NEXTNAV INC. (NN) Business

Item 1. Business.

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 seek to 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 potentially 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.

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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, we believe 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.

Our Solutions

As we evolve our technology platform to NextGen and pursue regulatory changes to the Lower 900 MHz band and our spectrum licenses, we continue to deliver high-quality PNT services through our existing solutions.  Our location systems have been engineered to provide comprehensive solutions to the limitations and vulnerabilities inherent in GPS and other satellite-based services. Key GPS limitations include:

         Low signal strength resulting in poor building/indoor penetration, limitations in urban areas;

         Vulnerability to jamming;

         Poor vertical accuracy in most devices, which impacts any service where altitude is relevant (e.g., multi-level structures, vertical separation in low-altitude aviation);

         The primary consumer GPS signal is unencrypted, resulting in poor location security and spoofing;

         Inherent physical vulnerability due to few, isolated transmitters; and

         Single point of failure for a wide range of PNT services.

Our existing service platforms consist of Pinnacle, our altitude (z-axis) solution, and TerraPoiNT, which is similar to a terrestrial GPS constellation, in addition to our continued development of NextGen to bring complementary, high-quality PNT capabilities to a standards-based 5G NR broadband platform. Although we currently provide TerraPoiNT services to customers, going forward, we anticipate transitioning to our NextGen solution when it becomes commercially ready, which is intended in part to leverage legacy TerraPoiNT’s technology and service delivery platform and adapt it to 5G.

NextGen

PNT systems are the core services provided by GPS, and NextGen can be thought of as a shared, land-based GPS satellite constellation, operating simultaneously with 5G broadband data services. We expect that NextGen services will be naturally resilient to service disruption and significantly more resistant to jamming than GPS. If GPS is disrupted or destroyed, a NextGen transmitter is designed to continue to operate and provide similar service within the NextGen service area. If one NextGen transmitter is disrupted, service is designed to continue from other nearby transmitters. Thus, there is the potential for both local- and wide-area resilience embedded in the basic system design. Our NextGen services are expected to leverage proven cellular infrastructure, which has been designed to provide wide-scale coverage, and is expected to be able to complement GPS by extending PNT availability to urban canyons and indoor locations where GPS reception is challenging.

We anticipate NextGen will increase our spectrum utilization significantly, allowing us to offer both high-quality PNT services and broadband data using the same spectrum. This increased data transmission capacity could be used, subject to FCC approval, to provide other types of 5G NR-based two-way voice and data transmission services while simultaneously delivering PNT information. Our plans to deploy NextGen with one or more network partners could result in minimal capital expenditures by us related to the operation of our high-quality PNT services, while our partner(s) would benefit from the proven economics of additional broadband capacity.

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Pinnacle

As we evolve our technology platform to NextGen and pursue regulatory changes to the Lower 900 MHz band and our spectrum licenses, we continue to deliver high-quality PNT services through our Pinnacle solution. Our Pinnacle solution, launched in partnership with AT&T Services, Inc. (“AT&T”) as part of its FirstNet® initiative, can provide accurate altitude service to any device with a barometric pressure sensor and covers over 90% of commercial structures over three stories in the U.S. Our Pinnacle system is primarily used for public safety applications, including E911 for Verizon Communications, Inc. (“Verizon”), and a growing number of devices operating on the remaining national cellular network providers.

This service is currently available in the top 105 major U.S. markets, which include more than 4,400 cities and more than 90% of commercial buildings that exceed three stories. In November 2022, Pinnacle service was launched by MetCom in Japan, and our partnership with MetCom has expanded through a technology and services agreement signed in 2025. The technologies underlying Pinnacle are planned to be incorporated into NextGen.

Because our Pinnacle technology relies on measurements available with the hardware currently used in most mobile phones and tablets, it can be made available for mass market applications, as well as enterprise, public safety, and other applications. Our Pinnacle service is delivered to customers over an applications programming interface (“API”) or via a software development kit (“SDK”) integrated into the relevant applications.

TerraPoiNT

TerraPoiNT is our prior-generation 3D PNT system, operating like a land-based GPS satellite constellation, like our planned NextGen solution. Our TerraPoiNT system is a terrestrially based dedicated, complementary PNT network designed to overcome the limitations inherent in the space-based nature of GPS.  Furthermore, the TerraPoiNT signal can embed Pinnacle information to provide a full three-dimensional PNT solution. TerraPoiNT was designed to maximize compatibility with GPS and other GNSS receivers. TerraPoiNT service is made available through a highly distributed terrestrial network of transmitters and is naturally resilient to service disruption and significantly more resistant to jamming than GPS.  Through a contract with the U.S. Department of Transportation (“DoT”), we are establishing performance characteristics for TerraPoiNT to allow DoT to incorporate our solutions into a clearinghouse of PNT solutions for potential acquisition by Federal government customers, as defined in the DoT Complementary PNT Action Plan.

Our Strategy

Domestically, we operate primarily as a service provider, leveraging our intellectual property, spectrum assets, and partnerships with key customers. Our target customers include wireless carriers, applications developers, and adjacent businesses selling PNT products and systems to end users, and Federal, state, and local governmental entities. Subject to regulatory approvals and the successful evolution of our technology to align with 5G NR standards, our NextGen platform and spectrum can be used to offer both high-quality PNT and high-bandwidth data capabilities.  We deploy sensor and network capabilities, either directly or with our customers and partners, and license access to our technologies and the data generated by our networks to our customers. Internationally, we are pursuing collaborative relationships through licensing our technology and providing related services  to enable our partners to commercialize our solutions in their home markets. The key elements of our strategy include:

         Continue to build on our leadership in complementary PNT. We anticipate that the expanded availability of our systems, especially NextGen, will provide enhanced value to existing customers and open new vertical markets. In addition to our relationship with FirstNet®, built with AT&T, and our public safety offerings, we are continuing to grow our E911 service, including with Verizon, and have licensed our technology to device manufacturers operating on other nationwide wireless carriers. In addition, we plan to continue to work closely with the DoT and other agencies to drive adoption of our PNT solutions as a national complement to, and backup capabilities for, GPS.

         Evolve our system to be fully aligned with 5G NR standards, to enable a terrestrial PNT platform that evolves with global mobile network standards. Evolving the technical foundation of our system to 5G NR will allow us to provide high-quality PNT services in conjunction with 5G broadband services. We anticipate that this may allow us to significantly increase the scope of potential customers and partners, reduce our time to market, improve the geographic coverage of our business, and align our operations with the mainstream global cellular ecosystem. Collectively, we anticipate these benefits will increase the potential reach of our services. Our objective is to operate our NextGen PNT services in partnership with one or more broadband partners, assuming we are successful with the Petition.

         Pursue our Petition with the FCC to optimize rules governing the Lower 900 MHz band. It is a priority of the Company to secure appropriate regulatory approvals to maximize the use of our spectrum and enable the delivery of a widescale complementary 5G-based PNT solution. We are engaged with the FCC, stakeholders in the Lower 900 MHz band, and other stakeholders in the industry in seeking to ensure the availability of wide-scale complementary PNT services.

         Pursue partnerships to use the 5G broadband capacity.  As discussed, if our Petition is granted, we will seek to enter into partnerships with mobile operators and others who could take advantage of the newly-available 5G capacity.  Such partnerships would facilitate our deployment of a widescale PNT network and backup to GPS.

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Competition and Competitive Advantages

GPS and GNSS services are broadly used across a large number of both industries and specific use cases, however, multiple technologies provide, or are planned to provide, services to complement and backup GPS.  Depending upon the specific use case, we both compete with and complement other geolocation services, as part of the “system of systems” required to provide a comprehensive solution to this market.  Key technologies participating in this segment include enhanced long-range navigation (“eLORAN”), low Earth orbit (“LEO”) satellite systems, the Broadcast Positioning System (“BPS”) and various short-range commercial systems.

         eLORAN is an advanced version of the World War II-era hyperbolic radio navigation system that was developed in response to the vulnerability of GNSS systems. eLORAN has historically been targeted towards maritime and aviation applications.  If deployed, eLORAN may also be well-suited to long-range time distribution.

         LEO Satellite Systems offer primarily timing service based on signals transmitted from LEO satellite constellations. LEO systems potentially offer global coverage. However, for use cases requiring terrestrial signal strength, their signals are not as strong as those from terrestrial-based systems. LEO systems are subject to similar physical vulnerabilities as GPS.

         Commercial Location Systems, including legacy cellular systems, crowd-sourced systems and locally managed systems, are complements to GPS but generally rely on GPS or highly local surveys for their core performance. Most commercial location systems do not provide an independent timing source and are limited in their ability to be a viable backup to GPS.

         BPS, based on the Advanced Television Systems Committee standard and promoted by National Association of Broadcasters, aims to deliver terrestrial PNT service independent of GPS and is under development at the pilot stage. BPS signals will be transmitted from the broadcast infrastructure using ATSC 3.0.

Subject to appropriate regulatory approvals, we believe that our NextGen solution offers a near-term terrestrial, widescale PNT solution that will be broadly available to critical infrastructure, public safety, and consumers, and has a clear path to incorporation in end-user devices.  We believe our NextGen capability, subject to FCC approvals, will have a shorter time to market as a complement and backup to GPS than other solutions. In addition, because our NextGen solution leverages 5G networks, we anticipate the capital expenditures associated with the network deployment will be associated with our future 5G partnerships, and we do not plan to seek Federal appropriations for the deployment of our NextGen system. While no single solution can complement and backup all GPS use cases, we believe that we offer an important component to securing the nation’s PNT infrastructure.

Network Operations

Our Pinnacle network is primarily operated in partnership with AT&T. The Pinnacle altitude stations are co-located at AT&T wireless sites and use the power systems, including battery backup and generators, at the AT&T sites. We monitor the Pinnacle network health through our network operations center (“NOC”) and work with AT&T to resolve any issues that may arise. Connectivity among the Pinnacle altitude stations, our cloud service platform, and our NOC are enabled through wireless connections, currently provided by AT&T.

We are not required to use AT&T wireless sites for network expansion and may establish new service areas through independently acquired site leases or with other partners.

Our TerraPoiNT network is deployed, operated, and maintained by us. The equipment is installed at traditional wireless sites with a mix of towers and rooftops. We monitor the network health through the same NOC as the Pinnacle network and directly dispatch our employees or maintenance contractors if needed.

As discussed, we anticipate operating our NextGen services in partnership with one or more mobile network operators. We anticipate that the radio network infrastructure will be deployed by, and the broadband services operated by those operators. We plan to utilize one or more partners’ network facilities to operate our PNT services, the signal for which will be embedded in the 5G NR broadband transmission.

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AT&T Relationship

We have entered into a series of agreements with AT&T to provide our Pinnacle services to FirstNet®, built with AT&T, and to enable the co-location of elements of our network at AT&T’s wireless sites. By co-locating the Pinnacle equipment at AT&T wireless sites, we were able to accelerate the nationwide deployment of our services and significantly reduce the ongoing operating costs associated with the Pinnacle system.

Our AT&T agreements provide for: (i) AT&T’s marketing and resale of Pinnacle services to FirstNet® subscribers and certain pricing requirements for our SDKs based on the quantity of usage, revenue sharing, compliance with data rights and privacy, and support requirements; and (ii) AT&T hosting of Pinnacle equipment for altitude determination at AT&T sites, at no recurring cost to us.

We have provided AT&T with performance assurances and certain intellectual property and transition support rights in the event we are unable to continue providing services to AT&T, have significant service outages, or engage in transactions with certain persons. The parties also entered into escrow arrangements on customary terms for intellectual property storage and verification of the deposited escrow materials in various different escrow “lockers,” which could be accessed by AT&T based on different conditions on which the draw down could be made.

In 2019, we entered into an equipment hosting agreement with AT&T that has a seven-year term (subject to earlier termination after three years in certain circumstances), expiring in October 2028. Under the terms of the equipment hosting agreement, AT&T is providing all site-related services during AT&T’s continued use of the service. Our services agreement with AT&T for distribution of our services to FirstNet® customers expires in October 2028.

Intellectual Property

Our ability to drive innovation in PNT services depends in part upon our ability to protect our core technologies and intellectual property. We rely upon a combination of patent, trademark, and trade secret laws in the United States and abroad, as well as license agreements and other contractual protections. In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties.

We regularly file applications for patents and have a significant number of patents in the United States and other countries where we do business.

As of December 31, 2025, we had approximately 167 issued patents domestically and internationally, which includes approximately 141 issued patents in the U.S. In addition, we had approximately 49 pending patent applications, which includes approximately 27 pending patent applications in the U.S.

Research and Development

The services that we provide are largely based on designs and technologies developed by us for our use, some of which we subsequently standardized. We believe our ability to maintain and extend our market share depends, in part, on our continuous innovations. Our research and development team consists of more than 65 employees, who are responsible for the development of our PNT solutions, including pioneers in location-based services. Our primary areas of focus in research and development include, but are not limited to:

         Radiolocation position and navigation technologies;

         Precision timing and time distribution;

         4G/5G positioning and timing systems;.

         5G RAN and core architecture;

         E911 service delivery;

         Altitude determination, including barometric altitude determination; and

         Location verification techniques, including techniques to mitigate spoofing.

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Human Capital

We pride ourselves on the quality of our world-class team and seek to hire employees dedicated to our strategic mission. Our employees typically have significant experience working with location systems. As of December 31, 2025, we employed 103 full-time employees, the majority in our headquarters in Reston, Virginia and in our facility in Santa Clara, California. Over 65 of our employees are engaged in research and development and related functions, and more than half of these employees hold advanced engineering and scientific degrees, including many from the world’s top universities.

To date, we have not experienced any work stoppages and consider our relationship with our employees to be good. None of our employees are either represented by a labor union or subject to a collective bargaining agreement.

Facilities

We maintain a distributed workforce with facilities in Reston, Virginia, Santa Clara, California, Puteaux, France, Noida, India and Bangalore, India. Our principle executive office is in Reston, Virginia. Our corporate offices in Virginia include executive, finance, legal and regulatory functions, while our California facility hosts our operations and technology development, among other functions. Our French and Indian locations are focused on software development and research and development functions. We may add additional facilities in other locations in the future.

Regulatory

There are government regulations pertaining to our operation, use, and export of our vertical location and PNT solutions, some of which are currently applicable to us and others that will become applicable to us as we expand our operations. As we expand service to additional countries and regions, we will become subject to additional governmental approvals and regulations.

Radio Spectrum

Certain of our services rely on the use of radio communications spectrum, which is regulated in the United States and in most other countries. In the United States, spectrum access is licensed and regulated by the FCC. We hold radio licenses issued by the FCC that authorize the use of 8 MHz of contiguous spectrum in the 900 MHz band covering more than 90% of the population in the United States, and an additional 4 MHz of M-LMS licenses in parts of the United States. These licenses and the FCC rules impose obligations on us regarding the use of this spectrum, including power and operational limits, coexistence, build-out, and usage requirements, and a license renewal obligation. We must comply with these requirements to retain access and use of these spectrum resources.

On April 16, 2024, we filed a Petition for Rulemaking with the FCC, seeking to significantly accelerate and expand the availability of our PNT services as a complement and backup to GPS through an optimization of the Lower 900 MHz band. 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.

Privacy and Data Security

In developing highly accurate location information, we collect, process, transmit and store personal information, such as certain individual geolocation information, and other personal information relating to its business contacts, personnel, end users, and website visitors. A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of this information. The U.S. privacy and data protection legal landscape continues to evolve, with California and Virginia having enacted broad-based data privacy and protection legislation and with states and the federal government continuing to consider additional data privacy and protection legislation. As we expand overseas, our joint venture partners will be subject to foreign data privacy and protection legislation, and we may be as well.

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We understand that protection of data and privacy is critically important to the end-users of our services. Our core privacy principles are:

         Transparency: We are transparent about our data practices, and we comply with our privacy policies and agreements so customers and business partners can make informed decisions.

         Control: We have implemented appropriate means for our customers and business partners to control relevant personal and business information.

         Security: We endeavor to protect the data entrusted to us by using strong security protocols. NextNav maintains a cybersecurity team, responsible for threat monitoring, protection of internal and customer-facing systems and third-party compliance testing of NextNav’s cyber security controls.

         Compliance: We respect and comply with local privacy laws, ensuring that privacy-by-design is a core consideration as we develop our products and services.

         Consent: We require appropriate opt-in consent for the provision of all of our services, consistent with the requirements of local law.

We have implemented multilayered administrative, physical, and technical security measures to protect data. Data access is implemented with the rule of “least privilege,” and we isolate data by service, business function and customer agreement. Our data is encrypted both at rest (locally on the device and on the server) and in transit.

Export

Our business plans are based in part on the distribution of its services worldwide. We are required to comply with U.S. export control laws and regulations, including the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security and the foreign asset control regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) determine the proper licensing jurisdiction and export classification of products, software, and technology, (ii) obtain licenses or other forms of U.S. government authorization, or qualify for exceptions, to export our products, software, and technology outside the United States, and (iii) avoid engaging in unauthorized transactions with certain sanctioned countries, territories, entities, and individuals. Violations of applicable export control and sanctions laws and related regulations, which are enforced on a strict liability basis, could result in criminal and administrative penalties, including fines and possible denial of export privileges. U.S. export licenses or license exceptions are required to transfer or make accessible certain of our software source code and technology to our non-U.S. employees. In addition, U.S. export control laws and related licensing policies continue to change, further regulating the export and re-export of our products, services, and technology from the United States and abroad, and increasing our costs and the time necessary to obtain required authorization.

See the section entitled “Risk Factors — Risks Related to Legal and Regulatory Matters” for additional information regarding the regulatory requirements applicable to us.

Corporate Information and Access to SEC Reports

Our principal executive office is located at 11911 Freedom Dr., Ste. 200, Reston, VA 20190. Our telephone number is (800) 775-0982, and our website address is www.nextnav.com. Information contained on, or accessible through, our website is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, available free of charge in the “Investors” section of our website as soon as reasonably practicable after we file these reports with the SEC. We routinely post these reports, recent news and announcements, financial results and other important information about our business on our website at www.nextnav.com. Information contained on our website does not constitute part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

In addition, the United States Securities and Exchange Commission (“SEC”) maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.