NN Inc closes approximately $53M stock offering
Most net proceeds are designated for redeeming the remaining Series D Preferred Stock, with the balance allocated to equipment and working capital.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
NN INC (symbol: NNBR) is the issuer of record for a Form 8-K filing submitted to the SEC. NN, Inc. completed a private placement on October 5, 2026, issuing 11,275,605 common shares and pre-funded warrants to purchase up to 4,824,395 shares. The purchase prices were $3.30 per common share and $3.29 per warrant; each warrant has a $0.01 exercise price, is immediately exercisable subject to certain conditions, and does not expire. The placement generated approximately $53 million in gross proceeds and approximately $50 million in net proceeds after placement-agent fees and estimated offering expenses. Common shares outstanding immediately after issuance of the shares totaled 93,744,210.
NN said it will use the majority of net proceeds for the final redemption and elimination of its remaining Series D Preferred Stock; the remainder will fund growth through equipment capital expenditures and working capital. It reported approximately $130 million of annual new business secured over the last 12 months and Q3 2026 sales at their highest levels in eight years. NN agreed to file a resale registration statement within 45 days following October 1 and use commercially reasonable efforts to obtain effectiveness within 45 days after filing, or 90 days after filing if the SEC conducts a full review.
Filing Explained
The resale-registration agreement also creates a contingent payment obligation if specified deadlines or availability requirements are not met.
The placement is complete: NN, Inc. issued 11,275,605 common shares on October 5, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes; exercise of up to 4,824,395 pre-funded warrants would add further shares.
The registration-rights agreement also requires the company to pay liquidated damages to purchasers if specified filing or effectiveness deadlines are missed, the registration statement becomes unavailable, or prospectus use is suspended under the agreement.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Common shares issued: 11,275,605 shares
Pre-funded warrant shares: Up to 4,824,395 shares
Common share purchase price: $3.30 per share
+5 more
8 metrics
Common shares issued
11,275,605 shares
Private placement closed October 5, 2026
Pre-funded warrant shares
Up to 4,824,395 shares
Shares purchasable under the pre-funded warrants
Common share purchase price
$3.30 per share
Private placement
Pre-funded warrant purchase price
$3.29 per warrant
Private placement
Warrant exercise price
$0.01 per share
Pre-funded warrants
Gross proceeds
Approximately $53 million
Private placement
Net proceeds
Approximately $50 million
After placement-agent fees and estimated offering expenses
Common shares outstanding
93,744,210 shares
Immediately following issuance of the shares
Key Terms
Pre-Funded Warrants, PIPE, Rule 506 of Regulation D, Rule 144, +1 more
5 terms
Pre-Funded Warrants financial
"Each Pre-Funded Warrant has an exercise price of $0.01 per share"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
PIPE financial
"private investment in public equity financing (the PIPE)"
A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.
Rule 506 of Regulation D regulatory
"Rule 506 of Regulation D promulgated thereunder"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
Rule 144 regulatory
"pursuant to Rule 144"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
liquidated damages financial
"required to pay certain liquidated damages to the Purchasers"
A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did NNBR raise in the October 2026 private placement?
NN received approximately $50 million in net proceeds, after placement-agent fees and estimated offering expenses; gross proceeds were approximately $53 million. The placement included 11,275,605 common shares and pre-funded warrants to purchase up to 4,824,395 shares.
What are NNBR's pre-funded warrant terms?
Each pre-funded warrant was sold for $3.29 and has an exercise price of $0.01 per share. The warrants are immediately exercisable, subject to certain conditions, and do not expire.
What happens if NNBR misses the resale registration deadlines?
NN will be required to pay certain liquidated damages if the registration statement is not filed or declared effective within the agreed time frames, later becomes unavailable, or its prospectus is suspended for certain periods.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company. | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 1, 2026, NN, Inc. (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 11,275,605 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4,824,395 shares of Common Stock (the “Pre-Funded Warrant Shares”), in a private placement transaction (the “Private Placement”). The purchase price per share of Common Stock is $3.30 per share (the “Per Share Purchase Price”) and the purchase price per Pre-Funded Warrant is $3.29 (the “Per Pre-Funded Warrant Purchase Price”), for total gross proceeds of approximately $53 million. Each Pre-Funded Warrant has an exercise price of $0.01 per share of Common Stock, is immediately exercisable, subject to certain conditions set forth in the Pre-Funded Warrants, and will not expire. On October 5, 2026, the Company closed on the Private Placement, resulting in approximately $50 million of net proceeds to the Company after deducting placement agent fees and estimated offering expenses. Immediately following the issuance of the Shares, the Company had 93,744,210 shares of Common Stock outstanding.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, customary conditions to closing, and indemnification obligations of the Company and the Purchasers.
Lake Street Capital Markets, LLC acted as placement agent (the “Placement Agent”) for the Private Placement. The Placement Agent received a fee equal to 6.0% of the aggregate gross proceeds from the securities sold at the Closing, plus the reimbursement of certain expenses.
In connection with the Private Placement, on October 1, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers. Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers of the Shares and the Pre-Funded Warrant Shares within 45 days following the date of the Registration Rights Agreement (the “Filing Date”) and to use commercially reasonable efforts to cause such registration statement to be declared effective within 45 days following the Filing Date (or in the case of a “full review” by the Securities and Exchange Commission (the “SEC”), within 90 days following the Filing Date) and to keep such registration statement effective until the date the Shares and Pre-Funded Warrant Shares covered by such registration statement have been sold or may be resold without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144. In the event that such registration statement is not filed or declared effective within the time frames set forth in the Registration Rights Agreement, such effective registration statement subsequently becomes unavailable, or use of the prospectus contained in such registration statement is suspended for certain periods of time, the Company will be required to pay certain liquidated damages to the Purchasers. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares and Pre-Funded Warrant Shares.
The Registration Rights Agreement contains covenants and other provisions customary for transactions of this nature. Pursuant to the Registration Rights Agreement, the Company and the Purchasers have each also granted customary indemnification rights to the other in connection with the registration statement.
The foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Form of Purchase Agreement, Form of Pre-Funded Warrant and Form of Registration Rights Agreement, copies of which are filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 10.2 hereto, respectively, and are incorporated by reference herein.
The representations, warranties and covenants contained in the Purchase Agreement, Pre-Funded Warrants and the Registration Rights Agreement were made solely for the benefit of the parties thereto and the placement agent expressly named as a third-party beneficiary thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement, Pre-Funded Warrants and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
ITEM 3.02 UNREGISTERED SALE OF SECURITIES
The information contained above in Item 1.01 relating to the private placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the securities described above were offered and sold in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
ITEM 7.01 REGULATION FD DISCLOSURE
On October 2, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished hereto as Exhibit 99.1.
Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, the information furnished pursuant to this Item 7.01 of this Current Report (including Exhibit 99.1) is deemed to have been furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 4.1 | Form of Pre-Funded Warrant | |||||||
| 10.1 | Form of Securities Purchase Agreement | |||||||
| 10.2 | Form of Registration Rights Agreement | |||||||
| 99.1 | Press Release, dated October 2, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||
| Date: | October 5, 2026 | ||||
| NN, INC. | ||||||||
| By: | /s/ Christopher H. Bohnert | |||||||
| Name: | Christopher H. Bohnert | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
NN, Inc. Announces $50 Million
Net Private Placement of Common Stock and Pre-Funded Warrants
Capital will be used to eliminate all of its preferred stock and to support business growth
FOR IMMEDIATE RELEASE
CHARLOTTE, N.C., October 2, 2026 – NN, Inc. (“NN” or the “Company”) (NASDAQ: NNBR), a global leader in precision manufacturing, today announced it has entered into a securities purchase agreement for a private investment in public equity financing (the “PIPE”) that is expected to result in net proceeds of approximately $50 million after deducting placement agent fees and offering expenses. The PIPE is expected to close on or about October 5, 2026, subject to the satisfaction of customary closing conditions.
Capital Raise Overview
Pursuant to the terms of the securities purchase agreement, at the closing of the PIPE, NN will issue an aggregate of 16.1 million shares of common stock (or prefunded warrants in lieu thereof) at a price of $3.30 per share (or $3.29 per pre-funded warrant). Each pre-funded warrant has an exercise price of $0.01 per share of common stock, will be immediately exercisable, subject to certain conditions set forth in each pre-funded warrant, and will not expire.
There are 10 investors making this investment from a mix of both existing shareholders and new shareholders. The investment was significantly over-subscribed and allocations were made across the investor base. The capital raise was enabled by the Company’s recent increase of its authorized common stock achieved via shareholder vote.
Use of Proceeds and Update
Preferred Stock Elimination and Deleverage - NN will use the majority of the net proceeds from this capital raise for the final redemption and complete elimination of the Company’s remaining Series D Preferred Stock held by investment funds managed by Morgan Stanley Tactical Value funds. This preferred stock arrangement was entered into over 5 years ago. With this anticipated action, NN will have eliminated all of its dilutive equity securities in the last 3 months. Additionally, the Company has now achieved a cashflow balance for servicing its debt on an on-going basis and lowered its leverage on a pro-forma basis.
Fund Existing Business Growth and Next-Gen Sales Expansion - NN will use the remainder of the net proceeds to fund the Company’s growth both current growth and future growth. NN is successfully growing and expanding its business consistent with its 5 Pillar growth strategy. The growth investment takes two forms – capital expenditures for new equipment for future sales and working capital for increasing current sales.
Q3 Update – Q3 2026 was another high sales growth quarter for NN and sales were at the highest levels in the last 8 years. New business awards are at the highest levels ever. The company has secured approximately $130 million of
annual new business over the last 12 months. Additionally, after successfully launching a brand-new product line this year in liquid cooling connectors, the company is readying its entry into another brand-new product area - cable assemblies - with a new plant startup in Mexico. This new product line will further enable the company to aggressively grow sales in data center, grid, medical, defense & electronics, and high value vehicle.
Harold Bevis, President and CEO of NN, commented, “NN has transformed its financial profile during 2026 with strong operating performance and several capital markets actions. The Company is moving along its multi-year path. This PIPE transaction completes a significant step in our balance sheet evolution. We are eliminating the Series D preferred stock with this action and setting the Company up for its next phase of growth and common stock value increases. We have a great set of investors now and together we are committed to breakthrough, exceptional performance. Next up for NN is to refinance its high-cost Term Loan. We believe we can achieve a strong multi-million dollar cash interest reduction and further increase value for our common stock holders.”
“NN’s key target markets of Data Center, Defense & Electronics, and Medical Products are strong and we are expanding our presence in them. Through the end of September, we secured approximately $130 million of new business over the last 12 months. Our business development team is prospecting and winning new business big-time. We have won over 200 programs this year and the year is not over. Importantly, we are in full-scale launch mode to bring these new wins online and into our sales streams to further boost our sales. Our best days are before us.”
“We would like to thank our banking team, legal advisers and investors for their active leadership completing this PIPE. Lake Street Capital Markets, LLC acted as the sole placement agent for the PIPE. Dentons US LLP served as sole legal counsel to NN for the PIPE. Faegre Drinker served as counsel to the placement agent. Alpha IR served as investor relations and public communications lead for NN.”
The securities being issued and sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Concurrently with the execution of the securities purchase agreement, NN and the investors named therein entered into a registration rights agreement pursuant to which NN has agreed to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) registering the resale of the shares of common stock.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About NN, Inc.
NN, Inc. (NASDAQ: NNBR) is an entrepreneurial manufacturing company specializing in manufacturing micron-toleranced precision metal componentry for high-growth end markets, especially Data Center, Electric Grid, Medical, Defense, and High-Value Vehicle systems. Founded in 1980, NN serves over 700 customers on 4 continents through its 2,550 person workforce operating out of 27 global plants. This footprint enables rapid innovation and global scaled solutions. For more information, visit nninc.com.
Forward Looking Statements
This press release may contain forward-looking statements regarding our business, operations, and financial performance. Such statements are based on current expectations and assumptions that are subject to a number of risks and uncertainties. Actual results could differ materially. Please refer to our most recently filed Form 10-K and our Form 10-Q for the period following that Form 10-K, including the risk factors described therein. We undertake no obligation to update any forward-looking statement, except as required by law. Given these risks and uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements.
Investor Relations:
Joe Caminiti
NNBR@alpha-ir.com
312-445-2870