Nextnav Inc 10-Q for FY2025 Q3
Nextnav Inc. (NN)
About this 10-Q
Nextnav Inc filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $887K
- down 44.8% from $1.61M a year earlier
- Net income
- $483K
- compared with a net loss of $13.61M a year earlier
- Diluted EPS
- -$0.12
- compared with -$0.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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For the quarterly period ended
OR
For the transition period from _____ to _____
Commission File Number:
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
| (I.R.S. Employer |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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| The | ||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
NEXTNAV INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2025
Table of Contents
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “NextNav,” the “Company,” “we,” “us,” and “our” include NextNav Inc. and its subsidiaries.
i
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “anticipate,” “believe,” “expect,” “intend,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “could,” “would,” “will” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements may relate to, but are not limited to: expectations regarding our strategies and future financial performance, including future business plans or objectives, expected functionality of our geolocation services, anticipated timing and level of deployment of our services, including our TerraPoiNT and NextGen systems, anticipated demand and acceptance of our services, prospective performance and commercial opportunities and competitors; the timing of obtaining regulatory approvals, the achievement of certain Federal Communications Commission (“FCC”) related milestones and FCC approvals, including with respect to the Asset Purchase Agreement, dated as of March 7, 2024, we entered into with Telesaurus Holdings GP and Skybridge Spectrum Foundation, to acquire certain Multilateration Location and Monitoring Services licenses, and our petition for rulemaking filed with the FCC; our ability to finance our research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenue, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives; our ability to evolve our technology to be compatible with 5G New Radio technologies, and realize the technical benefits of such proposed evolution; our ability to realize the anticipated technical and business benefits associated with the acquisition of NextNav France, and any subsequent mergers, acquisitions, or other similar transactions, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; factors relating to our future operations, projected capital resources and financial position, estimated revenue and losses, projected costs and capital expenditures, prospects and plans, including the potential increase in customers on our Pinnacle network, the expansion of our services in Japan through MetCom, Inc., and expectations about other international markets; our belief that continuing integration of our Pinnacle service into devices and applications will support revenue growth over the coming year; projections of market growth and size, including the level of market acceptance for our services; our ability to adequately protect key intellectual property rights or proprietary technology; our ability to maintain our Location and Monitoring Service (“LMS”) licenses and obtain additional LMS licenses as necessary; our ability to maintain adequate operational financial resources or raise additional capital or generate sufficient cash flows, including the adequacy of our financial resources to meet our operational and working capital requirements for the 12 month period following the issuance of this report and our ability to meet longer term expected future cash requirements and obligations; our ability to develop and maintain effective internal controls; our success in recruiting and/or retaining officers, key employees or directors; expansion plans and opportunities; costs related to being a public company; our ability to maintain the listing of our securities on Nasdaq; macroeconomic factors and their effects on our operations; and the outcome of any known and unknown litigation and regulatory proceedings, as well as assumptions relating to the foregoing.
Forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
For additional information regarding risk factors, see Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, and Part I, Item 1A, “Risk Factors” of our 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”).
ii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
NextNav Inc.
CONDENSED Consolidated Balance Sheets
(IN THOUSANDS, EXCEPT SHARE DATA)
| September 30, 2025 (unaudited) |
| December 31, 2024 | ||
Assets |
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Current assets: |
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Cash and cash equivalents | $ |
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Short term investments |
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Accounts receivable |
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Other current assets |
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Total current assets | $ |
| $ | ||
Property and equipment, net of accumulated depreciation of $ |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets |
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Other assets |
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Total assets | $ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable | $ |
| $ | ||
Accrued expenses and other current liabilities |
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Operating lease current liabilities |
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Deferred revenue |
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Total current liabilities | $ |
| $ | ||
Warrants |
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Operating lease noncurrent liabilities |
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Other long-term liabilities |
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Long term debt, net |
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Total liabilities | $ |
| $ | ||
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Stockholders’ equity: |
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Common stock, authorized |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
| ( |
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| ( |
Common stock in treasury, at cost; |
| ( |
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| ( |
Total stockholders’ equity (deficit) | $ | ( |
| $ | |
Total liabilities and stockholders’ equity | $ |
| $ | ||
See accompanying notes.
1
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 | $ |
| $ |
| $ |
| $ | ||||
Operating expenses: |
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Cost of goods sold (exclusive of depreciation and amortization) |
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Research and development |
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Selling, general and administrative |
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Depreciation and amortization |
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Total operating expenses | $ |
| $ |
| $ |
| $ | ||||
Operating loss | $ | ( |
| $ | ( |
| $ | ( |
| $ | ( |
Other income (expense): |
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Interest expense, net |
| ( |
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| ( |
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| ( |
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| ( |
Debt extinguishment loss |
| — |
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| — |
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| ( |
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| — |
Change in fair value of warrants |
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| ( | |||
Change in fair value of derivative liability |
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| — |
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| ( |
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| — | |
Other income (loss), net |
| ( |
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| ( |
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Income (loss) before income taxes | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Provision for income taxes |
| ( |
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| ( |
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| ( |
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| ( |
Net income (loss) | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Foreign currency translation adjustment |
| ( |
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Comprehensive income (loss) | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Net income (loss) |
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| ( |
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| ( |
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| ( | |
Net Income (loss) attributable to common stockholders – basic | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Net Income (loss) attributable to common stockholders – diluted |
| ( |
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| ( |
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| ( |
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| ( |
Weighted average of shares outstanding – basic |
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Weighted average of shares outstanding – diluted |
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Net Income (loss) attributable to common stockholders per share – basic | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Net Income (loss) attributable to common stockholders per share – diluted | $ | ( |
| $ | ( |
| $ | ( |
| $ | ( |
See accompanying notes.
2
NextNav INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
|
| Common Stock |
| Additional Paid-In |
| Accumulated |
| Accumulated Other Comprehensive |
| Treasury stock, |
| Stockholders’ | ||||||||
|
| Shares |
| Value |
| Capital |
| Deficit |
| Income |
| at cost |
| Equity (Deficit) | ||||||
Balance, December 31, 2024 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ | |||||
Vesting of RSUs |
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Exercise of common stock options |
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Exercise of common warrants |
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Reclassification of warrant liability to common stock warrants |
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| — |
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Stock-based compensation expense |
| — |
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| — |
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| — |
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| — |
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Issuance of common warrants |
| — |
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| — |
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| — |
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Net loss |
| — |
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| — |
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| — |
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| ( |
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| — |
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| — |
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| ( |
Foreign currency translation adjustment |
| — |
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| — |
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| — |
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| — |
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| — |
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Balance, March 31, 2025 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ | |||||
Vesting of RSUs |
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| — |
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| — |
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| — |
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| — |
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Issuance of RSAs |
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| — |
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| — |
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| — |
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Exercise of common stock options |
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Exercise of common warrants |
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| — |
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| — |
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| — |
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| — |
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Stock-based compensation expense |
| — |
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| — |
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| — |
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| — |
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| — |
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Change in estimate of issuance of 2028 common warrants |
| — |
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| — |
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| — |
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| — |
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Net loss |
| — |
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| — |
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| — |
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| ( |
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| — |
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| — |
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| ( |
Foreign currency translation adjustment |
| — |
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| — |
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| — |
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| — |
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| — |
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Balance, June 30, 2025 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ | ( | ||||
Vesting of RSUs |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — | |
Exercise of common stock options |
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| — |
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| — |
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Exercise of common warrants |
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Issuance of shares for asset purchase agreement |
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| — |
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Stock-based compensation expense |
| — |
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| — |
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| — |
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| — |
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| — |
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Net income |
| — |
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| — |
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| — |
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| — |
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| — |
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Foreign currency translation adjustment |
| — |
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| — |
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| — |
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| — |
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| ( |
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| — |
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| ( |
Balance, September 30, 2025 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ | ( | ||||
See accompanying notes.
3
NextNav INC.
CONDENSED Consolidated Statements of Changes in Stockholders’ equity
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
|
| Common Stock |
| Additional Paid-In |
| Accumulated |
| Accumulated Other Comprehensive |
| Treasury stock, |
| Stockholders’ |
| Non-controlling |
| Total | ||||||||||
|
| Shares |
| Value |
| Capital |
| Deficit |
| Income |
| at cost |
| Equity |
| Interest |
| Equity | ||||||||
Balance, December 31, 2023 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ |
| $ |
| $ | |||||||
Vesting of RSUs |
|
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — | |
Issuance of RSAs |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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Exercise of common stock options |
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| — |
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| — |
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| — |
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| — |
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| — |
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Reclassification of warrant liability to Common Stock warrants |
| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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Stock-based compensation expense |
| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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Net loss |
| — |
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| — |
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| — |
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| ( |
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| — |
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| — |
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| ( |
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| — |
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| ( |
Foreign currency translation adjustment |
| — |
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| — |
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| — |
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| — |
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| ( |
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| — |
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| ( |
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| — |
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| ( |
Balance, March 31, 2024 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ |
| $ |
| $ | |||||||
Vesting of RSUs |
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| — |
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| — |
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| — |
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| — |
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| — |
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Issuance of RSAs |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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Exercise of common stock options |
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| — |
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| — |
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| — |
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| — |
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Reclassification of warrant liability to Common Stock warrants |
| — |
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| — |
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Stock-based compensation expense |
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Exercise of common warrants |
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Interest payment through issuance of shares of Common Stock |
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Redemption of non-controlling interests |
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| — |
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| — |
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| — |
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| ( |
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Shares of Common Stock received from settlement of employee receivables |
| ( |
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| — |
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| — |
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| — |
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| — |
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| ( |
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| ( |
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| — |
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| ( |
Net loss |
| — |
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| — |
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| ( |
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| — |
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| — |
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| ( |
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| — |
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| ( |
Foreign currency translation adjustment |
| — |
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| — |
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| — |
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| — |
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| ( |
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| — |
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| ( |
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| — |
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| ( |
Balance, June 30, 2024 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ |
| $ | — |
| $ | ||||||
Vesting of RSUs |
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| — |
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| — |
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| — |
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Exercise of common stock options |
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Exercise of common warrants |
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Reclassification of warrant liability to Common Stock warrants |
| — |
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Stock-based compensation expense |
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Net loss |
| — |
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| — |
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| — |
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| ( |
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| — |
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| — |
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| ( |
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| — |
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| ( |
Foreign currency translation adjustment |
| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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Balance, September 30, 2024 |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ | ( |
| $ |
| $ | — |
| $ | ||||||
See accompanying notes.
4
NextNav INC.
CONDENSED Consolidated Statements of Cash Flows
(UNAUDITED)
(IN THOUSANDS)
| Nine Months Ended September 30, | ||||
| 2025 |
| 2024 | ||
Operating activities |
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Net loss | $ | ( |
| $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Equity-based compensation |
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Change in fair value of warrants |
| ( |
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Debt extinguishment loss |
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| — | |
Issuance of common warrants |
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| — | |
Change in fair value of derivative liability |
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| — | |
Change in fair value of asset purchase agreement liability |
| — |
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| ( |
Realized and unrealized gain on short term investments |
| ( |
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| ( |
Equity method investment loss |
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Asset retirement obligation accretion |
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Amortization of debt discount |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Other current assets |
| ( |
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Other assets |
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Accounts payable |
| ( |
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Deferred revenue |
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Accrued expenses and other liabilities |
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Operating lease right-of-use assets and liabilities |
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Net cash used in operating activities | $ | ( |
| $ | ( |
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Investing activities |
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Purchases of network assets, property, and equipment |
| ( |
|
| ( |
Purchase of internal use software |
| ( |
|
| ( |
Purchase of marketable securities |
| ( |
|
| ( |
Sale and maturity of marketable securities |
|
|
| ||
Payment for asset purchase agreement liability |
| — |
|
| ( |
Net cash used in investing activities | $ | ( |
| $ | ( |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from 2028 senior convertible notes |
|
|
| — | |
Repayment of 2026 senior secured notes |
| ( |
|
| — |
Payments towards debt issuance cost |
| ( |
|
| — |
Payments towards debt |
| ( |
|
| ( |
Proceeds from exercise of common warrants |
|
|
| ||
Redemption of non-controlling interests |
| — |
|
| |
Proceeds from exercise of common stock options |
|
|
| ||
Net cash provided by financing activities | $ |
| $ | ||
Effect of exchange rates on cash and cash equivalents |
|
|
| ||
Net increase (decrease) in cash and cash equivalents |
|
|
| ( | |
Cash and cash equivalents at beginning of period |
|
|
| ||
Cash and cash equivalents at end of period | $ |
| $ | ||
|
|
|
|
|
|
Non-cash investing and financing information and supplemental disclosures |
|
|
|
|
|
Capital expenditure included in Accrued expenses and other current liabilities | $ |
| $ | ||
Interest paid in shares of common stock | $ | — |
| $ | |
Interest paid in cash | $ |
| $ | ||
Issuance of shares for asset purchase agreement | $ |
| $ | — | |
See accompanying notes.
5
NextNav INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the nine months ended September 30, 2025
1. Organization and Business
Principal Business
NextNav Inc. (together with its consolidated subsidiaries (“NextNav” or the “Company”) is the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of the existing space-based Global Positioning System (“GPS”) and Global Navigation Satellite Systems (“GNSS”). The Company is evolving its complementary PNT solutions to use 5G New Radio (“5G NR”) technologies (“NextGen”). The Company has filed a Petition for Rulemaking with the FCC to update and reconfigure the Lower 900 MHz band to facilitate a transition to 5G for its services. The Company expects the evolution of its platform to NextGen capability will significantly improve the efficiency, flexibility, and scale of its operations, enabling the delivery of high-quality PNT via a 5G broadband network. The NextGen solution is being designed to allow one or more partners to integrate the Company’s Lower 900 MHz spectrum into their 5G networks. The Company expects that this would result in wide-scale availability of both complementary PNT services and additional broadband capacity.
As the Company evolves its technology platform to NextGen and pursues regulatory changes to the Lower 900 MHz band and its spectrum licenses, it continues to deliver high-quality PNT services through its Pinnacle and TerraPoiNT solutions. The Pinnacle system provides an accurate altitude service and is primarily used for public safety applications, including enhanced 911 (“E911”) for Verizon and a growing number of devices operating on the remaining national cellular network providers. The TerraPoiNT system is a terrestrially based dedicated, complementary 3D PNT network designed to overcome the limitations inherent in the space-based nature of GPS. TerraPoiNT received the highest scores in testing by the U.S. Department of Transportation (“DoT”) reported in 2021 regarding potential PNT backup solutions in each category tested and was the only solution evaluated capable of providing the full set of services provided by GPS. Continuing its engagement with the DoT, in 2024 the Company was awarded a contract to establish performance characteristics for TerraPoiNT to allow the DoT to incorporate its solutions into a clearinghouse of solutions defined in the DoT Complementary PNT Action Plan, for potential use by Federal government customers.
Since its inception, NextNav has incurred recurring losses and generated negative cash flows from operations and has primarily relied upon debt and equity financings to fund its cash requirements. During the nine months ended September 30, 2025 and 2024, the Company incurred net losses of $
Managing liquidity and the Company’s cash position is a priority of the Company. The Company continually works to optimize its expenses in light of the growth of its business and adapt to changes in the economic environment. The Company believes that its cash and cash equivalents and marketable securities as of September 30, 2025 will be sufficient to meet its working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months from the filing of this Quarterly Report on Form 10-Q. The Company believes it will meet longer term expected future cash requirements and obligations through a combination of its existing cash and cash equivalents balances and marketable securities, cash flows from operations, and issuance of equity securities or debt offerings. However, this determination is based upon internal financial projections and is subject to changes in market and business conditions.
2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements.
Unaudited Interim Financial Information
The condensed consolidated financial statements as of September 30, 2025 are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. General Accepted Accounting Principles (“GAAP”) and SEC instructions for interim financial information and should be read in conjunction with NextNav’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which the Company filed with the SEC on March 12, 2025.
6
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position as of September 30, 2025, results of operations for the three and nine months ended September 30, 2025 and 2024, and changes in stockholders’ equity and cash flows for the nine months ended September 30, 2025 and 2024, but are not necessarily indicative of the results expected for the full fiscal year or any other period.
There have been no changes to the Company’s significant accounting policies described in the 2024 Form 10-K that have had a material impact on these condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation of common stock warrants, derivative liability-conversion option, income taxes and equity-based compensation, among others. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions.
Cash and Cash Equivalents and Marketable Securities
Cash and cash equivalents include all cash in banks and highly liquid investments with an original maturity of three months or less when purchased. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company seeks to reduce this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Further, the Company seeks to minimize its exposure to banking risk by limiting the amount of uninsured deposits and investing its excess cash in U.S. government and government agency bonds, and money market funds.
The Company invests excess cash primarily in U.S. treasury bills and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents, and those that have stated maturities of over three months as short-term investments on the Condensed Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. Marketable securities that are held for resale are classified as "trading securities" and are measured at fair value with the related gains and losses, including unrealized, recognized in interest expense, net. Marketable securities not classified as held to maturity or as trading securities are classified as "available-for-sale securities" and the fair value option (“FVO”) was elected, for which related gains and losses, including unrealized gains and losses and interest, are recognized in interest expense, net. The FVO election allows the Company to account for the marketable securities at fair value, which is consistent with the manner in which the instruments are managed. For the three months ended September 30, 2025 and 2024, the Company recorded gains of $
Revenue
The following table presents the Company’s revenue disaggregated by category and source:
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
| (in thousands) |
| (in thousands) | ||||||||
Commercial | $ |
| $ |
| $ |
| $ | ||||
Government contracts |
|
|
|
|
|
|
| ||||
Total revenue | $ |
| $ |
| $ |
| $ | ||||
7
Contract Balances
Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of September 30, 2025 and December 31, 2024, the Company’s accounts receivable balances were comprised of $
Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of September 30, 2025 and December 31, 2024, the Company’s contract liabilities were $
Equity-Based Compensation
Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur.
The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses:
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
| (in thousands) |
|
| (in thousands) | ||||||
Cost of goods sold | $ |
| $ |
| $ |
| $ | ||||
Research and development |
|
|
|
|
|
|
| ||||
Selling, general and administrative |
|
|
|
|
|
|
| ||||
Total stock-based compensation expense | $ |
| $ |
| $ |
| $ | ||||
Basic and Diluted Net Income/Loss per Share
Basic income/loss per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net loss available to stockholders by the weighted-average number of shares of common stock outstanding for the period. Restricted shares are included in the computation of basic EPS as they vest.
Diluted EPS is computed using the weighted average number of shares and diluted potential shares outstanding to the extent the effect would not be antidilutive. Dilutive potential shares of common stock are additional shares of common stock assumed to be exercised determined using the treasury stock method or if-converted method. Adjustments to the numerator are made for diluted EPS, including reversal of mark-to-market (“MTM”) adjustments recognized in earnings related to private placement warrants and derivative liability, to the extent the combined effect of the numerator and denominator adjustments is dilutive.
8
Basic and diluted EPS calculation | Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
| (in thousands, except per share amounts) |
| (in thousands, except per share amounts) | ||||||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders - basic | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Adjustments for dilutive impacts: |
|
|
|
|
|
|
|
|
|
|
|
Reversal of MTM adjustments |
| ( |
|
|
|
|
| ( |
|
| — |
Reversal of interest expense and amortization of debt discount |
|
|
|
|
|
|
|
|
|
| |
Net income (loss) attributable to common stockholders - diluted |
| ( |
|
| ( |
|
| ( |
|
| ( |
Denominator |
|
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|
|
|
|
|
|
|
|
|
Weighted average shares – basic |
|
|
|
|
|
|
| ||||
Adjustment: Add dilutive shares |
|
|
| — |
|
|
|
| — | ||
Weighted average shares – diluted |
|
|
|
|
|
|
| ||||
Basic income (loss) per share | $ |
| $ | ( |
| $ | ( |
| $ | ( | |
Diluted income (loss) per share | $ | ( |
| $ | ( |
| $ | ( |
| $ | ( |
The following details anti-dilutive unvested restricted stock units and unvested restricted stock awards, as well as the anti-dilutive effects of the outstanding warrants, convertible notes, and stock options:
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
Antidilutive Shares Excluded | 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
| (in thousands) |
| (in thousands) | ||||||||
Warrants |
|
|
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|
|
| ||||
Stock Options |
|
|
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|
|
| ||||
Unvested Restricted Stock Units |
|
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|
| ||||
Unvested Restricted Stock Awards |
| — |
|
|
|
|
|
| |||
2028 Notes Convertible Stock |
| — |
|
| — |
|
|
|
| — | |
Equity Method Investment
The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.
The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one quarter lag.
The Company evaluates equity method investment for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded.
Leases
NextNav leases office spaces under non-cancellable leases as well as site leases for towers and shelters under operating leases related to its network. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less.
9
The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and accounts for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance.
Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement. Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement.
Property and Equipment and Network under Construction
Property and equipment, net of accumulated depreciation and network under construction are recorded at cost. Employee-related costs for construction of network assets are also capitalized during the construction phase. Expenditures for maintenance and repairs that do not materially extend the useful lives of property and equipment are charged to cost of goods sold (“COGS”) and selling, general and administrative (“SG&A”) as incurred. When property or equipment is retired or otherwise disposed of, the related property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is included in the Consolidated Statements of Comprehensive Loss.
Depreciation and Amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
Pinnacle and TerraPoiNT network assets |
| |
Office equipment, furniture and internal use software |
| |
Leasehold improvements |
| Shorter of the useful life or lease term |
Acquired finite-lived intangible assets |
|
Certain decommissioned network assets were retired in 2025 as the Company evolves its technology platform to NextGen. The Company recorded $
Acquired finite-lived intangible assets
Acquired finite-lived intangible assets primarily includes proprietary technology and software. See Note 4 — Intangibles.
Indefinite-Lived Intangible assets
NextNav holds wireless Multilateration Location and Monitoring Service (“LMS”) licenses. Certain general regulatory requirements apply to some of the licensed wireless spectrum held by NextNav, including, for example, certain build-out or “substantial service” requirements, which generally must be satisfied as a condition to the license. NextNav is actively engaged in either meeting such requirements currently or seeking an extension of such requirements from the Federal Communications Commission (“FCC”) for each of its LMS licenses subjected to the requirements. Although licenses are issued by the FCC for only a fixed time, ten years, such licenses are subject to renewal by the FCC, based on the achievement of certain milestones and a finding that such renewal would serve the public interest. Upon renewal, the licenses are granted for additional ten-year periods. Renewal of NextNav’s licenses has occurred previously and at nominal cost. As a result, NextNav treats its wireless LMS spectrum licenses as an indefinite-lived intangible asset. NextNav reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Costs incurred to maintain the FCC licenses are recorded in operating expenses.
10
NextNav assesses indefinite-lived intangible assets for potential impairment annually as of October 1 or during the year if an event or other circumstance indicates that NextNav may not be able to recover the carrying amount of the asset. In evaluating indefinite-lived intangible assets for impairment, NextNav first assesses qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If NextNav concludes that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. However, if NextNav concludes that it is more likely than not that the fair value of the asset is less than its carrying value, then NextNav performs a two-step impairment test to identify potential impairment and measures the amount of impairment it will recognize, if any.
No impairment of indefinite-lived intangible assets was recorded during both the three and nine months ended September 30, 2025 and September 30, 2024.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as
| Nine Months Ended September 30, | ||||
| 2025 |
| 2024 | ||
| (in thousands) | ||||
Beginning Balance | $ |
| $ | ||
Changes in foreign exchange rates |
|
|
| ||
Ending Balance | $ |
| $ | ||
11
Acquisitions
The Company accounts for its acquisitions using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired are included in the Company’s consolidated financial statements from the date of acquisition.
When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period.
Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. During the measurement period, which may be up to
Long term debt
The carrying value of long-term debt in the Company’s Condensed Consolidated Balance Sheets generally consists of principal amount of debt, net of debt discounts. The Company evaluates its debt agreements to determine whether debt contains embedded features requiring bifurcation from the debt host in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"). If an embedded feature requires bifurcation from its debt host, the Company will account for it as a derivative at fair value. If a hybrid instrument has multiple embedded derivatives requiring bifurcation, the Company will bifurcate a single compound derivative. The Company uses valuation models to estimate the fair value of the bifurcated embedded derivatives. Debt discounts recognized as a result of allocating proceeds to bifurcated embedded derivatives as well as accounting for direct debt issuance costs are amortized to interest expense using the effective interest method.
The fair value of bifurcated derivatives is presented in the same line item as debt in the Company's Condensed Consolidated Balance Sheets.
Unamortized debt discounts are written off and included in the Company’s gain or loss calculations to the extent the Company extinguishes debt prior to the original maturity.
12
Foreign Currency Translation
The functional currency of NextNav’s foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the Condensed Consolidated Balance Sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss. Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction.
Net transaction gains (losses) from foreign currency contracts recorded in the Condensed Consolidated Statements of Comprehensive Loss were immaterial for the three and nine months ended September 30, 2025 and 2024. The only component of other comprehensive loss is currency translation adjustments for all periods presented. No income tax expense was allocated to the currency translation adjustments.
Segments
NextNav operates as
Recent Accounting Developments Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is effective for the Company's annual periods beginning January 1, 2026 with early adoption permitted, and requires the Company to disclose additional information on the rate reconciliation and income taxes paid. The Company has not yet adopted ASU 2023-09 and is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for the Company's annual periods beginning January 1, 2027, on a prospective basis, with early adoption and retrospective application permitted. The Company has not yet adopted ASU 2024-03 and is currently evaluating the potential effect of the adoption on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40)— Targeted Improvements to the Accounting for Internal-Use Software, which amends the criteria used to begin capitalizing software costs. ASU 2025-06 is effective for the Company's annual periods beginning January 1, 2028, with early adoption and prospective, modified retrospective and retrospective applications permitted. The Company has not yet adopted ASU 2025-06 and is currently evaluating the potential effect of the adoption on its consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
3. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
|
| (in thousands) |
| |||||
Accrued salary and other employee liabilities |
| $ |
|
| $ |
| ||
Accrued legal and professional services |
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|
| ||
Accrued interest |
|
|
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|
| ||
Other accrued liabilities |
|
|
|
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|
| ||
Total |
| $ |
|
| $ |
| ||
13
4. Intangibles
Intangible assets as of September 30, 2025 and December 31, 2024 consisted of following (in thousands):
| September 30, 2025 |
| December 31, 2024 |
| ||||||||||||||
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Net Carrying Value |
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Net Carrying Value |
|
Indefinite-Lived intangible assets | $ |
|
| — |
|
|
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|
| — |
|
|
| ||||
Acquired Software |
|
|
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| ||||||
Acquired Technology |
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| ||||||
Internal Use Software |
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| ||||||
Total | $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| ||||||
The weighted average remaining useful lives of acquired software and acquired technology were
Amortization expense on intangibles assets was $
2025 | $ |
| |
2026 |
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| |
2027 |
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| |
2028 |
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| |
2029 and thereafter |
|
| |
| $ |
|
14
5. Asset Purchase Agreement
On March 7, 2024, the Company and its wholly-owned subsidiary Progeny LMS, LLC entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Telesaurus Holdings GB and Skybridge Spectrum Foundation to acquire (1) certain Multilateration Location and Monitoring Service licenses (the “M-LMS Licenses”) issued by the FCC and (2) rights to a petition for reconsideration, dated December 20, 2017, which, if granted, may reinstate additional M-LMS Licenses owned by the sellers and terminated by the FCC in 2017 (the "Transaction").
The consideration for the Transaction was as follows:
|
| $ |
|
| $ |
|
| $ |
On March 28, 2024, the Company received the Alameda Court Approval and made a cash payment of $
On June 20, 2025, the FCC issued a Memorandum and Order consenting to the assignment of 128 M-LMS licenses pursuant to the Asset Purchase Agreement. Subsequently, an application for review was filed by a party with interests in terminated M-LMS licenses not related to this transaction. The Company filed a response to the application for review on August 4, 2025 and no further applications or objections were filed.
The Transaction closed on September 19, 2025 (“Closing”). In connection with the Closing, the Company issued
Prior to Closing, the Company had a total of $
Upon Closing, the Company:
Released the prepaid consideration of $
Recognized the acquired M-LMS Licenses as intangible assets in the Consolidated Balance Sheet at a value of $
The acquired M-LMS Licenses are classified as indefinite-lived intangible assets in the Company’s Consolidated Balance Sheet. The Company reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. See Note 2 — Summary of Significant Accounting Policies.
The Asset Purchase Agreement provides for additional contingent consideration in the amount of $
6. Equity Method Investment
As of September 30, 2025, the Company’s total ownership of MetCom Inc., a privately-owned Japanese joint stock company (kabushiki kaisha) (“MetCom”), consisted of
The Company holds a warrant (the “MetCom Warrant”) issued by MetCom which entitles the Company to purchase additional shares at an exercise price of JPY
15
7. Fair Value
NextNav uses observable and unobservable inputs to determine the value of its assets and liabilities recorded at fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, where applicable, is as follows:
- Level 1 — Quoted prices in active markets for identical assets or liabilities
- Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities
- Level 3 — No observable pricing inputs in the market
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. NextNav’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. NextNav effectuates transfers between levels of the fair value hierarchy, if any, as of the date of the actual circumstance that caused the transfer.
The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis:
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
| (in thousands) | ||||||||||
September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents - Money Market Funds | $ |
| $ | — |
| $ | — |
| $ | ||
Cash and Cash Equivalents – Available-for-sale debt securities with fair value option election |
| — |
|
|
|
| — |
|
| ||
Short term investments – Available-for-sale debt securities with fair value option election |
| — |
|
|
|
| — |
|
| ||
Private Placement Warrants |
| — |
|
| — |
|
|
|
| ||
Derivative Liability - Conversion Option |
| — |
|
| — |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents - Money Market Funds | $ |
| $ | — |
| $ | — |
| $ | ||
Cash and Cash Equivalents - Available-for-sale debt securities with fair value option election |
| — |
|
|
|
| — |
|
| ||
Short term investments - Available-for-sale debt securities with fair value option election |
| — |
|
|
|
| — |
|
| ||
Private Placement Warrants | $ | — |
| $ | — |
| $ |
| $ | ||
The carrying values of cash and cash equivalents, accounts payable, accrued expenses, amounts included in other current assets, and current liabilities that meet the definition of a financial instrument, approximate fair value due to their short-term nature. The total estimated fair value of the 2028 Notes was $
Assets, liabilities, and equity instruments that are measured at fair value on a nonrecurring basis include fixed assets and intangible assets. The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models.
16
Private Placement Warrants
The Company engaged a third-party valuation firm to assist with the fair value analysis of the Private Placement Warrants (as defined below). The analysis used commonly accepted valuation methodologies and best practices to determine the fair value of the equity, in accordance with fair value standards and U.S. GAAP. For the Private Placement Warrants that were outstanding as of September 30, 2025, and December 31, 2024, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model:
| September 30, 2025 |
|
| December 31, 2024 |
| ||
| Values |
|
| Values |
| ||
Stock price | $ |
|
| $ |
| ||
Strike Price | $ |
|
| $ |
| ||
Holding Period/Term (years) |
|
|
|
|
| ||
Volatility |
| % |
|
| % | ||
Expected dividends |
| |
|
|
| |
|
Risk-free rate |
| % |
|
| % | ||
Fair value of warrants | $ |
|
| $ |
| ||
The significant unobservable input used in the fair value measurement of the Private Placement Warrants is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The table below provides a reconciliation of the beginning and ending balances for the Private Placement Warrants measured at fair value using significant unobservable inputs (Level 3).
|
| (in thousands) |
| |
Balance as of December 31, 2024 |
| $ |
| |
Fair value adjustment of Private Placement Warrants |
|
| ( |
|
Reclassification of warrant liability to common stock warrants |
|
| ( |
|
Balance as of September 30, 2025 |
| $ |
| |
17
Derivative Liability-Conversion Option
The 2028 Notes (as defined below) contain an embedded conversion feature that is required to be bifurcated and accounted for separately from the 2028 Notes as a derivative liability. The fair value of the conversion option was determined using a binomial lattice valuation model and a “with-and-without” valuation methodology. The derivative liability related to the 2028 Notes conversion option was measured at March 12, 2025 (agreement date of 2028 Notes, see Note 8 - Long term debt) and September 30, 2025 and contained the following assumptions:
| September 30, |
| March 12, | ||||
| 2025 |
| 2025 | ||||
Stock price volatility (transaction calibrated) |
| % |
|
| % | ||
Expected term |
| years |
|
| years | ||
Stock price | $ |
|
| $ |
| ||
Risk-free interest rate |
| % |
|
| % | ||
Credit rate |
| |
|
|
| |
|
Debt yield (transaction-calibrated) |
| % |
|
| % | ||
The significant unobservable input used in the fair value measurement of the conversion option is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The table below provides a summary of the changes in fair value of the Company's 2028 Notes conversion option derivative liability accounted for as liabilities using significant unobservable inputs (Level 3):
|
| (in thousands) | |
Balance as of December 31, 2024 |
| $ | — |
Initial recognition of derivative liability |
|
| |
Fair value adjustment of derivative liability* |
|
| |
Balance as of September 30, 2025 |
| $ | |
* Includes $
The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.
18
8. Long term debt, net
2026 Notes and related warrants
The Company issued a total of $
In conjunction with the issuance of 2026 Notes, the Company issued
2028 Notes and related warrants
On March 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”), among the Company and certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to (i) sell to the Purchasers, in a private placement (the “Private Placement”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, $
On March 27, 2025 (the “Closing Date”), in connection with the Private Placement, the Company entered into (i) an indenture (the “Indenture”), among the Company, certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent (“GLAS Trust”), (ii) a security agreement (the “Security Agreement”), among the Company, the Guarantors and GLAS Trust and (iii) a registration rights agreement (the “Registration Rights Agreement”), among the Company and the Purchasers. On March 27, 2025, the Company also issued the 2028 Warrants to certain of the Purchasers.
The 2028 Notes will mature on
The Purchasers may, at any time, elect to convert some or all of the 2028 Notes into a number of shares of common stock equal to (i) the sum of the then-outstanding principal amount of 2028 Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) the then-applicable conversion price. The initial conversion price was set at
19
The Company may redeem the 2028 Notes, in whole or in part, at any time on or after March 27, 2026 at a redemption price equal to
Upon the closing of the Private Placement, the Company used a portion of the net proceeds from the Private Placement to redeem all of the 2026 Notes, at a redemption price of
The Company recognized a $
The terms of the 2026 Warrants were not modified or impacted by the Private Placement and the subsequent redemption of the 2026 Notes.
In conjunction with the issuance of the 2028 Notes, the Company issued the 2028 Warrants to two lead investors, who were non-2026 Notes lenders to purchase shares of the Company’s common stock with exercise prices ranging from $
As part of the NPA, an entity affiliated with Fortress Investment Group LLC ("Fortress"), a
For the three and nine months ended September 30, 2025, the interest expense related to these notes was $
The Company agreed to file a registration statement under the Securities Act registering the resale of the 2028 Warrants, the shares of common stock underlying the 2028 Warrants and the conversion option of the 2028 Notes within
The Company determined that the conversion option embedded within the 2028 Notes required bifurcation as a derivative liability under ASC 815. For the valuation to record the debt and embedded derivative related to the conversion option at fair value, the Company used a binomial lattice valuation model and a “with-and-without” valuation methodology at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, the transaction-calibrated debt yield and expected volatility. Certain inputs (e.g., expected volatility) involve unobservable inputs and are classified as level 3 of the fair value hierarchy. See Note 7 – Fair Value. The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions. Further, the Company determined that contingent interest features require bifurcation and therefore, bifurcated these embedded derivatives, along with the conversion option, from the debt host as a single, compound derivative liability. The Company determined the likelihood of the occurrence of events requiring payment under the contingent interest features to be remote and therefore, determined their value to be de minimis. The fair value of derivative liability was $
The carrying value of the 2028 Notes was $
20
As of September 30, 2025, the effective interest rate of the 2028 Notes was
The Company recognized interest expense associated with the 2028 Notes as follows for the three and nine months ended September 30, 2025.
| Three Months Ended |
| Nine Months Ended | ||
| September 30, |
| September 30, | ||
| 2025 |
| 2025 | ||
Contractual interest expense | $ |
| $ | ||
Amortization of debt discounts |
|
|
| ||
Interest expense – 2028 Notes | $ |
| $ | ||
Debt Covenant Compliance
The obligations of the Company under the 2028 Notes will be, subject to certain customary exceptions, secured by substantially all of the assets of the Company and its subsidiaries.
The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock; (iii) make certain investments or other restricted payments; (iv) sell assets; (v) enter into transactions with affiliates; or (vi) merge or consolidate or sell all or substantially all of their assets. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default.
As of September 30, 2025,
21
9. Warrants and Warrant Liability
As of September 30, 2025, NextNav had
The Private Placement Warrants are classified as a liability on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2025. During the three and nine months ended September 30, 2025,
Holders of the Public Warrants, Private Placement Warrants, 2026 Warrants and 2028 Warrants are entitled to acquire shares of common stock of NextNav. With respect to the Public Warrants and Private Placement Warrants, each whole warrant entitles the registered holder to purchase
NextNav has
The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the current holder or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights.
10. Common Stock
As of September 30, 2025, NextNav had authorized the issuance of
11. Commitments and Contingencies
Litigation and Legal Matters
From time to time, the Company is party to litigation and other legal matters incidental to the conduct of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of September 30, 2025, the Company was not involved in any such matters, individually or in the aggregate, which management believes would have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.
12. Income Taxes
The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. A valuation allowance has been established against the Company’s U.S. federal and state deferred tax assets as well as its French deferred tax assets, which results in an annualized effective tax rate for both the Company’s U.S. and French operations of
22
13. Segments
NextNav operates as
NextNav’s CODM is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
The CODM assesses performance and decides how to allocate resources based on consolidated net loss that also is reported on the Consolidated Statements of Comprehensive Loss. Consolidated net loss is used to monitor budget versus actual results and in the annual budgeting and forecasting process. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. The CODM reviews cash flow forecasts in making capital and investment decisions. The CODM considers budget-to-actual variances in consolidated net loss monthly in determining performance and the compensation of employees.
NextNav did not have any intra-entity sales or transfers during the three and nine months ended September 30, 2025 and 2024.
Segment financial information for the three and nine months ended September 30, 2025 and 2024 is as follows:
| Three Months Ended September 30, |
| Nine Months Ended September 30, |
| ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 |
| ||||
Revenue | $ |
| $ |
| $ |
| $ |
| ||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Technology Development Expenses |
|
|
|
|
|
|
|
| ||||
Business Operation Expenses |
|
|
|
|
|
|
|
| ||||
General and Administrative Expenses |
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
| ||||
Interest expense, net |
|
|
|
|
|
|
|
| ||||
Change in fair value of warrants and derivative liabilities |
| ( |
|
| ( |
|
|
|
|
| ||
Other segment items1 |
|
|
|
|
|
|
|
| ||||
Provision for income taxes |
|
|
|
|
|
|
|
| ||||
Consolidated net income (loss) | $ |
| $ | ( |
| $ | ( |
| $ | ( |
| |
1
14. Subsequent Events
The Company has completed an evaluation of all subsequent events through the date of this Quarterly Report on Form 10-Q to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our 2024 Form 10-K includes additional information about our significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results and outcomes could differ materially for a variety of reasons. You should review “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q, as well as Item 1A, “Risk Factors” in our 2024 Form 10-K, as well as those otherwise described or updated from time to time in our other filings with the SEC, for a discussion of important factors that could cause our actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of the existing space-based Global Positioning System (“GPS”) and Global Navigation Satellite Systems (“GNSS”). We are evolving our complementary PNT solutions to use 5G New Radio (“5G NR”) technologies (“NextGen”). We have filed a Petition for Rulemaking with the FCC to update and reconfigure the Lower 900 MHz band to facilitate a transition to 5G for its services. We expect the evolution of our platform to NextGen capability will significantly improve the efficiency, flexibility, and scale of our operations, enabling the delivery of high-quality PNT via a 5G broadband network. Our NextGen solution is being designed to allow one or more partners to integrate our Lower 900 MHz spectrum into their 5G networks. We expect that this would result in wide-scale availability of both complementary PNT services and additional broadband capacity. We have been granted 165 patents related to our systems and services, and standardized certain of our technologies with the 3rd Generation Partnership Project (3GPP), a global telecommunications standards-setting body.
Our complementary PNT solutions are built on a deep asset base, including valuable FCC licenses. Our licenses include a contiguous 8 MHz block of 900 MHz M-LMS spectrum covering over 90% of the U.S. population, and on March 7, 2024, we signed an agreement, subject to appropriate regulatory approvals, to acquire an additional 4 MHz of M-LMS licenses covering part of the U.S. population. On June 20, 2025, the FCC issued a Memorandum and Order consenting to the assignment of these licenses. The Transaction closed on September 19, 2025. For more information, refer to Note 5 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included in this Quarterly Report on Form 10-Q.
On April 16, 2024, we petitioned the FCC to commence a rulemaking to reconfigure and update the rules governing the Lower 900 MHz band plan to allow us to utilize a 15 MHz nationwide spectrum configuration for both PNT and 5G broadband (“Petition”). The Petition is subject to an ongoing FCC regulatory review process. We believe that modernizing the Lower 900 MHz band will simultaneously enable a high-quality terrestrial PNT network to complement and back up GPS, address a critical national security vulnerability, and add 5G broadband capacity.
The impact of GPS on the U.S. economy was nearly $1.4 trillion in the aggregate between 1984 and 2017, according to data from a National Institute of Standards and Technology (“NIST”)-sponsored study conducted by RTI International (“RTI”), and the European Commission estimated the annual impact on the economy of the European Union in its 2018 budget process as EUR1.2 trillion. The usage of GPS services is also rapidly expanding, with its presence in devices in the U.S. increasing from 600 million devices to 900 million devices between 2015 and 2019, according to information presented to the National Space-Based PNT Advisory Board by the National Coordination Office for Space-Based PNT. PNT resiliency is a priority of the U.S. Federal Government and is rising in priority in the European Union, non-European Union countries in Eastern Europe and in other parts of the world due to both the demonstrated vulnerability and lack of local control of space-based signals and systems. Critical infrastructure, including communications networks and power grids, require a reliable GPS signal for accurate timing. A failure of GPS could be catastrophic, and there is no comprehensive, terrestrial backup that is widely deployed today. The Department of Homeland Security has also classified the PNT vulnerabilities from GPS as cyber security threats, and the U.S. Department of Transportation (“DoT”) has also outlined a Complementary PNT Action Plan, among other key federal initiatives. Higher performance and availability will continue to expand the reach and value of PNT solutions, while terrestrial resilience is essential to protect the vast economic activity that is reliant on GPS.
Simultaneously, demand for wireless data services continues to grow. The backbone of wireless data services, electromagnetic spectrum, is a finite resource. Our spectrum licenses, which lie in the Lower 900 MHz band, are referred to as “low-band spectrum.” There is a finite amount of low-band spectrum available, and low-band spectrum has favorable coverage characteristics compared to higher frequencies, including the ability to provide services indoors and over greater distances. These characteristics result in its ability to be used for coverage and to be deployed more economically, with higher-frequency spectrum often used to provide additional capacity in targeted locations. The transition to 5G NR for our PNT services will provide a technical capability to support broadband data services, which, subject to appropriate regulatory approvals, may allow the spectrum to be utilized to help meet the continued, growing demand for wireless data capacity.
As we evolve our technology platform to NextGen and pursue regulatory changes to the Lower 900 MHz band and our spectrum licenses, we continue to deliver high-quality PNT services through our Pinnacle and TerraPoiNT solutions. Our Pinnacle solution, launched in partnership with AT&T Services, Inc. (“AT&T”) as part of its FirstNet® initiative, can provide accurate altitude service to any device with a barometric pressure sensor and covers over 90% of commercial structures over three stories in the U.S. Our Pinnacle system is primarily used for public safety applications, including enhanced 911 (“E911”) for Verizon Communications, Inc. (“Verizon”), and a growing number of devices operating on the remaining national cellular network providers.
24
Our TerraPoiNT system is a terrestrially based dedicated, complementary PNT network designed to overcome the limitations inherent in the space-based nature of GPS. GPS is a faint, unencrypted signal, which is often unavailable indoors, distorted in urban areas, and vulnerable to both jamming and spoofing. TerraPoiNT overcomes these limitations through a network of wide-area location transmitters that broadcast a PNT signal on our licensed Lower 900 MHz M-LMS spectrum. Unlike GPS, the TerraPoiNT signal can be reliably received indoors and in urban areas, is difficult to jam or spoof compared to GPS, and can support signal authentication (e.g., encryption). Further, the TerraPoiNT signal can embed Pinnacle information to provide a full three-dimensional PNT solution. TerraPoiNT received the highest scores in testing by the DoT reported in 2021 regarding potential PNT backup solutions, in each category tested, and was the only solution evaluated capable of providing the full set of services provided by GPS. Continuing our engagement with the DoT, in 2024 we were awarded a contract to establish performance characteristics for TerraPoiNT to allow DoT to incorporate our solutions into a clearinghouse of solutions defined in the DoT Complementary PNT Action Plan, for potential use by Federal government customers.
Macroeconomic Factors
A federal government shutdown could delay administrative processes that support certain aspects of our business. While we do not expect material impact from short-term disruptions, extended shutdowns may affect the timing of planned initiatives that depend on government action. We continue to monitor developments and adjust execution timelines as appropriate.
Key Components of Results of Operations
Revenue
We have generated limited revenue since our inception. We derive our revenue from PNT products and services. Our revenue includes revenue generated through services contracts with wireless carriers, services with applications developers, technology demonstration, assessment and support contracts with government customers, sales of equipment, and licensing of proprietary technology. We recognize revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, and collection of consideration is probable.
Operating Expense
Cost of Goods Sold
Cost of goods sold (“COGS”) consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, software license costs, including cloud hosting costs, and professional services related to the maintenance of the equipment at each leased site. Our COGS may increase for the foreseeable future as we continue to invest in our PNT technologies in domestic U.S. and international markets.
Research and Development
Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our research and development functions. Research and development costs also include outside professional services for software and hardware development, and software license costs, including cloud hosting costs. We expect our research and development costs to increase for the foreseeable future as we continue to invest in research and development for our current and future products, including our NextGen platform.
25
Selling, General and Administrative
Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our business development, marketing, corporate, executive, finance, legal, human resources, IT and other administrative functions. Selling, general and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, travel expenses and certain non-income taxes, insurance and other administrative expenses.
We expect our selling, general and administrative expenses to increase for the foreseeable future with the growth of our business, in pursuit of regulatory and technology initiatives, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, and additional insurance expenses, investor relations activities, and other administrative and professional services.
Depreciation and Amortization
Depreciation and amortization expense results from depreciation and amortization of our property and equipment and intangible assets that is recognized over their estimated useful lives.
Interest Income (Expense)
Interest income consists of interest earned from our cash and cash equivalents balance and on marketable securities. Interest expense relates to interest and amortization of debt discounts on our senior secured notes.
Other Income (Expense)
Other income (expense) consists of miscellaneous non-operating items, such as change in fair value of warrants and Asset Purchase Agreement liability, change in fair value of derivative liability, debt extinguishment loss, equity method income (loss), and foreign currency gains (losses).
Results of Operations
The following table sets forth our statements of operations for the periods indicated:
| Three Months Ended September 30, |
| Nine Months Ended September 30, |
| ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 |
| ||||
| (in thousands) |
| (in thousands) |
| ||||||||
Revenue | $ | 887 |
| $ | 1,607 |
| $ | 3,628 |
| $ | 3,758 |
|
Operating expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold (1) |
| 2,041 |
|
| 2,585 |
|
| 6,609 |
|
| 8,270 |
|
Research and development (1) |
| 5,153 |
|
| 3,545 |
|
| 14,015 |
|
| 12,325 |
|
Selling, general and administrative (1) |
| 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) |
|
Interest expense, net |
| (3,179) |
|
| (2,217) |
|
| (8,937) |
|
| (6,706) |
|
Other income (expense) |
| 23,573 |
|
| 2,486 |
|
| (58,099) |
|
| (17,432) |
|
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) |
|
(1) | Cost of goods sold, research and development, and selling, general and administrative expense for the periods do not include depreciation and amortization, which is presented separately in the Condensed Consolidated Statements of Comprehensive Loss, but include stock-based compensation as follows: |
26
| Three Months Ended September 30, |
| Nine Months Ended September 30, |
| ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 |
| ||||
| (in thousands) |
| (in thousands) |
| ||||||||
Cost of goods sold | $ | 154 |
| $ | 208 |
| $ | 547 |
| $ | 567 |
|
Research and development |
| 1,089 |
|
| 914 |
|
| 3,292 |
|
| 3,378 |
|
Selling, general and administrative |
| 3,322 |
|
| 2,144 |
|
| 8,700 |
|
| 7,217 |
|
Total stock-based compensation expense | $ | 4,565 |
| $ | 3,266 |
| $ | 12,539 |
| $ | 11,162 |
|
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenue
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Revenue | $ | 887 |
| $ | 1,607 |
| $ | (720) |
|
| (44.8) | % |
Revenue decreased by $0.7 million, or 44.8%, to $0.9 million for the three months ended September 30, 2025 from $1.6 million for the three months ended September 30, 2024. The decrease was driven by a decrease in service revenue from technology and services contracts with government and commercial customers. For the three months ended September 30, 2025, one customer accounted for 89% of total revenue. For the three months ended September 30, 2024, one customer accounted for 54% of total revenue and another customer accounted for 32% of total revenue.
Operating Expense
Cost of Goods Sold (COGS)
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
COGS | $ | 2,041 |
| $ | 2,585 |
| $ | (544) |
|
| (21.0) | % |
COGS decreased by $0.5 million, or 21.0%, to $2.0 million for the three months ended September 30, 2025 from $2.6 million for the three months ended September 30, 2024. The decrease was primarily driven by a $0.3 million decrease in payroll-related expenses, a $0.1 million decrease in software license and cloud expenses, and a $0.1 million decrease in site rent expense.
Research and Development
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Research and Development | $ | 5,153 |
| $ | 3,545 |
| $ | 1,608 |
| $ | 45.4 | % |
Research and development expenses increased by $1.6 million, or 45.4%, to $5.2 million for the three months ended September 30, 2025 from $3.5 million for the three months ended September 30, 2024. The increase was primarily driven by a $1.1 million increase in non-recurring engineering services, a $0.2 million increase in stock-based compensation, a $0.1 million increase in payroll-related expenses, a $0.1 million increase in outside consulting expenses, and a $0.1 million increase in other operational expenses.
27
Selling, General and Administrative
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Selling, General and Administrative | $ | 10,012 |
| $ | 8,016 |
| $ | 1,996 |
|
| 24.9 | % |
Selling, general and administrative expenses increased by $2.0 million, or 24.9%, to $10.0 million for the three months ended September 30, 2025 from $8.0 million for the three months ended September 30, 2024. The increase was primarily driven by a $1.2 million increase in stock-based compensation, a $0.9 million increase in payroll-related expenses, a $0.4 million increase in outside consulting expenses, and a $0.1 million increase in other operational expenses. The increases were partially offset by a $0.4 million decrease in professional services, and a $0.2 million decrease in marketing and recruiting costs.
Depreciation and Amortization
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Depreciation and amortization | $ | 3,546 |
| $ | 1,313 |
| $ | 2,233 |
|
| 170.1 | % |
Depreciation and amortization expenses increased by $2.2 million, or 170.1%, to $3.5 million for the three months ended September 30, 2025 from $1.3 million for the three months ended September 30, 2024. The increase in depreciation and amortization expense was primarily driven by accelerated depreciation related to retired network assets.
Interest Expense, Net
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Interest expense, net | $ | (3,179) |
| $ | (2,217) |
| $ | 962 |
|
| 43.4 | % |
Interest expense, net of interest income, increased by $1.0 million, or 43.4%, to $3.2 million for the three months ended September 30, 2025 from $2.2 million for the three months ended September 30, 2024. The increase in interest expense was primarily driven by higher interest and amortization of debt discounts expense.
Other Income
| Three Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Other income | $ | 23,573 |
| $ | 2,486 |
| $ | (21,087) |
|
| 848.2 | % |
Other income was $23.6 million for the three months ended September 30, 2025 compared with other income of $2.5 million for the three months ended September 30, 2024. The change was primarily driven by a gain due to the change in fair value of the derivative liability and private warrants.
28
Comparison of the Nine Months ended September 30, 2025 and 2024
Revenue
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Revenue | $ | 3,628 |
| $ | 3,758 |
| $ | (130) |
|
| (3.5) | % |
Revenue decreased by $0.1 million, or 3.5%, to $3.6 million for the nine months ended September 30, 2025 from $3.8 million for the nine months ended September 30, 2024. The decrease was driven by a decrease in service revenue from technology and services contracts with government and commercial customers. For the nine months ended September 30, 2025, one customer accounted for 66% of total revenue and another customer accounted for 22% of total revenue. For the nine months ended September 30, 2024, one customer accounted for 65% of total revenue, while another customer accounted for 14%, and third customer contributed 12% of total revenue.
Operating Expense
Cost of Goods Sold (COGS)
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
COGS | $ | 6,609 |
| $ | 8,270 |
| $ | (1,661) |
|
| (20.1) | % |
COGS decreased by $1.7 million, or 20.1%, to $6.6 million for the nine months ended September 30, 2025 from $8.3 million for the nine months ended September 30, 2024. The decrease was primarily driven by a $0.6 million decrease in payroll-related expenses, a $0.5 million decrease in software license and cloud expenses, a $0.2 million decrease in non-recurring engineering services, a $0.2 million decrease in outside consulting expenses, and a $0.2 million decrease in site rent expense.
Research and Development
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Research and Development | $ | 14,015 |
| $ | 12,325 |
| $ | 1,690 |
|
| 13.7 | % |
Research and development expenses increased by $1.7 million, or 13.7%, to $14.0 million for the nine months ended September 30, 2025 from $12.3 million for the nine months ended September 30, 2024. The increase was primarily driven by a $2.1 million increase in non-recurring engineering services, a $0.2 million increase in outside consulting expenses, and a $0.1 million increase in other operational expenses. The increases were partially offset by a $0.5 million decrease in software license and cloud expenses, and a $0.2 million decrease in payroll-related expenses.
Selling, General and Administrative
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Selling, General and Administrative | $ | 30,765 |
| $ | 24,570 |
| $ | 6,195 |
|
| 25.2 | % |
Selling, general and administrative expenses increased by $6.2 million, or 25.2%, to $30.8 million for the nine months ended September 30, 2025 from $24.6 million for the nine months ended September 30, 2024. The increase was primarily driven by a $1.5 million increase in payroll-related expenses, a $1.5 million increase in stock-based compensation, a $1.4 million increase in professional services, a $1.4 million increase in outside consulting expenses, a $0.4 million increase in marketing and recruiting cost, and a $0.1 million increase in other operational expenses. The increases were partially offset by a $0.1 million decrease in directors’ and officers’ insurance.
29
Depreciation and Amortization
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Depreciation and amortization | $ | 6,348 |
| $ | 3,926 |
| $ | 2,422 |
|
| 61.7 | % |
Depreciation and amortization expenses increased by $2.4 million, or 61.7%, to $6.3 million for the nine months ended September 30, 2025 from $3.9 million for the nine months ended September 30, 2024. The increase in depreciation and amortization expense was primarily driven by accelerated depreciation related to retired network assets.
Interest Expense, Net
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Interest expense, net | $ | (8,937) |
| $ | (6,706) |
| $ | (2,231) |
|
| 33.3 | % |
Interest expense, net of interest income, for the nine months ended September 30, 2025 was $8.9 million. Interest expense, net of interest income, for the nine months ended September 30, 2024 was $6.7 million. The increase in interest expense was primarily driven by higher interest and amortization of debt discounts expense.
Other Expense
| Nine Months Ended September 30, |
|
|
|
|
|
|
| ||||
| 2025 |
| 2024 |
| $ Change |
| % Change |
| ||||
|
| (in thousands) |
| |||||||||
Other expense | $ | (58,099) |
| $ | (17,432) |
| $ | (40,667) |
|
| 233.3 | % |
Other expense was $58.1 million for the nine months ended September 30, 2025 compared with other expense of $17.4 million for the nine months ended September 30, 2024. The change was primarily driven by a loss resulting from the change in the fair value of the derivative liability, a debt extinguishment loss, and a non-cash expense related to warrants issued in connection with the March 2025 debt financing, partially offset by gain from the change in the fair value of the warrant liability.
Liquidity and Capital Resources
We have incurred losses since our inception and to date have generated only limited revenue. We have primarily relied upon debt and equity financings to fund our cash requirements. During the nine months ended September 30, 2025 and 2024, we incurred net losses of $121.3 million and $69.6 million, respectively. During the nine months ended September 30, 2025, our net cash used in operating activities and investing activities was $34.7 million and $35.0 million, respectively. During the nine months ended September 30, 2024, our net cash used in operating activities and investing activities was $26.1 million and $17.7 million, respectively. As of September 30, 2025, we had cash and cash equivalents and marketable securities of $167.6 million and an accumulated deficit of $983.4 million. We expect to incur additional losses and higher operating expenses for the foreseeable future. Our primary use of cash is to fund our operations as we continue to grow our business. We will require a significant amount of cash for expenditures as we invest in ongoing research and development and our PNT networks.
Managing liquidity and our cash position is a priority of ours. We continually work to optimize our expenses in light of the growth of our business, and adapt to changes in the economic environment. We believe that our cash and cash equivalents and marketable securities as of September 30, 2025 will be sufficient to meet our working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months from the filing of this Quarterly Report on Form 10-Q. We believe we will meet longer term expected future cash requirements and obligations through a combination of our existing cash and cash equivalents balances and marketable securities, cash flows from operations, and issuance of equity securities or debt offerings. However, this determination is based upon internal financial projections and is subject to changes in market and business conditions.
On March 12, 2025, we entered into a Note Purchase Agreement to sell to a group of lenders in a private placement (the “Private Placement”) $190.0 million in aggregate principal amount of 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) at par. The 2028 Notes will mature on June 30, 2028 with interest payable in cash semi-annually in arrears on June 1 and December 1 of each year at 5% per annum. Upon the closing of the Private Placement, the Company used a portion of the net proceeds from the Private Placement to redeem all of its $70.0 million 2026 Notes, at a redemption price of 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest. Refer to Note 8 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information.
30
Cash Flows
The following table summarizes our cash flows for the period indicated:
| Nine Months Ended September 30, |
| ||||
| 2025 |
| 2024 |
| ||
| (in thousands) |
| ||||
Net cash used in operating activities | $ | (34,668) |
| $ | (26,060) |
|
Net cash used in investing activities |
| (34,969) |
|
| (17,662) |
|
Net cash provided by financing activities |
| 120,077 |
|
| 29,736 |
|
Cash Flows from Operating Activities
Our cash flows used in operating activities are significantly affected by the growth of our business and are primarily related to research and development, sales and marketing, and selling, general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities during the nine months ended September 30, 2025 was $34.7 million, resulting primarily from a net loss of $121.3 million adjusted for non-cash charges of $36.4 million for change in the fair value of derivative liability, $13.7 million loss on the early extinguishment of the 2026 Notes, $12.5 million for stock-based compensation, $9.0 million related to warrants issued in connection with 2028 Notes, $6.9 million for amortization of debt discount, $6.3 million for depreciation and amortization, a $0.1 million equity method investment loss, $0.1 million asset retirement obligation accretion and a net increase in operating liabilities of $5.7 million. These changes were partially offset by a $2.2 million realized and unrealized gain on marketable securities and non-cash expense of 2.0 million for change in the fair value of warrant liability.
Net cash used in operating activities during the nine months ended September 30, 2024 was $26.1 million, resulting primarily from a net loss of $69.6 million adjusted for non-cash charges of $11.2 million for stock-based compensation, non-cash expense of $19.5 million for change in the fair value of warrant liability, $3.9 million for depreciation and amortization, and $4.5 million for amortization of debt discount. These changes were partially offset by a net increase in operating liabilities of $7.0 million, non-cash income of $2.2 million for change in fair value of Asset Purchase Agreement liability and $0.5 million realized and unrealized gain on marketable securities.
Cash Flows from Investing Activities
Net cash used in investing activities during the nine months ended September 30, 2025 was $35.0 million, representing net purchase of marketable securities of $34.6 million, and cash used for property and equipment, including internal use software, of $0.4 million.
Net cash used in investing activities during the nine months ended September 30, 2024 was $17.7 million, representing net purchase of marketable securities of $14.4 million, and cash used for asset purchase agreement of $2.7 million and cash used for property and equipment, including internal use software of $0.6 million.
Cash Flows from Financing Activities
Net cash provided by financing activities during the nine months ended September 30, 2025 was $120.1 million, primarily reflecting cash proceeds from the issuance of the 2028 Notes, net of repayment of the 2026 Notes (refer to Note 8 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information) and cash proceeds the from exercise of common stock options and warrants.
Net cash provided by financing activities during the nine months ended September 30, 2024 was $29.7 million, primarily reflecting cash proceeds from the exercise of common stock options.
Critical Accounting Policies and Significant Management Estimates
For a discussion of our critical accounting policies and estimates, please refer to Item 7 under Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K and Note 2 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Recently Issued and Adopted Accounting Standards
For information regarding new accounting pronouncements, and the impact of these pronouncements on our condensed consolidated financial statements, refer to Note 2 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
31
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risks from those disclosed in Part II, Item 7A of the 2024 Form 10-K.
Item 4. Controls And Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
In the course of our business, we are involved in litigation and legal matters from time to time. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. We do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
You should carefully consider all of the information included in this Quarterly Report on Form 10-Q before you decide whether to invest in our securities. Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with SEC on March 12, 2025 (the “2024 Annual Report”), as well as those otherwise described or updated from time to time in our other filings with the SEC. You should consult your own financial and legal advisors as to the risks entailed by an investment in our securities and the suitability of investing in our securities in light of your particular circumstances.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors set forth in our 2024 Annual Report, other than as described below.
The indenture governing our 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete, or that could materially and adversely affect our financial position.
Subject to certain exceptions and qualifications, the indenture governing the 2028 Notes (the “Indenture”) restricts our ability to, among other things, (i) incur indebtedness, other than certain forms of permitted debt, (ii) issue any preferred equity interests, (iii) create or permit to exist any lien on any property, other than certain limited forms of permitted encumbrances, (iv) merge, amalgamate, consolidate or sell all or substantially all assets, (v) make or hold any investment, other than certain forms of permitted investments, (vi) consummate certain asset sales, (vii) pay any dividend or other distribution with respect to any of our capital stock, (viii) make any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any of our capital stock or any option, warrant or other right to acquire any such capital stock, (ix) dispose or transfer intellectual property that is material to our business or (x) effect any transaction that would result in an adjustment to the conversion price of the 2028 Notes to an amount less than $2.05 per share of common stock. These restrictions, and others set forth in the Indenture as discussed below, may make it difficult to successfully execute our business strategy or effectively compete with others that are not similarly restricted.
The Indenture also provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest or any other amount on the 2028 Notes for 30 days, (ii) a failure to pay the principal of the 2028 Notes when due at maturity, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) a failure to comply with our obligations to convert the 2028 Notes in accordance with the Indenture upon exercise of a holder’s conversion right within five business days, (iv) a failure to issue a Fundamental Change Company Notice (as defined in the Indenture) within five business days after the due date, (v) any breach of our covenants with respect to consummating restricted consolidations, mergers, or other sale transactions, (vi) the failure to comply with any of our other agreements contained in the Indenture or the 2028 Notes for 60 days after notice from the trustee or certain holders, (vii) the failure by certain of our subsidiaries to guarantee the 2028 Notes pursuant to their obligations, (viii) an invalid or unperfected lien on any material portion of the collateral, subject to certain exceptions, (ix) a default or other failure by us to make required payments under our other indebtedness for money borrowed in excess of $1 million in the aggregate, (x) a failure by us to pay final legal, arbitral or other judgments aggregating $1 million or more, and (xi) certain events of liquidation, reorganization, bankruptcy or insolvency.
If an event of default occurs and is continuing, additional interest will accrue on the 2028 Notes at a rate of 2% per annum of the principal amount of the 2028 Notes outstanding as of the occurrence of the event of default. We will also be required to pay additional interest of up to 0.50% per annum if (x) we fail to timely make certain required filings with the SEC, until such filings are made, or (y) the 2028 Notes are not otherwise freely tradeable under Rule 144 under the Securities Act. If we fail to pay interest on the 2028 Notes for 30 days or the principal of the 2028 Notes when due, the trustee has the right to declare all the 2028 Notes to be due and payable immediately. In the case of certain events of bankruptcy, all outstanding 2028 Notes will become due and payable immediately. Any such events of default or other acceleration of, or any increase in the amounts otherwise payable on, our debt could have a material adverse effect on our liquidity, particularly if we are unable to negotiate mutually acceptable terms with the holders of the 2028 Notes or if alternate funding is not available to us. Furthermore, if we are unable to repay the 2028 Notes upon an acceleration or otherwise, we could be forced into bankruptcy or liquidation.
In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the Federal Communications Commission to us or our subsidiaries, we must make a mandatory repurchase offer for a portion of the 2028 Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the 2028 Notes subject to such repurchase, together with accrued and unpaid interest thereon to the date of the repurchase, subject to certain thresholds and limitations set forth in the Indenture.
33
In addition, in the event of a Fundamental Change (as defined in the Indenture), each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require us to repurchase for cash all of such holder’s 2028 Notes in an amount equal to the greater of (i) the then outstanding principal amount of 2028 Notes held, plus all accrued and unpaid interest to such date and (ii) the consideration each holder of 2028 Notes would have received if such holder had converted the 2028 Notes into our common stock immediately prior to such Fundamental Change.
Warrants to purchase common stock are exercisable, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
We have a significant number of outstanding warrants for the purchase of common stock. Outstanding warrants to purchase an aggregate of 18,749,960 shares of common stock became exercisable on November 27, 2021 in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 14,715,170 public warrants and 4,034,790 private placement warrants, related to the initial public offering and financing of Spartacus (a Delaware special purpose acquisition company with which we consummated a business combination in 2021). The 4,034,790 private placement warrants have been registered pursuant to an effective registration statement. Each warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., New York time, on October 28, 2026, or earlier upon redemption of our common stock or our liquidation. To the extent warrants are exercised, additional shares of common stock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible for resale in the public market.
Moreover, in conjunction with the issuance of our senior secured notes in 2023 (refer to Note 8 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information), we issued an aggregate of 25,925,927 warrants (the “2023 Debt Warrants”) at an exercise price of $2.16 to purchase shares of our common stock to certain of the purchasers thereof. The 2023 Debt Warrants will expire at 5:00 p.m., New York time, on June 1, 2027. As of September 30, 2025, 10,632,076 2023 Debt Warrants were outstanding.
Additionally, in conjunction with the issuance of the 2028 Notes in 2025 (refer to Note 8 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information), we issued 7,800,000 warrants (the “2025 Debt Warrants” and, together with the 2023 Debt Warrants, the “Debt Warrants”) with exercise prices ranging from $12.56 to $20.00 per share to certain of the purchasers thereof. The 2025 Debt Warrants will expire at 5:00 p.m., New York time, on December 31, 2028. As of September 30, 2025, 7,800,000 2025 Debt Warrants were outstanding.
Sales of substantial numbers of shares of our common stock underlying the Debt Warrants in the public market will dilute existing stockholders, may reduce the book value of existing shares of common stock and could depress the market price of our common stock.
34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
Other than as previously disclosed in our Current Report on Form 8-K on September 25, 2025, we did not sell any unregistered equity securities during the fiscal quarter ended September 30, 2025.
(b) Use of Proceeds from Sale of Registered Equity Securities
None.
(c) Purchases of Equity Securities by the Issuer
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Trading Plans
On , and , respectively, each of
The maximum number of shares that could be sold under Mr. Shams’s plan pursuant to the exercise of stock options is
No other officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors , amended or a “Rule 10b5-1 trading arrangement” or a “ ” (as such terms are defined in Item 408 of Regulation S-K) during the fiscal quarter ended September 30, 2025.
35
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
Exhibit |
| Description |
3.1* |
| |
3.2* |
| |
10.1 + |
| Employment Agreement, dated as of September 22, 2025, by and between Nextnav Inc. and Timothy Gray. |
10.2 + |
| |
31.1 |
| |
31.2 |
| |
32.1** |
| |
101.INS |
| Inline XBRL Instance Document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed previously. |
| ** | This certification will 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 liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. |
| + | Indicates management contract or compensatory arrangement. |
|
|
|
36
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 thereunto duly authorized.
| NEXTNAV INC. | |
|
|
|
Date: November 6, 2025 | By: | /s/ Timothy A. Gray |
| Name: | Timothy A. Gray |
| Title: | Executive Vice President, Chief Financial Officer and Principal Financial Officer |
|
|
|
Date: November 6, 2025 | By: | /s/ Sammaad R. Shams |
| Name: | Sammaad R. Shams |
| Title: | Chief Accounting Officer and Principal Accounting Officer |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made and entered into as of September 3, 2025 (the “Effective Date”), by and between NextNav, Inc., a Delaware corporation (“NextNav”), NextNav, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of NextNav (the “Employer”), and Tim Gray (the “Employee”), a resident of the State of New Jersey. Unless the context indicates otherwise, references in this Agreement to the “Company” shall include NextNav and its subsidiaries and affiliates, including without limitation the Employer.
1. Position; At-Will Employment. During the Term of this Agreement, Employee will serve the Company as its Executive Vice President and Chief Financial Officer (the “Position”). Employee will report to the Company’s Chief Executive Officer (“CEO”). The Company and Employee understand and agree that Employee is employed at-will, and either the Company or Employee can terminate their employment relationship at any time, for any reason or no reason, with or without cause.
2. Duties. Employee shall serve the Company in such capacities and with such duties and responsibilities consistent with the Position, or as may from time to time reasonably be assigned to Employee by the CEO or the CEO’s designee. Employee will comply with and be bound by the Company's operating policies, procedures, and practices in effect during Employee’s employment. The Company shall retain full direction and control of the means and methods by which Employee performs the above duties and of the place(s) at which such duties are to be rendered.
3. Exclusive Service. During the Term of this Agreement, Employee shall devote Employee’s full business time and efforts, subject to vacation and other permitted absences, exclusively to Employee’s employment with the Company and shall apply all of Employee’s skill and experience to the performance of Employee’s duties and advancing the Company’s interests in accordance with Employee’s experience and skills; provided, however, that Employee may engage in charitable, civic, fraternal, trade association, or other activities that (i) are not directly or indirectly competitive with the business of the Company, (ii) do not adversely interfere with Employee’s obligations to the Company, or (iii) do not constitute an actual or potential conflict of interest with the Company.
4. Term of Agreement. Employee shall be employed by the Company commencing on September 22, 2025 (the “Start Date”) and continuing through the second (2nd) anniversary thereof, unless sooner terminated as described in Section 7 below (the “Initial Term”); provided that, on such second (2nd) anniversary of the Start Date and each annual anniversary thereafter, the Agreement shall automatically renew for successive periods of one year (each, a “Subsequent Term”), as may be applicable, provided that neither the Company nor Employee has terminated the Agreement earlier as described in Section 7 and neither the Company nor Employee gives notice ninety (90) days before the upcoming renewal that the Company or Employee, as applicable, desires to end the Agreement. The Initial Term and any Subsequent Term shall be referred to as the “Term”, and the date Employee’s employment ceases with the Company for any reason shall be referred to as the “Termination Date”.
5. Compensation and Benefits.
a. Base Salary. During the Term, the Employer shall pay to Employee a salary at the gross rate of Four Hundred Fifty Thousand Dollars ($450,000) per annum. Employee's base salary shall be subject to adjustment, as determined by the Board of Directors of NextNav (the "Board") or the Compensation and Human Capital Committee of the Board (the "Committee"), in their sole discretion. Employee's base salary, as may be in effect from time to time, is referred to herein as "Base Salary." The Base Salary shall be payable as earned in accordance with the Employer's regular payroll schedule for salaried employees as in effect from time to time.
b. Discretionary Target Bonus. For the period beginning on Employee’s Start Date and each calendar year thereafter, Employee will be eligible to earn an annual incentive bonus in accordance with the program adopted by the Board or the Committee (the “Annual Bonus”). Employee’s Annual Bonus for calendar year 2025 shall be pro- rated based on the Employee’s Start Date. Employee’s target Annual Bonus shall be equal to forty-five percent (45%) of Employee’s Base Salary (the “Target Bonus”), subject to and based on the achievement of Company and personal performance goals established by the CEO and authorized and approved by the Board or the Committee; provided that, depending on results, Employee’s actual Annual Bonus may be higher or lower than the Target Bonus, as determined by the CEO and authorized and approved by the Board or the Committee, in their sole discretion. The Annual Bonus, if and to the extent earned, will be paid in the first quarter of the calendar year following the applicable performance year. Employee’s active employment during the entire applicable performance year and on the date of the payment of the Annual Bonus are both conditions precedent to Employee’s entitlement to earn the Annual Bonus. If Employee does not fulfill these conditions precedent or, in the sole judgment of the Board or the Committee, has not met the Company and personal performance goals, Employee will not have earned an Annual Bonus or any portion thereof for that particular calendar year.
c. Equity. In connection with Employee’s employment hereunder, the Board or the Committee has determined to award to Employee the following grants, subject to the terms of NextNav’s 2021 Omnibus Incentive Plan (“the Plan”). No right to any equity rant is earned or accrued until such time as vesting occurs, and equity grants do not confer any right to continued vesting or employment:
i. As of the Start Date, equity grants will be made to Employee with an aggregate value of Three Million Dollars ($3,000,000) divided in value between NextNav restricted stock units (“RSU”) with a grant value equal to One Million Five Hundred Thousand Dollars ($1,500,000) and a grant of NextNav stock options (“Options”) with a grant value of One Million Five Hundred Thousand Dollars ($1,500,000). In each case the conversion of the grant value into the amount of RSUs and Options will be calculated using a trailing twenty (20) day average of Company stock price from the grant date, consistent with grant calculations made for other similarly situated employees, and otherwise be in accordance with the terms of the Plan. Employee’s Option exercise price shall be priced at one hundred and ten (110%) of the trailing twenty (20) day average of the Company stock price from the grant date. 1/4 of the RSUs and Options shall vest twelve (12) months from the grant date, and subject to Employee’s continued employment with the Company, the remaining 3/4 of the RSUs and options shall continue vesting in equal installments of 1/12 per quarter over the subsequent three years.
ii. Subject to the Board or Committee authorization and approval, in the first quarter of 2026, Employee will be eligible for an annual long-term incentive grant expected to be valued at One Million Five Hundred Thousand Dollars ($1,500,000) divided equally in value between NextNav RSUs and Options. As to each of these grants, 1/4 shall vest on the one-year anniversary of the grant date and the remaining 3/4 of the grant shall vest in equal installments of 1/12 per quarter thereafter. In each case the conversion of the grant value into RSUs and Options will be calculated using a trailing twenty (20) day average of Company stock price from the grant date, consistent with grant calculations made for other similarly situated employees, and otherwise be in accordance with the terms of the Plan. Employee’s Option exercise price shall be priced at one hundred and ten (110%) of the training twenty (20) day average of the Company stock price from the grant date. Thereafter, annual equity grant amounts will be subject to the authorization and approval of the Board or Committee in their sole discretion. Such annual long-term incentive equity grants shall vest over a four-year period, consistent with grant calculations made for other similarly situated employees, and each in the form previously approved by the Board or Committee in connection with the Plan, a form of each of which has been provided to Employee.
d. Benefits; Paid Time Off. During the Term of this Agreement, Employee will be eligible to participate in the Company's employee benefit plans applicable to similarly situated employees of the Company, as in effect from time to time, in accordance with the rules established for individual participation (or, as applicable, participation by spouse, domestic partner and/or family) in any such plan and applicable law. Employee will be eligible for paid time off in accordance with applicable law and the Company's policies in effect from time to time. Employee will also be eligible for paid holidays as the Company generally provides to similarly situated employees. However, nothing in this Agreement shall, in any way, require the Company to establish any such benefits or continue to maintain any such benefits programs or plans, or limit the Company from making any blanket amendments, changes, or modifications to the eligibility requirements or any other provisions of any employee benefit plan or benefit, and Employee's participation in or entitlement under such plans and benefits shall at all times be subject in all respects thereto.
e. Expense Reimbursement. Upon presentation of verifiable invoices and/or other documentation as may be requested by the Employer, and subject to the Company’s expense reimbursement policies, the Employer shall reimburse Employee for the reasonable and necessary costs and expenses that Employee incurs in connection with the performance of Employee’s duties and employment obligations, and for activities and events related to the business of the Company.
6. Proprietary Rights. Simultaneously with execution of this Agreement, Employee shall execute a Confidential Information, Invention Assignment, and Arbitration Agreement (the “Confidentiality Agreement”) with the Company in the form attached hereto as Exhibit A. The Confidentiality Agreement is a condition of Employee’s employment, and shall survive termination of Employee’s employment, regardless of the reason for such termination.
7. Termination.
a. “Cause” Defined. For purposes of this Agreement, “Cause” shall mean:
(a) Employee's refusal to perform, or ongoing negligence in performing, Employee's duties or responsibilities (other than a failure resulting from Employee's death or Disability, as defined below) upon direction of the CEO, the Board, or an appropriate designee of either the CEO or the Board; (b) Employee's engaging in any act of fraud or misrepresentation involving the Company or its assets or any act that is a violation of Employee’s professional ethical duties; (c) Employee's engaging in sexual misconduct or harassment or similar behavior in Employee's personal or professional capacity; (d) Employee's knowing, reckless, or grossly negligent violation of any federal or state law or regulation applicable to the Company's business; (e) Employee's material or willful breach of any term of the Confidentiality Agreement or this Agreement; (f) Employee's being convicted of, or entering a plea of nolo contendere to, any felony or any misdemeanor involving material acts of moral turpitude, embezzlement, theft, or other similar act; (g) Employee's breach or violation of any other Company policy, practice, or procedure or Employee’s violation of her duty of loyalty or fiduciary duty to the Company; (h) Employee's engaging in gross misconduct or gross negligence; or (i) where the Company reasonably believes that Employee engaged in conduct which would cause the Company to suffer material disrepute or reputational harm or otherwise be materially injurious to the Company; provided, however, that if the reason for termination of Employee's employment for Cause is pursuant to subsections (a), (e), (g), or (h) above and the Board reasonably believes that the reason(s) for termination are capable of being cured, Employee shall be provided with up to 15 days to cure the events alleged to constitute Cause (during which 15-day period Employee’s active employment may be suspended).
b. “Disability” Defined. For purposes of this Agreement, “Disability” shall mean Employee is unable to perform the essential functions of Employee's position, with or without reasonable accommodation, due to a medically determined mental or physical impairment that continues for at least 90 consecutive days or 120 days in any consecutive 365 day period. Employee further agrees that providing a leave of absence beyond the Disability period as a form of disability accommodation under state or federal law would not be a reasonable accommodation and would cause undue hardship for the Company in light of Employee's Position.
c. “Good Reason” Defined. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Employee's consent: (a) a material reduction in Employee's total compensation (including, but not limited to, the Target Bonus opportunity), provided that such reduction is not part of a Company-wide reduction applicable to the Employee’s team, other Executives at a level commensurate with the Employee’s, or Company-wide (and not including any instance where Employee is not awarded an Annual Bonus or the Annual Bonus Employee is awarded is less than the Target Bonus as determined by the Board or the Committee); (b) a material and adverse reduction in Employee's authority, duty, or responsibilities, except in the event of a Change in Control (defined below); or (c) a material change in geographic location at which Employee must perform services, which for this purpose shall mean a relocation of Employee's principal office of employment to more than fifty (50) miles from Employee's initial work location (i.e., Reston, Virginia); or (d) a material breach of this Agreement by the Company or its successor. An event shall only qualify as a "Good Reason" if: (i) Employee provides the Company written notice of the claimed event of Good Reason within ninety (90) days of the date that such event first occurs (such notice shall describe in detail the basis and underlying facts supporting Employee's belief that a Good Reason event has occurred); and (ii) the Company does not cure such claimed event of Good Reason within thirty (30) days of receipt of written notice from Employee. If Employee does not terminate employment for Good Reason within one hundred twenty (120) days after the first occurrence of the applicable Good Reason event, then Employee will be deemed to have waived the right to terminate for Good Reason with respect to such Good Reason event.
d. “Change in Control” Defined. For purposes of this Agreement, “Change in Control” shall have the same meaning ascribed thereto in the Company’s 2021 Omnibus Incentive Plan (as it has been or may be amended and/or restated from time to time and any successor plan thereto).
8. Effect of Termination.
a. Termination by the Company for Cause During the Term, Resignation by Employee Without Good Reason During a Subsequent Term, the Expiration of the Term by Notice of Either Party, or the Termination by the Company without Cause During a Subsequent Term. In the event of: (a) a termination by the Company for Cause during the Term; (b) resignation by Employee without Good Reason during a Subsequent Term; (c) wherein either party provides notice prior to the expiration of the Initial Term or any Subsequent Term of that party’s intention not to renew the Agreement; or (d) a termination by the Company without Cause during a Subsequent Term, the Company shall pay to Employee or Employee’s heirs (in the event of death or incapacity), the compensation and benefits otherwise payable to Employee under Section 5 hereof earned or vested through the Termination Date and any expense reimbursements due and owing to Employee which were incurred prior to the Termination Date (“Accrued Compensation”). Employee’s rights under the Company’s benefit plans shall be determined under the provisions of those plans. Employee shall not receive any other payments or severance of any kind.
b. Termination due to Death or Disability. In the event of Employee’s death or Disability, the Company shall pay Employee or Employee's heirs (in the event of death or incapacity) the Accrued Compensation.
c. Termination by Company without Cause During the Initial Term or Employee’s Resignation for Good Reason During the Term. If Employee’s employment is terminated by the Company without Cause during the Initial Term (other than on account of Employee’s death or Disability) or due to Employee’s resignation for Good Reason during the Initial Term, then the Company shall provide Employee with the following benefits:
i. The Company shall pay the Employee the Accrued Compensation;
ii. Conditioned upon and in exchange for Employee signing, not revoking, and complying with the terms of a Separation and General Release Agreement in a form to be provided by the Company (the “General Release”), and such General Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the “General Release Execution Period”):
1. Pay to Employee a lump sum payment, less applicable required withholdings and deductions, equal to twelve (12) months of Employee’s then-current Base Salary (ignoring any decrease in Base Salary that may have formed the basis for Good Reason), which shall be payable on the next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in no event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs;
2. Pay to Employee any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date (such earned amount determined without regard to the requirement of Employee being employed on the date of payment), which shall be paid on the otherwise applicable payment date for such Annual Bonus.
3. If Employee elects and is eligible for continued coverage under COBRA for himself and his covered dependents under the Company's group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue Employee's health insurance coverage in effect for himself and his eligible dependents on the Termination Date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the twelve (12)-month period following his Termination Date, the date Employee becomes eligible for coverage under another employer's group health plan, or the cessation of Employee's eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect instead to pay Employee on the first day of each month of the applicable period, a fully taxable cash payment equal to such portion of the COBRA premiums for that month, subject to applicable tax withholdings. If Employee becomes eligible for coverage under another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Employee must immediately notify the Company of such event (in no event later than 5 business days before Employee begins employment with his new employer), and all payments and obligations under this clause will cease; and
4. All of Employee’s then outstanding, unvested equity-based awards subject solely to time-based vesting, that would have become vested (but for such termination) during the twelve (12)-month period beginning on the Termination Date, shall vest as of the date immediately prior to the Termination Date (the “Equity Acceleration”); provided, however if the termination without cause or resignation for good reason occurs prior to January 1, 2026, Employee shall be entitled to 50% of the Equity Acceleration.
d. Change in Control. Notwithstanding any other provision contained herein and without duplication of Section 8(c), if Employee’s employment is terminated by the Company without Cause (other than on account of Employee’s death or Disability), due to Employee’s resignation for Good Reason, or on account of non-renewal by the Company in accordance with Section 4, in each case within the period beginning on the date the Company enters into a definitive agreement that if consummated would result in a Change in Control and ending on the twelve (12) month anniversary of such Change in Control, then the Company shall provide Employee with the following benefits:
i. The Company shall pay Employee the Accrued Compensation;
ii. Conditioned upon and in exchange for Employee signing, not revoking, and complying with the terms of the General Release within the General Release Execution Period:
1. Pay to Employee a lump sum payment, less applicable required withholdings and deductions, equal to one hundred fifty (150%) of the sum of (i) then current Employee’s Base Salary and (B) Employee’s Target Bonus for the year in which the Termination Date occur (ignoring any decrease in Base Salary of Target Bonus that may have formed the basis for Good Reason), which shall be payable on the next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in no event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs;
2. Pay to Employee any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date (such earned amount determined without regard to the requirement of Employee being employed on the date of payment), which shall be paid on the otherwise applicable payment date for such Annual Bonus;
3. If Employee elects and is eligible for continued coverage under COBRA for himself and his covered dependents under the Company's group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue Employee's health insurance coverage in effect for himself and his eligible dependents on the Termination Date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the twelve (12)-month period following his Termination Date, the date Employee becomes eligible for coverage under another employer's group health plan, or the cessation of Employee's eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect instead to pay Employee on the first day of each month of the applicable period, a fully taxable cash payment equal to such portion of the COBRA premiums for that month, subject to applicable tax withholdings. If Employee becomes eligible for coverage under another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Employee must immediately notify the Company of such event (in no event later than 5 business days before Employee begins employment with his new employer), and all payments and obligations under this clause will cease; and
4. All of Employee’s then outstanding, unvested equity-based awards subject solely to time-based vesting, that would have become vested (but for such. termination) during the twelve (12)-month period beginning on the Termination Date, shall vest as of the date immediately prior to the Termination Date.
e. Severance Limitations. Employee shall not receive any other payments or severance of any kind, except as expressly set forth in this Agreement.
f. Resignation as Officer or Director. Upon termination of employment for any reason, Employee shall resign immediately from each position that Employee then holds as an officer or director of the Company or any affiliate, or related entity thereof (if any).
9. Miscellaneous.
a. Arbitration. The Company and Employee agree that all claims, complaints, controversies, grievances, or disputes that arise out of or relate in any way to the parties’ relationship, this Agreement, or the termination of the parties’ relationship, whether based on contract, tort, statutory, or any other legal theory, shall be submitted to mandatory, binding arbitration before a single, neutral arbitrator who is licensed to practice law in the state in which the arbitration is convened (the “Arbitrator”). The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., as amended, and shall be administered by JAMS in accordance with its then-current Employment Arbitration Rules and Procedures. The Rules are available online at https://www.jamsadr.com. If the JAMS Employment Arbitration Rules and Procedures are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern. The Arbitration shall be convened in Fairfax County, Virginia. The Arbitrator will have the authority to award legal fees and costs of the arbitration to the same extent permitted under applicable law.
i. Waiver of Trial by Jury. The parties understand and fully agree that by agreeing to arbitrate, they are giving up their constitutional right to a trial by jury, as well as their rights of appeal following the rendering of a decision, except as the Federal Arbitration Act and applicable federal law provide for judicial review of arbitration proceedings.
ii. Covered Claims. This Section 9(a) covers all claims under federal, state or local law arising out of or relating to Employee’s application for employment with the Company, any offer of employment made by the Company, Employee’s employment by the Company, the breach of this or any other employment agreement, the termination of Employee’s employment with the Company, or any other aspect of Employee’s relationship with the Company, including claims that do not relate to Employee’s employment with the Company, claims that Employee may have against the Company or the Company’s subsidiaries, parents, affiliates, successors, or predecessors and their respective officers, directors, supervisors, managers, employees, or agents in their capacity as such or otherwise, and claims that the Company may have against Employee. The claims covered by this Section 9(a) (the “Covered Claims”) include, but are not limited to, claims for breach of any contract or covenant (express or implied), tort claims, claims for wrongful termination (constructive or actual) in violation of public policy, claims for discrimination, harassment, or retaliation, claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, and Employee Retirement Income Security Act. The parties specifically agree that the Covered Claims include claims under the Fair Labor Standards Act and other federal, state, or local laws governing wages, hours and working conditions, including, but not limited to, claims for overtime, unpaid wages, paid or unpaid leave, and meal period and rest break violations.
iii. Claims Not Covered. Claims for workers’ compensation benefits, unemployment compensation benefits, or any other claims that, as a matter of law, the parties hereto cannot agree to arbitrate are not subject to, and are excluded from, this Section 9(a). Nothing in this Section 9(a) shall be interpreted to prohibit or preclude the filing of complaints with the Equal Employment Opportunity Commission, or the National Labor Relations Board, or a similar state or local agency. Moreover, and in accordance with 9 U.S.C. §§ 401-402, at the election of an employee on behalf of himself or herself or as a named representative of a class or collective action, this Section 9(a) shall not be valid or enforceable with respect to a case which is filed under federal, tribal, or state law and relates to a “sexual assault dispute” or “sexual harassment dispute” (as those terms are defined in 9 U.S.C. § 401). Employee agrees that, to the fullest extent permitted by applicable law, all Covered Claims, other than those provided in this paragraph, are subject to mandatory arbitration under this Agreement, even if such claims are included in the same lawsuit with claims that are excepted from this Agreement.
iv. Waiver of Class, Representative, and Collective Action Claims. Except as otherwise required by law, Employee and the Company expressly intend and agree that (i) class, representative, and collective action procedures shall neither be asserted nor apply in any arbitration conducted pursuant to this Agreement; (ii) each party will not assert class, representative, or collective action claims against the other in arbitration or otherwise; and (iii) Employee and the Company shall only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person.
v. Substantive Law. All Covered Claims shall be submitted to arbitration within the applicable statute of limitations period for the assertion of such claims in a court proceeding under applicable law, and shall otherwise be deemed to barred and waived if not submitted to arbitration within the applicable statute of limitations. The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement. The Arbitrator shall conduct and preside over an arbitration hearing of reasonable length, to be determined by the Arbitrator. The Arbitrator shall provide the Parties with a written decision explaining his or her findings and conclusions. The Arbitrator's decision shall be final and binding upon the Parties.
vi. Other Provisions. Either party may bring an action in court to compel arbitration under this Agreement and to confirm, vacate, or enforce an arbitration award. This Section 9(a) shall not limit either party’s ability to seek injunctive relief, either in accordance with Section (c) or to otherwise preserve the status quo pending arbitration. The Company shall be responsible for all costs unique to the arbitration process. Otherwise, each party shall be responsible for paying its own costs for the arbitration, including but not limited to attorneys' fees and costs. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees and costs, or if there is a written agreement providing for attorneys' fees and costs, the Arbitrator (or if applicable, the court) may award reasonable attorneys' fees and costs to the prevailing party. Any dispute as to the reasonableness of any fee or cost shall be resolved by the Arbitrator. This Section 9(a) shall survive the termination of Employee's employment. It may only be revoked or modified in a writing that specifically states the intent to revoke or modify the arbitration provisions of the Agreement and that is signed by both Employee and the Company.
b. Severability. In the event that any provision of this Agreement is found to be unenforceable or inoperative as a matter of law by an arbitrator (or, if applicable, a court of competent jurisdiction), the remaining Sections, portions, or provisions shall remain in full force and effect.
c. Remedies.
i. Injunctive Relief. Employee acknowledges and agrees that Employee is providing special, unique, unusual, extraordinary, and intellectual services, which gives this Agreement a peculiar value to the Company, including substantial goodwill associated with the services Employee is providing under this Agreement ("Unique Services"), and that the loss of the Unique Services, whether to a competitor or otherwise, cannot be reasonably or adequately compensated for by damages in an action at law. Employee further acknowledges and agrees that a breach or threatened breach by Employee of this Agreement may cause irreparable injury to the Company. Notwithstanding Section 9(a), Employee therefore agrees that, in addition to any other right or remedy the Company may have, the Company shall be entitled to seek specific performance and/or to seek a temporary restraining order and to seek a preliminary and permanent injunction enjoining or restraining the breach or threatened breach of this Agreement, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security.
ii. Other Relief. The availability of specific performance or injunctive relief for the material breach or threatened material breach by Employee of this Agreement shall in no way limit or otherwise affect the availability of other remedies to the Company, including monetary damages, for injuries sustained that specific performance or an injunction will not remedy.
d. Waiver. All waivers hereunder shall be in writing. No waiver by any party of any breach of anticipated breach of any provision of this Agreement by the other party shall be deemed a waiver of any other contemporaneous, preceding, or succeeding breach or anticipated breach, whether or not similar.
e. Assignment. The Company may, in its discretion, assign its rights and/or delegate its obligations under this Agreement to any successor of the Company, whether by operation of law, agreement or otherwise (including, without limitation, to any person who acquires all or a substantial portion of the business of the Company or any of its subsidiaries, whether direct or indirect and whether structured as a stock sale, asset sale, merger, recapitalization, consolidation or other transaction), and in connection with any such assignment or delegation of its obligations hereunder, shall be released from such obligations hereunder. This Agreement may not be assigned by Employee. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Employee, the Company, and their respective successors and assigns.
f. Entire Agreement. This Agreement (together with the Exhibits attached hereto) and the other agreements referenced herein constitute the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior agreements, representations, and understandings of the parties pertaining to such subject matter. The Exhibits attached hereto as incorporated herein by reference and made a part hereof.
g. Amendment. This Agreement may not be amended, supplemented, canceled, or discharged except by written instrument executed by the parties.
h. Notices. Unless otherwise specified in this Agreement, all notices, demands, elections, requests, or other communications that any party to this Agreement may desire or be required to give hereunder shall be in writing and shall be given by hand, by facsimile, by e-mail, by registered or certified mail, return receipt requested, bearing proper postage, or by a recognized overnight courier service providing confirmation of delivery, addressed as follows:
If to the Company: NextNav Inc.
11911 Freedom Dr., Ste. 200
Reston, VA 20190 Attention: CEO
In each case, with a copy (which shall not constitute notice) to:
General Counsel
NextNav Inc.
legal@nextnav.com
If to Employee, at the address on file with the Company.
Each party shall have the right to designate another address or change an address by written notice to the other parties in the manner prescribed herein. All notices given pursuant to this Section 9(h) shall be deemed to have been given: (a) if delivered by hand on the date of delivery or on the date delivery was refused by the addressee; (b) if by registered or certified mail, three (3) business days after deposit in the United States mail in the manner set forth above; (c) if delivered by overnight courier, on the date of delivery as established by the return receipt or courier service confirmation (or the date on which the courier service confirms that acceptance of delivery was refused by the addressee); or (d) if delivered by facsimile or email, on the date of such facsimile or e-mail transmission as set forth in a facsimile log or the body of such e-mail transmission, as applicable.
i. Interpretation. The section headings used in this Agreement are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party’s legal representative to draft any of its provisions. References in this Agreement to amounts of money expressed in dollars are references to United States dollars. As used herein, “person” means an individual or entity.
j. Counterparts. This Agreement may be executed in counterparts and by facsimile or e-mail with scan attachment, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
k. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions.
l. Advice of Counsel. Employee acknowledges that Employee has been advised to seek independent legal counsel for advice regarding the effect of the terms and provisions hereof, and Employee agrees that Employee has obtained or waived the right to obtains such advice of independent legal counsel to the extent Employee has deemed necessary.
m. Conditions to Employment. Employee shall provide the Company with such proof of Employee’s United States citizenship or authorization to work in the United States as required by law. Employee represents that Employee is under no contractual or other restriction inconsistent with the intention and provisions of this Agreement, the performance of Employee’s duties hereunder, or the rights of the Company under this Agreement.
n. Application of Section 280G. If any of the payments or benefits received or to be received by Employee (including, without limitation, any payment or benefits received in connection with a Change in Control or Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payment”) constitute “parachute payments” within the meaning of Section 280G of the Code, and the regulations promulgated thereunder and will be subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”), then the 280G Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (a) the largest portion of the 280G Payment that would result in no portion of the 280G Payment being subject to the Excise Tax, or (b) the largest portion of the 280G Payment, up to and including the total 280G Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the 280G Payment, notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax. In making the determination described above, the Company, in its sole and absolute discretion, shall make a reasonable determination of the value to be assigned to any restrictive covenants in effect for Employee, and the amount of the 280G Payment shall be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the 280G Payment equals the Reduced Amount, the amounts payable or benefits to be provided to Employee shall be reduced such that the economic loss to Employee as a result of the “parachute payment” elimination is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. All determinations to be made under this Section shall be made by an independent accounting firm, consulting firm or other independent service provider selected by the Company immediately prior to the Change in Control (the “Firm”), which shall provide its determinations and any supporting calculations both to the Company and Employee within ten (10) days of the Change in Control. Any such determination by the Firm shall be binding upon the Company and Employee. All of the fees and expenses of the Firm in performing the determinations referred to in this Section shall be borne solely by the Company.
o. Compliance with Section 409A.
i. It is intended that compensation paid and benefits delivered to Employee pursuant to this Agreement shall be either paid in compliance with, or exempt from, Code Section 409A ("Section 409A") so as not to subject Employee to payment of interest or any tax under Section 409A, and this Agreement shall be construed, interpreted and administered accordingly. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Employee's right to receive any installment payment pursuant to this Agreement (if any) shall be treated as a right to receive a series of separate and distinct payments for purposes of Section 409A. Any payment to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, in the event this Agreement or any compensation paid or benefits delivered to Employee hereunder is deemed to be subject to Section 409A, the Company shall adopt such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Section 409A and avoid the imposition of taxes under Section 409A. In no event shall the Company, the Board, the Compensation Committee of the Board, any employee of the Company, or any adviser of any of the foregoing be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.
ii. Notwithstanding any provision in the Agreement to the contrary, if any payment or benefit provided to Employee in connection with Employee's termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Employee is determined to be a "specified employee" (as defined in Section 409A), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, if earlier, the first payroll date following Employee's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise be paid before the Specified Employee Payment Date shall be paid, without interest, in a lump sum on the Specified Employee Payment Date, and thereafter any remaining payments, if any, shall be paid without delay in accordance with their original schedule.
iii. Notwithstanding any provision in the Agreement to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (ii) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
IN WITNESS WHEREOF, the Company, the Employer, and Employee have executed this Agreement as of the date first above written.
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| NextNav Inc. | |
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Dated: | 9/16/2025 |
| By: | /s/ Susan Insley |
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| Name: | Susan Insley |
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| Title: | Chief Operating Officer |
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| NextNav LLC. | |
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Dated: | 9/16/2025 |
| By: | /s/ Susan Insley |
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| Name: | Susan Insley |
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| Title: | Chief Operating Officer |
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Dated: | 9/4/2025 |
| By: | /s/ Timothy Gray |
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| Name: | Timothy Gray |
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| Title: | Employee |
EXHIBIT A
NEXTNAV INC. CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
Exhibit 10.2
Supplemental
No. 44300.S.001.A.003
Between
NextNav LLC
And
AT&T Services, Inc.
Equipment, Network Colocation, and Installation
1
Amendment No. 44300.S.001.A003
To
Agreement No. 44300.C
After all Parties have signed, this Amendment is made effective as of the date signed by the last Party (“Effective Date”) and is between NextNav LLC, a Delaware Limited Liability Company (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”) each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.
WITNESSETH
WHEREAS, Supplier and AT&T entered into Agreement No. 44300S.001 on October 7, 2019 (the “Agreement”); and
WHEREAS, Supplier and AT&T desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:
Section 1.3., Term of Agreement, shall be deleted and replaced with the following:
a. This Agreement shall be effective on the Effective Date and shall continue until October 24, 2028.
b. Any Order in effect on the date when this Agreement expires or is terminated shall continue in effect until such Order either (i) expires by its own terms or (ii) is separately terminated, prior to its own scheduled expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect.
The terms and conditions of the Agreement in all other respects remain unmodified and in full force and effect.
Original signatures transmitted and received via facsimile, other electronic transmission of a scanned document (e.g., pdf or similar format), and digital signatures meeting the requirements of the Uniform Electronic Transactions Act or the Electronic Signatures in Global and National Commerce Act, are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.
2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.
NextNav LLC |
| AT&T Services, Inc. | ||
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By: | /s/ Sidd Chenumolu |
| By: | /s/ AMANDA MESA |
Name: | Sidd Chenumolu |
| Name: | AMANDA MESA |
Title: | Chief Business Development Officer |
| Title: | Amanda C. Mesa, Lead Sourcing Management |
Date: | 10/09/2025 |
| Date: | 10/9/2025 |
3
Material and Services Agreement Amendment
No. 44300.A.004
Between
NextNav LLC And
AT&T Services, Inc.
4
AMENDMENT NO. 44300.A.004
TO
AGREEMENT NO. 44300.C
After all Parties have signed, this Amendment is made effective as of the date signed by the last Party (“Effective Date”) and is between NextNav LLC, a Delaware Limited Liability Company (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”) each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.
WITNESSETH
WHEREAS, Supplier and AT&T entered into Agreement No. 20160726.016.C, renumbered to 44300.C on October 17, 2016 (the “Agreement”); and
WHEREAS, Supplier and AT&T desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:
Section 1.4., Term of Agreement, shall be amended as follows:
a. This Agreement shall be effective on the Effective Date and shall continue for an additional term of three (3) years unless earlier terminated as set forth herein until October 24, 2028.
b. Any Order in effect on the date when this Agreement expires or is terminated shall continue in effect until such Order either (i) expires by its own terms or (ii) is separately terminated, prior to its own scheduled expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect.
The terms and conditions of the Agreement in all other respects remain unmodified and in full force and effect.
Original signatures transmitted and received via facsimile, other electronic transmission of a scanned document (e.g., pdf or similar format), and digital signatures meeting the requirements of the Uniform Electronic Transactions Act or the Electronic Signatures in Global and National Commerce Act, are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.
NextNav LLC |
| AT&T Services, Inc. | ||
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By: | /s/ Sidd Chenumolu |
| By: | /s/ AMANDA MESA |
Name: | Sidd Chenumolu |
| Name: | AMANDA MESA |
Title: | Chief Business Development Officer |
| Title: | Amanda C. Mesa, Lead Sourcing Management |
Date: | 10/09/2025 |
| Date: | 10/9/2025 |
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FirstNet Services Agreement No. 44300.S.002
Amendment No. 8
Between
AT&T Services, Inc.
And
NextNav LLC
6
AMENDMENT NO. 44300.S.002.A.008
TO
AGREEMENT NO. 44300.S.002
This Amendment is effective as of the date the last party signs this Amendment (“Effective Date”) and is by and between NextNav LLC, a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.”
WITNESSETH
WHEREAS, Supplier and AT&T entered into Supplement No. 44300.S.002 (“Agreement”) on October 7, 2019; and
WHEREAS, Supplier and AT&T desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:
That Section 1.3, Term of Agreement, shall be amended as follows:
1.3 Term of Agreement
a. This Agreement shall be effective on the Effective Date and shall continue until October 24, 2028 unless earlier terminated as set forth herein.
b. Any Order in effect on the date when this Agreement expires or is terminated shall continue in effect until such Order either (i) expires by its own terms or (ii) is separately terminated, prior to its own scheduled expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect. Likewise, termination or expiration of the Master Agreement shall not affect the obligations of either Party to the other Party pursuant to this Agreement, and the terms and conditions of the Master Agreement shall continue to apply to this Agreement as if the Master Agreement were still in effect.
The terms and conditions of the Agreement and Master Agreement in all other respects remain unmodified and in full force and effect.
Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.
IN WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be executed, as of the Effective Date.
NextNav LLC |
| AT&T Services, Inc. | ||
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By: | /s/ Sidd Chenumolu |
| By: | /s/ AMANDA MESA |
Printed Name: | Sidd Chenumolu |
| Printed Name: | Amanda C. Mesa |
Title: | Chief Business Development Officer |
| Title: | Lead Sourcing Management |
Date: | 10/09/2025 |
| Date: | 10/9/2025 |
7
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mariam Sorond, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of NextNav Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Mariam Sorond |
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Name: Mariam Sorond |
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Title: President and Chief Executive Officer (Principal Executive Officer) |
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Date: November 6, 2025
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy A. Gray, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of NextNav Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Timothy A. Gray |
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Name: Timothy A. Gray |
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Title: Chief Financial Officer (Principal Financial Officer) |
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Date: November 6, 2025
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of NextNav Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge, on the date hereof:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 6, 2025 |
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| /s/ Mariam Sorond | |
| Name: | Mariam Sorond |
| Title: | President and Chief Executive Officer |
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| (Principal Executive Officer) |
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Dated: November 6, 2025 |
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| /s/ Timothy A. Gray | |
| Name: | Timothy A. Gray |
| Title: | Chief Financial Officer |
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| (Principal Financial Officer) |