NN reports $4.59M net loss for Q3 2026

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For the quarterly period ended June September 30, 2026

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As of August 5, October 21, 2026, there were 82,580,864 93,744,244 shares of the registrant s common stock, par value $0.01 per share, outstanding.

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Financial statements 169 changes

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June 30, Six Months Ended

September 30, Nine Months Ended

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Net sales $ 128,741 $ 107,921 $ 247,193 $ 213,609

Selling, general, and administrative expense 12,570 12,095 25,864 23,265

Depreciation and amortization 9,344 8,918 18,584 17,692

Other operating income, net ( 1,041 ) ( 1,327 ) ( 2,096 ) ( 2,440 )

Income (loss) from operations 1,005 ( 1,464 ) ( 1,053 ) ( 6,253 )

Interest expense 5,720 5,657 11,489 10,851

Other expense (income), net ( 217 ) ( 619 ) 285 ( 2,788 )

Provision for income taxes ( 189 ) ( 774 ) ( 906 ) ( 2,084 )

Share of net income from joint venture 2,420 2,181 4,638 4,620

Net loss $ ( 2,267 ) $ ( 8,102 ) $ ( 9,095 ) $ ( 14,787 )

Net sales $ 131,100 $ 103,882 $ 378,293 $ 317,492

Cost of sales (exclusive of depreciation and amortization shown separately below) 106,863 89,699 205,894 181,345 112,830 86,410 318,724 267,755

Selling, general, and administrative expense 13,287 11,059 39,151 34,325

Depreciation and amortization 9,260 9,064 27,844 26,756

Other operating income, net ( 957 ) ( 404 ) ( 3,053 ) ( 2,843 )

Loss from operations ( 3,320 ) ( 2,247 ) ( 4,373 ) ( 8,501 )

Interest expense 5,467 5,666 16,956 16,517

Loss on extinguishment of debt 3,007 3,007

Other income, net ( 2,919 ) ( 70 ) ( 2,634 ) ( 2,858 )

Loss before provision for income taxes and share of net income from joint venture ( 4,498 5,868 ) ( 9,509 7,843 ) ( 12,827 18,695 ) ( 17,323 25,167 )

Provision for income taxes ( 1,872 ) ( 815 ) ( 2,778 ) ( 2,898 )

Share of net income from joint venture 3,153 1,979 7,791 6,599

Net loss $ ( 4,587 ) $ ( 6,679 ) $ ( 13,682 ) $ ( 21,466 )

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Foreign currency translation gain 1,213 4,454 2,760 7,579

Total other comprehensive income 1,213 4,454 2,760 7,579

Comprehensive loss $ ( 1,054 ) $ ( 3,648 ) $ ( 6,335 ) $ ( 7,208 )

Foreign currency translation gain 468 806 3,228 8,385

Total other comprehensive income 468 806 3,228 8,385

Comprehensive loss $ ( 4,119 ) $ ( 5,873 ) $ ( 10,454 ) $ ( 13,081 )

Basic and diluted net loss per common share $ ( 0.13 ) $ ( 0.26 0.23 ) $ ( 0.38 0.49 ) $ ( 0.48 0.72 )

Shares used to calculate basic and diluted net loss per common share 50,256 49,433 49,982 49,255 78,109 49,605 59,461 49,373

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Prepaid assets 5,296 2,952

Total assets $ 448,619 $ 440,784

(in thousands, except per share data) June September 30,

Cash and cash equivalents $ 16,450 12,290 $ 11,377

Accounts receivable, net of allowances of $ 2,651 1,681 and $ 1,401 at June September 30, 2026 and December 31, 2025

Inventories 69,356 69,620 65,978

Income tax receivable 478 581 13,389

Prepaid assets 6,941 2,952

Other current assets 10,676 11,496 10,526

Total current assets 174,349 178,153 164,007

Property, plant and equipment, net of accumulated depreciation of $ 277,576 282,123 and $ 265,399 at June September 30, 2026 and December 31, 2025

Operating lease right-of-use assets 32,370 31,270 35,155

Intangible assets, net 23,978 20,573 30,789

Investment in joint venture 48,474 48,008 42,543

Deferred tax assets 1,674 1,775 1,673

Other non-current assets 7,049 7,019 7,732

Total assets $ 450,894 $ 440,784

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Accounts payable $ 56,405 $ 49,442

Total liabilities 305,280 294,377

Accounts payable $ 59,663 $ 49,442

Accrued salaries, wages and benefits 15,184 17,270 14,004

Income tax payable 343 468 553

Current maturities of long-term debt 3,257 2,962 5,791

Current portion of operating lease liabilities 6,113 6,409 6,430

Other current liabilities 16,332 15,116 13,575

Total current liabilities 97,634 101,888 89,795

Deferred tax liabilities 3,862 4,077 4,312

Long-term debt, net of current maturities 163,227 165,851 153,758

Operating lease liabilities, net of current portion 33,790 32,401 37,092

Other non-current liabilities 6,767 7,351 9,420

Total liabilities 311,568 294,377

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Series D perpetual preferred stock - $ 0.01 par value per share, 65 shares authorized, 18 issued and outstanding at June September 30, 2026 and 65 issued and outstanding at December 31, 2025

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Accumulated deficit ( 376,720 ) ( 367,625 )

Common stock - $ 0.01 par value per share, 90,000 180,000 shares authorized, 52,574 82,469 and 50,196 shares issued and outstanding at June September 30, 2026 and December 31, 2025

Additional paid-in capital 433,225 519,565 439,700

Accumulated deficit ( 381,307 ) ( 367,625 )

Accumulated other comprehensive loss ( 35,819 35,351 ) ( 38,579 )

Total stockholders equity 21,211 103,732 33,998

Total liabilities, preferred stock, and stockholders equity $ 448,619 450,894 $ 440,784

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Net loss $ ( 9,095 ) $ ( 14,787 )

Depreciation and amortization 18,584 17,692

Paid-in-kind interest 3,283 1,236

Net loss $ ( 13,682 ) $ ( 21,466 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 27,844 26,756

Amortization of debt issuance costs and discount 499 1,024 750 1,255

Paid-in-kind interest 5,007 2,148

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and 89 more changes in the filing

Note 1: Interim Financial Statements 6 changes

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 September 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.

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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 nine months ended June September 30, 2026 and 2025; financial position as of June September 30, 2026 and December 31, 2025; and cash flows for the six nine months ended June September 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 nine months ended June September 30, 2026, are not necessarily indicative of results for the year ending December 31, 2026, or any other future periods.

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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.

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During the year ended December 31, 2025, we ceased production activity at our Mobile Solutions plant in Dowagiac, Michigan. The assets that we own have been classified as held for sale as of June September 30, 2026 as we are actively marketing the property and equipment for sale. The net book value of remaining assets held for sale of $ 1.0 million is included in Other current assets on the Condensed Consolidated Balance Sheets as of June September 30, 2026.

Note 2: Segment Information 146 changes

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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 amounts allocated to our two reportable segments, we report a Corporate category, which includes certain corporate costs and unallocated expenses Accounting for that are not allocated to the reportable segments and are included in reconciliations to consolidated results. Transactions between segments are recorded at cost.

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Solutions Corporate and Eliminations Total

Net sales $ 66,590 $ 62,293 $ ( 142 ) $ 128,741

Cost of sales 59,066 47,949 ( 152 ) 106,863

Depreciation expense 4,788 781 369 5,938

Other segment items (1) 769 1,792 ( 196 ) 2,365

Segment operating (loss) income $ ( 1,947 ) $ 9,049 $ ( 6,097 ) $ 1,005

Solutions Corporate and Eliminations Total

Net sales $ 63,391 $ 44,641 $ ( 111 ) $ 107,921

Cost of sales 55,817 33,997 ( 115 ) 89,699

Selling, general, and administrative expense 3,785 2,387 5,923 12,095

Depreciation expense 4,294 804 414 5,512

Other segment items (1) 605 1,671 ( 197 ) 2,079

Segment operating (loss) income $ ( 1,110 ) $ 5,782 $ ( 6,136 ) $ ( 1,464 )

Loss on extinguishment of debt 3,007

Solutions Corporate and Eliminations Total

Net sales $ 129,703 $ 117,693 ( 203 ) $ 247,193

Cost of sales 114,699 91,418 ( 223 ) 205,894

Selling, general, and administrative expense 8,050 5,765 12,049 25,864

Depreciation expense 9,451 1,581 741 11,773

Segment operating (loss) income $ ( 4,022 ) $ 15,346 $ ( 12,377 ) $ ( 1,053 )

Interest expense 11,489

Other expense, net 285

Solutions Corporate and Eliminations Total

Net sales $ 125,635 $ 88,149 ( 175 ) $ 213,609

Cost of sales 112,267 69,265 ( 187 ) 181,345

Selling, general, and administrative expense 7,323 5,069 10,873 23,265

Depreciation expense 8,503 1,584 794 10,881

Other segment items (1) 1,339 3,426 ( 394 ) 4,371

Segment operating (loss) income $ ( 3,797 ) $ 8,805 $ ( 11,261 ) $ ( 6,253 )

Interest expense 10,851

Three Months Ended June September 30, 2026 Mobile

Net sales to external customers $ 67,985 $ 63,115 $ 131,100

Intersegment net sales 192 63 255

Total net sales 68,177 63,178 131,355

Reconciliation of net sales:

Elimination of intersegment net sales ( 255 )

Total consolidated net sales $ 131,100

Cost of sales 64,617 48,477

Selling, general, and administrative expense 4,300 2,921

Depreciation expense 4,712 774

Other segment items (1) 836 1,806

Segment operating (loss) income ( 6,288 ) 9,200 2,912

Reconciliation of segment operating (loss) income:

Elimination of intersegment profits ( 9 )

Unallocated expenses (2) 6,241

Interest expense 5,720 5,467

Other income, net ( 217 2,919 )

Loss before provision for income taxes and share of net income from joint venture $ ( 4,498 5,868 )

(1) Other segment items include amortization expense and other operating expenses and income.

(2) Unallocated expenses consist of selling, general, and administrative expense of $ 6.1 million, depreciation expense of $ 0.4 million, and other operating income of $ 0.2 million from our corporate headquarters that are not allocated to segments.

Three Months Ended June September 30, 2025 Mobile

Net sales to external customers $ 58,935 $ 44,947 $ 103,882

Intersegment net sales 182 1 183

Total net sales 59,117 44,948 104,065

Reconciliation of net sales:

Elimination of intersegment net sales ( 183 )

Total consolidated net sales $ 103,882

Cost of sales 52,286 34,318

Selling, general, and administrative expense 3,914 2,722 5,934 12,570 3,830 2,586

Depreciation expense 4,451 818

Other segment items (1) 1,525 3,583 ( 393 ) 4,715 1,404 1,794

Segment operating (loss) income ( 2,854 ) 5,432 2,578

Reconciliation of segment operating (loss) income:

Elimination of intersegment profits ( 11 )

Unallocated expenses (2) 4,836

Interest expense 5,657 5,666

Other income, net ( 619 70 )

Loss before provision for income taxes and share of net income from joint venture $ ( 9,509 7,843 )

(1) Other segment items include amortization expense and other operating expenses and income.

(2) Unallocated expenses consist of selling, general, and administrative expense of $ 4.6 million, depreciation expense of $ 0.4 million, and other operating income of $ 0.2 million from our corporate headquarters that are not allocated to segments.

Six Nine Months Ended June September 30, 2026 Mobile

Net sales to external customers $ 197,485 $ 180,808 $ 378,293

Intersegment net sales 395 63 458

Total net sales 197,880 180,871 378,751

Reconciliation of net sales:

Elimination of intersegment net sales ( 458 )

Total consolidated net sales $ 378,293

Cost of sales 179,316 139,895

Selling, general, and administrative expense 12,350 8,686

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and 66 more changes in the filing

Note 3: Revenue from Contracts with Customers 69 changes

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Three Months Ended June September 30, 2026 Mobile

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Global Automotive $ 44,718 $ 8,615 $ $ 53,333

Data Center & Electric Grid 171 31,163 31,334

Industrial 1,912 14,506 16,418

Commercial Vehicle 14,404 14,404

Defense & Electronics 5,234 3,955 9,189

Medical 151 4,054 4,205

Eliminations ( 142 ) ( 142 )

Total net sales $ 66,590 $ 62,293 $ ( 142 ) $ 128,741

Global Automotive $ 46,016 $ 7,313 $ $ 53,329

Data Center & Electric Grid 517 24,841 25,358

Industrial 1,374 10,417 11,791

Commercial Vehicle 14,620 289 14,909

Defense & Electronics 5,524 16,902 22,426

Medical 126 3,416 3,542

Eliminations ( 255 ) ( 255 )

Total net sales $ 68,177 $ 63,178 $ ( 255 ) $ 131,100

Three Months Ended June September 30, 2025 Mobile

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Global Automotive $ 42,811 $ 7,840 $ $ 50,651

Industrial 967 11,243 12,210

Commercial Vehicle 14,961 14,961

Defense & Electronics 4,559 3,109 7,668

Medical 93 4,005 4,098

Eliminations ( 111 ) ( 111 )

Total net sales $ 63,391 $ 44,641 $ ( 111 ) $ 107,921

Global Automotive $ 42,701 $ 7,937 $ $ 50,638

Data Center & Electric Grid 18,444 18,444 17,680 17,680

Industrial 1,061 12,688 13,749

Commercial Vehicle 9,953 9,953

Defense & Electronics 5,309 3,281 8,590

Medical 93 3,362 3,455

Eliminations ( 183 ) ( 183 )

Total net sales $ 59,117 $ 44,948 $ ( 183 ) $ 103,882

Six Nine Months Ended June September 30, 2026 Mobile

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Global Automotive $ 85,470 $ 16,763 $ $ 102,233

Data Center & Electric Grid 158 56,396 56,554

Industrial 3,234 29,171 32,405

Commercial Vehicle 28,735 28,735

Defense & Electronics 11,893 8,002 19,895

Medical 213 7,361 7,574

Eliminations ( 203 ) ( 203 )

Total net sales $ 129,703 $ 117,693 $ ( 203 ) $ 247,193

Global Automotive $ 131,486 $ 24,076 $ $ 155,562

Data Center & Electric Grid 675 81,237 81,912

Industrial 4,608 39,588 44,196

Commercial Vehicle 43,355 289 43,644

Defense & Electronics 17,417 24,904 42,321

Medical 339 10,777 11,116

Eliminations ( 458 ) ( 458 )

Total net sales $ 197,880 $ 180,871 $ ( 458 ) $ 378,293

Six Nine Months Ended June September 30, 2025 Mobile

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Global Automotive $ 83,650 $ 15,077 $ $ 98,727

Industrial 5,370 20,822 26,192

Commercial Vehicle 27,009 27,009

Defense & Electronics 9,268 6,225 15,493

Medical 338 7,049 7,387

Eliminations ( 175 ) ( 175 )

Total net sales $ 125,635 $ 88,149 $ ( 175 ) $ 213,609

Global Automotive $ 126,351 $ 23,014 $ $ 149,365

Data Center & Electric Grid 38,976 38,976 56,656 56,656

Industrial 6,431 33,510 39,941

Commercial Vehicle 36,962 36,962

Defense & Electronics 14,577 9,506 24,083

Medical 431 10,410 10,841

Eliminations ( 356 ) ( 356 )

Total net sales $ 184,752 $ 133,096 $ ( 356 ) $ 317,492

During the six nine months ended June September 30, 2026 and 2025, a customer in our Mobile Solutions segment represented 11 10 % and 13 11 % of consolidated revenue, respectively.

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 0.7 million and $ 0.3 million as of June September 30, 2026 and December 31, 2025, respectively. Revenue recognized for performance obligations satisfied or partially satisfied during the six nine months ended June September 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 September 30, 2025 and December 31, 2024. respectively. Revenue recognized for performance obligations satisfied or partially satisfied during the six nine months ended June September 30, 2025 included $ 0.1 0.2 million that was included in deferred revenue as of December 31, 2024.

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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 September 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 6 changes

Six Months Ended June 30,

The balance of trade accounts receivable was $ 69.8 63.0 million and $ 61.5 million as of June September 30, 2025 and December 31, 2024, respectively. The following table presents changes in the allowance for credit losses.

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Write-offs and other ( 15 1,080 ) ( 86 180 )

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Balance at end of period $ 2,651 1,681 $ 1,600 1,630

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 nine months ended June September 30, 2026 and 2025, we incurred fees of $ 0.3 0.5 million and $ 0.3 0.4 million, 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).

As of June September 30, 2026, and one customer represented 11 % of consolidated accounts receivable. As of December 31, 2025 there were no customers that represented 10 % of consolidated accounts receivable .

Note 5: Inventories 7 changes

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Raw materials $ 27,631 $ 26,528

Finished goods 19,191 19,711

June September 30, 2026 December 31, 2025

Raw materials $ 29,099 $ 26,528

Work in process 22,534 22,663 19,739

Finished goods 17,858 19,711

Total inventories $ 69,356 69,620 $ 65,978

Note 6: Intangible Assets 5 changes

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Amortization ( 1,677 ) ( 5,134 ) ( 6,811 )

Balance as of June 30, 2026 $ 10,619 $ 13,359 $ 23,978

Amortization ( 2,515 ) ( 7,701 ) ( 10,216 )

Balance as of September 30, 2026 $ 9,781 $ 10,792 $ 20,573

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 nine months ended June September 30, 2026 and 2025.

Note 7: Investment in Joint Venture 4 changes

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Share of earnings 4,638 7,791

Dividends paid by joint venture ( 4,207 )

Foreign currency translation gain 1,293 1,881

Balance as of June September 30, 2026 $ 48,474 48,008

Note 8: Debt 25 changes

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International loans 7,144 8,148

Total debt $ 166,484 $ 159,549

June September 30, 2026 December 31, 2025

Term loan facilities $ 133,537 135,251 $ 120,289

Financing obligations from sale-leaseback transactions 29,313 28,836 30,213

International loans 6,578 8,148

Other financing obligations 1,461

Unamortized debt issuance costs and discount (1) ( 3,510 3,313 ) ( 3,801 )

Total debt $ 168,813 $ 159,549

(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 September 30, 2026 and December 31, 2025, respectively.

We capitalized interest costs of $ 0.6 1.0 million and $ 0.4 0.6 million in the six nine months ended June September 30, 2026 and 2025, respectively, related to construction in progress.

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 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 Loans 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, and 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 September 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 13.75 %.

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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 September 30, 2026.

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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.

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 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.

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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 September 30, 2026, based on a an Alternative Base Rate, the interest rate on outstanding borrowings under the ABL Facility was 7.25 7.50 %. 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 September 30, 2026, there were no outstanding borrowings under the ABL Facility, $ 11.4 12.4 million of outstanding letters of credit, and $ 35.3 34.7 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 September 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 such guarantors assets. The ABL Agent, for itself and on behalf of the Lenders, has a first lien on accounts receivable and inventory.

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$ 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.

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 $ 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 3 and 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 8.90 %.

International Loans & Other Financing Obligations

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 2.22 % at June September 30, 2026. The increase in our financing obligation reflects $1.5 million paid to vendors on our behalf for an equipment lease arrangement that had not commenced as of September 30, 2026.

Note 10: Leases 10 changes

2 unchanged paragraphs

Operating cash flows used in operating leases $ 4,262 6,384 $ 4,315 6,484

Operating cash flows used in finance leases 219 256 305 385

Financing cash flows used in finance leases 2,225 1,960 3,404 2,954

Right-of-use assets obtained in exchange for new finance lease liabilities 2,313 276 4,091 1,755

We recognized sublease income of $ 1.9 2.9 million in each of the six nine months ended June September 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).

1 unchanged paragraph

Financial Statement Line Item June September 30, 2026 December 31, 2025

Finance lease assets Property, plant and equipment, net 19,087 20,193 18,108

Finance lease current liabilities Other current liabilities 4,428 4,496 4,163

Finance lease non-current liabilities Other non-current liabilities 3,985 4,558 4,110

Total finance lease liabilities $ 8,413 9,054 $ 8,273

Note 12: Income Taxes 1 change

Our effective tax rate was ( 4.2 31.9 )% and ( 7.1 14.9 )% for the three and six nine months ended June September 30, 2026, respectively, and ( 8.1 10.4 )% and ( 12.0 11.5 )% for the three and six nine months ended June September 30, 2025, respectively. The effective tax rate for the three and six nine months ended June September 30, 2026 differs from the U.S. federal statutory tax rate of 21 % primarily due to the accrual of tax on non- permanently non-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 25 changes

1 unchanged paragraph

June 30, Six Months Ended

Net loss $ ( 2,267 ) $ ( 8,102 ) $ ( 9,095 ) $ ( 14,787 )

Weighted average common shares outstanding 52,677 50,404 51,538 50,197

Adjustment for participating securities ( 2,421 ) ( 2,429 ) ( 2,273 ) ( 2,401 )

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.

September 30, Nine Months Ended

Net loss $ ( 4,587 ) $ ( 6,679 ) $ ( 13,682 ) $ ( 21,466 )

Adjustment for preferred stock cumulative dividends and deemed dividends (1) ( 4,281 5,677 ) ( 4,614 4,832 ) ( 9,719 15,396 ) ( 9,021 13,853 )

Numerator for basic and diluted net loss per common share $ ( 6,548 10,264 ) $ ( 12,716 11,511 ) $ ( 18,814 29,078 ) $ ( 23,808 35,319 )

Weighted average common shares outstanding 80,120 50,272 61,170 50,222

Adjustment for participating securities ( 2,011 ) ( 2,125 ) ( 2,185 ) ( 2,308 )

Adjustment for warrants outstanding (1) (2) 1,458 717 476 1,459

Shares used to calculate basic and diluted net loss per common share 50,256 49,433 49,982 49,255 78,109 49,605 59,461 49,373

Basic and diluted net loss per common share $ ( 0.13 ) $ ( 0.26 0.23 ) $ ( 0.38 0.49 ) $ ( 0.48 0.72 )

(1) Includes deemed dividend of $3.4 million as described in Note 9.

(1) (2) 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).

1 unchanged paragraph

June 30, Six Months Ended

Stock options 62 134 68 151

September 30, Nine Months Ended

Stock options 59 81 65 128

Warrants 1,215 1,500 1,292 1,266 1,500

1 unchanged paragraph

Total antidilutive securities 2,097 2,454 2,180 2,471

Total antidilutive securities 2,094 2,401 2,151 2,448

Stock options excluded from the calculations of diluted net loss per common share have a per share exercise price ranging from $ 7.93 to $ 24.55 for the three and six nine months ended June September 30, 2026. Warrants excluded from the calculation of diluted net loss per common share have a per share exercise price of $ 11.03 (see Note 16). Performance share units are potentially dilutive when the related performance criterion has been met.

Note 14: Share-Based Compensation 23 changes

1 unchanged paragraph

June 30, Six Months Ended

Restricted stock $ 435 $ 470 $ 920 $ 1,020

Performance share units 373 331 689 620

Share-based compensation expense $ 808 $ 801 $ 1,609 $ 1,640

September 30, Nine Months Ended

Restricted stock $ 427 $ 464 $ 1,347 $ 1,484

Performance share units 285 273 974 893

Share-based compensation expense $ 712 $ 737 $ 2,321 $ 2,377

The following table presents the status of unvested restricted stock awards as of June September 30, 2026, and activity during the six nine months then ended.

2 unchanged paragraphs

Forfeited ( 69 ) 2.55

Unvested at June 30, 2026 2,194 $ 1.66

Forfeited ( 181 ) 1.58

Unvested at September 30, 2026 1,956 $ 1.64

During the six nine months ended June September 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 nine months ended June September 30, 2026, was $ 1.8 2.1 million.

1 unchanged paragraph

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 September 30, 2026, and activity during the six nine months then ended.

2 unchanged paragraphs

Nonvested at June 30, 2026 4,311 $ 1.48

Forfeited ( 271 ) 1.84

Nonvested at September 30, 2026 4,606 $ 1.74

During the nine months ended September 30, 2026, we granted 1,124,000 PSUs to certain executive officers.

During Of the six months ended June 30, 2026, we shares granted, 558,000 PSUs to certain executive officers, which shares granted will vest, if at all, upon our achieving achievement of a specified relative total shareholder return ( TSR ), which will be measured against the total shareholder return TSR of a specified index during the three-year performance period that ends December 31, 2028.

The remaining 566,000 shares granted will vest, if at all, upon achievement of performance goals based on four equally weighted metrics: (i) the Company s cumulative adjusted EBITDA, (ii) free cash flow, and (iii) net sales, in each case, during the period beginning January 1, 2026 and ending December 31, 2028, and (iv) the Company s TSR as compared to the TSR of a specified group of peer companies during the three-year period that ends December 31, 2028.

The grant date fair value of the portion of the PSU awards subject to performance conditions is based on the closing price of our common stock on the grant date, and the related compensation cost is recognized based on the number of shares expected to vest under the probable outcome of those conditions.

We estimated the market component grant date fair value of the PSU awards using the a Monte Carlo simulation model, as the total shareholder return metric and changes in stock price are considered market conditions under ASC Topic 718, Compensation Stock Compensation .

Note 15: Accumulated Other Comprehensive Income (Loss) 12 changes

2 unchanged paragraphs

Balance as of March 31, 2026 $ ( 37,032 )

Other comprehensive income 1,213

1 unchanged paragraph

Balance as of March 31, 2025 $ ( 45,042 )

Other comprehensive income 4,454 468

Balance as of September 30, 2026 $ ( 35,351 )

1 unchanged paragraph

Other comprehensive income 806

Balance as of September 30, 2025 $ ( 39,782 )

2 unchanged paragraphs

Other comprehensive income 2,760 3,228

Balance as of June September 30, 2026 $ ( 35,819 35,351 )

1 unchanged paragraph

Balance as of June 30, 2025 $ ( 40,588 )

Other comprehensive income 7,579 8,385

Balance as of September 30, 2025 $ ( 39,782 )

Note 16: Fair Value Measurements 10 changes

3 unchanged paragraphs

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 nine months ended June September 30, 2026, 1,455,000 of the 2023 Warrants have been exercised on a cashless basis. As of June September 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 nine months ended June September 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 nine months ended June September 30, 2026.

1 unchanged paragraph

Change in fair value (1) 250 242

1 unchanged paragraph

Balance as of June September 30, 2026 $ 8

(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).

1 unchanged paragraph

June September 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 $ $ $ 8

3 unchanged paragraphs

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 0.2 years and 1.3 years as of June September 30, 2026 and December 31, 2025, respectively.

1 unchanged paragraph

Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, and debt. As of June September 30, 2026 and December 31, 2025, the carrying values of these financial instruments, except for debt, approximated fair value. The fair value of our debt was $ 153.7 159.6 million and $ 156.9 million, with a carrying amount of $ 166.5 168.8 million and $ 159.5 million, as of June September 30, 2026 and December 31, 2025, respectively. The fair value of debt was calculated by discounting the future cash flows to its present value using prevailing market interest rates for debt with similar creditworthiness, terms and maturities (Level 3).

Note 17: Plant Optimization Activities 4 changes

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. Based on recent developments, we anticipate reopening of our Juarez facility in 2027.

1 unchanged paragraph

The following is a summary of plant optimization reserve activity for the six nine months ended June September 30, 2026.

2 unchanged paragraphs

Balance as of June September 30, 2026 $ 470 464

1 unchanged paragraph

During the six nine months ended June September 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 11 changes

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.

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.

Securities Purchase Agreement

On October 1, 2026, the Company entered into a Securities Purchase Agreement (the October Purchase Agreement ) with certain institutional investors (the October 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 October 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 $ 53.1 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 the October Private Placement, resulting in approximately $ 49.8 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 93,744,244 shares of Common Stock outstanding.

Subsequent Event Final Redemption .

On October 7, 2026, we completed the Final Redemption (as defined in Note 9 - Common Stock and Preferred Stock), redeeming all 18,400 remaining outstanding shares of Series D Preferred Stock for aggregate cash consideration of approximately $ 30.7 million, reflecting the $5.0 million reduction to the aggregate redemption price provided under the Exchange Agreement (as defined in Note 9 - Common Stock and Preferred Stock). Following the Final Redemption, no shares of Series D Preferred Stock remain outstanding, all rights of the Holder with respect to the Series D Preferred Stock terminated, and the Series D Preferred Stock balance within mezzanine equity will be reduced to zero.

MD&A 1 change

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 nine months ended June September 30, 2026. The financial information as of June September 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 145 changes

2 unchanged paragraphs

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,

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.

Third Quarter Results

Net sales for the three months ended September 30, 2026 were $131.1 million, an increase of 26.2% compared to the same period in 2025. Loss from operations was $3.3 million, compared to $2.2 million in the prior year period. Net loss was $4.6 million, compared to $6.7 million in the prior year period.

Redemption of Series D Preferred Stock

During the third quarter and through the date of this report, we completed a series of transactions that retired all of our outstanding Series D Preferred Stock and simplified our capital structure:

On July 2, 2026, we closed a private placement of 24,509,804 shares of common stock at $3.06 per share, resulting in net proceeds of $70.4 million (the July Private Placement ).

On August 5, 2026, we entered into an Exchange Agreement with the sole holder of our Series D Preferred Stock, under which we (i) redeemed 36,750 shares for $70.0 million in cash, equal to the accreted liquidation preference; (ii) issued 5,500,000 shares of common stock in exchange for 9,850 shares, representing $18.8 million; and (iii) obtained a reduction in the cash dividend and preference accrual rate to 10.0% per annum through August 5, 2027, together with a $5.0 million reduction in the aggregate redemption price if we redeemed the remaining shares for cash on or before December 31, 2026.

On October 5, 2026, subsequent to quarter-end, we closed a second private placement of 11,275,605 shares of common stock at $3.30 per share and pre-funded warrants to purchase 4,824,395 shares of common stock at $3.29 per warrant, resulting in total gross proceeds of approximately $53.1 million (the October Private Placement ).

On October 7, 2026, we redeemed the remaining 18,400 shares of Series D Preferred Stock for approximately $30.7 million in cash, reflecting the $5.0 million reduction. No shares of Series D Preferred Stock remain outstanding after October 7, 2026.

As a result of these transactions, we have eliminated the Series D Preferred Stock balance in mezzanine equity. Our common shares outstanding increased to 93,744,244 as of October 5, 2026, excluding shares issuable upon exercise of the pre-funded warrants.

4 unchanged paragraphs

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 and other raw materials. 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.

2 unchanged paragraphs

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. Based on recent developments, we anticipate reopening of our Juarez facility in 2027. We continue to evaluate our global footprint, which may result in further consolidation actions to further improve our overall cost structure.

1 unchanged paragraph

Three Months Ended June September 30, 2026 compared to the Three Months Ended June September 30, 2025

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

6 unchanged paragraphs

1 unchanged paragraph

and 126 more changes in the filing

Market risk 3 changes

2 unchanged paragraphs

1 unchanged paragraph

and 3 more changes in the filing

Controls and procedures 2 changes

1 unchanged paragraph

1 unchanged paragraph

and 2 more changes in the filing

Unregistered sales of stock 10 changes

1 unchanged paragraph

7 unchanged paragraphs

1 unchanged paragraph

and 10 more changes in the filing

Other information 7 changes

1 unchanged paragraph

and 7 more changes in the filing

Exhibits 12 changes

1 unchanged paragraph

12 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

and 12 more changes in the filing