What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-06 · 101 added, 18 removed, 260 unchanged (31% of the section changed)

19 unchanged sentences

Directors, Executive Officers, and Corporate Governance

The information required by this Item 10 of Form 10-K concerning our directors is contained in our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024 (“our definitive proxy statement”), and in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Code of Ethics

Our Code of Conduct/Ethics Statement, as amended (the “Code”), is applicable to all officers, directors, and employees.

The Code is posted on our website at www.nninc.com.

The information about our executive officers is included in Part I, Item 1 of this Annual Report.

Our Code is applicable to all officers, directors, and employees, and is available on our Investor Relations website at www.nninc.com.

Information contained on our website is not part of this Annual Report.

We will satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s stock by its directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NASDAQ Stock Market.

A copy of our Insider Trading Policy is furnished as Exhibit 19.1 to this Annual Report.

We intend to satisfy the disclosure requirements regarding any applicable amendment to, or waiver from, the Code by posting such information on our Investor Relations website rather than by filing a Current Report on Form 8-K.

All other information required by this Item 10 of Form 10-K will be contained in our definitive proxy statement relating to our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2025, and in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Executive Compensation

The information required by Item 11 of Form 10-K is contained in the sections entitled “Information about the Directors and the Director Nominees – Compensation of Directors” and “Executive Compensation” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

The information required by Item 11 of Form 10-K will be included in the 2026 Proxy Statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 of Form 10-K is contained in the section entitled “Beneficial Ownership of Common Stock” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

The information required by Item 12 of Form 10-K will be contained in the 2026 Proxy Statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Information required by Item 201(d) of Regulation S-K concerning our equity compensation plans is set forth in the table below.

18 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 of Form 10-K regarding review, approval, or ratification of transactions with related persons is contained in the section entitled “Certain Relationships and Related Transactions” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

The information required by this Item 13 of Form 10-K regarding director independence is contained in the section entitled “Information about the Directors and the Director Nominees” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

The information required by this Item 13 of Form 10-K will be contained in the 2026 Proxy Statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item 14 of Form 10-K concerning our accounting fees and services is contained in the section entitled “Fees Paid to Registered Independent Public Accounting Firm” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

The information required by this Item 14 of Form 10-K concerning our accounting fees and services will be contained in the 2026 Proxy Statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Exhibit and Financial Statement Schedules

31 unchanged sentences

S-3 333-89950 4.1 June 6, 2002

4.2 Stockholders’ Agreement, effective as of August 29, 2014, by and between NN, Inc.

8-K 000-23486 4.1 September 2, 2014

4.2 Form of Common Stock Purchase Warrant

14 unchanged sentences

8-K 000-23486 10.4 September 2, 2014

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.4* NN, Inc.

1 unchanged sentence

DEF14A 000-23486 Appendix C April 8, 2019

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

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

115 unchanged sentences

8-K 001-39268 10.2 January 2, 2025

10.45* Letter of Understanding by and between NN, Inc.

and Jami Statham

10-Q 001-39268 10.1 May 7, 2025

10.46 Amendment No.

6 to Term Loan Credit Agreement, dated as of March 28, 2025, 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 April 2, 2025

10.47 Term Loan Credit Agreement, date as of April 16, 2025, amoung NN, Inc., as the Borrower and The Lenders Party Hereto and Alter Domus (US) LLC, as Administrative Agent for all of the Lenders

8-K 001-39268 10.1 April 17, 2025

10.48 First Amendment to Revolving Credit and Security Agreement, dated as of April 16, 2025, by and among NN, Inc.

as Borrower, certain subsidiaries of NN, Inc., the lenders party thereto and PNC Bank, National Association, as lender and as agent

8-K 001-39268 10.2 April 17, 2025

10.49# Second Amendment to Revolving Credit and Security Agreement, date as of December 10, 2025, by and among NN, Inc.

as Borrower, certain subsidiaries of NN, Inc., the lenders party thereto and PNC Bank, National Association, as lender and as agent

10.50 Amendment No.

1 to Term Loan Credit Agreement, dated January 29, 2026, among NN, Inc.

as the Borrower and the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent for the lenders

8-K 001-39268 10.1 January 30, 2026

10.51 Cooperation Agreement, dated as of January 16, 2026, by and between NN, Inc.

and Legion Partners Asset Management, LLC.

NN, Inc, Amended and Restated Insider Trading Policy

8-K 001-39268 10.1 January 20, 2026

19.1# NN, Inc.

2 unchanged sentences

23.1# Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

24.1 Power of Attorney (included on the signature page of this Report)

31.1# Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act

4 unchanged sentences

10-K 001-39268 97.10 March 12, 2024

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

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)

15 unchanged sentences

March 4, 2026

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Harold C.

Bevis, Christopher H.

Bohnert and Jami A.

Statham, jointly and severally, as their attorney-in-fact, with the power of substitution, in any and all capacities, to sign and file with the Securities and Exchange Commission any amendments to this report, together with all exhibits thereto and other documents in connection therewith, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute(s), may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

18 unchanged sentences

Director March 4, 2026

/s/ Raymond T.

White Director March 4, 2026

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Bevis, certify that:

1) I have reviewed this annual report on Form 10-K of NN, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 4, 2026

/s/ Harold C.

President, Chief Executive Officer and Director

(Principal Executive Officer)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Christopher H.

Bohnert, certify that:

1) I have reviewed this annual report on Form 10-K of NN, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 4, 2026

/s/ Christopher H.

Christopher H.

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NN, Inc.

(the “Company”) on Form 10-K for the annual period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and date indicated below, hereby certifies pursuant to 18 U.S.C.

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated.

March 4, 2026

/s/ Harold C.

President, Chief Executive Officer and Director

(Principal Executive Officer)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NN, Inc.

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

March 4, 2026

/s/ Christopher H.

Christopher H.

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

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