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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 15, 2026

(Exact name of registrant as specified in its charter)

11911 Freedom Drive, Ste. 200

Reston, Virginia 20190

(800) 775-0982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 

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:

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

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 7.01. Regulation FD Disclosure.

On June 15, 2026, NextNav Inc. (the “Company”) issued a press release announcing the redemption of the Notes (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K (this “Current Report”).

Item 8.01. Other Events.

On June 15, 2026, the Company announced that it has elected to redeem all of its outstanding 5.00% Senior Secured Convertible Notes due 2028 (the “Notes”) issued pursuant to the terms of the Indenture, dated as of March 27, 2025 (the “Indenture”), by and among the Company, as issuer, the Notes Guarantors party thereto, and GLAS Trust Company LLC, as trustee and notes collateral agent (the “Trustee”). The Company has fixed June 25, 2026 as the redemption date (the “Redemption Date”) and has provided notice of redemption to each person who is registered as a beneficial owner of Notes in the Note Register (as defined in the Indenture) maintained by the Trustee (collectively, the “Holders”) in accordance with the terms of the Indenture. A copy of each of the Indenture and notice of redemption is filed as Exhibits 10.1 and 99.2, respectively, to this Current Report.

The Notes will be redeemed in cash at a price of 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Payment of the Redemption Price with respect to the Notes will be made on the Redemption Date to each person who is registered as a Holder on the Redemption Date.

Any Holder may exercise the right to convert their Note into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at the conversion rate of 79.6178 shares of Common Stock per $1,000 principal amount of such Holder’s applicable Note at any time prior to the close of business on the second Trading Day (as defined in the Indenture) immediately preceding the Redemption Date by delivering an irrevocable notice to the Trustee, in accordance with the terms of the Indenture.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 SIGNATURE

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

Dated: June 15, 2026