[Form 4] NEXTNAV INC. Insider Trading Activity

Rhea-AI Filing Summary

NextNav Inc. reporting person Timothy Gray, Chief Financial Officer, received equity awards on 09/22/2025. The filing shows a grant of 88,791 restricted stock units (RSUs) and a grant of 139,646 stock options with an exercise price of $18.58. Both awards vest 25% on the one-year anniversary of 09/22/2025 with the remainder vesting in equal quarterly installments over the following three years. After the transactions, Mr. Gray beneficially owns 88,791 shares from the RSUs and 139,646 option rights, reported as direct ownership. The filing is signed by power of attorney on 09/23/2025.

Positive

• Time-based vesting aligns the CFO with long-term company performance (25% after one year, remainder quarterly over three years)
• Grants disclosed clearly with specific amounts: 88,791 RSUs and 139,646 stock options with exercise price $18.58 and 2035 expiration

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grants for retention; no transaction proceeds or disposals reported.

The filing documents standard compensation awards: RSUs and long-dated options granted to the CFO with a clear multi-year vesting schedule. The options have a stated exercise price of $18.58 and an expiration in 2035, indicating a 10-year term. These grants increase the CFO's alignment with shareholder outcomes if vested and exercised. No sales, purchases for cash proceeds, or transfers are reported in this Form 4.

Corporate Governance Expert

TL;DR: Governance-normal equity awards with time-based vesting to support retention.

The disclosure specifies time-based vesting: 25% after one year and the remainder quarterly over three years for both RSUs and options. Awards reported as direct ownership and executed under standard Form 4 procedures, signed by a power of attorney. The structure is consistent with common executive retention practices and is immaterial as a stand-alone corporate governance event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gray Timothy

(Last) (First) (Middle)

11911 FREEDOM DR.

STE. 200

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2025		A		88,791(1)	A	$0	88,791	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$18.58	09/22/2025		A		139,646		(2)	09/22/2035	Common Stock	139,646	$0	139,646	D

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs"). Subject to the Reporting Person's continued service through each of the applicable vesting dates, twenty five percent (25%) of the RSUs shall vest on the one-year anniversary of September 22, 2025, and the remaining portion shall vest in equal quarterly installments over the subsequent three years.

2. Represents a grant of stock options (the "Options"). Subject to the Reporting Person's continued service through each of the applicable vesting dates, twenty five percent (25%) of the Options shall vest on the one-year anniversary of September 22, 2025, and the remaining portion shall vest in equal quarterly installments over the subsequent three years.

	/s/ James Black, by power of attorney	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What awards did NextNav CFO Timothy Gray receive on 09/22/2025 (NXNVW)?

He received 88,791 RSUs and 139,646 stock options with an exercise price of $18.58 and a 2035 expiration.

What is the vesting schedule for the RSUs and options reported in the Form 4?

Both award types vest 25% on the one-year anniversary of 09/22/2025 and the remainder vests in equal quarterly installments over the subsequent three years.

How many shares does Timothy Gray beneficially own following the reported transaction?

The filing reports 88,791 shares from the RSUs and 139,646 underlying the options, each reported as direct ownership.

Was any cash consideration received in these transactions?

No cash proceeds are reported; the RSUs are granted at $0 and the options show an exercise price of $18.58.

Who signed the Form 4 filing for Timothy Gray?

The Form 4 was signed /s/ James Black, by power of attorney on 09/23/2025.