NEXTNAV INC.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
NN$8.61+7.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001554855-26-001046
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001554855-26-001789
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 67 previous paragraphs and 70 current paragraphs.
39 unchanged; 18 reworded; 11 added; 10 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 11 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
COGS increased by approximately $20 thousand, or 1.0%, to $2.1 million for thethree months ended June 30, 2026 from $2.0 million for thethree months ended June 30, 2025. There were no significant drivers contributing to the quarter-over-quarter change.
Current report
Selling, general and administrative expenses increased by $2.3 million, or 22.7%, to $12.6 million for thethree months ended June 30, 2026 from $10.2 million for thethree months ended June 30, 2025. The increase was primarily driven by a $2.0 million increase in stock-based compensation, a $0.7 million increase in outside consulting expenses, and a $0.1 million increase in professional services, partially offset by a $0.5 million decrease in payroll-related expenses.
Current report
Depreciation and amortization expenses decreased by $30 thousand, or 2.2%, to $1.3 million for thethree months ended June 30, 2026 from $1.4 million for thethree months ended June 30, 2025. The slight decrease was primarily due to a lower depreciable asset and amortizable intangible asset base as certain network assets and intangible assets became fully depreciated or amortized, resulting in lower depreciation and amortization expense during the period.
Current report
Interest expense, net of interest income, increased by $0.1 million, or 2.0%, to $3.1 million for the three months ended June 30, 2026 from $3.0 million for the three months ended June 30, 2025. The increase was primarily driven by lower interest income.
Current report
Comparison of the Six Months ended June 30, 2026 and 2025
Current report
Revenue
Current report
Cost of Goods Sold (COGS)
Current report
Research and development expenses increased by $2.5 million, or 28.7%, to $11.4 million for thesix months ended June 30, 2026 from $8.9 million for thesix months ended June 30, 2025. The increase was primarily driven by a $1.1 million increase in payroll-related expenses, a $0.6 million increase in stock-based compensation, a $0.5 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.
Current report
Interest Expense, Net
Current report
Other income was $2.3 million for thesix months ended June 30, 2026 compared with other expense of $81.7 million for thesix months ended June 30, 2025. The $84.0 million favorable change was primarily attributable to a $35.9 million favorable variance in the gain on extinguishment of debt resulting from the conversion of the 2028 Notes, a $35.9 million favorable change in the fair value of the conversion option derivative liability, a $2.9 million favorable change in the fair value of private warrants, and absence of $9.3 million non-cash charges related to warrants issued in connection with the 2028 Notes.
Current report
During the second quarter of 2026, we completed the redemption of all outstanding 15 million Public Warrants. In connection with the redemption, holders exercised 14.7 million Public Warrants for cash, generating approximately $169.5 million of gross proceeds. The remaining 318 thousand Public Warrants were redeemed for $0.01 per warrant and ceased to be outstanding. As of June 30, 2026, approximately $69.3 million of the warrant exercise proceeds had not yet been received by us and was recorded in other current assets in our condensed consolidated balance sheet as of June 30, 2026. The outstanding amount was collected on July 1, 2026. The transaction significantly enhanced the Company's liquidity and, together with the conversion of the 2028 Notes, further simplified our capital structure. Refer to Note 9 to our condensed consolidated financial statements for the three and six months ended June 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q for more information.
Removed paragraphs (10)
Previous report
Operating Expense
Previous report
Research and Development
Previous report
Selling, General and Administrative
Previous report
Depreciation and Amortization
Previous report
Other Income (Expense)
Previous report
Operating Expense
Previous report
Research and Development
Previous report
Selling, General and Administrative
Previous report
Depreciation and Amortization
Previous report
Other Income (Expense)
Reworded paragraphs (18)
Previous wording
Under our proposal, the FCC would create a 5 MHz uplink and 10 MHz downlink suitable for 5G operations. We believe modernizing the Lower 900 MHz band will simultaneously enable a high-quality terrestrial PNT network to complement and back up GPS, addressing a critical national security vulnerability, and add 5G broadband capacity. As such, our NextGen capability is being designed with the goal of enabling one or more mobile network operators or other partners to integrate this optimized Lower 900 MHz spectrum into their 5G network deployments. We expect that these partnerships would result in wide-scale availability of our complementary PNT services and, for our potential partners, additional 5G broadband capacity.
Current wording
modernizing the Lower 900 MHz band will simultaneously enable a high-quality terrestrial PNT network to complement and back up GPS, addressing a critical national security vulnerability, and add 5G broadband capacity. As such, our NextGen capability is being designed with the goal of enabling one or more mobile network operators or other partners to integrate this optimized Lower 900 MHz spectrum into their 5G network deployments. We expect that these partnerships would result in wide-scale availability of our complementary PNT services and, for our potential partners, additional 5G broadband capacity.
Previous wording
Revenue decreased by $0.5 million, or 35.3%, to $1.0 million for thethree months ended March 31, 2026 from $1.5 million for thethree months ended March 31, 2025. The decrease was driven by a decrease in service revenue from technology and services contracts with government and commercial customers. For thethree months ended March 31, 2026, one customer accounted for 79% of total revenue and another customer accounted for 10% of total revenue. For thethree months ended March 31, 2025, one customer accounted for 51% of total revenue and another customer accounted for 39% of total revenue.
Current wording
Revenue decreased by $0.1 million, or 4.3%, to $1.2 million for thethree months ended June 30, 2026 from $1.2 million for thethree months ended June 30, 2025. The decrease was driven by a decrease in service revenue from technology and services contracts with government and commercial customers. For thethree months ended June 30, 2026, one customer accounted for 68% of total revenue and another customer accounted for 17% of total revenue. For thethree months ended June 30, 2025, one customer accounted for 67% of total revenue and another customer accounted for 15% of total revenue.
Previous wording
Research and development expenses increased by $1.9 million, or 47.1%, to $5.9 million for thethree months ended March 31, 2026 from $4.0 million for thethree months ended March 31, 2025. The increase was primarily driven bya $0.9 million increase in payroll-related expenses, a $0.4 million increase in stock-based compensation, a $0.4 million increase in non-recurring engineering services, a $0.1 million increase in outside consulting expenses, and a $0.1 million increase in other operational expenses.
Current wording
Research and development expenses increased by $0.6 million, or 13.2%, to $5.5 million for thethree months ended June 30, 2026 from $4.8 million for thethree months ended June 30, 2025. The increase was primarily driven by a $0.2 million increase in payroll-related expenses, a $0.2 million increase in stock-based compensation, a $0.1 million increase in non-recurring engineering services, and a $0.1 million increase in outside consulting expenses.
Previous wording
Other income was $12.7 million for thethree months ended March 31, 2026 compared with other expense of $38.8 million for thethree months ended March 31, 2025. This $51.5 million favorable change was primarily attributable to gains from changes in the fair value of derivative liabilities in the current period, compared to losses in the prior year, as well as the absence of a debt extinguishment loss and non‑cash expenses related to warrants issued in connection with the March 2025 financing transaction.
Current wording
Other expense was $10.4 million for thethree months ended June 30, 2026 compared with other expense of $42.9 million for thethree months ended June 30, 2025. The $32.5 million favorable change was primarily attributable to a $21.4 million gain on extinguishment of debt recognized in connection with the conversion of the 2028 Notes, a $5.5 million favorable change in the fair value of warrants, a $2.2 million favorable change in the fair value of the conversion option derivative liability, and absence of $3.3 million non-cash expenses related to warrants issued in connection with the 2028 Notes.
Previous wording
COGS decreased by $0.4 million, or 16.2%, to $2.1 million for thethree months ended March 31, 2026 from $2.5 million for thethree months ended March 31, 2025. The decrease was primarily driven by a $0.2 million decrease in payroll-related expenses, a $0.1 million decrease in site rent expense, and a $0.1 million decrease in stock-based compensation.
Current wording
COGS decreased by $0.4 million, or 8.6%, to $4.2 million for thesix months ended June 30, 2026 from $4.6 million for thesix months ended June 30, 2025. The decrease was primarily driven by a $0.2 million decrease in payroll-related expenses and a $0.2 million decrease in site rent expense.
Previous wording
Selling, general and administrative expenses increased by $0.2 million, or 2.1%, to $10.7 million for thethree months ended March 31, 2026 from $10.5 million for thethree months ended March 31, 2025. The increase was primarily driven by a $0.4 million increase in stock-based compensation, a $0.4 million increase in payroll-related expenses, and a $0.1 million increase in other operational expenses, partially offset by a $0.7 million decrease in professional services.
Current wording
Selling, general and administrative expenses increased by $2.5 million, or 12.3%, to $23.3 million for thesix months ended June 30, 2026 from $20.8 million for thesix months ended June 30, 2025. The increase was primarily driven by a $2.4 million increase in stock-based compensation, a $0.7 million increase in outside consulting expenses, and a $0.1 million increase in other operational expenses, partially offset by a $0.6 million decrease in professional services, and a $0.1 million decrease in payroll-related expenses.
Previous wording
Depreciation and amortization expenses increased by $0.1 million, or 5.6%, to $1.5 million for thethree months ended March 31, 2026 from $1.5 million for thethree months ended March 31, 2025. The increase was primarily driven by accelerated depreciation related to retired network assets.
Current wording
Depreciation and amortization expenses increased by $0.1 million, or 1.9%, to $2.9 million for thesix months ended June 30, 2026 from $2.8 million for thesix months ended June 30, 2025. The increase was primarily driven by accelerated depreciation related to retired network assets.
Previous wording
Interest expense, net of interest income, increased by $1.2 million, or 42.9%, to $3.9 million for the three months ended March 31, 2026 from $2.7 million for the three months ended March 31, 2025. The increase was primarily driven by higher interest and amortization of debt discounts expense.
Current wording
Interest expense, net of interest income, increased by $1.2 million, or 21.4%, to $7.0 million for the six months ended June 30, 2026 from $5.8 million for the six months ended June 30, 2025. The increase was primarily driven by higher interest and amortization of debt discounts expense.
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 thethree months ended March 31, 2026 and 2025, we incurred net losses of $10.6 million and $58.6 million, respectively. During thethree months ended March 31, 2026, our net cash used in operating activities and investing activities was $10.0 million and $4.2 million, respectively. During thethree months ended March 31, 2025, our net cash used in operating activities and provided by investing activities was $12.2 million and $3.0 million, respectively. As of March 31, 2026, we had cash and cash equivalents and marketable securities of $143.0 million and an accumulated deficit of $1.1 billion. 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 thesix months ended June 30, 2026 and 2025, we incurred net losses of $44.4 million and $121.8 million, respectively. During thesix months ended June 30, 2026, our net cash used in operating activities and investing activities was $28.0 million and $42.1 million, respectively. During thesix months ended June 30, 2025, our net cash used in operating activities and investing activities was $25.7 million and $75.5 million, respectively. As of June 30, 2026, we had cash and cash equivalents and marketable securities of $228.8 million and an accumulated deficit of $1.1 billion. 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, we used a portion of the net proceeds from the Private Placement to redeem all $70.0 million of oursenior secured notes that were issued with a fixed interest rate of 10% to a group of lenders during 2023 (the “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 months ended March 31, 2026 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 were scheduled to 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, we used a portion of the net proceeds from the Private Placement to redeem all $70.0 million of oursenior secured notes that were issued with a fixed interest rate of 10% to a group of lenders during 2023 (the “2026 Notes”), at a redemption price of 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest. In June 2026, all outstanding 2028 Notes were converted into shares of our common stock, and no principal amount remained outstanding as of June 30, 2026. The conversion eliminated our outstanding debt obligations, reduced future cash interest requirements and further strengthened our balance sheet and liquidity position. Refer to Note 8 to our condensed consolidated financial statements for the three and six months ended June 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q for more information.
Previous wording
Net cash used in operating activities during thethree months ended March 31, 2026 was $10.0 million, resulting primarily from a net loss of $10.6 million adjusted for $5.1 million for stock-based compensation, $2.8 million for amortization of debt discount, $1.5 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 $4.6 million. These changes were partially offset by a non-cash gain of $9.2 million for change in the fair value of derivative liability, a non-cash gain of $3.4 million for change in the fair value of warrant liability, and a $1.0 million realized and unrealized gain on marketable securities.
Current wording
Net cash used in operating activities during thesix months ended June 30, 2026 was $28.0 million, resulting primarily from a net loss of $44.4 million adjusted for a non-cash loss of $19.3 million for change in the fair value of derivative liability, $11.0 million for stock-based compensation, $5.2 million for amortization of debt discount, $2.9 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 $1.4 million. These changes were partially offset by a non-cash gain of $21.4 million on the extinguishment of the 2028 Notes, a $2.0 million realized and unrealized gain on marketable securities, and a non-cash gain of $0.1 million for change in the fair value of warrant liability.
Previous wording
Net cash used in operating activities during the three months ended March 31, 2025 was $12.2 million, resulting primarily from a net loss of $58.6 million adjusted for non-cash charges of $24.5 million for change in the fair value of derivative liability, $13.7 million loss on the early extinguishment of the 2026 Notes, $5.8 million related to warrants issued in connection with 2028 Notes, $4.3 million for stock-based compensation, $1.7 million for amortization of debt discount, $1.5 million for depreciation and amortization and a net decrease in operating assets of $1.2 million. These changes were partially offset by non-cash gain of $6.0 million for change in the fair value of warrant liability and a $0.3 million realized and unrealized gain on marketable securities.
Current wording
Net cash used in operating activities during the six 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 decrease in operating assets of $1.3 million. These changes were partially offset by a $1.2 million realized and unrealized gain on marketable securities.
Previous wording
Net cash used in investing activities during thethree months ended March 31, 2026 was $4.2 million, representing net purchase of marketable securitiesof $4.0 million, and cash used for property and equipment, including internal use software, of $0.1 million.
Current wording
Net cash used in investing activities during thesix months ended June 30, 2026 was $42.1 million, representing net purchase of marketable securitiesof $41.8 million, and cash used for internal use software of $0.3 million.
Previous wording
Net cash provided by investing activities during the three months ended March 31, 2025 was $3.0 million, representing a net sale and maturity of marketable securities of $3.1 million partially offset by cash used for property and equipment, including internal use software, of $0.1 million.
Current wording
Net cash provided by investing activities during the six months ended June 30, 2025 was $75.5 million, representing a net sale and maturity of marketable securities of $75.2 million partially offset by cash used for property and equipment, including internal use software, of $0.3 million.
Previous wording
Net cash provided by financing activities during thethree months ended March 31, 2026 was $0.2 million, primarily reflecting cash proceeds from the exercise of common stock options and warrants.
Current wording
Net cash provided by financing activities during thesix months ended June 30, 2026 was $103.3 million, primarily reflecting cash proceeds from the exercise of warrants and common stock options.
Previous wording
Net cash provided by financing activities during thethree months ended March 31, 2025 was $120.2 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 included elsewhere in this Quarterly Report on Form 10-Q for more information) and cash proceeds from the exercise of common stock options and warrants.
Current 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 included elsewhere in this Quarterly Report on Form 10-Q for more information) and cash proceeds from the exercise of common stock options and warrants.
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 2025 Form 10-K and Note 2 to our condensed consolidated financial statements for thethree months ended March 31, 2026 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 2025 Form 10-K and Note 2 to our condensed consolidated financial statements for thethree and six months ended June 30, 2026 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 months ended March 31, 2026 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 six months ended June 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Under our proposal, the FCC would create a 5 MHz uplink and 10 MHz downlink suitable for 5G operations. We believe
Current report — wording carried from elsewhere
Revenue decreased by $0.6 million, or 21.7%, to $2.1 million for thesix months ended June 30, 2026 from $2.7 million for thesix months ended June 30, 2025. The decrease was driven by a decrease in service revenue from technology and services contracts with government and commercial customers. For thesix months ended June 30, 2026, one customer accounted for 73% of total revenue and another customer accounted for 14% of total revenue. For thesix months ended June 30, 2025, one customer accounted for 58% of total revenue and another customer accounted for 29% of total revenue.