8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

NEXTNAV INC.

(Exact name of Registrant as Specified in Its Charter)

                               

Delaware	001-40985	87-0854654
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11911 Freedom Drive, Ste. 200
Reston, Virginia 20190		20190
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 775-0982

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NN	Nasdaq Capital Market
Warrants, each to purchase one share of Common Stock	NNAVW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensation Decisions Regarding Mariam Sorond for Her Services as President and Chief Executive Officer

On June 27, 2025, the Compensation and Human Capital Committee of the Board of Directors (the “Compensation Committee”) of NextNav Inc. (the “Company”) approved adjustments to the compensation of Mariam Sorond for her services as President and Chief Executive Officer. Ms. Sorond’s annual base salary was increased to $800,000, and her annual target bonus was set at 100% of her base salary.

In addition, on the same date, the Compensation Committee approved a grant of 295,850 stock options to Ms. Sorond. The options are subject to time-based vesting and have an exercise price of $15.07. The options are also subject to Ms. Sorond’s continued service through each applicable vesting date. One-fourth (1/4) of the options will vest on June 27, 2026, with the remaining three-fourths (3/4) vesting in substantially equal quarterly installments over the following three years.

The Compensation Committee’s decisions were based on recent compensation benchmarking for chief executive officers for peer group companies and a determination that the adjustments were appropriate.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEXTNAV INC.
Date:	July 3, 2025	By:	/s/ James Black
			Name: James Black Title:   General Counsel and Secretary

XML

Cover	Jun. 27, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 27, 2025
Entity Registrant Name	NEXTNAV INC.
Entity Central Index Key	0001865631
Entity File Number	001-40985
Entity Tax Identification Number	87-0854654
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11911 Freedom Drive
Entity Address, Address Line Two	Ste. 200
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
City Area Code	800
Local Phone Number	775-0982
Entity Address, Postal Zip Code	20190
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NN
Security Exchange Name	NASDAQ
Warrants, each to purchase one share of Common Stock
Title of 12(b) Security	Warrants, each to purchase one share of Common Stock
Trading Symbol	NNAVW
Security Exchange Name	NASDAQ