nn-20260521.htm

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): May 21, 2026

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40985		87-0854654
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☒

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

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2026, NextNav Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders: (1) elected each of the Company’s director nominees to the Company’s Board of Directors (the “Board”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results for each proposal submitted to a vote of the Company’s stockholders at the Meeting are set forth below.

Proposal 1.

To elect the ten (10) director nominees to the Board, each to serve until the Company’s 2027 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office:

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Mariam Sorond		59,255,643		213,211		21,345,975
Bandel L. Carano		59,216,599		252,255		21,345,975
Lisa Hook		59,352,512		116,342		21,345,975
H. Wyman Howard III		58,042,657		1,426,197		21,345,975
Alan B. Howe		59,278,010		190,844		21,345,975
Jonathan A. Marcus		57,499,024		1,969,830		21,345,975
John B. Muleta		55,187,045		4,281,809		21,345,975
Nicola Palmer		53,848,483		5,620,371		21,345,975
Lorin Selby		59,371,658		97,196		21,345,975
Neil S. Subin		55,754,615		3,714,239		21,345,975

Proposal 2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes

For

Votes

Against

Votes

Abstained

77,328,542

38,894

11,588

SIGNATURE

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

Date: May 27, 2026

NEXTNAV INC.

By:	/s/ James Black
	Name:	James Black
	Title:	General Counsel and Secretary

NextNav Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders