NN Nextnav Inc. - 8-K

Item 7.01. Regulation FD Disclosure.

On May 27, 2026, the Company issued a press release announcing the redemption of the Public Warrants. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8‑K.

Item 8.01. Other Events.

On May 27, 2026, NextNav Inc. (the “Company”) announced that it has elected to redeem all of its outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the terms of the Amended and Restated Warrant Agreement, dated as of October 28, 2021 (the “Warrant Agreement”), by and among Spartacus Acquisition Corporation, the Company, and Continental Stock Transfer & Trust Company, as warrant agent.

The Company has fixed June 26, 2026 as the redemption date (the “Redemption Date”) and has provided notice of redemption to the holders of the Public Warrants in accordance with the terms of the Warrant Agreement. A copy of the notice of redemption is filed as Exhibit 99.1 to this Current Report on Form 8‑K.

The Public Warrants will be redeemed at a price of $0.01 per Public Warrant (the “Redemption Price”), payable in cash. Any Public Warrants that remain outstanding at 5:00 p.m. New York City time on the Redemption Date will be automatically redeemed for the Redemption Price and will thereafter cease to be outstanding.

Holders of Public Warrants may exercise their Public Warrants for cash at an exercise price of $11.50 per share of Common Stock at any time prior to 5:00 p.m. New York City time on the Redemption Date, in accordance with the terms of the Warrant Agreement.

Subject to Section 6.4 of the Warrant Agreement, Private Placement Warrants (as defined in the Warrant Agreement) are not subject to this redemption and will remain outstanding in accordance with their terms.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Notice of redemption, dated May 27, 2026

99.2

Press release, dated May 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2