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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~September~~October 199, 2025

NEXTNAV INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40985	87-0854654
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11911 Freedom Drive, Ste. 200
Reston, Virginia 20190		20190
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 775-0982

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

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

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☒

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

Item 1.01 Entry into a Material Definitive Agreement.

~~Item 2~~On October 9, 2025, NextNav LLC, a wholly-owned subsidiary of NextNav Inc.01 (the “Company”), entered into an amendment (the “Amendment”) to the Equipment, Network Colocation and Installation Agreement with AT&T Services, Inc. ~~Completion~~(“AT&T”), ofdated ~~Acquisition~~October or7, ~~Disposition~~2019 of(the ~~Assets~~“Agreement”), relating to our Pinnacle network operations. The Agreement was previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-4 filed on August 25, 2021.

As previously disclosed, inour ~~the~~Pinnacle ~~Current~~network ~~Report~~is onprimarily ~~Form~~operated ~~8-K~~in ofpartnership ~~NextNav~~with ~~Inc.~~AT&T ~~(the~~as ~~“Company”)~~part ~~filed~~of onits ~~March~~FirstNet® ~~11,~~initiative. ~~2024,~~Our ~~the~~Pinnacle ~~Company~~system ~~and~~is ~~its~~primarily ~~wholly-owned~~used ~~subsidiary,~~for ~~Progeny~~public ~~LMS,~~safety ~~LLC~~applications, ~~entered~~including ~~into~~enhanced anE911 ~~Asset~~to ~~Purchase~~devices ~~Agreement~~operating ~~(the~~on ~~“Agreement”)~~all ~~with~~the ~~Telesaurus~~national ~~Holdings~~cellular GBnetworks. ~~LLC~~The ~~(“Telesaurus”)~~Pinnacle ~~and~~altitude ~~Skybridge~~stations ~~Spectrum~~are ~~Foundation~~co-located ~~(“Skybridge”)~~at onAT&T ~~March~~wireless 7,sites ~~2024,~~ pursuant to ~~which~~ the ~~Company~~Agreement ~~agreed to acquire (1) Multilateration Location~~ and ~~Monitoring~~take ~~Service~~advantage ~~(“M-LMS”)~~of ~~licenses (~~the ~~“Licenses”)~~power ~~issued~~systems, byincluding ~~the~~battery ~~Federal~~backup ~~Communications Commission (the “FCC”)~~ and ~~(2) rights to a petition for reconsideration dated December 20~~generators, ~~2017,~~at ~~which,~~the ifAT&T ~~granted,~~sites. We ~~may~~monitor ~~reinstate~~the ~~additional~~Pinnacle ~~M-LMS~~network ~~licenses~~health ~~previously~~through ~~owned~~our bynetwork ~~Skybridge~~operations ~~and~~center ~~Telesaurus~~(“NOC”). ~~and~~Connectivity ~~terminated~~among by the ~~FCC~~Pinnacle inaltitude ~~2017~~stations, ~~for~~our ancloud ~~aggregate~~service ~~purchase price of up to $50~~platform,~~000,000,~~ ~~payable in cash~~ and ~~shares~~our ofNOC ~~common~~are ~~stock~~enabled ofthrough ~~the~~wireless ~~Company (together~~connections, ~~the~~currently ~~“Transaction”).~~provided Aby ~~copy~~AT&T. We ofare ~~the~~not ~~Agreement~~required ~~was filed as Exhibit 10.1~~ to ~~the~~use ~~Company’s~~AT&T ~~Quarterly~~wireless ~~Report~~sites ~~on Form 10-Q~~ for ~~the~~network ~~quarter~~expansion ~~ended~~and ~~March~~may ~~31,~~establish ~~2024~~new ~~filed~~service ~~with~~areas ~~the~~through ~~Securities~~independently ~~and~~acquired ~~Exchange~~site ~~Commission~~leases onor ~~May~~with 8,other ~~2024, and is incorporated herein by reference~~partners.

The ~~Transaction~~ ~~closed~~Amendment onmaterially ~~September~~extends ~~19,~~the ~~2025.~~term Inof ~~connection~~this ~~with~~Agreement. Prior to the ~~closing~~Amendment, the ~~Company~~ ~~issued~~Agreement ~~$20,000,100~~was inscheduled ~~shares~~to ofexpire ~~common~~on ~~stock,~~October ~~or 1~~7,~~194,820~~ ~~shares,~~2026. Pursuant ofto the ~~Company to Northlake Crystal~~Amendment, ~~LLC,~~the aterm ~~Georgia~~of ~~limited liability company and a Permitted Transferee (as defined in~~ the Agreement) ofhas ~~Telesaurus.~~been ~~The~~extended ~~Agreement provides~~ for ~~potential~~approximately ~~additional~~two ~~future~~years ~~consideration~~and inwill ~~the~~now ~~amount~~expire ofon ~~$20~~October 28,~~000,000, payable~~ in2028. Other ~~shares~~than ofthe ~~common~~extension ~~stock~~ of the ~~Company~~term, ~~contingent upon~~ the ~~FCC granting~~Amendment ~~additional~~does ~~flexibility~~not inmodify ~~the~~any ~~use of M-LMS spectrum~~operational, ~~including~~financial ~~the M-LMS~~or ~~spectrum~~other terms ~~covered~~of by the ~~Licenses~~Agreement.

The number of shares issued at closing was determined based on the 20-day trailing volume-weighted average price of the Company’s common stock calculated as of September 18, 2025.

Pursuant to the Resale Registration Rights Agreement that the Company entered into in connection with the Transaction, the Company intends to file a resale registration statement on Form S-3 to register such shares for resale under the Securities Act of 1933, as amended, in connection with the closing.

The Company has determined that pro forma financial information giving effect to the Transaction is not required and, accordingly, is not included in this Current Report on Form 8-K and will not be provided.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
2.1		Asset Purchase Agreement, dated March 7, 2024, by and among NextNav Inc., Progeny LMS, LLC, Telesaurus Holdings GB LLC and Skybridge Spectrum Foundation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed by NextNav Inc. on May 8, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

			NEXTNAV INC.
Date:	~~September~~October 2515, 2025	By:	/s/ James Black
			Name: James BlackTitle: General Counsel and Secretary

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