# NEXTNAV INC. (NN) Informational only - not investment advice. CIK: 0001865631 SIC: 3812 Search, Detection, Navigation, Guidance, Aeronautical Sys SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 38](/major-group/38/) > [SIC 3812 Search, Detection, Navigation, Guidance, Aeronautical Sys](/industry/3812/) Latest 10-K filed: 2026-03-17 SEC page: https://www.sec.gov/edgar/browse/?CIK=1865631 Filing source: https://www.sec.gov/Archives/edgar/data/1865631/000155485526000328/nn-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 4573000 | USD | 2025 | 2026-03-17 | | Net income | -189253000 | USD | 2025 | 2026-03-17 | | Assets | 247019000 | USD | 2025 | 2026-03-17 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001865631.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 569,000 | 763,000 | 3,926,000 | 3,862,000 | 5,669,000 | 4,573,000 | | Net income | | -137,336,000 | -144,666,000 | -40,116,000 | -71,735,000 | -101,879,000 | -189,253,000 | | Operating income | | -29,469,000 | -42,429,000 | -65,536,000 | -63,529,000 | -60,098,000 | -70,232,000 | | Diluted EPS | | | -6.73 | -0.40 | -0.66 | -0.84 | -1.42 | | Operating cash flow | | -28,405,000 | -47,932,000 | -37,095,000 | -35,440,000 | -38,008,000 | -50,745,000 | | Capital expenditures | | 6,419,000 | 1,022,000 | 2,964,000 | 2,751,000 | 350,000 | 50,000 | | Assets | | 44,902,000 | 136,823,000 | 123,788,000 | 162,158,000 | 161,740,000 | 247,019,000 | | Liabilities | | 165,676,000 | 36,866,000 | 19,924,000 | 82,062,000 | 111,619,000 | 333,254,000 | | Stockholders' equity | -327,355,000 | -490,378,000 | 99,957,000 | 100,017,000 | 78,734,000 | 50,121,000 | -86,235,000 | | Free cash flow | | -34,824,000 | -48,954,000 | -40,059,000 | -38,191,000 | -38,358,000 | -50,795,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Return on equity | | | -144.73% | -40.11% | -91.11% | -203.27% | | | Return on assets | | | -105.73% | -32.41% | -44.24% | -62.99% | -76.61% | | Liabilities / equity | | | 0.37 | 0.20 | 1.04 | 2.23 | | | Current ratio | | 4.26 | 15.92 | 6.89 | 9.31 | 7.09 | 12.71 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001865631.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.01 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | -0.15 | reported discrete quarter | | 2023-Q2 | 2023-03-31 | | -16,349,000 | | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 800,000 | | -0.15 | reported discrete quarter | | 2023-Q3 | 2023-06-30 | | -15,770,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 1,027,000 | | -0.21 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 1,205,000 | -16,396,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 1,046,000 | -31,610,000 | -0.28 | reported discrete quarter | | 2024-Q2 | 2024-03-31 | | -31,610,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 1,105,000 | | -0.21 | reported discrete quarter | | 2024-Q3 | 2024-06-30 | | -24,390,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 1,607,000 | | -0.11 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 1,911,000 | -32,270,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 1,539,000 | -58,579,000 | -0.45 | reported discrete quarter | | 2025-Q2 | 2025-03-31 | | -58,579,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 1,202,000 | | -0.48 | reported discrete quarter | | 2025-Q3 | 2025-06-30 | | -63,195,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 887,000 | | -0.12 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 945,000 | -67,962,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 995,000 | -10,621,000 | -0.12 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1865631/000155485526001046/nn-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-14 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Our 2025 Form 10-K includes additional information about our significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results and outcomes could differ materially for a variety of reasons. You should review “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q, as well as Item 1A, “Risk Factors” in our 2025 Form 10-K, as well as those otherwise described or updated from time to time in our other filings with the SEC, for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Overview We are the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of existing space-based Global Navigation Satellite Systems (“GNSS”), including the Global Positioning System (“GPS”).  PNT services are used in nearly every facet of our economy. Cellular and electrical distribution systems depend on GPS-based timing, and the mobile app economy relies on location to create innovative services and to drive data and advertising revenue.  Public safety and enhanced 911 (“E911”) save lives every day with the use of location services. GPS has powered the global economy for nearly 40 years. Without high-precision timing from GPS, cellular systems would fail, the distribution of electricity would be impacted, and other aspects of everyday life would be adversely affected.  Recent international events have demonstrated that having viable systems to backup and complement GPS is a national security issue. Our PNT solutions address these needs and issues in several ways.  Our technology consists of a ground-based transmitter network operating on low-band spectrum assets in a manner similar to the function of GPS satellites.  Unlike satellites, our network signals are designed to be much stronger and extremely difficult to jam or spoof.  In addition, because the signals are terrestrial and low-band, they can penetrate buildings.  As a result, our technology can act as a complement to satellite-based GPS, especially in urban canyons or deep indoors, and as a backup in case traditional GPS fails due to jamming, spoofing, technical failures, solar flares or other risks to satellite-based services.  In addition, our location-based services are three-dimensional. Our core Pinnacle technology uses barometric sensors in smartphones and other communications devices and a network of sensors to determine vertical, or “z-axis”, location.  This technology can provide accurate vertical location data to assist first responders, dispatchers and others, or could be used for autonomous systems, such as drones, in need of precise 3D mapping in urban areas, among other uses.   Our complementary PNT solutions are built on our asset base of FCC licenses that cover 12 MHz of low-band spectrum available for use.  This spectrum consists of a contiguous 8 MHz block of 900 MHz spectrum covering over 90% of the U.S. population and an additional 4 MHz of complementary spectrum covering part of the U.S. population that was transferred to us in 2025 as a result of a transaction with Telesaurus and Skybridge Spectrum Foundation. That transaction also gave us potential rights to an additional 2 MHz of related spectrum covered by terminated Skybridge Spectrum Foundation licenses.  These licenses are subject to a Skybridge and Telesaurus petition for reconsideration seeking reinstatement of these licenses. For more information, refer to Note 5 to our condensed consolidated financial statements for the three months ended March 31, 2026 included in this Quarterly Report on Form 10-Q. We are evolving our 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 we refer to as NextGen.  We believe the evolution of our existing technologies and services to a 5G NR PRS capability will improve the efficiency, flexibility, and scale of our operations. 5G NR technologies drive enhanced network performance, capacity, and efficiency across multiple industry verticals. 5G NR enables low-latency, high-throughput connectivity and also improves spectral efficiency, which allows operators to increase returns on investment in licensed spectrum and, with respect to our technology, to improve both the density and availability of PNT signals. 5G NR can also support many different applications, including ultra-reliable low-latency communications (URLLC), enhanced mobile broadband (eMBB), and massive machine-type communications (mMTC). These capabilities permit 5G NR to support high-performance broadband services as well as emerging use cases in autonomous systems, industrial automation, and the Internet of Things (IoT).  As a result, spectrum that can support 5G technologies and services is important to broadband providers and their customers. To enable our evolution to 5G NR, we have filed a Petition for Rulemaking (the “Petition”) asking the FCC to optimize the Lower 900 MHz radio spectrum band to enable 5G NR operations, the delivery of  PNT via a 5G broadband network and in turn support such 5G technologies and services.  Our Petition requests the FCC allow us to use a single, nationwide 15 MHz spectrum configuration for both PNT and 5G broadband.  The Petition is subject to an ongoing FCC regulatory review process, and was referenced in the FCC’s March 27, 2025 PNT Notice of Inquiry.  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. 23 The backbone of wireless data services, electromagnetic spectrum, is a finite resource. Our spectrum licenses, which lie in the Lower 900 MHz band, are referred to as “low-band spectrum.” There is a finite amount of low-band spectrum available, and low-band spectrum has favorable coverage characteristics compared to higher frequencies, including the ability to provide services indoors and over greater distances. These characteristics result in its ability to be used for coverage and to be deployed more economically, with higher-frequency spectrum often used to provide additional capacity in targeted locations. The transition to 5G NR for our PNT services will provide a technical capability to support broadband data services, which, subject to appropriate regulatory approvals, would allow the spectrum to be used to help meet the continued, growing demand for wireless data capacity. A core element of our strategy is to pursue such partnerships to offset the costs of deploying and operating a widescale, terrestrial PNT network that can act as a complement and backup to GPS. While GPS is fully supported by the U.S. government, we believe it is unlikely that the U.S. government would subsidize an extensive, standalone terrestrial PNT network and other revenue-generating opportunities are limited, given existing use of GPS. However, there is a financially viable path to a widescale terrestrial PNT network that meets critical national security needs through the spectrum optimization proposed by our Petition that would allow it to be used for 5G.  Macroeconomic Factors Macroeconomic conditions, including changes in overall economic growth and broader business and government spending priorities, could affect our business, financial condition and results of operations. While our business is not highly sensitive to changes in interest rates, inflation or general capital market conditions, adverse macroeconomic developments may reduce or delay spending by wireless carriers, public sector and other commercial customers for our terrestrial PNT services and may affect the timing of planned projects and deployments. In addition, broader economic uncertainty, including the potential for federal government shutdowns, could delay administrative and regulatory actions by governmental agencies, including the Federal Communications Commission, that are important to the commercialization and expansion of our services. We continue to monitor macroeconomic developments and adjust our execution timelines as appropriate; however, prolonged or worsening economic conditions could negatively affect the timing of our initiatives and the pace of adoption of our solutions. Key Components of Results of Operations Revenue We have generated limited revenue since our inception. We derive our revenue from PNT products and services. Our revenue includes revenue generated through services contracts with wireless carriers, services with applications developers, technology demonstration, assessment and support contracts with government customers, sales of equipment, and licensing of proprietary technology. We recognize revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, and collection of consideration is probable. Operating Expense Cost of Goods Sold Cost of goods sold (“COGS”) consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, software license costs, including cloud hosting costs, and professional services related to the maintenance of the equipment at each leased site. Our COGS may fluctuate from period to period based on changes in operating scale. Research and Development Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our research and development functions. Research and development costs also include outside professional services for software and hardware development, and software license costs, including cloud hosting costs. We expect our research and development costs to increase for the foreseeable future as we continue to invest in research and development for our current and future products, including our NextGen platform. 24 Selling, General and Administrative Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated fa [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K. In addition to historical information, some of the information contained in the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results and outcomes could differ materially for a variety of reasons. You should review “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” of this Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 29 Overview We are the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of existing space-based Global Navigation Satellite Systems (“GNSS”), including the Global Positioning System (“GPS”).  PNT services are used in nearly every facet of our economy. Cellular and electrical distribution systems depend on GPS-based timing, and the mobile app economy relies on location to create innovative services and to drive data and advertising revenue.  Public safety and enhanced 911 (“E911”) save lives every day with the use of location services. GPS has powered the global economy for nearly 40 years. Without high-precision timing from GPS, cellular systems would fail, the distribution of electricity would be impacted, and other aspects of everyday life would be adversely affected.  Recent international events have demonstrated that having viable systems to backup and complement GPS is a national security issue.  Our PNT solutions address these needs and issues in several ways.  Our technology consists of a ground-based transmitter network operating on low-band spectrum assets in a manner similar to the function of GPS satellites.  Unlike satellites, our network signals are designed to be much stronger and extremely difficult to jam or spoof.  In addition, because the signals are terrestrial and low-band, they can penetrate buildings.  As a result, our technology can act as a complement to satellite-based GPS, especially in urban canyons or deep indoors, and as a backup in case traditional GPS fails due to jamming, spoofing, technical failures, solar flares or other risks to satellite-based services.  In addition, our location-based services are three-dimensional. Our core Pinnacle technology uses barometric sensors in smartphones and other communications devices and a network of sensors to determine vertical, or “z-axis”, location.  This technology can provide accurate vertical location data to assist first responders, dispatchers and others, or could be used for autonomous systems, such as drones, in need of precise 3D mapping in urban areas, among other uses. Our complementary PNT solutions are built on our asset base of FCC licenses that cover 12 MHz of low-band spectrum available for use.  This spectrum consists of a contiguous 8 MHz block of 900 MHz spectrum covering over 90% of the U.S. population and an additional 4 MHz of complementary spectrum covering part of the U.S. population that was transferred to us in 2025 as a result of a transaction with Telesaurus and Skybridge Spectrum Foundation. That transaction also gave us potential rights to an additional 2 MHz of related spectrum covered by terminated Skybridge Spectrum Foundation licenses.  These licenses are subject to a Skybridge and Telesaurus petition for reconsideration seeking reinstatement of these licenses.   For more information on this transaction, refer to Note 3 to our consolidated financial statements for the twelve months ended December 31, 2025 included elsewhere in this Annual Report on Form 10-K.  We are evolving our 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 we refer to as NextGen.  We believe the evolution of our existing technologies and services to a 5G NR PRS capability will improve the efficiency, flexibility, and scale of our operations. 5G NR technologies drive enhanced network performance, capacity, and efficiency across multiple industry verticals. 5G NR enables low-latency, high-throughput connectivity and also improves spectral efficiency, which allows operators to increase returns on investment in licensed spectrum and, with respect to our technology, to improve both the density and availability of PNT signals. 5G NR can also support many different applications, including ultra-reliable low-latency communications (URLLC), enhanced mobile broadband (eMBB), and massive machine-type communications (mMTC). These capabilities permit 5G NR to support high-performance broadband services as well as emerging use cases in autonomous systems, industrial automation, and the Internet of Things (IoT).  As a result, spectrum that can support 5G technologies and services is important to broadband providers and their customers. To enable our evolution to 5G NR, we have filed a Petition for Rulemaking (the “Petition”) asking the FCC to optimize the Lower 900 MHz radio spectrum band to enable 5G NR operations, the delivery of  PNT via a 5G broadband network and in turn support such 5G technologies and services.  Our Petition requests the FCC allow us to use a single, nationwide 15 MHz spectrum configuration for both PNT and 5G broadband.  The Petition is subject to an ongoing FCC regulatory review process, and was referenced in the FCC’s March 27, 2025 PNT Notice of Inquiry.  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. 30 The backbone of wireless data services, electromagnetic spectrum, is a finite resource. Our spectrum licenses, which lie in the Lower 900 MHz band, are referred to as “low-band spectrum.” There is a finite amount of low-band spectrum available, and low-band spectrum has favorable coverage characteristics compared to higher frequencies, including the ability to provide services indoors and over greater distances. These characteristics result in its ability to be used for coverage and to be deployed more economically, with higher-frequency spectrum often used to provide additional capacity in targeted locations. The transition to 5G NR for our PNT services will provide a technical capability to support broadband data services, which, subject to appropriate regulatory approvals, would allow the spectrum to be used to help meet the continued, growing demand for wireless data capacity. A core element of our strategy is to pursue such partnerships to offset the costs of deploying and operating a widescale, terrestrial PNT network that can act as a complement and backup to GPS. While GPS is fully supported by the U.S. government, we believe it is unlikely that the U.S. government would subsidize an extensive, standalone terrestrial PNT network and other revenue-generating opportunities are limited, given existing use of GPS. However, there is a financially viable path to a widescale terrestrial PNT network that meets critical national security needs through the spectrum optimization proposed by our Petition that would allow it to be used for 5G.  Macroeconomic Factors Macroeconomic conditions, including changes in overall economic growth and broader business and government spending priorities, could affect our business, financial condition and results of operations. While our business is not highly sensitive to changes in interest rates, inflation or general capital market conditions, adverse macroeconomic developments may reduce or delay spending by wireless carriers, public sector and other commercial customers for our terrestrial PNT services and may affect the timing of planned projects and deployments. In addition, broader economic uncertainty, including the potential for federal government shutdowns, could delay administrative and regulatory actions by governmental agencies, including the Federal Communications Commission, that are important to the commercialization and expansion of our services. We continue to monitor macroeconomic developments and adjust our execution timelines as appropriate; however, prolonged or worsening economic conditions could negatively affect the timing of our initiatives and the pace of adoption of our solutions. Key Components of Results of Operations Revenue We have generated limited revenue since our inception. We derive our revenue from PNT products and services. Our revenue includes revenue generated through services contracts with wireless carriers, services with applications developers, technology demonstration, assessment and support contracts with government customers, sales of equipment, and licensing of proprietary technology. We recognize revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, and collection of consideration is probable. Operating Expense Cost of Goods Sold Cost of goods sold (“COGS”) consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, software license costs, including cloud hosting costs, and professional services related to the maintenance of the equipment at each leased site. Our COGS may fluctuate from period to period based on changes in operating scale. Research and Development Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our research and development functions. Research and development costs also include outside professional services for software and hardware development, and software license costs, including cloud hosting costs. We expect our research and development costs to increase for the foreseeable future as we continue to invest in research and development for our current and future products, including our NextGen platform. 31 Selling, General and Administrative Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our business development, marketing, corporate, executive, finance, legal, human resources, IT and other administrative functions. Selling, general and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, travel expenses and certain non-income taxes, insurance and other administrative expenses. We expect our selling, general and administrative expenses to increase for the foreseeable future with the growth of our business, in pursuit of regulatory and technology initiatives, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, and additional insurance expenses, investor relations activities, and other administrative and professional services. Depreciation and Amortization Depreciation and amortization expense results from depreciation and amortization of our property and equipment and intangible assets that is recognized over their estimated useful lives. Interest Income (Expense) Interest income consists of interest earned from our cash and cash equivalents balance and on marketable securities. Interest expense relates to interest and amortization of debt discounts on our senior secured notes. Other Income (Expense) Other income (expense) consists of miscellaneous non-operating items, such as change in fair value of warrants, change in fair value of derivative liability, debt extinguishment loss, equity method income (loss), and foreign currency gains (losses). Results of Operations The following table sets forth our statements of operations for the periods indicated: Year Ended December 31, 2025 2024 (in thousands) Revenue $ 4,573 $ 5,669 Operating expense: Cost of goods sold(1) 8,540 10,777 Research and development(1) 18,952 16,242 Selling, general and administrative(1) 39,563 33,510 Depreciation and amortization 7,750 5,238 Total operating expenses 74,805 65,767 Operating loss (70,232) (60,098) Interest expense, net (12,443) (9,401) Other expense (106,380) (32,207) Loss before income taxes (189,055) (101,706) Provision for income taxes (198) (173) Net loss $ (189,253) $ (101,879) (1) Cost of goods sold, research and development, and selling, general and administrative expense for the periods do not include depreciation and amortization, which is presented separately in the Consolidated Statements of Comprehensive Loss, but include stock-based compensation as follows: 32 Year Ended December 31, 2025 2024 (in thousands) Cost of goods sold $ 704 $ 729 Research and development 4,420 4,106 Selling, general and administrative 11,513 9,021 Total stock-based compensation expense $ 16,637 $ 13,856 Comparison of the Fiscal Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Revenue $ 4,573 $ 5,669 $ (1,096) (19.3) % Revenue decreased by $1.1 million, or 19%, to $4.6 million for the year ended December 31, 2025 from $5.7 million for the year ended December 31, 2024. The decrease was driven by lower service revenue from technology and services contracts with government and commercial customers. For the year ended December 31, 2025, two customers accounted for 70% and 17% of total revenue. For the year ended December 31, 2024, three customers accounted for 57%, 18% and 11% of total revenue. Accounts receivable as of December 31, 2025 and December 31, 2024 were $2.3 million and $3.3 million, respectively; the deferred revenue balance as of December 31, 2025 and December 31, 2024 was $0.5 million and $0.3 million, respectively. Operating Expense Cost of Goods Sold (COGS)  Year Ended December 31, 2025 2024 $ Change % Change (in thousands) COGS $ 8,540 $ 10,777 $ (2,237) (20.8) % COGS decreased by $2.2 million, or 21%, to $8.5 million for the year ended December 31, 2025 from $10.8 million for the year ended December 31, 2024. The decrease was primarily driven by a $0.9 million decrease in payroll-related expenses, a $0.6 million decrease in software license expenses, a $0.4 million decrease in site rent expense, a $0.2 million decrease in non-recurring engineering services, and a $0.1 million decrease in outside consulting expenses.  Research and Development Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Research and Development $ 18,952 $ 16,242 $ 2,710 16.7 % 33 Research and development expenses increased by $2.7 million, or 17%, to $19.0 million for the year ended December 31, 2025 from $16.2 million for the year ended December 31, 2024. The increase was primarily driven by a $2.8 million increase in non-recurring engineering services, a $0.3 million increase in stock-based compensation, and a $0.2 million increase in other operational expenses. The increases were partially offset by a $0.6 million decrease in software license and cloud expenses. Selling, General and Administrative Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Selling, General and Administrative $ 39,563 $ 33,510 $ 6,053 18.1 % Selling, general and administrative expenses increased by $6.1 million, or 18%, to $39.6 million during the year ended December 31, 2025 from $33.5 million in the year ended December 31, 2024. The increase was primarily driven by a $2.5 million increase in stock-based compensation, a $1.6 million increase in outside consulting expenses, a $1.1 million increase in payroll-related expenses driven by headcount costs, a $0.5 million increase in marketing and recruiting cost, a $0.3 million increase in professional services and a $0.1 million increase in other operational expenses. Depreciation and Amortization Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Depreciation and amortization $ 7,750 $ 5,238 $ 2,512 48.0 % Depreciation and amortization expenses increased by $2.5 million, or 48%, to $7.8 million during the year ended December 31, 2025 from $5.2 million during the year ended December 31, 2024. The increase in depreciation and amortization expense is primarily driven by accelerated depreciation related to retired network assets. Interest Expense, Net Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Interest expense, net $ (12,443) $ (9,401) $ (3,042) 32.4 % Interest expense, net of interest income, increased by $3.0 million, or 32%, to $12.4 million for the year ended December 31, 2025, compared to $9.4 million for the year ended December 31, 2024. The increase in interest expense was primarily driven by higher interest and amortization of debt discounts expense. Other Expense Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Other expense $ (106,380) $ (32,207) $ (74,173) 230.3 % Other expense was $106.4 million for the year ended December 31, 2025 compared with other expense of $32.2 million for the year ended December 31, 2024. The change was primarily driven by a loss resulting from the change in the fair value of the derivative liability, a debt extinguishment loss, a non-cash expense related to warrants issued in connection with the March 2025 debt financing, and losses from the change in the fair value of the warrant liability.  34 Liquidity and Capital Resources We have incurred net 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 the twelve months ended December 31, 2025 and 2024, we incurred net losses of $189.3 million and $101.9 million, respectively. During the twelve months ended December 31, 2025, our net cash used in operating and investing activities was $50.7 million was $64.6 million, respectively. During the twelve months ended December 31, 2024, our net cash used in operating activities and investing activities was $38.0 million and $39.5 million, respectively. As of December 31, 2025, we had cash and cash equivalents and marketable securities of $152.1 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 uses of cash are 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. Managing liquidity and our cash position is a priority of ours. We continually work to optimize our expenses in light of the growth of our business, and adapt to changes in the economic environment. We believe that our cash and cash equivalents and marketable securities as of December 31, 2025 will be sufficient to meet our working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months from the filing of this Annual report on Form 10-K. We believe we will meet longer term expected future cash requirements and obligations through a combination of our 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. On March 12, 2025, we entered into a Note Purchase Agreement to sell to a group of lenders in a private placement (the “Private Placement”) $190.0 million in aggregate principal amount of 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) at par. The 2028 Notes will mature on June 30, 2028 with interest payable in cash semi-annually in arrears on June 1 and December 1 of each year at 5% per annum. Upon the closing of the Private Placement, the Company used a portion of the net proceeds from the Private Placement to redeem all of its $70.0 million senior 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 consolidated financial statements for the twelve months ended December 31, 2025 included elsewhere in this Annual Report on Form 10-K for more information. Cash Flows The following table summarizes our cash flows for the period indicated: Year Ended December 31, 2025 2024 (in thousands) Net cash used in operating activities $ (50,745) $ (38,008) Net cash used in investing activities (64,554) (39,467) Net cash provided by financing activities 120,482 35,103 Cash Flows from Operating Activities Our cash flows used in operating activities are significantly affected by the growth of our business primarily related to research and development, sales and marketing, and selling, general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities. Net cash used in operating activities during 2025 was $50.7 million, resulting primarily from a net loss of $189.3 million adjusted for non-cash charges of $77.2 million for change in the fair value of derivative liability, $16.6 million for stock-based compensation, $13.7 million loss on the early extinguishment of the 2026 Notes, $9.6 million in amortization of debt issuance costs, $9.0 million related to warrants issued in connection with 2028 Notes, $7.8 million for depreciation and amortization, $5.7 million for change in the fair value of warrant liability, $0.1 million in asset retirement obligations accretion expense, and a net increase in operating liabilities of $2.0 million. These changes were partially offset by non-cash income of $3.1 million for realized and unrealized gain on marketable securities, and $0.1 million for equity method investment gain. Net cash used in operating activities during 2024 was $38.0 million, resulting primarily from a net loss of $101.9 million adjusted for non-cash charges of $13.9 million for stock-based compensation, $33.2 million for change in the fair value of warrant liability, $6.2 million in amortization of debt issuance costs, $5.2 million for depreciation and amortization, $0.2 million for equity method investment loss, and $0.1 million in asset retirement obligations accretion expense. These changes were partially offset by a net increase in operating liabilities of $7.0 million, non-cash income of $1.0 million for change in fair value of Asset Purchase Agreement liability, and $0.9 million realized and unrealized gain on marketable securities. 35 Cash Flows from Investing Activities Net cash provided by investing activities during 2025 was $64.6 million, representing net purchase of marketable securities of 63.5 million, acquisition of equity method investments of $0.6 million, and cash used for property and equipment, including internal use software of $0.5 million. Net cash provided by investing activities during 2024 was $39.5 million, representing net purchase of marketable securities of $35.9 million, and cash used for Asset Purchase Agreement of $2.7 million and cash used for property and equipment, including internal use software of $0.8 million. Cash Flows from Financing Activities Net cash provided by financing activities during 2025 was $120.5 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 consolidated financial statements for the twelve months ended December 31, 2025 included elsewhere in this Annual Report on Form 10-K for more information) and cash proceeds the from exercise of common stock options and warrants. Net cash provided by financing activities during 2024 was $35.1 million, primarily reflecting cash proceeds from exercise of warrants and stock options. Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles. In doing such preparation, we have to make estimates and assumptions. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.  See Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for a summary of significant accounting policies and the effect on our financial statements. Long-term debt The carrying value of long-term debt in the Consolidated Balance Sheets generally consists of principal amount of debt, net of debt discounts. 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. We evaluate our debt agreements to determine whether debt contains embedded features requiring bifurcation from the debt host in accordance with ASC 815. If an embedded feature requires bifurcation from its debt host, we will account for it as a derivative at fair value. If a hybrid instrument has multiple embedded derivatives requiring bifurcation, we will bifurcate a single compound derivative. The Company uses valuation models to estimate the fair value of the bifurcated embedded derivatives. In conjunction with the issuance of senior secured convertible notes in March 2025, we bifurcated the embedded conversion option 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, we 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. 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. The fair value of bifurcated derivatives is presented in the same line item as debt in the Company's Consolidated Balance Sheets. Unamortized debt discounts are written off and included in our gain or loss calculations to the extent the Company extinguishes debt prior to the original maturity. 36 Recently Issued and Adopted Accounting Standards For information regarding new accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, if any, refer to Note 2 to our consolidated financial statements for the year ended December 31, 2025 included elsewhere in this Annual Report on Form 10-K. Emerging Growth Company Status Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. Spartacus Acquisition Corp. (a Delaware special purpose acquisition company with which we consummated a business combination in 2021) previously elected to avail itself of the extended transition period, and following the consummation of such 2021 business combination, we became an emerging growth company (for the period described in the immediately succeeding paragraph) and will continue to take advantage of the benefits of the extended transition period emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used. We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.