and is net of unamortized discount of $34.9 million, with a face value of $190 million.
Conference Call Information
NextNav will host a conference call for analysts and investors at 9:00 am ET on Thursday, November 6, 2025.
Registration for the conference call can be completed by visiting the following website prior to, or on the day of, the conference call: https://registrations.events/direct/Q4I6293644. 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/.
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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 Twitter or LinkedIn.
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 Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to NextNav’s future prospects, developments and business strategies. In particular, such forward-looking statements include the achievement of certain FCC-related milestones and FCC approvals, the ability to realize the broader spectrum capacity and the advancement of NextNav’s terrestrial 3D PNT services, NextNav’s position to drive growth in its 3D geolocation business and expansion of its next generation terrestrial 3D PNT technologies, the business plans, objectives, expectations and intentions of NextNav, and NextNav’s estimated and future business strategies, competitive position, industry environment, potential growth opportunities, revenue, expenses, and profitability. These statements are based on NextNav’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NextNav’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, those included in Part II, Item 1A, “Risk Factors” of the Company’s quarterly reports on Form 10-Q, and Part I, Item 1A, “Risk Factors” of the NextNav’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and NextNav undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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NextNav Inc.
CONDENSED Consolidated Balance Sheets
(IN THOUSANDS, EXCEPT SHARE DATA)
| December 31, 2024 | |||
|---|---|---|---|
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 89,994 | $ | 39,330 |
| Short term investments | 77,583 | 40,785 | |
| Accounts receivable | 1,432 | 3,301 | |
| Other current assets | 3,244 | 2,629 | |
| Total current assets | 172,253 | $ | 86,045 |
| Property and equipment, net of accumulated depreciation of 15,688 and 13,716 at September 30, 2025 and December 31, 2024, respectively | 12,777 | 17,974 | |
| Operating lease right-of-use assets | 15,573 | 17,368 | |
| Goodwill | 19,099 | 16,966 | |
| Intangible assets | 42,384 | 9,589 | |
| Other assets | 984 | 13,798 | |
| Total assets | 263,070 | $ | 161,740 |
| Liabilities and stockholders’ equity | |||
| Current liabilities: | |||
| Accounts payable | 837 | $ | 858 |
| Accrued expenses and other current liabilities | 10,907 | 8,536 | |
| Operating lease current liabilities | 2,767 | 2,462 | |
| Deferred revenue | 422 | 288 | |
| Total current liabilities | 14,933 | $ | 12,144 |
| Warrants | 25,460 | 28,707 | |
| Operating lease noncurrent liabilities | 12,918 | 14,352 | |
| Other long-term liabilities | 1,753 | 1,795 | |
| Long term debt, net | 230,124 | 54,621 | |
| Total liabilities | 285,188 | $ | 111,619 |
| Stockholders’ equity: | |||
| Common stock, authorized 500,000,000 shares; 134,859,981 and 131,268,940 shares issued and 134,727,753 and 131,136,712 shares outstanding at September 30, 2025 and December 31, 2024, respectively | 15 | 14 | |
| Additional paid-in capital | 958,216 | 912,241 | |
| Accumulated other comprehensive income | 3,741 | 665 | |
| Accumulated deficit | (983,397) | (862,106) | |
| Common stock in treasury, at cost; 132,228 shares at both September 30, 2025 and December 31, 2024 | (693) | (693) | |
| Total stockholders’ equity (deficit) | (22,118) | $ | 50,121 |
| Total liabilities and stockholders’ equity | 263,070 | $ | 161,740 |
All values are in US Dollars.
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NextNav INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue | $ | 887 | $ | 1,607 | $ | 3,628 | $ | 3,758 |
| Operating expenses: | ||||||||
| Cost of goods sold (exclusive of depreciation and amortization) | 2,041 | 2,585 | 6,609 | 8,270 | ||||
| Research and development | 5,153 | 3,545 | 14,015 | 12,325 | ||||
| Selling, general and administrative | 10,012 | 8,016 | 30,765 | 24,570 | ||||
| Depreciation and amortization | 3,546 | 1,313 | 6,348 | 3,926 | ||||
| Total operating expenses | $ | 20,752 | $ | 15,459 | $ | 57,737 | $ | 49,091 |
| Operating loss | $ | (19,865) | $ | (13,852) | $ | (54,109) | $ | (45,333) |
| Other income (expense): | ||||||||
| Interest expense, net | (3,179) | (2,217) | (8,937) | (6,706) | ||||
| Debt extinguishment loss | — | — | (14,434) | — | ||||
| Change in fair value of warrants | 4,801 | 2,143 | 2,006 | (19,523) | ||||
| Change in fair value of derivative liability | 18,774 | — | (36,407) | — | ||||
| Other income (loss), net | (2) | 343 | (9,264) | 2,091 | ||||
| Income (loss) before income taxes | $ | 529 | $ | (13,583) | $ | (121,145) | $ | (69,471) |
| Provision for income taxes | (46) | (26) | (146) | (138) | ||||
| Net income (loss) | $ | 483 | $ | (13,609) | $ | (121,291) | $ | (69,609) |
| Foreign currency translation adjustment | (65) | 1,005 | 3,076 | 304 | ||||
| Comprehensive income (loss) | $ | 418 | $ | (12,604) | $ | (118,215) | $ | (69,305) |
| Net income (loss) | 483 | (13,609) | (121,291) | (69,609) | ||||
| Net Income (loss) attributable to common stockholders – basic | $ | 483 | $ | (13,609) | $ | (121,291) | $ | (69,609) |
| Net Income (loss) attributable to common stockholders – diluted | (18,212) | (13,609) | (123,297) | (69,609) | ||||
| Weighted average of shares outstanding – basic | 133,335 | 126,429 | 131,913 | 118,978 | ||||
| Weighted average of shares outstanding – diluted | 149,557 | 126,429 | 132,535 | 118,978 | ||||
| Net Income (loss) attributable to common stockholders per share – basic | $ | 0.00 | $ | (0.11) | $ | (0.92) | $ | (0.59) |
| Net Income (loss) attributable to common stockholders per share – diluted | $ | (0.12) | $ | (0.11) | $ | (0.93) | $ | (0.59) |
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NextNav INC.
CONDENSED Consolidated Statements of Cash Flows
(UNAUDITED)
(IN THOUSANDS)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating activities | ||||
| Net loss | $ | (121,291) | $ | (69,609) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 6,348 | 3,926 | ||
| Equity-based compensation | 12,539 | 11,162 | ||
| Change in fair value of warrants | (2,006) | 19,523 | ||
| Debt extinguishment loss | 13,734 | — | ||
| Issuance of common warrants | 9,006 | — | ||
| Change in fair value of derivative liability | 36,407 | — | ||
| Change in fair value of asset purchase agreement liability | — | (2,217) | ||
| Realized and unrealized gain on short term investments | (2,204) | (517) | ||
| Equity method investment loss | 119 | 118 | ||
| Asset retirement obligation accretion | 78 | 51 | ||
| Amortization of debt discount | 6,878 | 4,526 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 1,869 | 97 | ||
| Other current assets | (511) | 269 | ||
| Other assets | 121 | 60 | ||
| Accounts payable | (21) | 527 | ||
| Deferred revenue | 134 | 6 | ||
| Accrued expenses and other liabilities | 3,483 | 5,144 | ||
| Operating lease right-of-use assets and liabilities | 649 | 874 | ||
| Net cash used in operating activities | $ | (34,668) | $ | (26,060) |
| Investing activities | ||||
| Purchases of network assets, property, and equipment | (65) | (182) | ||
| Purchase of internal use software | (310) | (354) | ||
| Purchase of marketable securities | (194,494) | (44,894) | ||
| Sale and maturity of marketable securities | 159,900 | 30,500 | ||
| Payment for asset purchase agreement liability | — | (2,732) | ||
| Net cash used in investing activities | $ | (34,969) | $ | (17,662) |
| Financing activities | ||||
| Proceeds from 2028 senior convertible notes | 190,000 | — | ||
| Repayment of 2026 senior secured notes | (70,700) | — | ||
| Payments towards debt issuance cost | (1,517) | — | ||
| Payments towards debt | (86) | (82) | ||
| Proceeds from exercise of common warrants | 766 | 27,896 | ||
| Redemption of non-controlling interests | — | 40 | ||
| Proceeds from exercise of common stock options | 1,614 | 1,882 | ||
| Net cash provided by financing activities | $ | 120,077 | $ | 29,736 |
| Effect of exchange rates on cash and cash equivalents | 224 | 13 | ||
| Net increase (decrease) in cash and cash equivalents | 50,664 | (13,973) | ||
| Cash and cash equivalents at beginning of period | 39,330 | 81,878 | ||
| Cash and cash equivalents at end of period | $ | 89,994 | $ | 67,905 |
| Non-cash investing and financing information and supplemental disclosures | ||||
| Capital expenditure included in Accrued expenses and other current liabilities | $ | 23 | $ | 159 |
| Interest paid in shares of common stock | $ | — | $ | 1,867 |
| Interest paid in cash | $ | 4,244 | $ | 1,750 |
| Issuance of shares for asset purchase agreement | $ | 20,394 | $ | — |
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