NN, Inc. (NNBR) ups Q2 2026 revenue and restructures preferred stock
Rhea-AI Filing Summary
NN, Inc., a diversified industrial components manufacturer, reported higher sales but continued losses for the quarter ended June 30, 2026. Net sales grew to $128,741 (in thousands) for the quarter and $247,193 (in thousands) for the first half of 2026, up from $107,921 and $213,609 (each in thousands) in the prior-year periods, driven by higher pricing, volumes, and favorable foreign exchange.
Operating income improved to $1,005 (in thousands) for the quarter and a loss of $1,053 (in thousands) year-to-date, compared with operating losses of $1,464 and $6,253 (each in thousands) a year earlier. Net loss narrowed to $2,267 (in thousands) for the quarter and $9,095 (in thousands) year-to-date, with basic and diluted net loss per share of $0.13 and $0.38. Power Solutions generated $9,049 (in thousands) of quarterly operating income, while Mobile Solutions remained loss-making.
At June 30, 2026, cash and cash equivalents were $16,450 (in thousands) and total debt was $166,484 (in thousands), against stockholders’ equity of $21,211 (in thousands) and Series D perpetual preferred stock of $122,128 (in thousands). Operating cash flow turned positive at $11,798 (in thousands) for the first half. Subsequent to quarter-end, the company raised $70.4 million net through a private placement of 24,509,804 common shares at $3.06 and, together with an exchange into 5,500,000 new common shares, redeemed or converted a large portion of its Series D preferred stock, leaving 18,400 preferred shares outstanding with a $35.0 million aggregate liquidation preference.
Positive
- None.
Negative
- None.
Key Figures
Q2 2026 Net Sales: $128,741 (in thousands)
Q2 2026 Net Loss: $2,267 (in thousands)
H1 2026 Operating Cash Flow: $11,798 (in thousands)
+5 more
8 metrics
Q2 2026 Net Sales
$128,741 (in thousands)
Net sales for the three months ended June 30, 2026
Q2 2026 Net Loss
$2,267 (in thousands)
Net loss for the three months ended June 30, 2026
H1 2026 Operating Cash Flow
$11,798 (in thousands)
Net cash provided by operating activities for six months ended June 30, 2026
Total Debt
$166,484 (in thousands)
Carrying amount of total debt as of June 30, 2026
Stockholders’ Equity
$21,211 (in thousands)
Total stockholders’ equity as of June 30, 2026
Series D Preferred Carrying Value
$122,128 (in thousands)
Carrying value of Series D perpetual preferred stock at June 30, 2026
Private Placement Net Proceeds
$70.4 million
Net proceeds from July 2, 2026 private placement of common stock
Private Placement Shares Issued
24,509,804 shares
Common shares issued at $3.06 per share in the private placement
Key Terms
Term Loan Facility, ABL Facility, paid in-kind interest, sale-leaseback transactions, +2 more
6 terms
Term Loan Facility financial
"The Term Loan Credit Agreement establishes a new $128.0 million senior secured Term Loan Facility"
A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.
ABL Facility financial
"The ABL Credit Agreement established a new $50.0 million senior secured asset backed credit facility"
An ABL facility is a line of credit where a company borrows money using its current assets—like accounts receivable, inventory or equipment—as the primary form of security. It works like a home equity line but tied to business assets: the more valuable and easily sold those assets are, the more the company can borrow. Investors watch ABLs because they affect a company’s liquidity, borrowing capacity and financial flexibility, and because repayments depend on the condition and turnover of the underlying assets.
paid in-kind interest financial
"we may elect to pay a portion of interest in-kind (“PIK Election”)"
sale-leaseback transactions financial
"The $21.2 million of total gross proceeds from these transactions were recognized as financing obligations"
A sale-leaseback transaction is when an owner sells a property or asset and immediately rents it back from the buyer, like selling your house and signing a lease to keep living in it. For investors, it matters because the seller converts a fixed asset into cash while taking on a new rent expense, which can boost short-term liquidity but change long-term earnings, debt levels and risk profiles that affect valuation and creditworthiness.
Liquidation Preference financial
"The Series D Preferred Stock has an initial liquidation preference of $1,000 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
effective tax rate financial
"Our effective tax rate was (4.2)% and (7.1)% for the three and six months ended June 30, 2026"
The effective tax rate is the percentage of a company's profits that it pays in taxes. It shows how much of its earnings go to taxes after all deductions and credits are considered. For investors, it indicates how much of the company's income is taken by taxes, impacting overall profitability and financial health.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did NNBR’s revenue perform in the quarter ended June 30, 2026?
NN, Inc. reported net sales of $128,741 (in thousands) for the quarter ended June 30, 2026, up from $107,921 (in thousands) a year earlier. Growth was driven by higher selling prices, increased volumes, and favorable foreign exchange effects across key end markets.
What was NNBR’s profitability for Q2 and the first half of 2026?
For Q2 2026, NN, Inc. recorded a net loss of $2,267 (in thousands) and basic and diluted loss per share of $0.13. For the first half of 2026, net loss was $9,095 (in thousands) with loss per share of $0.38, both improved versus 2025.
How are NNBR’s business segments performing in 2026?
In the first half of 2026, Mobile Solutions generated net sales of $129,703 (in thousands) and a segment operating loss of $4,022 (in thousands), while Power Solutions delivered net sales of $117,693 (in thousands) and segment operating income of $15,346 (in thousands), reflecting stronger profitability in Power Solutions.
What is NNBR’s debt and liquidity position as of June 30, 2026?
At June 30, 2026, NN, Inc. had total debt of $166,484 (in thousands) and cash and cash equivalents of $16,450 (in thousands). Total available liquidity, including undrawn ABL commitments, was $51,792 (in thousands), and the company was in compliance with its debt covenants.
What capital raise did NNBR complete after quarter-end?
On July 2, 2026, NN, Inc. closed a private placement of 24,509,804 common shares at $3.06 per share, generating $70.4 million in net proceeds. A resale registration statement for these shares was declared effective on July 21, 2026.
How did NNBR change its Series D preferred stock in August 2026?
On August 5, 2026, NN, Inc. exchanged 9,850 Series D preferred shares for 5,500,000 common shares and redeemed 36,750 preferred shares for $70.0 million. 18,400 Series D shares remained outstanding with a $35.0 million aggregate liquidation preference.
What was NNBR’s operating cash flow for the first half of 2026?
For the six months ended June 30, 2026, NN, Inc. generated net cash from operating activities of $11,798 (in thousands), compared with cash used in operations of $4,041 (in thousands) in the prior-year period, reflecting improved working capital and a $12.7 million tax refund.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-39268
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(980 ) 264-4300
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ||||||||||||||||||
| 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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 5, 2026, there were 82,580,864 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
Table of Contents
NN, Inc.
INDEX
| Page | ||||||||
PART I. FINANCIAL INFORMATION | 3 | |||||||
| Item 1. | Financial Statements | 3 | ||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||||
| Item 4. | Controls and Procedures | 30 | ||||||
PART II. OTHER INFORMATION | 31 | |||||||
| Item 1. | Legal Proceedings | 31 | ||||||
| Item 1A. | Risk Factors | 31 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 | ||||||
| Item 3. | Defaults Upon Senior Securities | 31 | ||||||
| Item 4. | Mine Safety Disclosures | 31 | ||||||
| Item 5. | Other Information | 31 | ||||||
| Item 6. | Exhibits | 32 | ||||||
SIGNATURES | 34 | |||||||
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NN, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other operating income, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | ||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other expense (income), net | ( | ( | ( | ||||||||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | ( | ( | ( | ( | |||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Share of net income from joint venture | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Foreign currency translation gain | |||||||||||||||||||||||
| Total other comprehensive income | |||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Shares used to calculate basic and diluted net loss per common share | |||||||||||||||||||||||
See notes to condensed consolidated financial statements (unaudited).
3
Table of Contents
NN, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| (in thousands, except per share data) | June 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Income tax receivable | |||||||||||
| Prepaid assets | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Investment in joint venture | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, Preferred Stock, and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued salaries, wages and benefits | |||||||||||
| Income tax payable | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Long-term debt, net of current maturities | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 11) | |||||||||||
Series D perpetual preferred stock - $ | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, preferred stock, and stockholders’ equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements (unaudited).
4
Table of Contents
NN, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs and discount | |||||||||||
| Paid-in-kind interest | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Total derivative loss (gain) | ( | ||||||||||
| Share of net income from joint venture | ( | ( | |||||||||
| Share-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Other operating assets | ( | ( | |||||||||
| Income taxes receivable and payable, net | ( | ||||||||||
| Accounts payable | |||||||||||
| Other operating liabilities | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Acquisition of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from asset backed credit facilities | |||||||||||
| Repayments of asset backed credit facilities | ( | ( | |||||||||
| Proceeds from long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Payments for debt issuance costs | ( | ( | |||||||||
| Proceeds from sale-leaseback of equipment | |||||||||||
| Proceeds from sale-leaseback of land and buildings | |||||||||||
| Repayments of financing obligations | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash flows | |||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See notes to condensed consolidated financial statements (unaudited).
NN, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Supplemental schedule of non-cash activities: | |||||||||||
| Non-cash additions to property, plant and equipment | $ | $ | |||||||||
| Non-cash additions to financing obligations | |||||||||||
See notes to condensed consolidated financial statements (unaudited).
5
Table of Contents
NN, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Three Months Ended June 30, 2026 and 2025
(Unaudited)
| Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total | |||||||||||||||||||||||||||||||
| (in thousands) | Number of shares | Par value | |||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends accrued for preferred stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Shares issued under stock incentive plans, net of forfeitures | ( | ( | — | — | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted shares surrendered for tax withholdings under stock incentive plans | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total | |||||||||||||||||||||||||||||||
| (in thousands) | Number of shares | Par value | |||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends accrued for preferred stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Shares issued under stock incentive plans, net of forfeitures | ( | — | — | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted shares surrendered for tax withholdings under stock incentive plans | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements (unaudited).
6
Table of Contents
NN, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Six Months Ended June 30, 2026 and 2025
(Unaudited)
| Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total | |||||||||||||||||||||||||||||||
| (in thousands) | Number of shares | Par value | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ||||||||||||||||||||||||||||||
| Dividends accrued for preferred stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Shares issued for warrants exercised | |||||||||||||||||||||||||||||||||||
| Shares issued under stock incentive plans, net of forfeitures | ( | — | — | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted shares surrendered for tax withholdings under stock incentive plans | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total | |||||||||||||||||||||||||||||||
| (in thousands) | Number of shares | Par value | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends accrued for preferred stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Shares issued under stock incentive plans, net of forfeitures and tax withholdings | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted shares surrendered for tax withholdings under stock incentive plans | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements (unaudited).
7
Table of Contents
NN, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited)
Note 1. Interim Financial Statements
Nature of Business
NN, Inc., a Delaware corporation, is a diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of end markets on a global basis. As of June 30, 2026, we had 27 facilities in North America, South America, Europe and China. As used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc. and its subsidiaries.
Basis of Presentation
The accompanying condensed consolidated financial statements have not been audited. The Condensed Consolidated Balance Sheet as of December 31, 2025, was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), which we filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2026. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to fairly state our results of operations for the three and six months ended June 30, 2026 and 2025; financial position as of June 30, 2026 and December 31, 2025; and cash flows for the six months ended June 30, 2026 and 2025, on a basis consistent with our audited consolidated financial statements. These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to state fairly our financial position and operating results for the interim periods. Certain prior period amounts have been reclassified to conform to the current year’s presentation.
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted from the unaudited condensed consolidated financial statements presented in this Quarterly Report. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the 2025 Annual Report. The results for the three and six months ended June 30, 2026, are not necessarily indicative of results for the year ending December 31, 2026, or any other future periods.
Except for per share data or as otherwise indicated, all U.S. dollar amounts and share counts presented in the tables in these Notes to Condensed Consolidated Financial Statements are in thousands.
Accounting Standards Recently Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires additional annual income tax disclosures. These include a tabular rate reconciliation comprised of eight specific categories, the disaggregation of income taxes paid between federal, state, and foreign jurisdictions, and to disaggregate income from continuing operations before income tax expense and income tax expense from continuing operations between domestic and foreign. ASU 2023-09 eliminates the disclosure of the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made. We adopted ASU 2023-09 for the year ended December 31, 2025.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which simplifies how entities measure expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. This update provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating credit losses. ASU 2025-05 became effective for fiscal years beginning on or after December 15, 2025. We have adopted the practical expedient effective for the current fiscal year noting that it does not have a material impact on the Company’s financial statements.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disaggregated disclosures of certain categories of expenses that are included in income statement line items. ASU 2024-03 is effective for fiscal years beginning on or after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Companies may early adopt and can apply the guidance prospectively or retrospectively. We have not yet determined the potential impact of adopting this standard.
8
Table of Contents
Assets Held for Sale
Note 2. Segment Information
Our business is organized into two reportable segments, Mobile Solutions and Power Solutions, based on the nature of the products manufactured. There have been no changes in the composition of our reportable segments from those described in our Annual Report on Form 10-K for the year ended 2025.
These reportable segments are considered our two operating segments as each has engaged in business activities for which it earns revenues and incurs expenses, discrete financial information is available for each, and this is the level at which the chief operating decision maker (“CODM”) reviews discrete financial information for purposes of allocating resources and assessing performance. The CODM, who is our President and Chief Executive Officer, uses segment operating income (loss) to evaluate the performance of our segments each quarter and for annual forecasting purposes. Segment operating income (loss) is used to make key operating decisions, such as the amount and timing of capital expenditures, plant optimization actions, and allocation of management resources. In addition to our two reportable segments, we report a Corporate category, which includes corporate costs and unallocated expenses. Accounting for transactions between segments are recorded at cost.
The following tables reconcile segment net sales to consolidated loss before provision for income taxes and share of net income from joint venture.
| Three Months Ended June 30, 2026 | Mobile Solutions | Power Solutions | Corporate and Eliminations | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Other segment items (1) | ( | ||||||||||||||||||||||
| Segment operating (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other income, net | ( | ||||||||||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | $ | ( | |||||||||||||||||||||
| Three Months Ended June 30, 2025 | Mobile Solutions | Power Solutions | Corporate and Eliminations | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Other segment items (1) | ( | ||||||||||||||||||||||
| Segment operating (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other income, net | ( | ||||||||||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | $ | ( | |||||||||||||||||||||
9
Table of Contents
| Six Months Ended June 30, 2026 | Mobile Solutions | Power Solutions | Corporate and Eliminations | Total | |||||||||||||||||||
| Net sales | $ | $ | ( | $ | |||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Other segment items (1) | ( | ||||||||||||||||||||||
| Segment operating (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | $ | ( | |||||||||||||||||||||
| Six Months Ended June 30, 2025 | Mobile Solutions | Power Solutions | Corporate and Eliminations | Total | |||||||||||||||||||
| Net sales | $ | $ | ( | $ | |||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Other segment items (1) | ( | ||||||||||||||||||||||
| Segment operating (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other income, net | ( | ||||||||||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | $ | ( | |||||||||||||||||||||
_______________________________
(1) Other segment items includes amortization expense and other operating expenses and income.
The following table presents capital expenditures and depreciation and amortization by reportable segment.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Mobile Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Power Solutions | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Mobile Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Power Solutions | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
10
Table of Contents
The following table summarizes total assets by reportable segment.
| June 30, 2026 | December 31, 2025 | ||||||||||
| Mobile Solutions (1) | $ | $ | |||||||||
| Power Solutions | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
_______________________________
(1) Total assets in Mobile Solutions includes $48.5 million and $42.5 million as of June 30, 2026 and December 31, 2025, respectively, related to our investment in a joint venture (see Note 7).
Note 3. Revenue from Contracts with Customers
Revenue is recognized when control of the good or service is transferred to the customer either at a point in time or, in limited circumstances, as our services are rendered over time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services.
Beginning in the second quarter of fiscal 2026, we revised our revenue disaggregation categories to provide more detailed disclosure of the markets we serve. Prior period amounts have been recast to conform to the current presentation. The following tables summarize revenue by customer industry. Our products in the Global Automotive end market include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, sensors, electrical contacts, fuel systems, emissions control, and transmissions. Our products in the Data Center & Electric Grid end market include components used in smart meters, electric circuits, electric panels, and liquid cooling connectors for thermal management systems in data centers. Our products in the Industrial end market include high-precision metal components for a variety of industrial applications, including motors, heating and cooling systems, pumps, valves, and power tools. Our products in the Commercial Vehicle end market include high-precision components for diesel fuel systems, emissions control, power steering, braking, and transmissions. Our products in the Defense & Electronics end market include plating of critical electronics contained within advanced weapons systems, metal fabrications within guidance and weapon systems, and machined parts for firearms and accessories. Our products in the Medical end market include high-precision components used in surgical instruments, robotic-assisted surgery equipment, orthopedic tools, orthopedic components, electrosurgical products, suture-related products, and other precision medical devices.
| Three Months Ended June 30, 2026 | Mobile Solutions | Power Solutions | Intersegment Sales Eliminations | Total | |||||||||||||||||||
| Global Automotive | $ | $ | $ | — | $ | ||||||||||||||||||
| Data Center & Electric Grid | — | ||||||||||||||||||||||
| Industrial | — | ||||||||||||||||||||||
| Commercial Vehicle | — | ||||||||||||||||||||||
| Defense & Electronics | — | ||||||||||||||||||||||
| Medical | — | ||||||||||||||||||||||
| Eliminations | ( | ( | |||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Three Months Ended June 30, 2025 | Mobile Solutions | Power Solutions | Intersegment Sales Eliminations | Total | |||||||||||||||||||
| Global Automotive | $ | $ | $ | — | $ | ||||||||||||||||||
| Data Center & Electric Grid | — | ||||||||||||||||||||||
| Industrial | — | ||||||||||||||||||||||
| Commercial Vehicle | — | ||||||||||||||||||||||
| Defense & Electronics | — | ||||||||||||||||||||||
| Medical | — | ||||||||||||||||||||||
| Eliminations | ( | ( | |||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
11
Table of Contents
| Six Months Ended June 30, 2026 | Mobile Solutions | Power Solutions | Intersegment Sales Eliminations | Total | |||||||||||||||||||
| Global Automotive | $ | $ | $ | — | $ | ||||||||||||||||||
| Data Center & Electric Grid | — | ||||||||||||||||||||||
| Industrial | — | ||||||||||||||||||||||
| Commercial Vehicle | — | ||||||||||||||||||||||
| Defense & Electronics | — | ||||||||||||||||||||||
| Medical | — | ||||||||||||||||||||||
| Eliminations | ( | ( | |||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Six Months Ended June 30, 2025 | Mobile Solutions | Power Solutions | Intersegment Sales Eliminations | Total | |||||||||||||||||||
| Global Automotive | $ | $ | $ | — | $ | ||||||||||||||||||
| Data Center & Electric Grid | — | ||||||||||||||||||||||
| Industrial | — | ||||||||||||||||||||||
| Commercial Vehicle | — | ||||||||||||||||||||||
| Defense & Electronics | — | ||||||||||||||||||||||
| Medical | — | ||||||||||||||||||||||
| Eliminations | ( | ( | |||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
Sales Concentration
During the six months ended June 30, 2026 and 2025, a customer in our Mobile Solutions segment represented 11 % and 13 % of consolidated revenue, respectively.
Deferred Revenue
Deferred revenue relates to payments received in advance of performance under the contract and recognized as revenue as (or when) we perform under the contract. The balance of deferred revenue was $0.8 million and $0.3 million as of June 30, 2026 and December 31, 2025, respectively. Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 2026 included $0.3 million that was included in deferred revenue as of December 31, 2025. The balance of deferred revenue was $0.5 million and $0.2 million as of June 30, 2025 and December 31, 2024, respectively. Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 2025 included $0.1 million that was included in deferred revenue as of December 31, 2024.
Transaction Price Allocated to Future Performance Obligations
We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of June 30, 2026, unless our contracts meet one of the practical expedients. Our contracts met the practical expedient for a performance obligation that is part of a contract that has an original expected duration of one year or less.
Note 4. Accounts Receivable
The balance of trade accounts receivable was $69.8 million and $61.5 million as of June 30, 2025 and December 31, 2024, respectively. The following table presents changes in the allowance for credit losses.
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Additions | |||||||||||
| Write-offs and other | ( | ( | |||||||||
| Currency impact | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
We participate in programs that allow us to sell certain receivables from customers on a non-recourse basis to third-party financial institutions. During the six months ended June 30, 2026 and 2025, we incurred fees of $0.3 million and $0.3 million,
12
Table of Contents
respectively, related to the sale of receivables, which is recorded in the Other expense (income), net line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Note 5. Inventories
Inventories are comprised of the following amounts:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
Note 6. Intangible Assets
The following table shows changes in the carrying amount of intangible assets, net, by reportable segment.
| Mobile Solutions | Power Solutions | Total | |||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ||||||||||||||
| Amortization | ( | ( | ( | ||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ||||||||||||||
Intangible assets are reviewed for impairment when changes in circumstances indicate the carrying value of those assets may not be recoverable. There were no impairment charges for the six months ended June 30, 2026 and 2025.
Note 7. Investment in Joint Venture
We own a 49 % investment in Wuxi Weifu Autocam Precision Machinery Company, Ltd. (the “JV”), a joint venture located in Wuxi, China. The JV is jointly controlled and managed, and we account for it under the equity method, with the share of net income from the joint venture recorded in the Mobile Solutions segment.
The following table shows changes in our investment in the JV.
| Balance as of December 31, 2025 | $ | ||||
| Share of earnings | |||||
| Foreign currency translation gain | |||||
| Balance as of June 30, 2026 | $ | ||||
Note 8. Debt
The following table presents amounts outstanding on our debt facilities.
| June 30, 2026 | December 31, 2025 | ||||||||||
| Term loan facilities | $ | $ | |||||||||
| ABL Facility | |||||||||||
| Financing obligations from sale-leaseback transactions | |||||||||||
| International loans | |||||||||||
| Unamortized debt issuance costs and discount (1) | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
_______________________________
(1) In addition to this amount, costs of $0.7 million and $0.9 million related to the ABL Facility (as defined below) were recorded in other non-current assets as of June 30, 2026 and December 31, 2025, respectively.
We capitalized interest costs of $0.6 million and $0.4 million in the six months ended June 30, 2026 and 2025, respectively, related to construction in progress.
Term Loan Facility
On April 16, 2025 (the “Closing Date”), we entered into a Term Loan Credit Agreement by and among the Company, the lenders from time to time party thereto (collectively, the “Lenders”) and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”) for the Lenders (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement establishes a
13
Table of Contents
new $128.0 million senior secured Term Loan Facility (the “Term Loan Facility”) consisting of (i) a $118.0 million of term loan funded in full on the Closing Date (the “Closing Date Term Loans”) and (ii) $10.0 million of delayed draw term loan commitments (any delayed draw term loans funded thereunder, the “Delayed Draw Term Loans”, and together, with the Closing Date Term Loans, the “Term Loans”). The Term Loans mature on April 16, 2030 . We used the proceeds from the Closing Date Term Loan to repay all of our outstanding obligations under our outstanding term loan facility (see “2021 Term Loan” below).
Under the Term Loan Credit Agreement, interest rates on the Term Loans are determined based on the type of Term Loan, the length of the interest period, our Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Agreement). The Term Loans currently bear interest at either: 1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a credit spread adjustment, subject to a 2.00 % floor, plus an applicable margin ranging from 8.75 % to 9.75 % based on our Consolidated Net Leverage Ratio (as defined herein) (“Adjusted Term SOFR Rate Loans”); or 2) the greater of various benchmark rates, with certain adjustments, plus an applicable margin ranging from 7.75 % to 8.75 % based on our Consolidated Net Leverage Ratio (“Base Rate Loans”). For interest payments due before April 16, 2027, we may elect to pay a portion of interest in-kind (“PIK Election”), subject to a minimum cash interest of 5.25 % for Adjusted Term SOFR Rate Loans and 4.25 % for Base Rate Loans. The applicable margin increases by 0.50 % on borrowings to which the PIK Election is made. At June 30, 2026, the Term Loans bore interest, including amounts we have elected to pay as PIK interest, based on one-month Adjusted Term SOFR, at 13.49 %.
On January 29, 2026, we borrowed $10.0 million on the Delayed Draw Term Loans. As a result of borrowing the Delayed Draw Term Loans, the applicable margin for all Term Loans increased by 0.50 %. Through January 29, 2026, we incurred a 1.00 % commitment fee on undrawn amounts under the Delayed Draw, payable quarterly in arrears.
Subject to certain exceptions, we are required to make principal payments (i) annually that are calculated as a percentage, based on our Consolidated Net Leverage Ratio, of our Excess Cash Flow (as defined in the Term Loan Credit Agreement), (ii) Net Cash Proceeds (as defined in the Term Loan Credit Agreement) of certain non-ordinary course Dispositions (as defined in the Term Loan Credit Agreement) within 10 business days of receipt thereof, and (iii) Net Cash Proceeds from certain insurance events. We may voluntarily prepay the Term Loans, in whole or part without premium or penalty following April 16, 2027. If we would have voluntarily prepaid borrowings prior to April 16, 2026, we would have been subject to a prepayment premium equal to the present value at the prepayment date of (i) 2.00% of the outstanding principal amount of the Term Loans to be prepaid, plus (ii) all remaining scheduled interest payments due on such Term Loans through April 16, 2026 (excluding accrued but unpaid interest to, but not including, the prepayment date), computed using a discount rate equal to the Treasury Rate (determined as of the Business Day prior to such date of prepayment) plus 50 basis points. If we voluntarily prepay borrowings following April 16, 2026 and prior to April 16, 2027, we are subject to a prepayment premium equal to 2.00 % of the principal amount prepaid.
The Term Loan Credit Agreement includes customary representations, warranties and covenants, including, but not limited to, certain financial covenants, such as maximum Consolidated Net Leverage Ratio and minimum Domestic Liquidity (as defined in the Term Loan Credit Agreement), subject, in the case of the Consolidated Net Leverage Ratio covenant, to certain equity cure rights. We were in compliance with the financial covenants of the Term Loan Facility as of June 30, 2026.
Our obligations under the Term Loan Credit Agreement are guaranteed by certain of our subsidiaries and are required to be guaranteed by certain of our later formed or acquired subsidiaries (collectively, the “Guarantors”). Our obligations under the Term Loan Credit Agreement are collateralized by substantially all of our and the Guarantors’ assets. The Term Loan Agent, for itself and on behalf of the Lenders, has a first lien on all domestic assets, other than accounts receivable and inventory, and certain foreign assets and has a second lien on domestic accounts receivable and inventory.
The Term Loan Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. If an event of default occurs, the lenders under the Term Loan Credit Agreement will be entitled to take various actions, including the termination of any undrawn commitments and the acceleration of amounts due under the Term Loan Credit Agreement.
The Term Loan Facility was issued at a $2.5 million discount and we capitalized an additional $0.7 million in debt issuance costs in 2025. In January 2026, we capitalized an additional $0.1 million in debt issuance costs as part of the borrowings under the Delayed Draw Term Loan. These costs are recorded as a direct reduction to the carrying amount of the associated long-term debt and amortized over the term of the debt.
2021 Term Loan
On March 22, 2021, we entered into a $150.0 million term loan facility (as amended from time to time, the “2021 Term Loan Facility”) which required principal payments of $0.4 million with the remaining unpaid principal amount due at the original loan maturity date of September 22, 2026 . On April 16, 2025, we repaid all of our outstanding obligations under the 2021 Term
14
Table of Contents
Loan Facility with the proceeds from the Closing Date Term Loans. The 2021 Term Loan Facility was collateralized by all of our assets and had a first lien on all domestic assets, other than accounts receivable and inventory and had a second lien on domestic accounts receivable and inventory.
Outstanding borrowings on the 2021 Term Loan bore interest at either: 1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment (“Adjusted Term SOFR”), subject to a 1.000 % floor, plus an applicable margin of 6.875 %, or 2) the greater of various benchmark rates plus an applicable margin of 5.875 %. Beginning in the second quarter of 2023, interest was increased on a paid-in-kind basis at a rate between 1.00 % and 2.00 % (“PIK interest”), dependent on our net leverage ratio for the most recently reported fiscal quarter and subject to reduction upon the occurrence of certain conditions as set forth in the credit agreement governing the 2021 Term Loan Facility. At April 16, 2025, the 2021 Term Loan Facility bore interest, including PIK interest, based on one-month Adjusted Term SOFR, at 12.30 %.
The 2021 Term Loan Facility was issued at a $3.8 million discount and we capitalized an additional $5.5 million in debt issuance costs which were amortized over the term of the debt.
During the year ended December 31, 2025, we recognized a $3.0 million loss on extinguishment in connection with the termination of the 2021 Term Loan Facility.
ABL Facility
On December 30, 2024, we entered into a Revolving Credit and Security Agreement by and among the Company and PNC Bank National Association as lender and administrative agent (in such capacity, the “ABL Agent”) (as amended from time to time, including by the First Amendment to Revolving Credit and Security Agreement, dated as of April 16, 2025, the “ABL Credit Agreement”). The ABL Credit Agreement established a new $50.0 million senior secured asset backed credit facility (the “ABL Facility”) which provides for senior secured revolving loans (“Revolving Loan”) in the amount of $50.0 million, and permits the issuance of letters of credit thereunder subject to a $15.0 million sublimit. The availability under the ABL Facility is limited by a borrowing base calculation derived from accounts receivable and inventory held in the United States, less customary reserves and other items. The final maturity date of the ABL Facility is the earlier of: 1) December 30, 2029; or 2) 91 days prior to the loan maturity date of the Term Loan Facility.
Under the ABL Facility, Revolving Loans bear interest as either: 1) one, three or six month SOFR plus 1.50 %, plus an adjustment of 0.10% (“Term SOFR Rate”); or 2) the highest of the base commercial lending rate of the lender or various benchmark rates plus an applicable margin of 0.50 % or 1.00 %, depending on the benchmark (“Alternative Base Rate”). At June 30, 2026, based on a Alternative Base Rate, the interest rate on outstanding borrowings under the ABL Facility was 7.25 %. We incur a commitment fee of 0.25 % for unused capacity under the ABL Facility and a 1.85 % fee on the amount of letters of credit outstanding. We capitalized a total of $1.2 million in new debt issuance costs related to the ABL Facility.
As of June 30, 2026, there were no outstanding borrowings under the ABL Facility, $11.4 million of outstanding letters of credit, and $35.3 million available for future borrowings under the ABL Facility.
The ABL Credit Agreement includes customary representations, warranties and covenants, including, but not limited to, a financial covenant as to a minimum Fixed Charge Coverage Ratio (as defined in the ABL Credit Agreement). We were in compliance with the financial covenants of the ABL Facility as of June 30, 2026.
Our obligations under the ABL Credit Agreement are guaranteed by certain of our subsidiaries and are required to be guaranteed by certain of our later formed or acquired subsidiaries (collectively, the “Guarantors”). Our obligations under the ABL Credit Agreement are collateralized by substantially all of our and the Guarantors’ assets. The ABL Agent, for itself and on behalf of the Lenders, has a first lien on accounts receivable and inventory.
The ABL Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. If an event of default occurs, the lenders under the ABL Credit Agreement will be entitled to take various actions, including the termination of any undrawn commitments and the acceleration of amounts due under the ABL Credit Agreement.
Sale-Leaseback Transactions
In May 2025, we sold property for a sales price of $4.3 million and concurrent with the sale, entered into a 19-year lease agreement with the purchaser for the property. In March 2024, we sold three of our properties for an aggregate sales price of $16.9 million and concurrent with the sale, we entered into a 20-year lease agreement with the purchaser for these properties.
Since these lease agreements allow for us to exercise renewal options that extend for substantially all of the remaining economic life, we have the ability to maintain the risks and rewards of ownership. Because the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606. As a result, the properties remain on our Condensed Consolidated Balance Sheets and the non-land assets will continue to be depreciated over their remaining useful lives. The
15
Table of Contents
$21.2 million of total gross proceeds from these transactions were recognized as financing obligations as a component of long-term debt. The monthly lease payments, which increase 3.00% each year, are being amortized as principal payments and interest expense through 2044 based on a weighted average effective interest rate of 9.17 %. We incurred $0.9 million in debt issuance costs related to these transactions, which is being amortized over the term of the debt.
In June and July 2025, we sold pieces of manufacturing equipment for an aggregate sales price of $2.7 million and entered into 5-year lease agreements with the purchaser for the equipment. In March 2024, we sold multiple pieces of manufacturing equipment for an aggregate sales price of $4.9 million. Concurrent with the sale, we entered into a 5-year lease agreement with the purchaser that includes a repurchase option for this equipment. In May 2024, we sold additional pieces of manufacturing equipment for an aggregate sales price of $3.4 million and entered into 5-year and 6-year lease agreements with the purchaser for the equipment. Since these lease agreements allow for us to exercise a purchase option, we have the ability to maintain the risks and rewards of ownership. Since the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606. As a result, the assets remain on our Condensed Consolidated Balance Sheets and will continue to be depreciated over their remaining useful lives. The $11.0 million of total gross proceeds from these transactions were recognized as a financing obligation as a component of long-term debt. The monthly lease payments are being amortized as principal payments and interest expense on a weighted average effective interest rate of 8.91 %.
International Loans
We have fixed rate debt with various financial institutions in France, Poland and China, with maturity dates between 2026 and 2033. These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.20 % at June 30, 2026.
Note 9. Preferred Stock
On March 22, 2021, the Company completed a private placement of 65,000 shares of newly designated Series D Perpetual Preferred Stock, with a par value of $0.01 per share (the “Series D Preferred Stock”), at a price of $1,000 per share. The Series D Preferred Stock has an initial liquidation preference of $1,000 per share and is redeemable at our option in cash at a redemption price equal to the liquidation preference then in effect. Series D Preferred Stock shares earn cash dividends at a rate of 10.0 % per year, payable quarterly in arrears, accruing whether or not earned or declared. If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases to 12.0 % per year. On March 22, 2026, the cash dividend rate and in-kind dividend rate increased by 2.5 %, and will increase by 2.5% each year thereafter. Cash dividends are required beginning on September 30, 2027 and are limited based on terms and conditions of the Company’s outstanding credit agreements.
The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control. For initial recognition, the Series D Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and a bifurcated embedded derivative. The aggregate discount was amortized as a deemed dividend through March 22, 2026, which is the date the dividend rate increased to 14.5% per year. Deemed dividends adjust additional paid-in capital due to the absence of retained earnings.
On August 5, 2026, the Company completed the Exchange and the Redemption (each as defined in Note 18 - Subsequent Events - Series D Perpetual Preferred Stock Redemption and Exchange).
As of June 30, 2026, the carrying value of the Series D Preferred Stock shares was $122.1 million, which included $75.5 million of accumulated unpaid and deemed dividends. The following table presents the change in the Series D Preferred Stock carrying value during the six months ended June 30, 2026.
| Balance as of December 31, 2025 | $ | ||||
| Accrual of in-kind dividends | |||||
| Amortization | |||||
| Balance as of June 30, 2026 | $ | ||||
16
Table of Contents
Note 10. Leases
The following table contains supplemental cash flow information related to leases.
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows used in operating leases | $ | $ | |||||||||
| Operating cash flows used in finance leases | |||||||||||
| Financing cash flows used in finance leases | |||||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | |||||||||||
We recognized sublease income of $1.9 million in the six months ended June 30, 2026 and 2025, respectively, which is recognized in the Other operating income, net line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
The following table presents finance lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets.
| Financial Statement Line Item | June 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Finance lease assets | ||||||||||||||||||||
| Finance lease current liabilities | ||||||||||||||||||||
| Finance lease non-current liabilities | ||||||||||||||||||||
| Total finance lease liabilities | $ | $ | ||||||||||||||||||
Note 11. Commitments and Contingencies
Brazil ICMS Tax Matter
Prior to the acquisition of Autocam Corporation (“Autocam”) in 2014, Autocam’s Brazilian subsidiary (“Autocam Brazil”) received notification from the Brazilian tax authority regarding ICMS (state value added tax) tax credits claimed on intermediary materials (e.g., tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS tax credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing processes. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process.
We believe that we have substantial legal and factual defenses, and we continue to defend our interests in this matter vigorously. The matter encompasses several lawsuits filed with the Brazilian courts requesting declaratory actions that no tax is due or seeking a stay of execution on the collection of the tax. We have obtained multiple favorable decisions and one unfavorable decision. Although we anticipate a favorable resolution to the remaining matters, we can provide no assurances that we will be successful in achieving dismissal of all pending cases. The U.S. dollar amount that would be owed in the event of an unfavorable decision is subject to interest, penalties, and currency impacts and therefore is dependent on the timing of the decision. For the remaining open lawsuits, we currently believe the cumulative potential liability in the event of unfavorable decisions on all matters will be less than $2.0 million, inclusive of interest and penalties.
We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to the Autocam acquisition. Accordingly, we do not expect such losses, if any, to have a material impact on our business, operations or financial results.
Other Legal Matters
All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, or cash flows. In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes.
Note 12. Income Taxes
Our effective tax rate was (4.2 )% and (7.1 )% for the three and six months ended June 30, 2026, respectively, and (8.1 )% and (12.0 )% for the three and six months ended June 30, 2025, respectively. The effective tax rate for the three and six months ended June 30, 2026 differs from the U.S. federal statutory tax rate of 21 % primarily due to the accrual of tax on non-
17
Table of Contents
permanently reinvested unremitted earnings of foreign subsidiaries and by limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.
Note 13. Net Loss Per Common Share
The following table summarizes the computation of basic and diluted net loss per common share.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Adjustment for preferred stock cumulative dividends and deemed dividends | ( | ( | ( | ( | |||||||||||||||||||
| Numerator for basic and diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Adjustment for participating securities | ( | ( | ( | ( | |||||||||||||||||||
| Adjustment for warrants outstanding (1) | |||||||||||||||||||||||
| Shares used to calculate basic and diluted net loss per common share | |||||||||||||||||||||||
| Basic and diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
_______________________________
(1) Outstanding warrants that are exercisable at an exercise price of $0.01 per share are included in shares outstanding for calculation of basic earnings per share (see Note 16).
On July 2, 2026, the Company closed the Private Placement (as defined in Note 18 - Subsequent Events - Private Placement), which resulted in the Company issuing 24,509,804 shares of the Company’s common stock.
On August 5, 2026, the Company completed the Exchange (as defined in Note 18 – Subsequent Events – Series D Perpetual Preferred Stock Redemption and Exchange), which resulted in the Company issuing 5,500,000 shares of newly issued common stock in exchange for 9,850 shares of Series D Preferred Stock.
The following table presents securities that could be potentially dilutive in the future that were excluded from the calculation of diluted net loss per common share because they had an anti-dilutive effect.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Performance share units | |||||||||||||||||||||||
| Total antidilutive securities | |||||||||||||||||||||||
18
Table of Contents
Note 14. Share-Based Compensation
The following table lists the components of share-based compensation expense by type of award, which is recognized in the “Selling, general, and administrative expense” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Restricted stock | $ | $ | $ | $ | |||||||||||||||||||
| Performance share units | |||||||||||||||||||||||
| Share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock
The following table presents the status of unvested restricted stock awards as of June 30, 2026, and activity during the six months then ended.
| Nonvested Restricted Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at June 30, 2026 | $ | ||||||||||
During the six months ended June 30, 2026, we granted 1,095,000 shares of restricted stock to non-executive directors, officers and certain other employees. The shares of these restricted stock awards vest pro-rata generally over three years for employees and over one year for non-executive directors. Total grant date fair value of restricted stock that vested in the six months ended June 30, 2026, was $1.8 million.
Performance Share Units
Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value. The following table presents the status of unvested PSUs as of June 30, 2026, and activity during the six months then ended.
| Nonvested PSU Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Nonvested at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Nonvested at June 30, 2026 | $ | ||||||||||
During the six months ended June 30, 2026, we granted 558,000 PSUs to certain executive officers, which vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of a specified index during the three-year performance period that ends December 31, 2028.
19
Table of Contents
Note 15. Accumulated Other Comprehensive Income (Loss)
The following tables present the components of accumulated other comprehensive income (loss).
| Foreign Currency Translation | |||||
| Balance as of March 31, 2026 | $ | ( | |||
| Other comprehensive income | |||||
| Balance as of June 30, 2026 | $ | ( | |||
| Balance as of March 31, 2025 | $ | ( | |||
| Other comprehensive income | |||||
| Balance as of June 30, 2025 | $ | ( | |||
| Foreign Currency Translation | |||||
| Balance as of December 31, 2025 | $ | ( | |||
| Other comprehensive income | |||||
| Balance as of June 30, 2026 | $ | ( | |||
| Balance as of December 31, 2024 | $ | ( | |||
| Other comprehensive income | |||||
| Balance as of June 30, 2025 | $ | ( | |||
Note 16. Fair Value Measurements
Fair value is an exit price representing the expected amount that an entity would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We followed consistent methods and assumptions to estimate fair values as more fully described in the 2025 Annual Report.
Embedded Derivatives
In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives, certain features of our preferred stock and long-term debt were bifurcated and accounted for as derivatives separately.
In conjunction with an amendment to our 2021 Term Loan in 2023, we issued warrants to purchase up to 2.0 million shares of our common stock at an exercise price of $0.01 per share (the “2023 Warrants”). The 2023 Warrants were exercisable, in full or in part, at any time prior to June 30, 2033. The 2023 Warrants included anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events. During the six months ended June 30, 2026, 1,455,000 of the 2023 Warrants have been exercised on a cashless basis. As of June 30, 2026, none of the 2023 Warrants remain outstanding.
In conjunction with our placement of the Series B Preferred Stock in 2019, we issued warrants to purchase up to 1.5 million shares of our common stock (the “2019 Warrants”). The 2019 Warrants, are exercisable, in full or in part, at any time prior to December 11, 2026, at an exercise price of $11.03 per share, and are subject to anti-dilution adjustments in the event of future below market issuances, stock splits, stock dividends, combinations or similar events. During the six months ended June 30, 2026, a portion of the 2019 Warrants were cancelled resulting in a decrease of 285,000 exercisable shares.
The following table presents the change in the liability balance of the embedded derivatives during the six months ended June 30, 2026.
| Balance as of December 31, 2025 | $ | ||||
| Change in fair value (1) | |||||
| Settlements | ( | ||||
| Balance as of June 30, 2026 | $ | ||||
_______________________________
(1) Changes in the fair value are recognized in the Other expense (income), net line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
20
Table of Contents
The following tables show the fair values of the embedded derivatives within the fair value hierarchy.
| June 30, 2026 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
| Derivative liability - other current liabilities | $ | $ | $ | ||||||||||||||
| December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
| Derivative liability - other non-current liabilities | $ | $ | $ | ||||||||||||||
The fair value of the 2023 Warrants were determined using the observable market price of a share of our common stock, less the $0.01 per share exercise price (Level 1).
The fair value of the 2019 Warrants is determined using a valuation model that utilizes unobservable inputs to determine the probability that the 2019 Warrants will remain outstanding for future periods (Level 3). The probabilities resulted in a weighted average term of 0.5 years and 1.3 years as of June 30, 2026 and December 31, 2025, respectively.
Fair Value Disclosures
Note 17. Plant Optimization Activities
During the second half of 2024, we took specific steps to consolidate our footprint by identifying two manufacturing facilities to close due to volume rationalization which have reduced costs and improved operational efficiency. We ceased production activities at our Mobile Solutions plants in Juarez, Mexico, and Dowagiac, Michigan in January 2025 and March 2025, respectively. In addition, we implemented operational and cost optimization actions to reduce indirect and overhead costs.
In 2025, we completed the facility closures and organizational changes previously announced. In connection therewith, as stated in our 2025 Annual Report, we recognized $13.4 million in charges. All costs incurred have been recognized in the Mobile Solutions segment. We expect to recognize annual benefits of approximately $5.4 million.
The following is a summary of plant optimization reserve activity for the six months ended June 30, 2026.
| Severance and employee related | |||||
| Balance as of December 31, 2025 | $ | ||||
| Amounts paid | ( | ||||
| Balance as of June 30, 2026 | $ | ||||
Voluntary Early Retirement Program
During the six months ended June 30, 2026, we recognized $0.2 million related to an early retirement incentive program (“ERIP”) that was open to certain U.S. employees that met specified age and service requirements, and who terminated employment in 2026. The estimated total cost of the ERIP, including costs recognized in 2025, is $0.6 million with all benefit payments expected to be made in 2026.
Note 18. Subsequent Events
Private Placement
On June 30, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 24,509,804 shares (the “Shares”) of the Company’s common stock in a private placement transaction (the “Private Placement”). The purchase price per share of common stock in the Private Placement was $3.06 per share (the “Purchase Price”). The closing of the Private Placement occurred on July 2, 2026 (the “Closing”). The total net proceeds to the Company in the Private Placement were $70.4 million, after deducting offering expenses paid by the Company.
21
Table of Contents
In connection with the Private Placement, the Company filed a registration statement registering the resale of the Shares, which was declared effective by the Securities and Exchange Commission on July 21, 2026. The Company has agreed to keep the registration statement effective until the date the Shares covered by such registration statement have been sold.
Series D Perpetual Preferred Stock Redemption and Exchange
On August 5, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with NHTV Holdings, LP (the “Holder”), the holder of the Series D Preferred Stock issued pursuant to the Certificate of Designation of Series D Perpetual Preferred Stock (the “Certificate of Designation”). Pursuant to the terms of the Exchange Agreement, on August 5, 2026, the Company exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock” and the transaction, the “Exchange”). The Exchange was conditioned upon the concurrent consummation of the Redemption (defined below).
In addition, pursuant to the Exchange Agreement, the Holder agreed to reduce (a) the Cash Dividend Rate (as defined in the Certificate of Designation) to an amount equal to 10.0 % per annum of the then current Liquidation Preference (as defined in the Certificate of Designation) and (b) the Preference Accrual Rate (as defined in the Certificate of Designation) to an amount equal to 10.0 % per annum of the then current Liquidation Preference, in each case through August 5, 2027. After August 5, 2027, the Cash Dividend Rate and the Preference Accrual Rate will revert to the amounts as calculated in accordance with the Certificate of Designation. The Holder also agreed that in the event the Company redeems in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pays the Holder the aggregate Redemption Price (as defined in the Certificate of Designation) otherwise payable in respect thereof on or before December 31, 2026 (the “Final Redemption”), the aggregate Redemption Price payable by the Company to the Holder in respect of the Final Redemption Price will be reduced by $5.0 million.
On August 5, 2026, we redeemed 36,750 shares of Series D Preferred Stock pursuant to the optional redemption provision of the Certificate of Designation for an aggregate redemption price of $70.0 million (the “Redemption”). The Redemption was conditioned upon the concurrent consummation of the Exchange.
Following the Exchange and the Redemption, on August 5, 2026, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $35.0 million.
22
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of NN, Inc. and its consolidated subsidiaries for the three and six months ended June 30, 2026. The financial information as of June 30, 2026, should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, contained in our Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), and the Condensed Consolidated Financial Statements included in this Quarterly Report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as, but not limited to, “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “predicts,” “projects,” “will,” and similar expressions. These include, among other things, statements relating to the future growth of NN’s business and revenues, competitive position, expected new business wins, capital expenditures, and other aspects of the Company’s business operations, financial condition, and strategies. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, the following sections: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated in our subsequent Quarterly Reports on Form 10-Q. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings made with the SEC, which are available on the SEC website at www.sec.gov. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Overview
NN, Inc., a Delaware corporation, is a diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of end markets on a global basis. As used in this Quarterly Report, the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc. and its subsidiaries. Except for per share data, percentages, or as otherwise indicated, all dollar amounts and share counts presented in the tables in this Management's Discussion and Analysis of Financial Condition and Results of Operations are in thousands.
Private Placement
On June 30, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 24,509,804 shares (the “Shares”) of our common stock in a private placement transaction (the “Private Placement”). The purchase price per share of common stock in the Private Placement was $3.06 per share (the “Purchase Price”). The closing of the Private Placement occurred on July 2, 2026 (the “Closing”). We received total net proceeds from the Private Placement of $70.4 million, after deducting offering expenses paid by the Company.
Series D Perpetual Preferred Stock Redemption and Exchange
On August 5, 2026, we entered into an Exchange Agreement (the “Exchange Agreement”) with NHTV Holdings, LP (the “Holder”), the holder of the Series D Preferred Stock issued pursuant to the Certificate of Designation of Series D Perpetual Preferred Stock (the “Certificate of Designation”). Pursuant to the terms of the Exchange Agreement, on August 5, 2026, we exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of our common stock, par value $0.01 per share (the “Common Stock” and the transaction, the “Exchange”). The Exchange was conditioned upon the concurrent consummation of the Redemption (defined below).
In addition, pursuant to the Exchange Agreement, the Holder agreed to reduce (a) the Cash Dividend Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference (as defined in the Certificate of Designation) and (b) the Preference Accrual Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference, in each case through August 5, 2027. After August 5, 2027, the Cash Dividend Rate and the Preference Accrual Rate will revert to the amounts as calculated in accordance with the Certificate of Designation. The Holder also agreed that in the event we redeem in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pay the Holder the aggregate Redemption Price (as defined in the Certificate of Designation) otherwise payable in respect thereof on or before December 31,
23
Table of Contents
2026 (the “Final Redemption”), the aggregate Redemption Price payable by us in respect of the Final Redemption Price will be reduced by $5.0 million.
On August 5, 2026, the Company redeemed 36,750 shares of Series D Preferred Stock pursuant to the optional redemption provision of the Certificate of Designation for an aggregate redemption price of $70.0 million (the “Redemption”). The Redemption was conditioned upon the concurrent consummation of the Exchange.
Following the Exchange and the Redemption, on August 5, 2026, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $35.0 million.
Factors That May Influence Results of Operations
We believe there are several important factors that have influenced, and we expect will continue to influence, our results of operations.
Macroeconomic Conditions
We continue to monitor the ongoing impacts of current macroeconomic and geopolitical events, including changing conditions from global trade negotiations and tariffs, inflationary cost pressures on metal, raw materials, and other manufacturing inputs, elevated interest rates, supply chain disruptions, and ongoing military conflicts.
Global trade negotiations continue to create volatility in the marketplace. New trade restrictions and/or increases in tariffs could have a material impact on our business, financial condition, or results of operations by increasing our input costs and decreasing demand, although the nature of those trade restrictions and tariffs remains unclear. Additionally, tariffs may increase the risk for elevated inflation more generally, which may drive an increase in other input costs and have made it more difficult to procure precious metals. In particular, prices for commodities and certain metals, including, but not limited to, steel, copper, and precious metals, have recently shown increased volatility. Significant price increases for these commodities and precious metals have, and could continue to have, an adverse effect on our liquidity and operating profits if we cannot timely mitigate the price increases by successfully sourcing lower cost commodities or precious metals or by passing the increased costs on to customers.
We cannot predict the future impact on our end-markets or input costs, including tariffs and their potential implications and ramifications, nor our ability to recover all cost increases, including the cost of raw materials, through pricing or the timing of such recoveries.
Footprint Optimization
During the second half of 2024, we identified two manufacturing facilities to close due to volume rationalization which have reduced costs and improved operational efficiency. During the first quarter of 2025, we ceased production activities at our Mobile Solutions plants in Juarez, Mexico and Dowagiac, Michigan. In addition, we implemented operational and cost optimization actions to reduce indirect and overhead costs. We continue to evaluate our global footprint, which may result in further consolidation actions to further improve our overall cost structure.
24
Table of Contents
Results of Operations
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
Consolidated Results
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net sales | $ | 128,741 | $ | 107,921 | $ | 20,820 | |||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 106,863 | 89,699 | 17,164 | ||||||||||||||
| Selling, general, and administrative expense | 12,570 | 12,095 | 475 | ||||||||||||||
| Depreciation and amortization | 9,344 | 8,918 | 426 | ||||||||||||||
| Other operating income, net | (1,041) | (1,327) | 286 | ||||||||||||||
| Income (loss) from operations | 1,005 | (1,464) | 2,469 | ||||||||||||||
| Interest expense | 5,720 | 5,657 | 63 | ||||||||||||||
| Loss on extinguishment of debt | — | 3,007 | (3,007) | ||||||||||||||
| Other income, net | (217) | (619) | 402 | ||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | (4,498) | (9,509) | 5,011 | ||||||||||||||
| Provision for income taxes | (189) | (774) | 585 | ||||||||||||||
| Share of net income from joint venture | 2,420 | 2,181 | 239 | ||||||||||||||
| Net loss | $ | (2,267) | $ | (8,102) | $ | 5,835 | |||||||||||
Net Sales. Net sales increased by $20.8 million, or 19.3%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes, and favorable foreign exchange effects.
Cost of Sales. Cost of sales increased by $17.2 million, or 19.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to raw material price increases, higher volumes, unfavorable plant mix, and unfavorable foreign exchange effects. These increases are partially offset by rationalization efforts taken in 2025 providing benefits in the current year.
Selling, General, and Administrative Expense. Selling, general, and administrative expense increased by $0.5 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher compensation costs and unfavorable foreign exchange effects.
Depreciation and amortization. Depreciation and amortization increased by $0.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the impact of capital expenditures placed in service in the current and prior year.
Interest Expense. Interest expense increased by $0.1 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in average debt balances.
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Interest on debt | $ | 5,548 | $ | 5,377 | |||||||
| Amortization of debt issuance costs and discount | 250 | 308 | |||||||||
| Capitalized interest | (340) | (196) | |||||||||
| Other | 262 | 168 | |||||||||
| Total interest expense | $ | 5,720 | $ | 5,657 | |||||||
Loss on Extinguishment of Debt. Loss on extinguishment of debt was $3.0 million during the three months ended June 30, 2025 due to the termination of the 2021 Term Loan Facility. No debt extinguishment has occurred during the three months ended June 30, 2026.
Other Income, Net. Other income, net decreased by $0.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower warrant revaluation impacts.
25
Table of Contents
Provision for Income Taxes. Our effective tax rate was (4.2)% for the three months ended June 30, 2026, compared to (8.1)% for the three months ended June 30, 2025. The rate for the three months ended June 30, 2026 was unfavorably impacted due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by the limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.
Share of Net Income from Joint Venture. Share of net income from the Wuxi Weifu Autocam Precision Machinery Company, Ltd. joint venture (the “JV”) increased during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The JV, in which we own a 49% investment, recognized net sales of $38.8 million and $31.6 million for the three months ended June 30, 2026 and 2025, respectively.
Results by Segment
MOBILE SOLUTIONS
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net sales | $ | 66,590 | $ | 63,391 | $ | 3,199 | |||||||||||
| Loss from operations | $ | (1,947) | $ | (1,110) | $ | (837) | |||||||||||
Net sales increased by $3.2 million, or 5.0%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes and favorable foreign exchange effects.
Loss from operations increased by $0.8 million or 75.4% during the three months ended June 30, 2026, compared to the same period in the prior year. The increase was primarily due to higher costs from an unfavorable plant mix.
POWER SOLUTIONS
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net sales | $ | 62,293 | $ | 44,641 | $ | 17,652 | |||||||||||
| Income from operations | $ | 9,049 | $ | 5,782 | $ | 3,267 | |||||||||||
Net sales increased by $17.7 million, or 39.5%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes, and favorable foreign exchange effects.
Income from operations increased by $3.3 million during the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to higher selling prices, improved product mix, and higher volumes.
26
Table of Contents
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Consolidated Results
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net sales | $ | 247,193 | $ | 213,609 | $ | 33,584 | |||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 205,894 | 181,345 | 24,549 | ||||||||||||||
| Selling, general, and administrative expense | 25,864 | 23,265 | 2,599 | ||||||||||||||
| Depreciation and amortization | 18,584 | 17,692 | 892 | ||||||||||||||
| Other operating income, net | (2,096) | (2,440) | 344 | ||||||||||||||
| Loss from operations | (1,053) | (6,253) | 5,200 | ||||||||||||||
| Interest expense | 11,489 | 10,851 | 638 | ||||||||||||||
| Loss on extinguishment of debt | — | 3,007 | (3,007) | ||||||||||||||
| Other expense (income), net | 285 | (2,788) | 3,073 | ||||||||||||||
| Loss before provision for income taxes and share of net income from joint venture | (12,827) | (17,323) | 4,496 | ||||||||||||||
| Provision for income taxes | (906) | (2,084) | 1,178 | ||||||||||||||
| Share of net income from joint venture | 4,638 | 4,620 | 18 | ||||||||||||||
| Net loss | $ | (9,095) | $ | (14,787) | $ | 5,692 | |||||||||||
Net Sales. Net sales increased by $33.6 million, or 15.7%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes, and favorable foreign exchange effects.
Cost of Sales. Cost of sales increased by $24.5 million, or 13.5%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to raw material price increases, higher volumes, and unfavorable plant mix costs.
Selling, General, and Administrative Expense. Selling, general, and administrative expense increased by $2.6 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher compensation costs, consulting fees, and legal fees. The remaining impact was primarily driven by unfavorable foreign exchange and inflationary effects.
Depreciation and amortization. Depreciation and amortization increased by $0.9 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the impact of capital expenditures placed in service in the current and prior year.
Interest Expense. Interest expense increased by $0.6 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher average debt balances offset by lower amortization of debt issuance costs and discounts.
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Interest on debt | $ | 11,064 | $ | 9,782 | |||||||
| Amortization of debt issuance costs and discount | 499 | 1,024 | |||||||||
| Capitalized interest | (553) | (407) | |||||||||
| Other | 479 | 452 | |||||||||
| Total interest expense | $ | 11,489 | $ | 10,851 | |||||||
Loss on Extinguishment of Debt. Loss on extinguishment of debt was $3.0 million during the six months ended June 30, 2025 due to the termination of the 2021 Term Loan Facility. No debt extinguishment has occurred during the six months ended June 30, 2026.
Other Expense (Income), Net. Other expense (income), net changed unfavorably by $3.1 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to noncash derivative mark-to-market loss recognized during the first six months of 2026 compared to noncash derivative mark-to-market gain in the first six months of 2025.
27
Table of Contents
Provision for Income Taxes. Our effective tax rate was (7.1)% for the six months ended June 30, 2026, compared to (12.0)% for the six months ended June 30, 2025. The rate for the six months ended June 30, 2026 was unfavorably impacted due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by the limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.
Share of Net Income from Joint Venture. Share of net income from the JV remained unchanged during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The JV, in which we own a 49% investment, recognized net sales of $71.0 million and $64.3 million for the six months ended June 30, 2026 and 2025, respectively.
Results by Segment
MOBILE SOLUTIONS
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net sales | $ | 129,703 | $ | 125,635 | $ | 4,068 | |||||||||||
| Loss from operations | $ | (4,022) | $ | (3,797) | $ | (225) | |||||||||||
Net sales increased by $4.1 million, or 3.2%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to favorable foreign currency effects, higher selling prices reflecting the pass-through of increased raw material costs to customers, and higher sales volumes, partially offset by the impact of rationalization actions taken in 2025 to improve profitability.
Loss from operations increased by $0.2 million or 5.9% during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily related to unfavorable raw material price increases and an unfavorable plant mix. These were partially offset by lower costs due to plant rationalization benefits and favorable foreign exchange effects.
POWER SOLUTIONS
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net sales | $ | 117,693 | $ | 88,149 | $ | 29,544 | |||||||||||
| Income from operations | $ | 15,346 | $ | 8,805 | $ | 6,541 | |||||||||||
Net sales increased by $29.5 million, or 33.5%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers and higher volumes.
Income from operations increased by $6.5 million during the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to higher selling prices, improved product mix, and higher volumes.
Sources and Uses of Cash December 31, 2025 to June 30, 2026
Cash Flows
Cash provided by operations was $11.8 million for the six months ended June 30, 2026, compared to cash used in operations of $4.0 million for the six months ended June 30, 2025. The favorable change is primarily due to a $12.7 million collection of a tax refund claim and other favorable operating impacts.
Cash used in investing activities was $8.4 million for the six months ended June 30, 2026, compared with $7.2 million for the six months ended June 30, 2025. The higher use of cash is primarily due to additional purchases of property, plant and equipment.
Cash provided by financing activities decreased by $1.0 million during the six months ended June 30, 2026, compared with the same period in 2025. The decrease is primarily due to net repayments made against our asset backed credit facilities, offset by the $10.0 million of proceeds from the Delayed Draw Term Loan.
28
Table of Contents
Liquidity and Capital Resources
Overview
As of June 30, 2026, our primary sources of liquidity were cash and cash equivalents, availability under our ABL Facility, and cash flows from operating activities. On July 2, 2026, we received net proceeds of approximately $70.4 million from the closing of the Private Placement. On August 5, 2026, we completed the Redemption utilizing cash received in the Private Placement and completed the Exchange. We believe that the execution of these transactions will help support our long-term liquidity.
Based on our current cash position, anticipated cash flows from operating activities, and anticipated borrowing capacity under the ABL Facility, we believe we will have sufficient liquidity to fund our operations, capital expenditures, and debt service requirements for the next 12 months. Our ability to meet these requirements is subject to the factors described in Item 1A, "Risk Factors," in our 2025 Annual Report, including the level and timing of future cash flows, prevailing economic conditions, and restrictions under our credit agreements.
As of June 30, 2026, we had total available liquidity of:
| June 30, 2026 | |||||
| Cash & Cash Equivalents | $ | 16,450 | |||
| Undrawn Commitments | 35,342 | ||||
| Total Availability | $ | 51,792 | |||
Credit Facilities
The debt and credit facilities descriptions in Note 8 are incorporated in this section by reference.
We are currently in compliance with all covenants as of June 30, 2026.
Working Capital Management
We manage our liquidity and working capital to fund our operations, meet debt service obligations, finance capital expenditures and fund other business initiatives. The cost of raw materials, primarily for steel, copper and precious metals is subject to price volatility due to tariffs, supply chain constraints and market supply and demand. A significant increase in the prices we pay for raw materials may cause our working capital needs to increase, which could reduce our liquidity and borrowing availability.
Accounts Receivable Sales Programs
We participate in programs established by our customers and financial institutions which allow us to sell certain receivables from customers on a non-recourse basis to a third-party financial institution. In exchange, we receive payment on the receivables, less a discount, sooner than under the customary credit terms we have extended to customers. These programs allow us to improve working capital and cash flows at the same or lower interest rates as available on our ABL Facility. Our participation in these programs is based on our specific cash needs throughout the year, the discount charged to receive payment earlier, the length of the payment terms with our customers, as well being subject to limits in our ABL Facility and Term Loan Facility agreements.
Other Receivables
In 2021, we filed a refund claim with the IRS as a result of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). In May 2026, we received a refund check of $12.7 million in full payment of our claim, including interest.
Seasonality and Fluctuation in Quarterly Results
General economic conditions impact our business and financial results, and certain businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, European sales are often weaker in the summer months as customers slow production, and sales to original equipment manufacturers are often stronger immediately preceding and following the launch of new products. However, as a whole, we are not materially impacted by seasonality.
Critical Accounting Estimates
Our significant accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the 2025 Annual Report. Our most critical accounting estimates are discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2025 Annual Report. There have been no material changes to our significant accounting policies or critical accounting estimates during the six months ended June 30, 2026.
29
Table of Contents
Item 3.Quantitative and Qualitative Disclosures About Market Risk
We are exposed to changes in financial market conditions in the normal course of business due to use of certain financial instruments as well as transacting business in various foreign currencies. To mitigate the exposure to these market risks, we have established policies, procedures, and internal processes governing the management of financial market risks. We are exposed to changes in interest rates primarily as a result of borrowing activities.
Interest Rate Risk
We are subject to interest rate risk due to our variable rate debt, which comprises a majority of our outstanding indebtedness. The nature and amount of borrowings may vary as a result of future business requirements, market conditions, and other factors. To manage interest rate risk, we have used, and may in the future use, interest rate swap agreements.
At June 30, 2026, we had $133.5 million of principal outstanding under the Term Loan Facility without regard to capitalized debt issuance costs. A one-percent increase in one-month SOFR would have resulted in a net increase in interest expense of $1.3 million on an annualized basis.
During the six months ended June 30, 2026, based on the Alternative Base Rate, the average interest rate on outstanding borrowings under the ABL Facility was 7.25%.
Foreign Currency Risk
Translation of our operating cash flows denominated in foreign currencies is impacted by changes in foreign exchange rates. We invoice and receive payment from many of our customers in various other currencies. Additionally, we are party to third party and intercompany loans, payables, and receivables denominated in currencies other than the U.S. dollar. Various strategies to manage this risk are available to management, including producing and selling in local currencies and hedging programs. We did not hold a position in any foreign currency derivatives as of June 30, 2026.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As disclosed in Note 11 in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, we are engaged in certain legal proceedings, and the disclosure set forth in Note 11 relating to legal proceedings is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in the 2025 Annual Report under Item 1A, “Risk Factors.”
The risk factors under "Risks Related to Our Capital Structure" and "The price of our common stock may be volatile" in Item 1A, "Risk Factors" in our 2025 Annual Report, including those relating to our indebtedness and potential future equity issuances, should be read in conjunction with “Item 2 Unregistered Sales of Equity Securities and Use of Proceeds” below and Note 18, "Subsequent Events," to the Condensed Consolidated Financial Statements in this Quarterly Report, which describes the recent private placement described in Item 2 below.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except for the issuances of unregistered securities described in our Current Report on Form 8-K filed with the SEC on July 1, 2026, during the three months ended June 30, 2026, there were no unregistered sales of securities.
On August 5, 2026, we issued 5,500,000 shares of Common Stock in the Exchange in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
The following table provides information about purchases we made during the quarter ended June 30, 2026.
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Programs (1) | ||||||||||||||||||||||
| April 1, 2026 to April 30, 2026 | 158,052 | $ | 2.37 | — | — | |||||||||||||||||||||
| May 1, 2026 to May 31, 2026 | — | — | — | — | ||||||||||||||||||||||
| June 1, 2026 to June 30, 2026 | — | — | — | — | ||||||||||||||||||||||
| Total | 158,052 | $ | 2.37 | — | — | |||||||||||||||||||||
_______________________________
(1)Shares were withheld to pay for tax obligations due upon the vesting of share-based awards held by employees granted under the NN, Inc. Amended and Restated 2022 Omnibus Incentive Plan and prior plans (collectively the “Incentive Plans”). The Incentive Plans provide for the withholding of shares or units to satisfy income tax obligations. It does not specify a maximum number of shares or units that can be withheld for this purpose. These shares may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Adoption or Termination of Trading Arrangements
During the quarter ended June 30, 2026, none of the Company’s directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K.
Series D Perpetual Preferred Stock Redemption and Exchange
On August 5, 2026, we entered into an Exchange Agreement. Pursuant to the terms of the Exchange Agreement, on August 5, 2026, we exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of our Common Stock. The Exchange was conditioned upon the concurrent consummation of the Redemption.
31
Table of Contents
In addition, pursuant to the Exchange Agreement, the Holder agreed to reduce (a) the Cash Dividend Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference (as defined in the Certificate of Designation) and (b) the Preference Accrual Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference, in each case through August 5, 2027. After August 5, 2027, the Cash Dividend Rate and the Preference Accrual Rate will revert to the amounts as calculated in accordance with the Certificate of Designation. The Holder also agreed that in the event we redeem in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pay the Holder the aggregate Redemption Price (as defined in the Certificate of Designation) otherwise payable in respect thereof on or before December 31, 2026 (the “Final Redemption”), the aggregate Redemption Price payable by us in respect of the Final Redemption Price will be reduced by $5.0 million.
On August 5, 2026, we redeemed 36,750 shares of Series D Preferred Stock for an aggregate redemption price of $70.0 million (the “Redemption”). The Redemption was conditioned upon the concurrent consummation of the Exchange.
Following the Exchange and the Redemption, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $35.0 million as of August 5, 2026.
This foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the Exchange Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 6. Exhibits
| Exhibit Number | Description of Exhibit | |||||||
| 10.1 | Form of Securities Purchase Agreement (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026 and incorporated herein by reference). | |||||||
| 10.2 | Form of Registration Rights Agreement (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026 and incorporated herein by reference). | |||||||
| 10.3 | Exchange Agreement, dated August 5, 2026, between the Registrant and NHTV Holdings, LP | |||||||
| 10.4 | Form of Performance Share Unit Award Agreement | |||||||
| 10.5 | Letter Agreement between the Registrant and Legion Partners Asset Management, LLC and certain of its affiliates (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2026 and incorporated herein by reference). | |||||||
| 10.6** | Second Amendment to Revolving Credit and Security Agreement, date as of December 10, 2025, by and among NN, Inc. as Borrower, certain subsidiaries of NN, Inc., the lenders party thereto and PNC Bank, National Association, as lender and as agent | |||||||
| 10.7 | Letter of Understanding by and between NN, Inc. and Robert Esch. | |||||||
| 10.8 | Separation Agreement by and between NN, Inc. and Robert Esch. | |||||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |||||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |||||||
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS | XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
32
Table of Contents
* This certification is being furnished solely to accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
** Conformed version incorporating immaterial clean-up edits.
33
Table of Contents
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 thereunto duly authorized. | ||
| NN, Inc. | |||||
| (Registrant) | |||||
Date: August 5, 2026 | /s/ Harold C. Bevis | ||||
| Harold C. Bevis | |||||
| President, Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
| (Duly Authorized Officer) | |||||
| Date: August 5, 2026 | /s/ Christopher H. Bohnert | ||||
| Christopher H. Bohnert | |||||
| Senior Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
| (Duly Authorized Officer) | |||||
34