UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2025
NEXTNAV INC.
(Exact name of Registrant
as Specified in Its Charter)
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Delaware
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001-40985
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87-0854654
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11911 Freedom
Drive, Ste. 200
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Reston, Virginia
20190
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20190
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (800) 775-0982
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(Former Name or Former Address, if Changed Since Last
Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
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NN |
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Nasdaq Capital Market |
| Warrants, each to purchase one share of Common Stock |
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NNAVW |
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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
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Compensation
Decisions Regarding Mariam Sorond for Her Services as President and Chief Executive Officer
On June 27, 2025, the Compensation and Human Capital
Committee of the Board of Directors (the “Compensation Committee”) of NextNav
Inc. (the “Company”) approved adjustments to the compensation of Mariam Sorond
for her services as President and Chief Executive Officer. Ms. Sorond’s annual
base salary was increased to $800,000, and her annual target bonus was set at
100% of her base salary.
In addition, on the same date, the Compensation
Committee approved a grant of 295,850 stock options to Ms. Sorond. The options
are subject to time-based vesting and have an exercise price of $15.07. The
options are also subject to Ms. Sorond’s continued service through each
applicable vesting date. One-fourth (1/4) of the options will vest on June 27,
2026, with the remaining three-fourths (3/4) vesting in substantially equal
quarterly installments over the following three years.
The Compensation Committee’s decisions were based on
recent compensation benchmarking for chief executive officers for peer group
companies and a determination that the adjustments were appropriate.
SIGNATURES
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.
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NEXTNAV INC.
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Date:
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July 3, 2025
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By:
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/s/ James Black
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Name: James
Black
Title: General Counsel and Secretary
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