What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-04 compared with 2025-03-06 · 229 added, 156 removed, 942 unchanged (29% of the section changed)

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Plant Optimization Activities

Subsequent Event

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of NN, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), cash flows, and changes in stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

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Net loss $ ( 34,004 ) $ ( 38,273 ) $ ( 50,150 )

Other comprehensive loss:

Other comprehensive income (loss):

Foreign currency translation gain (loss) $ 9,588 $ ( 9,405 ) $ 1,410

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Reclassification adjustments included in net loss, net of tax — ( 1,007 ) ( 1,815 )

Other comprehensive loss $ ( 10,412 ) $ ( 635 ) $ ( 5,218 )

Other comprehensive income (loss) $ 9,588 $ ( 10,412 ) $ ( 635 )

Comprehensive loss $ ( 24,416 ) $ ( 48,685 ) $ ( 50,785 )

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Cash flows from financing activities

Proceeds from asset backed credit facilities 53,000 63,400 61,000

Repayments of asset backed credit facilities ( 53,700 ) ( 58,000 ) ( 62,000 )

Proceeds from long-term debt 118,590 — —

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Repayments of financing obligations ( 1,359 ) ( 781 ) —

Proceeds from short-term debt — 3,648 —

Other ( 5,086 ) ( 3,009 ) 1,681

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Cash and cash equivalents at end of year $ 11,377 $ 18,128 $ 21,903

See Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

Years Ended December 31,

(in thousands) 2024 2023 2022

Supplemental schedule of non-cash investing activities:

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Non-cash additions to debt issuance costs — — 2,712

Non-cash additions to financing obligations 1,304 — —

Supplemental disclosures:

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Dividends accrued for preferred stock — — ( 13,098 ) — ( 13,098 )

Shares issued under stock incentive plans, net of forfeitures 860 9 ( 9 ) — — —

Shares issued under stock incentive plans, net of forfeitures and tax withholdings 3,561 36 ( 57 ) — — ( 21 )

Share-based compensation expense — — 2,821 — — 2,821

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Dividends accrued for preferred stock — — ( 15,698 ) — — ( 15,698 )

Shares issued under stock incentive plans, net of forfeitures and tax withholdings 3,561 36 ( 57 ) — — ( 21 )

Shares issued for warrants exercised 2,395 24 11,352 11,376

Shares issued under stock incentive plans, net of forfeitures 401 4 ( 4 ) — — —

Share-based compensation expense — — 3,140 — — 3,140

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Shares issued for warrants exercised — — — —

Shares issued under stock incentive plans, net of forfeitures 401 4 ( 4 ) — — —

Shares issued under stock incentive plans, net of forfeitures and tax withholdings 484 5 ( 6 ) — — ( 1 )

Share-based compensation expense — — 3,200 — — 3,200

Restricted shares surrendered for tax withholdings under stock incentive plans ( 196 ) ( 2 ) ( 393 ) — — ( 395 )

Other comprehensive loss — — — — ( 10,412 ) ( 10,412 )

Other comprehensive income — — — — 9,588 9,588

Balance as of December 31, 2025 50,196 $ 502 $ 439,700 $ ( 367,625 ) $ ( 38,579 ) $ 33,998

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Accounting Standards Recently Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Segment Reporting (Topic 832):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures related to reportable segments, including significant segment expenses and other segment items.

ASU 2023-07 also permits entities to disclose more than one measure of a segment’s profit or loss and requires quarterly disclosure of certain information that is now only required annually.

We have adopted ASU 2023-07 for the year ended December 31, 2024 on a retrospective basis, and will present the required interim disclosures beginning with our March 31, 2025 Form 10-Q.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

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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.

ASU 2023-09 is effective for fiscal years beginning on or after December 15, 2024, with early adoption permitted, and can be applied on a prospective or retrospective basis.

We plan to adopt ASU 2023-09 in our Form 10-K for the year ended December 31, 2025 and are in the process of assessing the impact on our disclosures.

We have adopted ASU 2023-09 for the year ended December 31, 2025 on a retrospective basis and have presented the tax results for all years to conform to the new guidance.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “ Expense Disaggregation Disclosures (Subtopic 220-40):

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Companies may early adopt and can apply the guidance prospectively or retrospectively.

The Company has not yet determined the potential impact of adopting this standard.

We have not yet determined the potential impact of adopting this standard.

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 is effective for fiscal years beginning on or after December 15, 2025.

We have not yet determined the potential impact of adopting this standard.

Cash and Cash Equivalents

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Stock options are valued using the Black Scholes financial pricing model.

Forefeitures of stock-based compensation awards are accounted for as they occur.

Common Stock and Preferred Stock Dividends

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Revenue, costs, and expenses are translated at average rates prevailing during each reporting period.

Translation adjustments arising from the translation of foreign subsidiary financial statements are reported as a component of other comprehensive income (loss) and accumulated other comprehensive income (loss) within stockholders’ equity.

Translation adjustments arising from the translation of foreign subsidiary financial statements are reported as a component of other comprehensive loss and accumulated other comprehensive income (loss) within stockholders’ equity.

Transactions denominated in foreign currencies, including intercompany transactions, are initially recorded at the current exchange rate at the date of the transaction.

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Net Income (Loss) Per Common Share

In accordance with ASC 260, Earnings Per Share, we allocate earnings or losses to common stockholders and participating securities using the two-class method to compute earnings per share (“EPS”) unless the treasury stock method results in a lower EPS.

The two-class method is an earnings allocation formula that treats participating securities as having rights to earnings that

otherwise would have been available to common stockholders.

The two-class method is an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available to common stockholders.

Participating securities may participate in undistributed earnings with common stock whether or not that participation is conditioned upon the occurrence of a specified event.

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Provision has been made for income taxes on unremitted earnings of certain foreign subsidiaries as these earnings are not deemed to be permanently reinvested.

We recognize income tax positions that meet the more likely than not threshold and accrue interest and potential penalties related to unrecognized income tax positions which are recorded as a component of the provision (benefit) for income taxes.

We treat global intangible low-taxed income (“GILTI”) as a periodic charge in the year in which it arises and therefore do not record deferred taxes for basis differences associated with GILTI.

We eliminate disproportionate tax effects from accumulated other comprehensive income (loss) when the circumstances upon which they are premised cease to exist.

In the event that the actual outcome from future tax consequences differs from management estimates and assumptions or management plans and positions are amended, the resulting change to the provision for income taxes could have a material impact on the consolidated results of operations and financial position.

Fair Value Measurements

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Government Assistance

For the year ended December 31, 2024, we received $ 1.0 million in grants and other programs from various governments outside of the U.S.

For the years ended December 31, 2025 and 2024, we received $ 0.4 million and $ 1.0 million in grants and other programs from various governments outside of the U.S.

These amounts were received as rent abatements and incentives for capital expenditures in specific locations.

Amounts received were recognized as reductions to the underlying expense or capital assets.

Assets Held for Sale

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 December 31, 2025 as we are actively marketing the property and equipment for sale.

During the year ended December 31, 2025, we sold a building and machinery and equipment for $ 1.7 million resulting in a loss of $ 0.4 million, and the net book value of remaining assets held for sale of $ 1.0 million is included in “Other current assets” on the Consolidated Balance Sheets as of December 31, 2025.

Segment Information

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Our technical capabilities can be utilized in numerous applications including for use in battery electric, hybrid electric, and internal combustion engine vehicles.

The group currently manufactures components on a high-volume basis for use in power steering, braking, transmissions, and gasoline fuel system applications, along with components utilized in heating, ventilation and air conditioning and diesel injection and diesel emissions treatment applications.

applications.

This expertise has been gained through investment in technical capabilities, processes and systems, and allows us to provide skilled program management and product launch capabilities.

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Power Solutions is focused on growth in the electrical, general industrial, automotive, and medical end markets.

Within this group we combine materials science expertise with advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies, and finished devices used in applications ranging from power control to transportation electrification.

Within this group we combine materials science expertise with advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal components, assemblies, and finished devices used in applications ranging from power control to transportation electrification.

We manufacture a variety of products including electrical contacts, connectors, contact assemblies, and precision stampings for the electrical end market and high precision products for the aerospace and defense end market utilizing our extensive process technologies for optical grade plastics, thermally conductive plastics, titanium, Inconel, magnesium, and electroplating.

Our medical business includes the production of a variety of tools and instruments for the orthopaedics and medical/surgical end markets.

These divisions 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.

Our medical business includes the production of a variety of tools and instruments for the orthopedics and medical/surgical end markets.

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.

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In addition to our two reportable segments, we report a Corporate category which includes corporate costs and unallocated expenses.

Accounting for transactions between segments are recorded at cost.

The following tables reconcile segment revenues to consolidated loss before provision for income taxes and share of net income from joint venture.

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Interest expense 22,095

Other expense, net 10,730

Loss on extinguishment of debt 349

Other income, net ( 4,558 )

Loss before provision for income taxes and share of net income from joint venture $ ( 45,434 )

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Other segment items (1) 3,700 9,148 ( 338 ) 12,510

Income (loss) from operations $ ( 2,165 ) $ 3,536 $ ( 22,463 ) $ ( 21,092 )

Segment operating income (loss) $ ( 11,749 ) $ 11,096 $ ( 21,151 ) $ ( 21,804 )

Interest expense 21,137

Other income, net ( 5,064 )

Other expense, net 10,730

Loss before provision for income taxes and share of net income from joint venture $ ( 53,671 )

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Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services.

During the year ended December 31, 2022, we received equipment from a customer as part of the selling price of goods transferred.

This noncash consideration was recognized as revenue equal to the fair value of the equipment received.

The following tables summarize revenue by customer industry.

Our products in the automotive industry include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, fuel systems, emissions control, transmissions, moldings, stampings, sensors, and electrical contacts.

Our products in the general industrial industry include high-precision metal and plastic components for a variety of industrial applications including diesel industrial motors, heating and cooling systems, fluid power systems, power tools, and more.

Our products in the automotive and commercial vehicle industry include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, fuel systems, emissions control, transmissions, stampings, sensors, and electrical contacts.

Our products in the general industrial industry include high-precision metal components for a variety of industrial applications including diesel industrial motors, heating and cooling systems, fluid power systems, power tools, and more.

While many of the industries we serve include electrical components, our products in the residential/commercial electrical industry category in the following tables include components used in smart meters, charging stations, circuit breakers, transformers, electrical contact assemblies, precision stampings, welded contact assemblies, specification plating, and surface finishing.

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Eliminations Total

Automotive $ 192,277 $ 28,915 $ — $ 221,192

Automotive and Commercial Vehicle $ 216,419 $ 30,432 $ — $ 246,851

General Industrial 7,890 46,217 — 54,107

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Eliminations Total

Automotive $ 212,582 $ 34,959 $ — $ 247,541

Automotive and Commercial Vehicle $ 192,277 $ 28,915 $ — $ 221,192

General Industrial 71,244 46,490 — 117,734

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Eliminations Total

Automotive $ 197,341 $ 40,890 $ — $ 238,231

Automotive and Commercial Vehicle $ 212,582 $ 34,959 $ — $ 247,541

General Industrial 73,350 52,276 — 125,626

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Changes in the contract liability balances during the year ended December 31, 2025, were not materially impacted by any other factors.

The balance of deferred revenue was $ 0.2 million, $ 0.4 million and $ 0.7

million as of December 31, 2024, 2023 and 2022, respectively.

The balance of deferred revenue was $ 0.3 million , $ 0.2 million, $ 0.4 million and $ 0.7 million as of December 31, 2025, 2024, 2023 and 2022, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the years ended December 31, 2025, 2024 and 2023, included $ 0.2 million , $ 0.4 million and $ 0.7 million, respectively, that was included in deferred revenue as of the prior year-end.

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Sales Concentration

No single customer accounted for 10% or more of consolidated net sales, during the years ended December 31, 2024, 2023, and 2022.

During the year ended December 31, 2025, a customer in our Mobile Solutions segment represented 11 % of consolidated net sales.

During the years ended December 31, 2024 and 2023, no single customer accounted for 10% or more of consolidated net sales.

Accounts Receivable

The balance of trade accounts receivable was $ 66.8 million and $ 75.6 million as of December 31, 2023 and 2022, respectively.

The following table presents changes in the allowance for credit losses.

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Balance at end of year $ 1,401 $ 1,515 $ 1,241

As of December 31, 2024 and 2023, one customer represented 11 % and 13 %, respectively, of our consolidated accounts receivable balance.

As of December 31, 2025, no customer represented 10% or more of our consolidated accounts receivable balance.

As of December 31, 2024, one customer represented 11 % of our consolidated accounts receivable balance.

Amounts due from this customer are primarily related to Mobile Solutions.

Accounts Receivable Sales Programs

We participate in programs established by our customers which allows us to sell certain receivables from that customer on a non-recourse basis to a third-party financial institution.

We participate in programs that allow us to sell certain receivables from customers on a non-recourse basis to a third-party financial institution.

During the years ended December 31, 2025, 2024 and 2023, we incurred fees of $ 0.6 million , $ 1.1 million and $ 1.1 million, respectively, related to the sale of receivables which is recorded in the Other expense (income), net line item on the Consolidated Statements of Operations and Comprehensive Income (Loss).

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Property, plant and equipment, net $ 158,885 $ 162,034

For the years ended December 31, 2024, 2023, and 2022, we recorded depreciation expense of $ 31.6 million, $ 32.0 million, and $ 31.4 million, respectively.

For the years ended December 31, 2025, 2024, and 2023, we recorded depreciation expense o f $ 22.3 million, $ 31.6 million and $ 32.0 million, respectively.

During the year ended 2024, we recognized $ 0.9 million of accelerated depreciation expense due to changes in the estimated remaining useful life of certain machinery and equipment.

We monitor property, plant and equipment for any indicators of potential impairment.

We recognized an impairment of $ 6.5 million for the year ended December 31, 2024, related to machinery and equipment located at a plant that will close in 2025.

We recognized an impairment of $ 6.5 million for the year ended December 31, 2024, related to machinery and equipment located at a plant that closed in 2025.

The machinery and equipment were adjusted down to their fair value, which was determined based on quoted market prices for similar assets.

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Amortization ( 3,354 ) ( 10,369 ) ( 13,723 )

Intangible assets sold (1) — (591) (591)

Balance as of December 31, 2024 15,649 28,761 44,410

Amortization ( 3,353 ) ( 10,268 ) ( 13,621 )

Intangible assets sold (1) — ( 591 ) ( 591 )

Balance as of December 31, 2025 $ 12,296 $ 18,493 $ 30,789

_______________________________

(1) Represents customer relationships associated with the Industrial Molding Corporation business, which was sold during the year ended December 31, 2024 (see Note 18).

(1) Represents customer relationships associated with IMC (as defined below), which was sold during the year ended December 31, 2024 (see Note 18).

The following table shows the cost and accumulated amortization of our intangible assets as of December 31, 2025 and 2024.

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Balance as of December 31, 2024 34,971

Share of earnings 8,870

Dividends paid by joint venture ( 3,046 )

Foreign currency translation gain 1,748

Balance as of December 31, 2025 $ 42,543

The following tables show summarized financial information of the unconsolidated JV.

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Noncurrent liabilities 6,801 7,639

We recognized sales to the JV of $ 0 , $ 0 , and $ 0.1 million during the years ended December 31, 2024, 2023, and 2022, respectively.

There were no sales to the JV recognized during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025 and 2024, we had a receivable due from the JV of $ 0.4 million and $ 0.2 million, respectively.

The following table presents amounts outstanding on our debt facilities.

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Term Loan Facility

On March 22, 2021, we entered into a $ 150.0 million term loan facility (as amended from time to time, the “Term Loan Facility”), on which outstanding borrowings bear interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment (“Adjusted Term SOFR”), subject to a 1.000 % floor, plus an applicable margin of 6.875 %, or 2) the greater of various benchmark rates plus an applicable margin of 5.875 %.

the second quarter of 2023, interest was increased on a paid-in-kind basis at a rate between 1.00 % and 2.00 % (“PIK interest”), dependent on our net leverage ratio for the most recently reported fiscal quarter and subject to reduction upon the occurrence of certain conditions as set forth in the credit agreement governing the Term Loan Facility.

The PIK interest is payable on the loan maturity date of September 22, 2026.

At December 31, 2024, the Term Loan Facility bore interest, including PIK interest, based on one-month Adjusted Term SOFR, at 12.332 %.

The Term Loan Facility requires quarterly principal payments of $ 0.4 million with the remaining unpaid principal amount due at the loan maturity date.

We may be required to make additional principal payments annually that are calculated as a percentage of our excess cash flow, as defined by the lender, based on our net leverage ratio.

The Term Loan Facility is collateralized by all of our assets.

The Term Loan Facility has a first lien on all domestic assets, other than accounts receivable and inventory and has a second lien on domestic accounts receivable and inventory.

We were in compliance with all requirements under the Term Loan Facility as of December 31, 2024.

The Term Loan Facility was issued at a $ 3.8 million discount and we capitalized an additional $ 5.5 million in new debt issuance costs.

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”).

As of December 31, 2025, we had $11.4 million of outstanding letters of credit issued under the ABL Facility and $26.7 million in undrawn commitments, as well as $10.0 million in delayed draw term loan commitments, which was fully drawn in January 2026.

The Term Loans mature on April 16, 2030.

We used the proceeds from the Closing Date Term Loan to repay all of our outstanding obligations under our outstanding term loan facility ( see “2021 Term Loan” below ).

Under the Term Loan Credit Agreement, interest rates on the Term Loans are determined based on the type of Term Loan, the length of the interest period, our Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Agreement).

The Term Loans currently bear interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a credit spread adjustment, subject to a 2.00% floor, plus an applicable margin ranging from 8.75% to 9.75% based on our Consolidated Net Leverage Ratio (as defined herein) (“Adjusted Term SOFR Rate Loans”);

or 2) the greater of various benchmark rates, with certain adjustments, plus an applicable margin ranging from 7.75% to 8.75% based on our Consolidated Net Leverage Ratio (“Base Rate Loans”).

For interest payments due before April 16, 2027, we may elect to pay a portion of interest in-kind (“PIK Election”), subject to a minimum cash interest of 5.25% for Adjusted Term SOFR Rate Loans and 4.25%

for Base Rate Loans.

The applicable margin increases by 0.50% on borrowings to which the PIK Election is made.

At December 31, 2025, the Term Loans bore interest, including amounts we have elected to pay as PIK interest, based on one-month Adjusted Term SOFR, at 13.57 %.

On January 29, 2026, we borrowed $10.0 million on the Delayed Draw Term Loans.

As a result of borrowing the Delayed Draw Term Loans, the applicable margin for all Term Loans increased by 0.50%.

Through January 29, 2026, we incurred a 1.00% commitment fee on undrawn amounts under the Delayed Draw, payable quarterly in arrears.

Subject to certain exceptions, we are required to make principal payments (i) annually that are calculated as a percentage, based on our Consolidated Net Leverage Ratio, of our Excess Cash Flow (as defined in the Term Loan Credit Agreement), (ii) Net Cash Proceeds (as defined in the Term Loan Credit Agreement) of certain non-ordinary course Dispositions (as defined in the Term Loan Credit Agreement) within 10 business days of receipt thereof, and (iii) Net Cash Proceeds from certain insurance events.

We may voluntarily prepay the Term Loans, in whole or part without premium or penalty following April 16, 2027.

If we voluntarily prepay borrowings prior to April 16, 2026, we are subject to a prepayment premium equal to the present value at the prepayment date of (i) 2.00% of the outstanding principal amount of the Term Loans to be prepaid, plus (ii) all remaining scheduled interest payments due on such Term Loans through April 16, 2026 (excluding accrued but unpaid interest to, but not including, the prepayment date), computed using a discount rate equal to the Treasury Rate (determined as of the Business Day prior to such date of prepayment) plus 50 basis points.

If we voluntarily prepay borrowings following April 16, 2026 and prior to April 16, 2027, we are subject to a prepayment premium equal to 2.00% of the principal amount prepaid.

The Term Loan Credit Agreement includes customary representations, warranties and covenants, including, but not limited to, certain financial covenants, such as maximum Consolidated Net Leverage Ratio and minimum Domestic Liquidity (as defined in the Term Loan Credit Agreement), subject, in the case of the Consolidated Net Leverage Ratio covenant, to certain equity cure rights.

We were in compliance with the financial covenants of the Term Loan Facility as of December 31, 2025.

Our obligations under the Term Loan Credit Agreement are guaranteed by certain of our subsidiaries and are required to be guaranteed by certain of our later formed or acquired subsidiaries (collectively, the “Guarantors”).

Our obligations under the Term Loan Credit Agreement are collateralized by substantially all of our and the Guarantors’ assets.

The Term Loan Agent, for itself and on behalf of the Lenders, has a first lien on all domestic assets, other than accounts receivable and inventory, and certain foreign assets and has a second lien on domestic accounts receivable and inventory.

The Term Loan Credit Agreement contains customer events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events.

If an event of default occurs, the lenders under the Term Loan Credit Agreement will be entitled to take various actions, including the termination of any undrawn commitments and the acceleration of amounts due under the Term Loan Credit Agreement.

The Term Loan Facility was issued at a $2.5 million discount and we capitalized an additional $0.7 million in debt issuance costs.

These costs are recorded as a direct reduction to the carrying amount of the associated long-term debt and amortized over the term of the debt.

We had an interest rate swap that changed the applicable variable base rate to a fixed rate of 1.291 % on $ 60.0 million of the outstanding balance of the Term Loan Facility.

During the first quarter of 2023, we terminated the interest rate swap and received cash proceeds of $ 2.5 million which was equal to its fair value.

On December 30, 2024, we entered into a new asset backed credit facility (the “ABL Facility”) which provides for a senior secured revolving credit facility in the amount of $ 50.0 million, of which $ 15.0 million is available in the form of letters of credit and $ 5.0 million is available for the issuance of short-term swingline loans.

The availability of credit under the ABL Facility is limited by a borrowing base calculation derived from accounts receivable and inventory held in the United States.

Outstanding borrowings under the ABL Facility bear interest at either:

1) the one, three or six month SOFR plus 1.50 %, plus an adjustment of 0.10 % (“Term SOFR Rate”);

2021 Term Loan

On March 22, 2021, we entered into a $150.0 million term loan facility (as amended from time to time, the “2021 Term Loan Facility”) which required principal payments of $0.4 million with the remaining unpaid principal amount due at the original loan maturity date of September 22, 2026.

On April 16, 2025, we repaid all of our outstanding obligations under the 2021 Term Loan Facility with the proceeds from the Closing Date Term Loans.

The 2021 Term Loan Facility was collateralized by all of our assets and had a first lien on all domestic assets, other than accounts receivable and inventory and had a second lien on domestic accounts receivable and inventory.

Outstanding borrowings on the 2021 Term Loan bore interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment (“Adjusted Term SOFR”), subject to a 1.000% floor, plus an applicable margin of 6.875%, or 2) the greater of various benchmark rates plus an applicable margin of 5.875%.

Beginning in the second quarter of 2023, interest was increased on a paid-in-kind basis at a rate between 1.00% and 2.00% (“PIK interest”), dependent on our net leverage ratio for the most recently reported fiscal quarter and subject to reduction upon the occurrence of certain conditions as set forth in the credit agreement governing the 2021 Term Loan Facility.

At April 16, 2025, the 2021 Term Loan Facility bore interest, including PIK interest, based on one-month Adjusted Term SOFR, at 12.300%.

The 2021 Term Loan Facility was issued at a $3.8 million discount and we capitalized an additional $5.5 million in debt issuance costs which were amortized over the term of the debt.

During the year ended December 31, 2025, we recognized a $3.0 million loss on extinguishment in connection with the termination of the 2021 Term Loan Facility.

On December 30, 2024, we entered into a Revolving Credit and Security Agreement by and among the Company and PNC Bank National Association as lender and administrative agent (in such capacity, the “ABL Agent”) (as amended from time to time, including by the First Amendment to Revolving Credit and Security Agreement, dated as of April 16, 2025, the “ABL Credit Agreement”).

The ABL Credit Agreement established a new $50 million senior secured asset backed credit facility (the “ABL Facility”) which provides for senior secured revolving loans (“Revolving Loan”) in the amount of $ 50.0 million, and permits the issuance of letters of credit thereunder subject to a $ 15.0 million sublimit.

The availability under the ABL Facility is limited by a borrowing base calculation derived from accounts receivable and inventory held in the United States, less customary reserves and other items.

The final maturity date of the ABL Facility is the earlier of:

1) December 30, 2029;

or 2) 91 days prior to the loan maturity date of the Term Loan Facility.

Under the ABL Facility, Revolving Loans bear interest as either 1) one, three or six month SOFR plus 1.50 %, plus an adjustment of 0.10 % (“Term SOFR Rate”);

or 2) the highest of the base commercial lending rate of the lender or various benchmark rates plus an applicable margin of 0.50 % or 1.00 %, depending on the benchmark (“Alternative Base Rate”).

At December 31, 2024, based on a one-month Term SOFR Rate, the interest rate on outstanding borrowings under the ABL Facility was 5.94 %.

At December 31, 2025, based on a Alternative Base Rate, the interest rate on outstanding borrowings under the ABL Facility was 7.25 % .

We incur a commitment fee of 0.25 % for unused capacity under the ABL Facility and a 1.85 % fee on the amount of letters of credit outstanding.

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We capitalized a total of $ 1.2 million in new debt issuance costs related to the ABL Facility.

As of December 31, 2024, we had $ 5.4 million outstanding borrowings under the ABL Facility, $ 10.4 million of outstanding letters of credit, and $ 15.0 million available for future borrowings under the ABL Facility.

The ABL Facility is secured by a perfected lien over substantially all of the Company’s assets.

We were in compliance with all requirements under the ABL Facility as of December 31, 2024.

2021 ABL Facility

On March 22, 2021, we entered into an asset backed credit facility (as amended from time to time, the “2021 ABL Facility”) which provided for a $ 50.0 million senior secured revolving credit facility, of which a maximum of $30.0 million was available in the form of letters of credit and a maximum of $ 5.0 million was available for the issuance of short-term swingline loans.

On December 30, 2024, we terminated the 2021 ABL Facility and paid down the $ 12.0 million of outstanding borrowings.

The availability of credit under the 2021 ABL Facility was limited by a borrowing base calculation derived from accounts receivable and inventory held in the United States.

Outstanding borrowings under the 2021 ABL Facility bore interest on a variable rate structure plus an interest rate spread that was based on the average amount of aggregate revolving commitment available.

The variable borrowing rate was either:

1) Adjusted Term SOFR plus an applicable margin of 1.75 % or 2.00 %, depending on availability;

or 2) the greater of the federal funds rate or prime, plus an applicable margin of 0.75 % or 1.00 %, depending on availability.

At December 30, 2024, using one-month Adjusted Term SOFR plus a 2.00 % margin, the interest rate on outstanding borrowings under the 2021 ABL Facility was 6.568 %.

We incurred a commitment fee of 0.375 % for unused capacity under the 2021 ABL Facility and a 2.125% fee on the amount of letters of credit outstanding.

During the year ended December 31, 2024, we recognized a $ 0.3 million loss on extinguishment in connection with the termination of the 2021 ABL Facility.

As of December 31, 2025, we had $ 4.7 million outstanding borrowings under the ABL Facility, $ 11.4 million o f outstanding letters of credit, and $ 26.7 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 covenants 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 December 31, 2025.

Our obligations under the ABL Credit Agreement are guaranteed by certain of our subsidiaries and are required to be guaranteed by certain of our later formed or acquired subsidiaries (collectively, the “Guarantors”).

Our obligations under the ABL Credit Agreement are collateralized by substantially all of our and the Guarantors’ assets.

The ABL Agent, for itself and on behalf of the Lenders, has a first lien on accounts receivable and inventory.

The ABL Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events.

If an event of default occurs, the lenders under the ABL Credit Agreement will be entitled to take various actions, including the termination of any undrawn commitments and the acceleration of amounts due under the ABL Credit Agreement.

Sale-Leaseback Transactions

In March 2024, we sold three of our properties for an aggregate sales price of $ 16.9 million, with the net proceeds used to repay a portion of the outstanding borrowings under the Term Loan Facility.

Concurrent with the sale, we entered into a 20-year lease agreement for these properties.

Since the lease agreement allows 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.

Since the transaction did not transfer control of the assets, it cannot be accounted for as a sale under ASC 606.

As a result, the properties

remain on our Consolidated Balance Sheets and the non-land assets will continue to be depreciated over their remaining useful lives.

The $ 16.9 million of gross proceeds was recognized as a financing obligation as a component of long-term debt.

The monthly lease payments, which increase 3.0% each year, are being amortized as principal payments and interest expense based on an effective interest rate of 9.715 %.

We incurred $ 0.6 million in debt issuance costs related to this transaction, which are being amortized over the term of the debt.

In May 2025, we sold an additional property for a sales price of $ 4.3 million and concurrent with the sale, entered into a 19-year lease agreement with the purchaser for the property.

In March 2024, we sold three of our properties for an aggregate sales price of $ 16.9 million and concurrent with the sale, we entered into a 20-year lease agreement with the purchaser for these properties.

Since these lease agreements allow for us to exercise renewal options that extend for substantially all of the remaining economic life, we have the ability to maintain the risks and rewards of ownership.

Because the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606.

As a result, the properties remain on our 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 additional pieces of manufacturing equipment for an aggregate sales price of $ 2.7 million and entered into 3 to 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 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 for the equipment.

Since the three lease agreements allow for us to exercise an early buyout option, we have the ability to maintain the risks and rewards of ownership.

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 Consolidated Balance Sheets and will continue to be depreciated over their remaining useful lives.

The $ 8.3 million of gross proceeds was recognized as a financing obligation as a component of long-term debt.

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 8.26 %.

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The following table lists aggregate maturities of debt for each of the next five years.

Thereafter 21,979

Preferred Stock

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Series D Preferred Stock shares earn cash dividends at a rate of 10.0 % per year, payable quarterly in arrears, accruing whether or not earned or declared.

If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases by 12.0 % per year.

On March 22, 2026, the cash dividend rate and in-kind dividend rate increase by 2.5 % per year.

Cash dividends are required beginning on September 30, 2027 and are limited based on terms and conditions of the Term Loan Agreement.

If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases to 12.0 %.

On March 22, 2026, the cash dividend rate and in-kind dividend rate will increase by 2.5 % per year, and each year thereafter.

Cash dividends are required beginning on September 30, 2027 and are limited based on terms and conditions of our outstanding credit agreements.

The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control.

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Deemed dividends adjust additional paid-in capital due to the absence of retained earnings.

In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives , certain features of the Series D Preferred Stock were bifurcated and accounted for as derivatives separately.

Note 17 discusses the accounting for these features.

As of December 31, 2025, the carrying value of the Series D Preferred Stock shares was $ 112.4 million , which included $ 65.7 million of accumulated unpaid and deemed dividends.

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Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process.

We believe that we have substantial legal and factual defenses, and we plan to defend our interests in this matter vigorously.

We believe that we have substantial legal and factual defenses, and we continue to defend our interests in this matter vigorously.

The matter encompasses several lawsuits filed with the Brazilian courts requesting declaratory actions that no tax is due or seeking a stay of execution on the collection of the tax.

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Total income tax expense $ 3,153 $ 2,410 $ 2,285

The following table presents a reconciliation of income taxes based on the U.S.

The following tables present a reconciliation of income taxes based on the U.S.

federal statutory income tax rate.

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U.S federal statutory income tax rate $ ( 8,342 ) 21.0 % $ ( 9,541 ) 21.0 % $ ( 11,271 ) 21.0 %

Change in valuation allowance, exclusive of state ( 23.4 ) % ( 16.1 ) % ( 17.5 ) %

State taxes, net of federal taxes, exclusive of tax reform 60 ( 0.2 ) % ( 299 ) 0.7 % 100 ( 0.2 ) %

earnings taxed at different rates 1.9 % 1.1 % 0.7 %

Global intangible low-taxed income ( 3.9 ) % ( 2.3 ) % ( 3.9 ) %

Deferred true-up ( 0.3 ) % ( 0.8 ) % ( 6.4 ) %

Research and development tax credit — % 0.2 % 0.3 %

Interest on CARES Act refund 1.6 % 1.1 % 1.8 %

Return to provision 0.4 % 0.1 % 1.3 %

Taxes on unremitted foreign earnings ( 3.8 ) % ( 2.4 ) % ( 3.9 ) %

Foreign tax effects

Intercompany lending 519 ( 1.3 ) % 583 ( 1.3 ) % 288 ( 0.5 ) %

Change in valuation allowance ( 96 ) 0.2 % 42 ( 0.1 ) % 731 ( 1.4 ) %

Other 15 — % ( 7 ) — % ( 408 ) 0.8 %

Change in valuation allowance — — % — — % ( 779 ) 1.5 %

Other 226 ( 0.6 ) % 282 ( 0.6 ) % 443 ( 0.8 ) %

R&D superdeduction ( 601 ) 1.5 % ( 598 ) 1.3 % ( 537 ) 1.0 %

Tax rate differential ( 571 ) 1.4 % ( 569 ) 1.3 % ( 486 ) 0.9 %

Withholding taxes 1,713 ( 4.3 ) % 1,820 ( 4.0 ) % 1,110 ( 2.1 ) %

Other 99 ( 0.2 ) % ( 187 ) 0.4 % ( 202 ) 0.4 %

Tax rate differential ( 433 ) 1.1 % 29 ( 0.1 ) % 135 ( 0.3 ) %

Deferred true-ups — — % — — % 718 ( 1.3 ) %

Change in valuation allowance 1,109 ( 2.8 ) % — — % — — %

Other 306 ( 0.8 ) % ( 142 ) 0.3 % ( 7 ) — %

Other 74 ( 0.2 ) % 170 ( 0.4 ) % ( 164 ) 0.3 %

Effect of cross-border tax laws

GILTI 741 ( 1.9 ) % 1,395 ( 3.1 ) % 1,134 ( 2.1 ) %

Tax Credits — — % ( 251 ) 0.6 % ( 123 ) 0.2 %

Change in valuation allowance 9,091 ( 22.9 ) % 10,420 ( 22.9 ) % 8,645 ( 16.1 ) %

Nontaxable or nondeductible items

Share-based compensation 73 ( 0.2 ) % ( 936 ) 2.1 % 561 ( 1.0 ) %

Warrant revaluation ( 700 ) 1.8 % 12 — % 2,327 ( 4.3 ) %

Other adjustments, net 1.0 % ( 0.4 ) % ( 1.1 ) %

Other 565 ( 1.4 ) % 573 ( 1.3 ) % 201 ( 0.4 ) %

Changes in unrecognized tax benefits 14 — % 13 — % 13 — %

Other adjustments

Interest on federal refunds ( 618 ) 1.6 % ( 595 ) 1.3 % ( 592 ) 1.1 %

Other ( 91 ) 0.3 % 196 ( 0.5 ) % 448 ( 1.0 ) %

Effective tax rate $ 3,153 ( 7.9 ) % $ 2,410 ( 5.3 ) % $ 2,285 ( 4.3 ) %

Our effective tax rate was ( 5.3 )% for the year ended December 31, 2024.

Our effective tax rate was ( 7.9 )% for the year ended December 31, 2025, compared to ( 5.3 )% for the year ended December 31, 2024.

The effective tax rate differed from the U.S.

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federal statutory tax rate of 21 % primarily due to the impact of our valuation allowance changes during each year.

For the years ended December 31, 2025, 2024 and 2023, a majority of our state income tax expense relates to Massachusetts and Texas.

In 2021, we filed a refund claim with the IRS as a result of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

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Including interest accrued on the initial refund amount, we have a $ 12.9 million tax refund receivable at December 31, 2025, which is in the process of IRS review.

The timing of the receipt of the refund is expected in the first half of 2025.

The timing of the receipt of the refund is expected in 2026.

On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which impacts various provisions of the U.S.

federal tax code, including but not limited to 100% bonus depreciation, immediate expensing of domestic research and development costs, modifications to the limitation on business interest expense and changes to the international tax regime.

Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The impact of OBBBA is not material to our consolidated financial statements and will not have a significant impact on our effective tax rate due to the full valuation allowance in the U.S.

We continue to monitor additional guidance issued related to OBBBA.

The following table summarizes the principal components of the deferred tax assets and liabilities.

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Net operating loss carryforwards 36,610 29,304

Interest rate swap — 251

Credit carryforwards 3,513 3,099

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The federal NOL has an indefinite life, but utilization within any tax year is limited to 80% of taxable income.

Management has determined it is more likely than not this NOL will not be realized and has established a full valuation allowance against the deferred tax asset.

As of December 31, 2024, we had $ 16.3 million of tax effected, state NOL carryovers, which begin to expire in 2030.

Management has determined it is more likely than not these state NOL’s will not be realized and has established a full valuation allowance against these deferred tax assets.

As of December 31, 2025, we ha d $ 16.7 million of tax effected, state NOL carryovers, which begin to expire in 2030.

We also have $ 13.4 million, tax-effected, of foreign NOL carryovers at December 31, 2025.

The foreign NOLs have an indefinite life;

however, management believes that benefit for certain of the foreign NOLs may not be realized.

Therefore, we have established a valuation allowance of $ 7.7 million to reduce the carrying value of the asset related to foreign NOLs to the amount that has been determined to be more likely than not realized.

The carryforward period of the foreign NOLs varies by jurisdiction.

As of December 31, 2025, we had $ 95.7 million in U.S.

federal interest expense carryforwards and $ 1.9 million, tax effected, state interest carryforwards.

The interest carryforwards have an indefinite life but are limited to 30% of adjusted taxable income.

We have $ 0.4 million and $ 3.2 million of U.S.

federal tax credits and tax credits in foreign jurisdictions, respectively, as of December 31, 2025.

We have recognized a full valuation allowance against these tax credits.

In addition, we have other federal and state deferred tax assets of $ 11.7 million that we believe it is more likely than not will not be realized for which we have established a full valuation allowance.

We have a U.S.

federal and state deferred tax asset related to interest expense carryforwards.

Management believes it is more likely than not that the benefit for this asset will not be realized.

We have established a valuation allowance of $ 18.6 million to eliminate the carrying value of this asset.

Management assesses available positive and negative evidence to estimate whether it is more likely than not sufficient future taxable income will be generated to provide use of the existing deferred tax assets.

federal tax credits will begin expiring in 2041 while the foreign tax credits will begin expiring in 2026.

We assess available positive and negative evidence to estimate whether it is more likely than not sufficient future taxable income will be generated to provide use of the existing deferred tax assets.

A significant piece of objective negative evidence evaluated is cumulative losses incurred over the three-year period ended December 31, 2025.

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future earnings growth.

On the basis of this

evaluation, as of December 31, 2024, a valuation allowance of $ 59.3 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized without consideration of future earnings growth.

Management believes all remaining tax assets will more likely than not be realized.

On the basis of this evaluation, as of December 31, 2025, a valuation allowance of $ 69.5 million has been recorded to recognize only the portion of the

deferred tax asset that is more likely than not to be realized without consideration of future earnings growth.

We have established valuation allowances on all net deferred tax assets in the U.S., France, Poland and the Power Mexico business.

We believe all remaining tax assets will more likely than not be realized.

However, the amount of the deferred tax asset realized will change based on future conditions, and the amount considered realizable will be adjusted if objective negative evidence in the form of cumulative losses is no longer present allowing additional weight to be given to subjective evidence such as our projections for growth.

During 2024, the valuation allowance increased by $ 11.8 million, primarily due to allowances recorded against U.S.

During the years ended December 31, 2025, 2024 and 2023, the valuation allowance increased by $ 10.1 million, $ 11.8 million and $ 17.3 million , respectively, primarily due to allowances recorded against U.S.

federal net operating loss carryforwards, and carryforwards of disallowed interest expense which are subject to certain annual deduction limitations.

During the year ended December 31, 2023, the $17.3 million increase was partially offset by the release of the valuation allowance in Brazil.

As a result of the deemed mandatory repatriation provisions in the U.S.

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However, we continue to evaluate the impact that repatriation of foreign earnings would have on withholding and other taxes.

As of December 31, 2024, we have recorded a liability of $ 4.5 million for the anticipated withholding taxes that would be due upon repatriation of the unremitted earnings of those subsidiaries for which management does not intend to permanently reinvest.

As of December 31, 2025, we have recorded a liability o f $ 4.3 million for the anticipated withholding taxes that would be due upon repatriation of the unremitted earnings of those subsidiaries for which management does not intend to permanently reinvest.

We are subject to U.S.

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Balance at end of year $ 128 $ 117 $ 121

The decrease to unrecognized tax benefits in 2024 is related to the foreign currency remeasurement of previously unrecognized tax benefits.

The increase to unrecognized tax benefits in 2025 is related to the foreign currency remeasurement of previously unrecognized tax bene fits.

As of December 31, 2025, the unrecognized tax benefits would, if recognized, impact our effective tax rate by $ 0.7 million, inclusive of the impact of interest and penalties.

Management believes that it is reasonably possible that the amount of unrecognized income tax benefits, including interest and penalties, may not decrease during the next twelve months as no statutes are expected to lapse within the period.

The following table shows a reconciliation of income taxes paid (refunded) by jurisdiction.

Years Ended December 31,

2025 2024 2023

US Federal $ — $ 90 $ —

North Carolina 14 5 ( 641 )

Massachusetts — ( 455 ) 57

Other 82 85 20

Brazil 890 686 588

China 3,653 3,265 2,982

Mexico 287 230 473

Total taxes paid $ 4,926 $ 3,906 $ 3,479

Net Income (Loss) Per Common Share

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Stock options excluded from the EPS calculations had a per share exercise price ranging from $ 7.93 to $ 25.16 for the year ended December 31, 2025.

The 2019 Warrants excluded from the EPS calculations for the year ended December 31, 2024 had a per share exercise price of $ 11.03 (see Note 17).

The 2019 Warrants (as defined below) excluded from the EPS calculations for the year ended December 31, 2025 had a per share exercise price of $ 11.03 (see Note 17).

Performance share units are potentially dilutive when the related performance criterion has been met.

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Unvested at December 31, 2025 2,027 $ 2.08

During the year ended December 31, 2024, we granted 390,000 shares of restricted stock to non-executive directors, officers and certain other employees which vest pro-rata over three years for employees and over one year for non-executive directors.

During the years ended December 31, 2025 and 2024, we granted 682,000 and 390,000 shares of restricted stock, respectively, to non-executive directors, officers and certain other employees which vest pro-rata over three years for employees and over one year for non-executive directors.

In addition, we granted 270,000 shares of restricted stock to new executive officers as inducement grants, during the year ended December 31, 2024, which vest pro-rata over five years.

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Granted 266 2.09

Vested ( 12 ) 2.53

Forfeited ( 60 ) 3.25

Expired ( 269 ) 2.58

Nonvested at December 31, 2025 3,877 $ 1.48

During the year ended December 31, 2024, we granted 175,000 TSR Awards to executive officers under the Incentive Plans for the 2023 to 2025 performance period, and 415,000 Inducement Awards to new executive officers.

During the year ended December 31, 2025, we granted 266,000 TSR Awards to executive officers under the Incentive Plans for the 2025 to 2027 performance period.

During the years ended December 31, 2024 and 2023, we granted 590,000 and 3,621,000 PSUs with weighted average grant-date fair values of $3.71 and $ 1.14 per share, respectively.

The total grant-date fair value of PSU’s that vested in the years ended December 31, 2024, 2023, and 2022, was $ 0.1 million, $ 0.3 million, and $ 0 , respectively.

The total grant-date fair value of PSU’s that vested in the years ended December 31, 2025, 2024, and 2023, was $ 0.0 million , $ 0.1 million, and $ 0.3 million, respectively.

Stock Options

Stock options, which were last granted in 2020, have an exercise price equal to the closing price of our stock on the date of grant, an exercise term of ten years , and a vesting period of three years .

No stock options were exercised during the fiscal years

ended December 31, 2025, 2024 and 2023.

The following table presents stock option activity for the year ended December 31, 2025.

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In conjunction with our placement of the Series D Preferred Stock in 2021, we issued warrants to purchase up to 1.9 million shares of our common stock (the “2021 Warrants”).

The 2021 Warrants were exercisable, in full or in part, at an exercise price

of $ 0.01 per share, subject to anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events.

The 2021 Warrants were exercisable, in full or in part, at an exercise price of $0.01 per share, subject to anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock

dividends, combinations or similar events.

During the year ended December 31, 2024, all of the 2021 Warrants were exercised on a cashless basis, resulting in the issuance of 1,896,000 shares.

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Since the 2021 Swap was an effective cash flow hedge and the forecasted interest payments remain probable of occurring, the gain was recognized as a reduction to interest expense through the original maturity date of July 31, 2024.

During the years ended December 31, 2024, 2023, and 2022, we recognized an interest benefit of $ 1.0 million, $ 1.8 million, and $ 0.4 million, respectively, from gains recognized in interest expense on the effective interest rate swap in the Consolidated Statements of Operations and Comprehensive Income (Loss).

As of December 31, 2024 and 2023, we reported $ 0 and $ 1.0 million gains, respectively, net of tax, in accumulated other comprehensive loss related to the interest rate swap.

During the years ended December 31, 2024 and 2023, we recognized an interest benefit of $ 1.0 million and $ 1.8 million, respectively, from gains recognized in interest expense on the effective interest rate swap in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Fair Value Disclosures

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The fair value of our debt was $ 156.9 million and $ 147.8 million, with a carrying amount of $ 159.5 million and $ 148.6 million, as of December 31, 2025 and 2024, 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).

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).

On July 2, 2024, we completed the sale of our Lubbock operations, known as Industrial Molding Corporation (“IMC”), for $ 17.0 million in cash, subject to customary purchase price adjustments.

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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 will reduce costs and improve operational efficiency.

In January 2025, we ceased production activities at our Mobile Solutions plant in Juarez, Mexico.

We plan to stop production activity at our Mobile Solutions plant in Dowagiac, Michigan by the end of the first quarter of 2025.

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.

We expect the facility closures and organizational changes to be completed in the first half of 2025.

We estimate incurring $ 13.6 million in charges which will be recognized in 2024 and 2025.

Once fully implemented, we expect to recognize annual benefits of approximately $ 5.4 million.

In 2025, we completed the facility closures and organizational changes previously announced.

We incurred $13.4 million in charges have recognized the cumulative costs with $5.5 million recognized in the “Cost of sales” line, $1.4 million in the “Selling, general, and administrative expense” line, and $6.5 million in the “Other expense (income), net” line in the Consolidated Statements of Operations and Comprehensive Income (Loss).

All costs incurred have been recognized in the Mobile Solutions segment.

We expect to recognize annual benefits of approximately $5.4 million.

The following is a summary of costs incurred and amounts accrued during the year ended December 31, 2025.

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Balance as of December 31, 2024 2,686 — — 2,686

Of the $ 12.6 million incurred during the year ended December 31, 2024, $ 5.0 million are recognized in the “Cost of sales” line, $ 1.1 million in the “Selling, general, and administrative expense” line, and $ 6.5 million in the “ Other expense (income), net ” line in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Restructuring costs 380 — 401 781

Amounts paid ( 2,554 ) — ( 401 ) ( 2,955 )

Charges against assets — — — —

Balance as of December 31, 2025 $ 512 $ — $ — $ 512

Of the $ 0.8 million incurred during the year ended December 31, 2025, $ 0.5 million are recognized in the “Cost of sales” line and $ 0.3 million in the “Selling, general, and administrative expense” line in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Voluntary Early Retirement Program

During the year ended December 31, 2024, we recognized $ 1.2 million related to an early retirement incentive program (“ERIP”) that was open to to certain U.S.

employees that met specified age and service requirements, and who terminated employment in 2024.

We plan to recognize an additional $ 0.5 million under the ERIP for employees that will terminate during the first quarter of 2025.

The estimated total cost of the ERIP is $ 1.7 million with all benefit payments expected to be made in 2025.

During the year ended December 31, 2025 we recognized $0.4 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 2025 and remaining expected in 2026.

All benefit payments are expected to be made in 2026.

During the year ended December 31, 2025 and 2024, we recognized $0.4 million and $1.2 million, respectively, related to an ERIP open to certain U.S.

employees that met specified age and service requirements who terminated employment in 2024.

The total cost of $1.6 million benefit payments were made in 2025.

Subsequent Event

On January 29, 2026, we entered into Amendment No.

1 to Term Loan Credit Agreement, which amended the Term Loan Credit Agreement dated as of April 16, 2025.

The Term Loan Credit Agreement provides for (i) a $118.0 million term loan that was funded in full in April 2025 and (ii) $10.0 million of delayed draw term loan commitments.

In connection with entering into the Amendment, we borrowed $10.0 million of Delayed Draw Term Loans.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data