Nextnav (NN) risk factors, FY2025 10-K

Nextnav's FY2025 10-K, filed Mar 17, 2026, lists 45 risk factors in 3 groups. Against the prior year's 43: 5 new, 3 dropped, 16 substantially reworded.

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Risk factors listed
453 groups
New this year
5vs 43 last year
Dropped
3since the prior 10-K
Substantially reworded
16of those kept
Section length
16k wordsItem 1A

What the changes say

  • NextNav faces heightened regulatory and operational risks concerning its FCC spectrum licenses, 5G deployment partnerships, and government contracting.
  • Resource constraints and third-party dependencies continue to challenge commercialization and public compliance.

What changed since the prior 10-K

New

  • NewRisks Related to the Business and the Industry

    Our NextGen business strategy is dependent on entering into partnerships with third-party wireless operators; failure to secure these partnerships could prevent us from deploying our 5G services

    Failing to secure strategic partnerships with wireless operators could prevent the deployment of our 5G services and diminish spectrum value.

  • NewRisks Related to the Business and the Industry

    Our inability to maintain access to third-party platforms, such as mobile application stores, could significantly impair our service distribution and revenue

    Changes to Apple and Google app store policies could limit our customers' ability to distribute our mobile applications.

  • NewRisks Related to the Business and the Industry

    Our business depends on the use of location by a wide range of applications, including public safety and E911 applications. Privacy concerns relating to location data, generally, and our technology could damage our reputation and deter current and potential users from using our products and applications

    Location data privacy concerns, including public safety and E911 uses, could harm our reputation and trigger contract defaults.

  • NewRisks Related to Legal and Regulatory Matters

     mandatory socioeconomic compliance requirements

    Failure to comply with U.S. government contracting regulations may result in financial penalties, audits, or debarment.

  • NewRisks Related to our Common Stock

    Our limited number of employees subjects us to significant resource constraints, which may hinder our ability to comply with public company regulations and manage our operations effectively

    Our very small headcount increases financial reporting risks, strains executive time, and relies heavily on outside consultants.

Dropped

  • DroppedRisks Related to the Business and the Industry

    In the event we or one of our third-party providers were to suffer a security breach involving certain personal information, we may have legal obligations (whether pursuant to law or contractual obligation) to notify certain regulatory authorities, affected individuals, customers and/or other entities

  • DroppedRisks Related to the Business and the Industry

    Risk of diverting the attention of senior management from our existing operations; and

  • DroppedRisks Related to our Common Stock

    We are subject to the reporting requirements of federal securities laws, compliance with which involves significant time, expense and expertise

Reworded

  • 85% rewrittenRisks Related to Legal and Regulatory Matters

    Many of our LMS licenses are subject to end-of-term build-out requirements maintained by the FCC, and no certainty exists that we will be able to comply with the build-out requirements for all of our licenses

    Updated license figures show 226 of 354 LMS licenses are subject to FCC build-out rules, with 154 filings completed and 78 approved.

  • 78% rewrittenRisks Related to Legal and Regulatory Matters

    A portion of our business plan targets government customers, which subjects us to risks, including early termination, audits, investigations, sanctions and penalties

    Removed specific reference to the Defense Federal Acquisition Regulation Supplement (DFARS) regarding government contracting regulations.

  • 72% rewrittenRisks Related to the Business and the Industry

    Our Pinnacle service in smartphones relies on the availability of barometric pressure measurements and 2D location being made available to us or our customers

    Expanded third-party platform dependencies to include other device and OS vendors alongside Google and Apple for barometric pressure and location data.

  • 58% rewrittenRisks Related to Legal and Regulatory Matters

    Our business depends on access to radio spectrum to provide certain of our location services and access to such spectrum is not a certainty

    Updated to disclose holding 354 LMS licenses, including 128 acquired from a third party in 2025 across 176 Economic Areas.

  • 57% rewrittenRisks Related to Legal and Regulatory Matters

    Our LMS licenses are subject to renewal by the FCC and no certainty exists that we will be able to secure ongoing renewals of our licenses

    Added specific expiration dates for portions of Progeny's LMS licenses extending across 2027, 2029, 2030, and 2031.

  • 55% rewrittenRisks Related to the Business and the Industry

    The indenture governing our 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete, or that could materially and adversely affect our financial position

    Renamed the senior notes indenture reference to the '2028 Indenture' governing the 5% Senior Secured Convertible Notes.

    Was: The Indenture governing our senior secured notes contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete, or that could materially and adversely affect our financial position

  • 53% rewrittenRisks Related to the Business and the Industry

    There is no guarantee that Federal and state government resilient PNT programs or our current commercial opportunities will result in procurements or in the adoption of our services or revenue to us, and the process that may result in such adoption or revenue may be delayed

    Removed specific reference to TerraPoiNT services not being implemented for broad commercial use.

  • 53% rewrittenRisks Related to our Common Stock

    The exercise of warrants to purchase our common stock will increase the number of outstanding shares in the public market and result in dilution to our stockholders

    Updated warrant breakdown to specify 14,715,170 public warrants and 4,034,790 private placement warrants related to Spartacus Acquisition Corp.

    Was: Warrants to purchase common stock are exercisable, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders

  • 44% rewrittenRisks Related to the Business and the Industry

    We have incurred significant losses since inception. We expect to incur losses in the future, may not be able to achieve or maintain profitability, and may need to raise additional capital to maintain our operations in the future

  • 36% rewrittenRisks Related to our Common Stock

    Our principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval

    Was: Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval

  • 29% rewrittenRisks Related to Legal and Regulatory Matters

    If we are able to convert our signal transmissions to a 5 G NR platform, the FCC may not permit us to realize all of the benefits of our 5 G NR architecture, including the additional transmission of high-throughput non-PNT-related voice and data alongside our PNT data

    Was: If we are able to convert our signal transmissions to a 5G NR platform, the FCC may not permit us to realize all of the benefits of our 5G NR architecture, including the additional transmission of high-throughput non-PNT-related voice and data alongside our PNT data

  • 29% rewrittenRisks Related to Legal and Regulatory Matters

    Our FCC licenses authorize the use of radio frequencies that are shared with other radio services, which could result in harmful interference and impairment to our use of our licensed spectrum

  • 27% rewrittenRisks Related to the Business and the Industry

    We may not be successful in the evolution of our operations to utilize 5G NR signals, which will increase our costs and may increase the challenge of adopting our services, and the time it takes us to evolve our service may differ from our estimates

    Was: Depending on whether the FCC grants approval of our petition, we may not be successful in the evolution of our operations to utilize 5G NR signals, which will increase our costs and may increase the challenge of adopting our services, and the time it takes us to evolve our service may differ from our estimates

  • 27% rewrittenRisks Related to our Common Stock

    If we issue and sell additional shares of our common stock in the future, our existing stockholders will be diluted and our stock price could fall

  • 26% rewrittenRisks Related to the Business and the Industry

    Global economic conditions may directly or indirectly increase our risks from supply chain, cybersecurity, foreign currency fluctuations, or other factors

  • 22% rewrittenRisks Related to the Business and the Industry

    Natural or man-made disasters or terrorist attacks could have an adverse effect on our business

All 45 risk factors

Headings as the filing states them, in filing order.

Risks Related to the Business and the Industry

  1. 01We have incurred significant losses since inception. We expect to incur losses in the future, may not be able to achieve or maintain profitability, and may need to raise additional capital to maintain our operations in the future44% rewritten
  2. 02The developing nature of our technology and product services makes it difficult to evaluate our future prospects and the risks and challenges we may encounter
  3. 03There is ongoing volatility in the financial and capital markets. If our access to capital is restricted or associated borrowing costs increase as a result of developments in financial markets, our operations and financial condition could be adversely impacted
  4. 04The indenture governing our 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete, or that could materially and adversely affect our financial position55% rewritten
  5. 05Our ability to sell Pinnacle z-axis service may be limited and depends on third-party adoption and market demand
  6. 06The majority of our business plan depends on selling services that must be licensed and integrated into our customers’ platforms for sales to end users, and we typically only generate revenue from the arrangements when end users access those third-party platforms and utilize our services
  7. 07We may not be successful in the evolution of our operations to utilize 5G NR signals, which will increase our costs and may increase the challenge of adopting our services, and the time it takes us to evolve our service may differ from our estimates27% rewritten
  8. 08Our NextGen business strategy is dependent on entering into partnerships with third-party wireless operators; failure to secure these partnerships could prevent us from deploying our 5G servicesNew
  9. 09We face intense competition in our market, especially from competitors that offer their location services for free, which could make it difficult for us to acquire and retain customers and end users
  10. 10We face competition from multiple sources
  11. 11Our Pinnacle network infrastructure is dependent on a hosting arrangement with AT&T
  12. 12We rely, in part, on AT&T for distribution of our services to FirstNet ® customers
  13. 13Our services may not continue to be adopted or retained by wireless carriers and device vendors for E911
  14. 14Our Pinnacle service in smartphones relies on the availability of barometric pressure measurements and 2D location being made available to us or our customers72% rewritten
  15. 15Our inability to maintain access to third-party platforms, such as mobile application stores, could significantly impair our service distribution and revenueNew
  16. 16We rely upon Amazon Web Services to operate our cloud platform and any disruption of or interference with our use of Amazon Web Services or the need for additional cloud support would adversely affect our business, results of operations and financial condition
  17. 17We rely on a limited number of key vendors for timely supply of components or services for our service offerings. If these vendors experience problems, we could fail to obtain the equipment and services we require to operate our business successfully
  18. 18Our services are available within defined network footprints, and if we are not able to deploy new infrastructure, we will not be able to expand our service area
  19. 19There is no guarantee that Federal and state government resilient PNT programs or our current commercial opportunities will result in procurements or in the adoption of our services or revenue to us, and the process that may result in such adoption or revenue may be delayed53% rewritten
  20. 20Our business depends on the use of location by a wide range of applications, including public safety and E911 applications. Privacy concerns relating to location data, generally, and our technology could damage our reputation and deter current and potential users from using our products and applicationsNew
  21. 21Natural or man-made disasters or terrorist attacks could have an adverse effect on our business22% rewritten
  22. 22We may become subject to litigation arising out of any security breaches, which may adversely affect our business
  23. 23We depend on the availability of personnel with the requisite level of technical expertise
  24. 24We depend on key members of our senior management team; our performance could be adversely impacted if they depart and we cannot find suitable replacements
  25. 25The failure to successfully obtain, maintain and enforce intellectual property rights and defend against challenges to our intellectual property rights could adversely affect us
  26. 26Our results could be adversely impacted by increased inflation and supply chain pressure impacting our or our vendors’ expenses and availability of resources and components
  27. 27Global economic conditions may directly or indirectly increase our risks from supply chain, cybersecurity, foreign currency fluctuations, or other factors26% rewritten
  28. 28We have acquired and may in the future acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and harm our business, revenue and financial results
  29. 29Strategic transactions, including mergers, acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows and equity

Risks Related to Legal and Regulatory Matters

  1. 30Our business depends on access to radio spectrum to provide certain of our location services and access to such spectrum is not a certainty58% rewritten
  2. 31If we are able to convert our signal transmissions to a 5 G NR platform, the FCC may not permit us to realize all of the benefits of our 5 G NR architecture, including the additional transmission of high-throughput non-PNT-related voice and data alongside our PNT data29% rewritten
  3. 32Our FCC licenses authorize the use of radio frequencies that are shared with other radio services, which could result in harmful interference and impairment to our use of our licensed spectrum29% rewritten
  4. 33Our LMS licenses are subject to renewal by the FCC and no certainty exists that we will be able to secure ongoing renewals of our licenses57% rewritten
  5. 34Many of our LMS licenses are subject to end-of-term build-out requirements maintained by the FCC, and no certainty exists that we will be able to comply with the build-out requirements for all of our licenses85% rewritten
  6. 35Our retention and use of our LMS licenses has been the subject of ongoing objections by third parties that could result in the revocation or non-renewal of our LMS licenses
  7. 36A portion of our business plan targets government customers, which subjects us to risks, including early termination, audits, investigations, sanctions and penalties78% rewritten
  8. 37 mandatory socioeconomic compliance requirementsNew
  9. 38Our business is subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business
  10. 39We are exposed to risks related to geopolitical and economic factors, laws and regulations and our international business subjects us to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally

Risks Related to our Common Stock

  1. 40If we issue and sell additional shares of our common stock in the future, our existing stockholders will be diluted and our stock price could fall27% rewritten
  2. 41Our principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval36% rewritten
  3. 42Our limited number of employees subjects us to significant resource constraints, which may hinder our ability to comply with public company regulations and manage our operations effectivelyNew
  4. 43We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future
  5. 44The exercise of warrants to purchase our common stock will increase the number of outstanding shares in the public market and result in dilution to our stockholders53% rewritten
  6. 45If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline

Other Nextnav 10-Ks

  • FY2024 10-K risk factors
    43 risks

    NextNav faces ongoing net losses, posting $101.9 million in 2024 and relying heavily on external financing and debt.

    Filed Mar 12, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.