What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-12 compared with 2023-03-10 · 64 added, 140 removed, 172 unchanged (54% of the section changed)

14 unchanged sentences

Other Information

Adoption or Termination of Trading Arrangements

During the quarter ended December 31, 2023, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

42 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Stockholders’ Equity

Notes to Consolidated Financial Statements

7 unchanged sentences

8-K 000-23486 2.1 July 22, 2014

2.2 Stock Purchase Agreement, dated as of August 17, 2015, by and among NN, Inc., Precision Engineered Products Holdings, Inc.

and PEP Industries, LLC

8-K 000-23486 2.1 August 18, 2015

2.3 Purchase Agreement, dated as of July 10, 2017, by and between NN, Inc.

and TSUBAKI NAKASHIMA Co., Ltd.

8-K 000-23486 2.1 July 10, 2017

2.4 Stock Purchase Agreement, dated as of April 2, 2018, by and among NN, Inc.

Precision Engineered Products LLC, Paragon Equity LLC, and PMG Intermediate Holding Corporation

8-K 000-23486 2.1 April 3, 2018

2.5 Stock Purchase Agreement, dated as of August 22, 2020, by and between NN, Inc., Precision Engineered Products Holdings, Inc.

and ASP Navigate Acquisition Corp.

8-K 001-39268 2.1 August 24, 2020

3.1 Restated Certificate of Incorporation of NN, Inc.

6 unchanged sentences

8-K 000-23486 3.2 May 20, 2019

3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of NN, Inc., as filed with the Secretary of the State of Delaware

8-K 000-23486 3.1 December 18, 2008

3.5 Certificate of Designation of Series B Convertible Preferred Stock of NN, Inc.

8-K 000-23486 3.1 December 11, 2019

3.6 Certificate of Designations of Series C Junior Participating Preferred Stock of NN, Inc.

8-K 000-23486 3.1 April 16, 2020

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

3.4 Amended and Restated By-Laws of NN, Inc.

15 unchanged sentences

8-K 000-39268 4.1 March 22, 2021

10.1* NN, Inc.

2005 Stock Incentive Plan

S-8 333-130395 4.1 December 16, 2005

10.2* NN, Inc.

2011 Amended and Restated Stock Incentive Plan

DEF14A 000-23486 Appendix A April 1, 2016

4.7 Common Stock Purchase Warrant

8-K 001-39268 4.1 March 7, 2023

10.1* Form of Indemnification Agreement

S-3/A 333-89950 10.6 July 15, 2002

10.4* Elective Deferred Compensation Plan, dated February 26, 1999

10-K 000-23486 10.16 March 31, 1999

10.2 Escrow Agreement, effective as of August 29, 2014, by and among NN, Inc., Newport Global Advisors, L.P., John C.

1 unchanged sentence

8-K 000-23486 10.3 September 2, 2014

10.6 Indemnity Agreement, effective as of August 29, 2014, by and among NN, Inc.

and each of the shareholders of Autocam Corporation identified therein

8-K 000-23486 10.4 September 2, 2014

10.7* Executive Employment Agreement, dated September 9, 2014, between NN, Inc.

and Warren A.

10-K 000-23486 10.27 March 16, 2015

10.8 Amendment and Restatement Agreement, dated as of September 30, 2016, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, KeyBank National Association and Regions Bank

8-K 000-23486 10.1 October 3, 2016

10.9 Incremental Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2016, among NN, Inc., the Guarantors, HomeTrust Bank, as 2016 Revolving Credit Increase Lender, KeyBank National Association, as an L/C Issuer, Regions Bank, as Swing Line Lender and an L/C Issuer, and SunTrust Bank, as Administrative Agent and an L/C Issuer

8-K 000-23486 10.1 November 4, 2016

10.10 NN, Inc.

2016 Omnibus Incentive Plan

DEF14A 000-23486 Appendix A November 10, 2016

10.11 Form of Incentive Stock Option Agreement under the 2016 Omnibus Incentive Plan

10-K 000-23486 10.18 March 16, 2017

10.12 Form of Nonqualified Stock Option Agreement under the 2016 Omnibus Incentive Plan

10-K 000-23486 10.19 March 16, 2017

10.13 Form of Restricted Share Award Agreement under the 2016 Omnibus Incentive Plan

10-K 000-23486 10.20 March 16, 2017

10.14 Form of Performance Share Unit Award Agreement under the 2016 Omnibus Incentive Plan

10-K 000-23486 10.21 March 16, 2017

10.15* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc.

and Matthew S.

10-Q 000-23486 10.2 May 4, 2017

Incorporation by Reference

1 unchanged sentence

Exhibit Filing Date

10.16 Amendment No.

1 to Amended and Restated Credit Agreement, dated as of April 3, 2017, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and Regions Bank

8-K 000-23486 10.1 April 4, 2017

10.17 Amendment No.

2 to Amended and Restated Credit Agreement, dated as of August 15, 2017, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, and SunTrust Bank, Regions Bank, JPMorgan Chase Bank, N.A., HomeTrust Bank and Key Bank National Association, collectively, the Revolving Credit Lenders, and SunTrust Bank, as the Administrative Agent.

8-K 000-23486 10.1 August 18, 2017

10.18 Amendment No.

3 to Amended and Restated Credit Agreement, dated as of November 24, 2017, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, as administrative agent, and certain lenders named therein.

8-K 000-23486 10.1 November 24, 2017

10.19 Commitment Letter, dated as of April 2, 2018, by and among NN, Inc., SunTrust Bank and SunTrust Robinson Humphrey, Inc.

8-K 000-23486 10.1 April 3, 2018

10.20 Amendment No.

4 to Amended and Restated Credit Agreement, dated May 7, 2018, by and among NN, Inc., the affiliated Guarantors party thereto, SunTrust Bank, SunTrust Robinson Humphrey, Inc.

and the Lenders party thereto

8-K 000-23486 10.1 May 7, 2018

10.21 Amendment No.

5 to Amended and Restated Credit Agreement, dated December 26, 2018, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

8-K 000-23486 10.1 December 26, 2018

10.22 Cooperation Agreement dated February 25, 2019, by and among NN, Inc., Legion Partners Asset Management, LLC, and certain persons listed therein

8-K 000-23486 10.1 February 26, 2019

10.23 Amendment No.

6 to Amended and Restated Credit Agreement, dated March 15, 2019, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

8-K 000-23486 10.1 March 18, 2019

10.3 Indemnity Agreement, effective as of August 29, 2014, by and among NN, Inc.

and each of the shareholders of Autocam Corporation identified therein

8-K 000-23486 10.4 September 2, 2014

10.4* NN, Inc.

13 unchanged sentences

10-Q 000-23486 10.6 August 9, 2019

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.10* Form of Performance Share Unit Award Agreement under the 2019 Omnibus Incentive Plan.

10-Q 000-23486 10.7 August 9, 2019

10.31* Letter of Understanding and Relocation Agreement, effective as of August 23, 2019, by and between NN, Inc.

and Thomas DeByle.

8-K 000-23486 10.1 August 27, 2019

10.32* Form of Separation Agreement.

8-K 000-23486 10.2 August 27, 2019

10.33* Amendment No.

1 to Executive Employment Agreement, dated as of September 20, 2019, by and between NN, Inc.

and Warren A.

8-K 000-23486 10.1 September 24, 2019

10.34 Securities Purchase Agreement, dated December 5, 2019, by and among NN, Inc.

and the Investors.

8-K 000-23486 10.1 December 11, 2019

10.35 Registration Rights Agreement, dated as of December 11, 2019, by and among NN, Inc.

and the Investors.

8-K 000-23486 10.2 December 11, 2019

10.36 Amendment No.

8 to Amended and Restated Credit Agreement, dated December 19, 2019, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

8-K 000-23486 10.1 December 19, 2019

10.37* Amendment No.

2 to Executive Employment Agreement, dated as of February 17, 2020, by and between NN, Inc.

and Warren A.

8-K 000-23486 10.1 February 20, 2020

10.38* Executive Employment Agreement dated October 3, 2014, between the Company and John R.

10-Q 001-39268 10.1 May 11, 2020

10.39 Amendment No.

1 to Second Amended and Restated Credit Agreement, dated as of July 29, 2020, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank

8-K 001-39268 10.1 July 31, 2020

10.40 Amendment No.

2 to Second Amended and Restated Credit Agreement, dated as of August 22, 2020, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank

8-K 001-39268 10.1 August 24, 2020

10.41* Form of Retention Bonus Agreement

8-K 001-39268 10.1 October 19, 2020

10.11 Securities Purchase Agreement, dated March 22, 2021, by and between NN, Inc.

8 unchanged sentences

8-K 001-39268 10.4 March 22, 2021

10.46 Cooperation Agreement, dated May 13, 2021, among NN, Inc., Corre Partners Management, LLC, and each of the persons listed on the signature page thereto

8-K 001-39268 10.1 May 14, 2021

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.47* Separation Agreement and General Release, dated June 14, 2021, by and between NN, Inc.

and Thomas D.

8-K 001-39268 10.1 June 15, 2021

10.15* Separation Agreement by and between NN, Inc.

6 unchanged sentences

DEF14A 001-39268 Appendix A April 15, 2022

10.18 Amendment No.

2 to Term Loan Credit Agreement, dated as of March 3, 2023, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent

8-K 001-39268 10.1 March 7, 2023

10.19 Amendment No.

1 to Credit Agreement, dated as of March 3, 2023, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

8-K 001-39268 10.2 March 7, 2023

10.20 Warrant Letter Agreement, dated as of March 3, 2023, by and between NN, Inc.

and the affiliates of Oaktree Capital Management, L.P.

party thereto

8-K 001-39268 10.3 March 7, 2023

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.21 Separation Agreement and General Release, dated as of April 28, 2023, by and between NN, Inc.

and Matthew S.

8-K 001-39268 10.1 April 28, 2023

10.22 Letter of Understanding, dated May 8, 2023, by and between NN, Inc.

and Harold Bevis .

8-K 001-39268 10.1 May 9, 2023

10.23 Form of Restricted Share Award Agreement, by and between NN, Inc.

and Harold Bevi s.

8-K 001-39268 10.2 May 9, 2023

10.24 Form of Performance Share Unit Award Agreement, by and between NN, Inc.

and Harold Bevis .

8-K 001-39268 10.3 May 9, 2023

10.25 Form of Separation Agreement, by and between NN, Inc.

and Harold Bevis .

8-K 001-39268 10.4 May 9, 2023

10.26 Executive Employment Agreement, effective as of August 10, 2023, by and between NN Canada, Inc.

and Tim French.

8-K 001-39268 10.1 August 8, 2023

10.27 Form of Restricted Share Award Agreement, by and between NN, Inc.

and Tim French.

8-K 001-39268 10.2 August 8, 2023

10.28 Form of Performance Share Unit Award Agreement, by and between NN, Inc.

and Tim French.

8-K 001-39268 10.3 August 8, 2023

10.29 Form of Separation Agreement, by and between NN Canada, Inc.

and Tim French.

8-K 001-39268 10.4 August 8, 2023

10.30 Form of Indemnification Agreement, by and between NN Canada, Inc.

and Tim French.

8-K 001-39268 10.5 August 8, 2023

10.31*# Form of Restricted Share Award Agreement under the 2022 Omnibus Incentive Plan.

10.32*# Form of Performance Share Unit Award Agreement under the 2022 Omnibus Incentive Plan.

21.1# List of Subsidiaries of NN, Inc.

4 unchanged sentences

32.2## Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act

97.1# Amended and Restated Incentive Compensation Recoupment Policy

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)

3 unchanged sentences

101.PRE# XBRL Taxonomy Extension Presentation Linkbase Document

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

101.DEF# XBRL Taxonomy Extension Definition Linkbase Document

3 unchanged sentences

# Filed herewith

## This certification is being furnished solely to accompany this Annual Report on Form 10-K 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 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

## This certification is being furnished solely to accompany this Annual Report pursuant to 18 U.S.C.

Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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.

/s/ Warren A.

/s/ Harold C.

President, Chief Executive Officer and Director

2 unchanged sentences

Name and Signature Title Date

/s/ Warren A.

Veltman President, Chief Executive Officer and Director

/s/ Harold C.

Bevis President, Chief Executive Officer and Director

(Principal Executive Officer) March 12, 2024

/s/ Michael C.

Felcher Senior Vice President – Chief Financial Officer

Felcher Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer) March 12, 2024

2 unchanged sentences

Benvenuti Director March 12, 2024

/s/ Robert E.

Brunner Director March 10, 2023

/s/ Christina E.

4 unchanged sentences

Rajeev Gautam, Ph.D.

/s/ Shihab Kuran, Ph.D.

Director March 10, 2023

Shihab Kuran, Ph.D.

/s/ Thomas H.

Director March 12, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures