NEXTNAV INC.

Previous wording

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”), in conjunction with our Petition for Rulemaking filed with the FCC, to update and reconfigure the Lower 900 MHz band and our spectrum licenses. We expect the evolution of our platform to NextGen will significantly improve the efficiency, flexibility, and scale of our operations, technically enabling the delivery of high-quality PNT based on 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 will result in wide-scale availability of both complementary PNT services and additional broadband capacity.

Current wording

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.

Previous wording

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 April 16, 2024, we petitioned the FCC to commence a rule making to reconfigure and update the rules governing the Lower 900 MHz band plan to allow us to utilize a 15 MHz nationwide 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. We have been granted more than 160 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.

Current wording

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.

Previous wording

Revenue increased by $0.1 million, or 8.8%, to $1.2 million for thethree months ended June 30, 2025 from $1.1 million for thethree months ended June 30, 2024. The increase was driven by an increase in service revenue from technology and services contracts with government and commercial customers. For thethree months ended June 30, 2025, one customer accounted for 67% of total revenue and another customer accounted for 15% of total revenue. For thethree months ended June 30, 2024, one customer accounted for 71% of total revenue and another customer accounted for 14% of total revenue.

Current wording

Revenue decreased by $0.7 million, or 44.8%, to $0.9 million for thethree months ended September 30, 2025 from $1.6 million for thethree 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 thethree months ended September 30, 2025, one customer accounted for 89% of total revenue. For thethree months ended September 30, 2024, one customer accounted for 54% of total revenue and another customer accounted for 32% of total revenue.

Previous wording

Selling, general and administrative expenses increased by $2.1 million, or 26.2%, to $10.2 million for thethree months ended June 30, 2025 from $8.1 million for thethree months ended June 30, 2024. The increase was primarily driven by a $0.8 million increase in professional services, a $0.7 million increase in payroll-related expenses, a $0.4 million increase in outside consulting expenses, and a $0.3 million increase in marketing and recruiting costs. The increases were partially offset by a $0.1 million decrease in stock-based compensation.

Current wording

Selling, general and administrative expenses increased by $2.0 million, or 24.9%, to $10.0 million for thethree months ended September 30, 2025 from $8.0 million for thethree 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.

Previous wording

Depreciation and amortization expenses increased by $0.1 million, or 4.2%, to $1.4 million for thethree months ended June 30, 2025 from $1.3 million for thethree months ended June 30, 2024. The increase in depreciation and amortization expense is primarily attributable to placing the network assets in service after the second quarter of 2024.

Current wording

Depreciation and amortization expenses increased by $2.2 million, or 170.1%, to $3.5 million for thethree months ended September 30, 2025 from $1.3 million for thethree months ended September 30, 2024. The increase in depreciation and amortization expense was primarily driven by accelerated depreciation related to retired network assets.

Previous wording

Interest expense, net of interest income, increased by $0.7 million, or 30.2%, to $3.0 million for the three months ended June 30, 2025 from $2.3 million for the three months ended June 30, 2024. The increase in interest expense was primarily driven by higher interest and amortization of debt discounts expense.

Current wording

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.

Previous wording

Other expense was $42.9 million for thethree months ended June 30, 2025 compared with other expense of $6.7 million for thethree months ended June 30, 2024. The change was primarily driven by a loss due to the change in fair value of the derivative liability.

Current wording

Other income was $23.6 million for thethree months ended September 30, 2025 compared with other income of $2.5 million for thethree 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.

Previous wording

Revenue increased by $0.6 million, or 27.4%, to $2.7 million for the six months ended June 30, 2025 from $2.2 million for the six months ended June 30, 2024. The increase was driven by an increase in service revenue from technology and services contracts with government and commercial customers. For the six months ended June 30, 2025, one customer accounted for 58% of total revenue and another customer accounted for 29% of total revenue. For the six months ended June 30, 2024, one customer accounted for 73% of total revenue and another customer accounted for 14% of total revenue.

Current wording

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.

Previous wording

COGS decreased by $0.9 million, or 30.4%, to $2.0 million for thethree months ended June 30, 2025 from $2.9 million for thethree months ended June 30, 2024. The decrease was primarily driven by a $0.3 million decrease in payroll-related expenses, a $0.2 million decrease in software license and cloud expenses, a $0.2 million decrease in non-recurring engineering services, a $0.1 million decrease in outside consulting expenses, and a $0.1 million decrease in site rent expense.

Current wording

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.

Previous wording

Research and development expenses increased by $0.1 million, or 0.9%, to $8.9 million for the six months ended June 30, 2025 from $8.8 million for the six months ended June 30, 2024. The increase was primarily driven by a $1.0 million increase in non-recurring engineering services, and a $0.1 million increase in outside consulting expenses. The increases were partially offset by a $0.5 million decrease in software license and cloud expenses, a $0.3 million decrease in payroll-related expenses and a $0.2 million decrease in stock-based compensation.

Current wording

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.

Previous wording

Selling, general and administrative expenses increased by $4.2 million, or 25.4%, to $20.8 million for the six months ended June 30, 2025 from $16.6 million for the six months ended June 30, 2024. The increase was primarily driven by a $1.8 million increase in professional services, a $1.0 million increase in outside consulting expenses, a $0.6 million increase in payroll-related expenses, a $0.6 million increase in marketing and recruiting cost, and a $0.3 million increase in stock-based compensation. The increases were partially offset by a $0.1 million decrease in directors’ and officers’ insurance.

Current wording

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.

Previous wording

Depreciation and amortization expenses increased by $0.2 million, or 7.2%, to $2.8 million for the six months ended June 30, 2025 from $2.6 million for the six months ended June 30, 2024. The increase in depreciation and amortization expense is primarily attributable to placing the network assets in service after the second quarter of 2024.

Current wording

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.

Previous wording

Interest expense, net of interest income, for the six months ended June 30, 2025 was $5.8 million. Interest expense, net of interest income, for the six months ended June 30, 2024 was $4.5 million. The increase in interest expense was primarily driven by higher interest and amortization of debt discounts expense.

Current wording

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.

Previous wording

Other expense was $81.7 million for the six months ended June 30, 2025 compared with other expense of $19.9 million for the six months ended June 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 lower losses from the change in the fair value of the warrant liability.

Current wording

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.

Previous wording

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 thesix months ended June 30, 2025 and 2024, we incurred net losses of $121.8 million and $56.0 million, respectively. During thesix months ended June 30, 2025, our net cash used in operating activities was $25.7 million and net cash provided by investing activities was $75.5 million. During thesix months ended June 30, 2024, our net cash used in operating activities and investing activities was $19.3 million and $22.3 million, respectively. As of June 30, 2025, we had cash and cash equivalents and marketable securities of $176.1 million and an accumulated deficit of $983.9 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.

Current wording

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 thenine months ended September 30, 2025 and 2024, we incurred net losses of $121.3 million and $69.6 million, respectively. During thenine 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 thenine 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.

Previous wording

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 thethree and six months ended June 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information.

Current wording

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 thethree and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information.

Previous wording

Net cash used in operating activities during thesix months ended June 30, 2025 was $25.7 million, resulting primarily from a net loss of $121.8 million adjusted for non-cash charges of $55.2 million for change in the fair value of derivative liability, $13.7 million loss on the early extinguishment of the 2026 Notes, $9.0 million related to warrants issued in connection with 2028 Notes, $8.0 million for stock-based compensation, $4.3 million for amortization of debt discount, non-cash expense of $2.8 million for change in the fair value of warrant liability, $2.8 million for depreciation and amortization and a net increase in operating liabilities of $1.3 million. These changes were partially offset by a $1.2 million realized and unrealized gain on marketable securities.

Current wording

Net cash used in operating activities during thenine 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.

Previous wording

Net cash used in operating activities during the six months ended June 30, 2024 was $19.3 million, resulting primarily from a net loss of $56.0 million adjusted for non-cash charges of $7.9 million for stock-based compensation, non-cash expense of $21.7 million for change in the fair value of warrant liability, $2.6 million for depreciation and amortization, and $3.0 million for amortization of debt discount. These changes were partially offset by a net increase in operating liabilities of $3.6 million, non-cash income of $1.9 million for change in fair value of Asset Purchase Agreement liability and $0.3 million realized and unrealized gain on marketable securities.

Current wording

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.

Previous wording

Net cash used in investing activities during thesix months ended June 30, 2025 was $75.5 million, representing net purchase of marketable securitiesof $75.2 million, and cash used for property and equipment, including internal use software, of $0.3 million.

Current wording

Net cash used in investing activities during thenine months ended September 30, 2025 was $35.0 million, representing net purchase of marketable securitiesof $34.6 million, and cash used for property and equipment, including internal use software, of $0.4 million.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2024 was $22.3 million, representing the purchase of marketable securities, net of sale and maturity of marketable securities, and cash used for Asset Purchase Agreement and internal use software.

Current wording

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.

Previous wording

Net cash provided by financing activities during thesix months ended June 30, 2025 was $120.4 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 six months ended June 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.

Current wording

Net cash provided by financing activities during thenine 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.

Previous wording

Net cash provided by financing activities during thesix months ended June 30, 2024 was $22.7 million, primarily reflecting cash proceeds from the exercise of common stock options.

Current wording

Net cash provided by financing activities during thenine months ended September 30, 2024 was $29.7 million, primarily reflecting cash proceeds from the exercise of common stock options.

Previous wording

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 thethree and six months ended June 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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 thethree and nine months ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

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 six months ended June 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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.