NEXTNAV INC. Stock Compensation Disclosure

12. Equity-Based Compensation

NextNav 2021 Omnibus Incentive Plan

In October 2021, the Company adopted the NextNav 2021 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan became effective upon consummation of the Company’s 2021 business combination with Spartacus and succeeds the Incentive Plan. Upon adoption of the Omnibus Plan, a total of 12,818,902 shares were approved to be issued as stock options and restricted stock awards under the Omnibus Plan. In addition, the Omnibus Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of the fiscal year, equal to the lesser of: (i) 5,636,259 shares; or (ii) a lesser number of shares as determined by the Company’s Board of Directors. (the “Board”). The vesting period of awards granted under the Omnibus Plan is determined by the Board, although, for service-based awards vesting has historically been generally ratably over a four-year period. As of December 31, 2025, a total of 14,176,507 shares were available for future issuance under the Omnibus Plan.  

Stock Options Valuation

The Black-Scholes option pricing model requires NextNav to make certain assumptions, including the fair value of the underlying units, the expected term, the expected volatility, the risk-free interest rate, and the dividend yield. The expected term of option awards is calculated as the midpoint between the vesting date and the end of the contractual term. Historical data is not sufficient to reasonably estimate the expected term of new grants. The expected dividend rate of zero is based on the fact that NextNav has not historically paid and does not expect to pay a dividend on its common stock. The risk-free interest rate was based on U.S. Treasury yields for securities with similar terms. Volatility was calculated based on the trading prices for a group of comparable public companies. 

Assumptions used in determining the fair value of Stock Options issued each year are as follows: 

The following table summarizes stock option activity under the Omnibus Plan:

The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $12.73 and $5.08, respectively. The intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $13.5 million and $12.8 million, respectively.

As of December 31, 2025, the total compensation cost related to nonvested awards not yet recognized was $10.8 million and the weighted-average period over which it is expected to be recognized was 2.76 years.

Compensation costs of $3.7 million and $3.2 million related to stock option equity awards were recognized during the years ended December 31, 2025 and 2024, respectively.

Restricted Stock Awards and Restricted Stock Units

The Company’s restricted stock awards are comprised of Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”). The following table summarizes RSA and RSU activity during the year ended December 31, 2025:

The grant date fair value of RSAs and RSUs granted during the year ended December 31, 2025 was $16.8 million. The total fair value of RSAs and RSUs vested upon grant and vested during the year ended December 31, 2025 was $11.6 million. 

As of December 31, 2025, the total compensation cost related to RSAs and RSUs not yet recognized was $15.8 million and the weighted-average period over which it is expected to be recognized was 2.13 years.

Compensation costs of $12.9 million and $10.7 million related to the RSAs and RSUs were recognized during the years ended December 31, 2025 and 2024, respectively.