NEXTNAV INC.

NextNav Inc.

CONDENSED Consolidated Balance Sheets

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED Consolidated Statements of Changes in Stockholders’ equity

CONDENSED Consolidated Statements of Cash Flows

(IN THOUSANDS)

Notes to Condensed Consolidated Financial Statements (Unaudited)

For thethree months ended March 31, 2026

1. Organization and Business

Principal Business

NextNav Inc., together with its consolidated subsidiaries (collectively, “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 existing space-based Global Navigation Satellite Systems (“GNSS”), including the Global Positioning System (“GPS”).

The Company is evolving its PNT solutions to use 5G New Radio (“5G NR”) positioning reference signals (“PRS”), under the 3GPP global standard, to determine location and timing - a platform the Company refers to as NextGen. The Company believes the evolution of its existing technologies and services to a 5G NR PRS capability will improve the efficiency, flexibility, and scale of its operations. 5G NR technologies drive enhanced network performance, capacity, and efficiency across multiple industry verticals.

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 thethree months ended March 31, 2026 and 2025, the Company incurred net losses of $10.6 million and $58.6 million, respectively. During thethree months ended March 31, 2026 and 2025, net cash used in operating activities was $10.0 million and $12.2 million, respectively. As of March 31, 2026, cash and cash equivalents and marketable securities was $143.0 million. The Company’s primary use of cash is to fund operations as NextNav continues to perform research and development and grow. The Company expects to incur additional losses and higher operating expenses for the foreseeable future, specifically as NextNav invests in ongoing research and development and its PNT networks.

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 March 31, 2026 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 March 31, 2026 are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. Generally 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, 2025 (the “2025 Form 10-K”), which the Company filed with the SEC on March 17, 2026.

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 March 31, 2026, results of operations for thethree months ended March 31, 2026 and 2025, and changes in stockholders’ equity and cash flows for thethree months ended March 31, 2026 and 2025, 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 2025 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 securities, 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 but one year or less 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 thethree months ended March 31, 2026 and 2025, the Company recorded gains of $1.2 million and $0.3 million respectively, from fair value changes from FVO available-for-sale debt securities, which were recorded within interest expense, net, in the Condensed Consolidated Statements of Comprehensive Loss.

Revenue

The following table presents the Company’s revenue disaggregated by category and source:

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 March 31, 2026 and December 31, 2025, the Company’s accounts receivable balances were comprised of $1.4 million and $2.3 million, respectively. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic condition. An allowance for credit losses for accounts receivable is recorded as an offset to accounts receivable, and changes in such are classified as selling, general and administrative expense in the Consolidated Statements of Comprehensive Loss. As of both March 31, 2026 and December 31, 2025, all accounts receivable balances were current and no allowance for credit losses were recorded.

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 March 31, 2026 and December 31, 2025, the Company’s contract liabilities were $633 thousand and $491 thousand, respectively, and are recorded in deferred revenue in the Condensed Consolidated Balance Sheets.

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:

Basic and Diluted Net Loss per Share

Basic 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.

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:

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. Determining fair value involves significant judgment. The Company’s estimates consider alternative evidence including, but not limited to, general economic conditions and other relevant factors. The Company did not recognize any impairment losses for its equity method investment for the three months ended March 31, 2026 and for the year ended December 31, 2025.

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.

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 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:

Certain decommissioned network assets were retired as the Company evolves its technology platform to NextGen. The Company recorded accelerated depreciation expense on these assets as depreciation and amortization. The Company recorded $0.3 million of accelerated depreciation expense on these assets as depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026. No network assets were retired during the three months ended March 31, 2025.

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.

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 thethree months ended March 31, 2026 and March 31, 2025.

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 one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No goodwill impairment was recorded for thethree months ended March 31, 2026 and for the year ended December 31, 2025. The following summarizes the Company's goodwill activities:

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.

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 thethree months ended March 31, 2026 and 2025. 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 asone operating segment. NextNav’s chief operating decision maker (“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. See Note 13 – Segments for detail.

Adopted Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company adopted ASU 2024-04 for the interim period ended March 31, 2026. The adoption did not have any impact on the condensed consolidated financial statements.

Recent Accounting Developments Not Yet Adopted

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:

4. Intangibles

Intangible assets as of March 31, 2026 and December 31, 2025 consisted of following (in thousands):

The weighted average remaining useful lives of acquired software and acquired technology were 8.6 years as of March 31, 2026.

Amortization expense on intangibles assets was $0.3 million and $0.4 million for the three months ended March 31, 2026 and 2025, respectively. Future amortization is expected as follows:

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:

 $2.5 million in cash consideration within 30 days of the approval of the Transaction by the Superior Court of the State of California, County of Alameda (the “Alameda Court Approval”);

 $7.5 million in shares of NextNav common stock on the earlier of the approval by the FCC of the application seeking the transfer and assignment of the M-LMKS Licenses to the Company (the “FCC Approval”) or, if no action has been taken by the FCC, November 15, 2024 (payable regardless of whether the closing of the Transaction occurs (the “Closing”) (“First Noncash Consideration”); and

 $20.0 million in shares of NextNav common stock within 30 days of the assignment of the M-LMS Licenses at Closing, contingent upon FCC Approval (the “Closing Consideration”).

On March 28,2024, the Company received the Alameda Court Approval and made a cash payment of $2.5 million in April 2024. The Company also recognized a liability and asset of $9.8 million as of March 31,2024 with respect to the fair value of shares expected to be issued (based on a 20-day volume weighted average price of $5.04 and share price of $6.58) equivalent to the $7.5 million First Noncash Consideration, as the payment obligation was based upon passage of time and was not contingent. On November 15,2024, the Company settled the First Noncash Consideration liability by issuing 620,106 shares of NextNav common stock (based on a 20-day volume weighted average price of $12.09), which had a fair value of $8.8 million (based on a share price of $14.22 upon issuance) that resulted in a gain of $1.0 million, which is recorded in other income (loss), net in the consolidated statement of comprehensive loss for the year ended December 31, 2024, as a result of the difference between the fair value of the shares issued on November 15,2024 and the fair value of the shares that were expected to be issued for the First Noncash Consideration liability based on the 20-day volume-weighted average price on March 31,2024.

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 Closing occurred on September 19,2025. In connection with the Closing, the Company issued 1,194,820 shares of common stock equivalent to the $20 million Closing Consideration.

Prior to Closing, the Company had a total of $12.6 million related to the Asset Purchase Agreement recognized within other assets in the Consolidated Balance Sheet, which was comprised of the $2.5 million cash consideration, $0.3 million in qualifying direct transaction costs, and $9.8 million related to the First Noncash Consideration.

Upon Closing, the Company:

 Released the prepaid consideration of $12.6 million from other assets in the Consolidated Balance Sheet; and

 Recognized the acquired M-LMS Licenses as intangible assets in the Consolidated Balance Sheet at a value of $33.0 million, which was comprised of (i) $12.6 million prepaid consideration and (ii) $20.4 million related to the fair value of shares issued for Closing Consideration (based on closing date share price of $17.07)

The acquired M‑LMS Licenses are classified as indefinite‑lived intangible assets in the Consolidated Balance Sheet. Although the licenses are issued by the FCC for fixedten‑year terms, the licenses are renewable by the FCC for successiveten‑year periods based on the satisfaction of applicable regulatory requirements and a determination that renewal serves the public interest. The Company and its subsidiaries have historically renewed similar M‑LMS licenses successfully and at nominal cost, and the Company has not identified any contractual, legal, or regulatory provisions that limit the number of renewals or otherwise place a foreseeable limit on the period over which the licenses are expected to contribute to future cash flows. 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 $20 million, payable in shares of NextNav common stock. Payment of this additional consideration is contingent upon the FCC granting additional flexibility in the use of M-LMS spectrum, including the M-LMS spectrum covered by the acquired M-LMS Licenses. On April 16,2024, the Company petitioned the FCC to commence a rule making to reconfigure and update the rules governing the Lower 900 MHz band plan to allow additional flexibility in the use of M-LMS spectrum (the “Petition”). The FCC’s review of the Petition is pending. No liability was recognized for the contingent consideration, as significant regulatory uncertainty resulted in the payment conditions not meeting the applicable accounting recognition criteria as of as of March 31, 2026 and December 31, 2025.

6. Equity Method Investment

The Company has an investment in MetCom Inc., a privately-owned Japanese joint stock company (kabushiki kaisha) (“MetCom”). The Company provides licenses to its technology, infrastructure and subscriber equipment to MetCom to support MetCom’s efforts in commercializing terrestrial positioning technology (both TerraPoiNT and Pinnacle) in Japan. Due to the technological dependencies, the Company’s equity ownership and representation on MetCom’s board of directors, the Company has significant influence, but not controlling interest, over MetCom. The Company’s investment in MetCom is accounted for under the equity method. The basis difference in the Company’s cost basis and the basis reflected at the investee entity level is allocated to equity method goodwill and is not amortized.

During the fourth quarter of 2025, the Company, together with other third-party investors, participated in MetCom’s series BBB round fund raising and the Company invested $550 thousand in exchange for 95,168 shares at JPY 900 per share. As a result, the Company’s total ownership of MetCom decreased from 14.8% to 13.8%.

As of March 31, 2026, the Company’s total ownership of MetCom consisted of 797,502 shares, representing ownership of 13.8%. The Company recognized losses of $67 thousand and $39 thousand for the three months ended March 31, 2026 and 2025, respectively, related to its share of MetCom’s operating results, and is recorded in other income (loss), net in the condensed consolidated statements of comprehensive loss. The carrying value of the Company’s investment in MetCom was $1.1 million as of both March 31, 2026 and December 31, 2025, and is classified in other long-term assets in the condensed consolidated balance sheets. The Company had $30 thousand and $28 thousand in accounts receivable from MetCom as of March 31, 2026 and December 31, 2025, respectively.

As part of MetCom’s series BBB round fund raising, the Company committed to contribute an additional $450 thousand equity investment in MetCom (“Tranche B Investment”). The closing of Tranche B Investment is subject to certain closing conditions which were not yet met as of March 31, 2026.

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 10 per share, such that the Company may obtain an aggregate total of 33% of MetCom common stock on an “as-converted” basis. The MetCom Warrant is subject to certain vesting conditions, and the closing of Tranche B Investment will trigger an amendment to these vesting terms. The MetCom Warrant vesting conditions were not met as of March 31, 2026; therefore, the MetCom Warrant remained not exercisable.

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:

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 $154.5 million and $152.0 million as of March 31, 2026 and December 31, 2025, respectively.

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.

Level 3 Liabilities

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 March 31, 2026, and December 31, 2025, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model:

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).

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 contained the following assumptions:

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):

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.

8. Long term debt, net

2026 Notes and related warrants

The Company issued a total of $70 million of senior secured notes (the “2026 Notes”) with a fixed interest rate of 10% to a group of lenders during 2023. The terms of the 2026 Notes provided that they would mature on December 1, 2026 with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company had the option to elect, in its sole discretion, to pay up to 50% of the accrued and unpaid interest on the 2026 Notes due with its common stock. Upon the closing of the Private Placement (as defined below), 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 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest. Accordingly, none of the 2026 Notes remain outstanding.

In conjunction with the issuance of 2026 Notes, the Company issued 25,925,927 warrants at an exercise price of $2.16 per share to purchase Company’s common stock to the 2026 Notes holders (the “2026 Warrants”). The warrants are currently exercisable and expire on July 1, 2027.

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”), $190 million in aggregate principal amount of its 5.00% Senior Secured Convertible Notes due 2028 (the “2028 Notes”) and (ii) issue to certain of the purchasers, common stock purchase warrants (the “2028 Warrants”) to purchase an aggregate of 7,800,000 shares of the Company’s common stock with exercise prices ranging from $12.56 to $20.00 per share.

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 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.

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 79.6178 shares per $1,000 principal and is subject to adjustment based on standard antidilution provisions. Upon conversion, the Company is required to deliver to the Purchasers shares of common stock and no alternative settlement methods are permitted.

The Company may redeem the 2028 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest, if the last reported sale price of common stock is greater than or equal to 160% of the conversion price for the 2028 Notes for at least 20 trading days during any 30 consecutive trading day period.

Upon the closing of the Private Placement, the Company used a portion of the net proceeds to redeem all of the 2026 Notes, at a redemption price of 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest.

The Company recognized a $14.4 million loss on the early extinguishment of the 2026 Notes during the year ended December 31, 2025. The loss on extinguishment of the 2026 Notes was determined based on the difference between reacquisition price and the net carrying amount of the 2026 Notes.

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 $12.56 to $20.00 per share. The aggregate fair value of the 2028 Warrants was $9.0 million on the issuance date and presented as “additional paid-in capital” in the condensed consolidated balance sheets, with an offset entry recorded in other loss, net in the condensed consolidated statements of comprehensive loss. The fair value of the 2028 Warrants was determined using the Black-Scholes option pricing model based on non-observable pricing inputs (e.g., expected volatility) in the market and is categorized accordingly as Level 3 in the fair value hierarchy.

As part of the NPA, an entity affiliated with Fortress Investment Group LLC ("Fortress"), a 10% or greater stockholder of the Company and one of the lead investors, purchased $50 million in 2028 Notes and received 3,900,000 warrants. Additionally, an entity affiliated with Neil S. Subin, a director of the Company, purchased $6.3 million of the 2028 Notes.

For thethree months ended March 31, 2026, the interest expense related to these notes was $625 thousand for the entity affiliated with Fortress, and $79 thousand for the entity affiliated with Neil S. Subin. For the three months ended March 31, 2025, the interest expense related to these notes was $28 thousand for the entity affiliated with Fortress and $4 thousand for the entity affiliated with Neil S. Subin. As of March 31, 2026, the accrued interest expense related to these notes was $833 thousand for the entity affiliated with Fortress and $105 thousand for the entity affiliated with Neil S. Subin. As of December 31, 2025, the accrued interest expense related to these notes was $208 thousand for the entity affiliated with Fortress and $26 thousand for the entity affiliated with Neil S. Subin.

The Company agreed to file a registration statement under the Securities Act of 1933, as amended, 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 35 business days of the Closing Date. The Company filed such registration statement with the United States Securities and Exchange Commission (“SEC”) on April 25,2025, which the SEC declared effective on May 2,2025.

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 $106.7 million and was included in long-term debt in the Company's Condensed Consolidated Balance Sheets as of March 31, 2026.

The carrying value of the 2028 Notes was $160.5 million as of March 31, 2026, net of unamortized debt discount of $29.5 million and was included in long-term debt in the Company’s Condensed Consolidated Balance Sheets. The carrying value of the 2028 Notes was $157.8 million as of December 31, 2025, net of unamortized debt discount of $32.2 million and was included in long-term debt in the Condensed Consolidated Balance Sheets.

As of March 31, 2026, the effective interest rate of the 2028 Notes was 13%.

The Company recognized interest expense associated with the 2028 Notes as follows for thethree months ended March 31, 2026 and March 31, 2025 (in thousands).

Debt Covenant Compliance

The obligations of the Company under the 2028 Notes are, 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 March 31, 2026, the Company was in compliance with all of the applicable debt covenants described above.

9. Warrants and Warrant Liability

As of March 31, 2026, NextNav had 37,137,806 warrants outstanding, which includes: (a)14,714,169 public warrants associated with Spartacus Acquisition Corp.’s (“Spartacus”) initial public offering (the “Public Warrants”), (b)4,034,790 warrants issued to Spartacus Sponsor LLC in a private placement on the initial public offering closing date (the “Private Placement Warrants”), (c)10,588,847 2026 Warrants (as further described in Note 8) and (d) 7,800,000 2028 Warrants (as further described in Note 8).

The Private Placement Warrants are classified as a liability on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2026. During thethree months ended March 31, 2026 and March 31, 2025, zero and 205,402 Private Placement Warrants were reclassified from liability to equity (Public Warrants), respectively, as the terms that initially precluded equity classification were no longer applicable. Accordingly, the Company reclassified $0 and $1.2 million, respectively, from warrant liability to additional paid-in capital on its Condensed Consolidated Balance Sheet as of March 31, 2026 and March 31, 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 purchaseone share at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire on October 28, 2026.

NextNav hasthe right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sales price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which NextNav sends the notice of redemption to the warrant holders.

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 March 31, 2026, NextNav had authorized the issuance of 600,000,000 shares of capital stock, par value, $0.0001 per share, consisting of (a)500,000,000 shares of common stock and (b)100,000,000 shares of undesignated preferred stock. As of March 31, 2026, NextNav had 136,191,797 shares of common stock issued and 136,059,569 shares of common stock outstanding.

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 March 31, 2026, 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 0.0%. For thethree months ended March 31, 2026, the Company recorded an income tax provision of $56 thousand primarily related to foreign tax activity in India on a pretax loss of $10.6 million, resulting in an effective tax rate of 0.5%. For the three months ended March 31, 2025, the Company recorded an income tax provision of $58 thousand primarily related to foreign tax activity in India on a pretax loss of $58.5 million, resulting in an effective tax rate of (0.1)%. These effective tax rates differ from the U.S. federal statutory rate primarily due to the valuation allowance against the Company’s domestic and French deferred tax assets.

13. Segments

NextNav operates asone operating segment. Information on the Company’s products and service offerings are included in Note 1 - Organization and Business. The accounting policies of the single operating segment are the same as those described in Note 2 - Summary of Significant Accounting Policies.

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 thethree months ended March 31, 2026 and 2025.

The Company reclassified certain expenses between significant expense categories presented in the segment financial information below for all periods to align with the changes in the financial reporting presented to the CODM. Segment financial information for thethree months ended March 31, 2026 and 2025 is as follows:

1 Other segment items include equity-based compensation, debt extinguishment loss, non-cash other loss, non-cash rent expense, capitalized labor costs, accretion expense on asset retirement obligations and other income (loss).

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.

Item 2.