Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of NN, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2025.
Grant Thornton LLP, the independent registered public accounting firm that has audited our consolidated financial statements, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report included in Item 8 of this Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Adoption or Termination of Trading Arrangements
During the quarter ended December 31, 2025, 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
70
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
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 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.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Table of Equity Compensation Plan Information
(in thousands, except per share data)
Plan Category Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a) Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders 76 $ 14.77 2,452
Equity compensation plans not approved by security holders — — —
Total 76 $ 14.77 2,452
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accountant Fees and Services
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.
71
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) Documents Filed as Part of this Report
1. Financial Statements
The consolidated financial statements of NN, Inc. filed as part of this Annual Report on Form 10-K begin on the following pages hereof:
Page
Reports of Independent Registered Public Accounting Firm
38
Consolidated Statements of Operations and Comprehensive Income (Loss)
40
Consolidated Balance Sheets
41
Consolidated Statements of Cash Flows
42
Consolidated Statements of Changes in Stockholders’ Equity
43
Notes to Consolidated Financial Statements
44
2. Financial Statement Schedules
The required information is reflected in the Notes to Consolidated Financial Statements within Item 8.
3. Exhibits
NN, Inc. will provide without charge to any person, upon the written request of such person, a copy of any of the following Exhibits to this Form 10-K.
Incorporation by Reference
Exhibit
Number Description of Exhibit Form SEC File No. Exhibit Filing Date
2.1 Agreement and Plan of Merger, dated as of July 18, 2014, by and among NN, Inc., PMC Global Acquisition Corporation, Autocam Corporation, Newport Global Advisors, L.P., and John C. Kennedy
8-K 000-23486 2.1 July 22, 2014
3.1 Restated Certificate of Incorporation of NN, Inc.
S-3 333-89950 3.1 June 6, 2002
3.2 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc. (Declassification).
8-K 000-23486 3.1 May 20, 2019
3.3 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc. (Share Increase)
8-K 000-23486 3.2 May 20, 2019
3.4 Amended and Restated By-Laws of NN, Inc.
8-K 001-39268 3.1 January 20, 2023
3.5 Certificate of Designation of Series D Preferred Stock
8-K 000-39268 3.1 March 22, 2021
4.1 The specimen stock certificate representing NN, Inc.’s Common Stock, par value $0.01 per share
S-3 333-89950 4.1 June 6, 2002
4.2 Form of Common Stock Purchase Warrant
8-K 000-23486 4.1 December 11, 2019
4.3 Description of Securities
10-K 000-39268 4.5 March 15, 2021
4.4 Common Stock Warrant
8-K 000-39268 4.1 March 22, 2021
4.5 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
10.2 Escrow Agreement, effective as of August 29, 2014, by and among NN, Inc., Newport Global Advisors, L.P., John C. Kennedy and Computershare Trust Company, N.A.
8-K 000-23486 10.3 September 2, 2014
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. 2019 Omnibus Incentive Plan.
DEF14A 000-23486 Appendix C April 8, 2019
72
Incorporation by Reference
Exhibit
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. and D. Gail Nixon.
10-Q 000-23486 10.1 May 10, 2019
10.6* Form of Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.4 August 9, 2019
10.7* Form of Nonqualified Stock Option Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.5 August 9, 2019
10.8* Form of Restricted Share Award Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.6 August 9, 2019
10.9* Form of Performance Share Unit Award Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.7 August 9, 2019
10.10 Securities Purchase Agreement, dated March 22, 2021, by and between NN, Inc. and the NGTV Nevada Holdings LP
8-K 001-39268 10.1 March 22, 2021
10.11 Board Observer Agreement, dated March 22, 2021, by and between NN, Inc. and the NHTV Nevada Holdings LP
8-K 001-39268 10.2 March 22, 2021
10.12 Term Loan Credit Agreement, dated March 22, 2021, by and among NN, Inc., as borrower, and Oaktree Fund Administration, LLC, as administrative agent
8-K 001-39268 10.3 March 22, 2021
10.13 Credit Agreement, dated March 22, 2021, by and among NN, Inc., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent
8-K 001-39268 10.4 March 22, 2021
10.14* Separation Agreement by and between NN, Inc. and Michael C. Felcher
8-K 001-39268 10.2 June 15, 2021
10.15 Amendment No. 1 to Term Loan Credit Agreement, dated as of March 3, 2022, 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 4, 2022
10.16* 2022 Omnibus Incentive Plan
DEF14A 001-39268 Appendix A April 15, 2022
10.17 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
10.18 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
10.19 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
10.20* Letter of Understanding, dated May 8, 2023, by and between NN, Inc. and Harold Bevis .
8-K 001-39268 10.1 May 9, 2023
10.21* Form of Restricted Share Award Agreement, by and between NN, Inc. and Harold Bevis.
8-K 001-39268 10.2 May 9, 2023
10.22* Form of Performance Share Unit Award Agreement, by and between NN, Inc. and Harold Bevis .
8-K 001-39268 10.3 May 9, 2023
10.23* Form of Separation Agreement, by and between NN, Inc. and Harold Bevis .
8-K 001-39268 10.4 May 9, 2023
73
Incorporation by Reference
Exhibit
Number Description of Exhibit Form SEC File No. Exhibit Filing Date
10.24* 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
10.25* Form of Restricted Share Award Agreement, by and between NN, Inc. and Tim French.
8-K 001-39268 10.2 August 8, 2023
10.26* Form of Performance Share Unit Award Agreement, by and between NN, Inc. and Tim French.
8-K 001-39268 10.3 August 8, 2023
10.27* Form of Separation Agreement, by and between NN Canada, Inc. and Tim French.
8-K 001-39268 10.4 August 8, 2023
10.28* Form of Indemnification Agreement, by and between NN Canada, Inc. and Tim French.
8-K 001-39268 10.5 August 8, 2023
10.29* Form of Restricted Share Award Agreement under the 2022 Omnibus Incentive Plan.
10-K 001-39268 10.31 March 12, 2024
10.30* Form of Performance Share Unit Award Agreement under the 2022 Omnibus Incentive Plan.
10-K 001-39268 10.32 March 12, 2024
10.31 Purchase and Sale Agreement and Escrow Agreement, dated March 5, 2024, by and between NN, Inc. and Tenet Equity Funding SPE III, LLC.
8-K 001-39268 10.1 March 8, 2024
10.32 Amendment No. 3 to Term Loan Credit Agreement, dated March 15, 2024, 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 15, 2024
10.33 Amendment No. 2 to Credit Agreement, dated as of March 15, 2024, 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 15, 2024
10.34* NN, Inc. Amended and Restated 2022 Omnibus Incentive Plan.
DEF14A 001-39268 Appendix A April 4, 2024
10.35* Consulting Agreement by and between NN, Inc. and Michael C. Felcher.
8-K 001-39268 10.1 June 24, 2024
10.36* Letter of Understanding by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.2 June 24, 2024
10.37* Restricted Share Award Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.3 June 24, 2024
10.38* Performance Share Unit Award Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.4 June 24, 2024
10.39* Separation Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.5 June 24, 2024
10.40* Indemnification Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.6 June 24, 2024
10.41 Amendment No. 4 to Term Loan Credit Agreement, dated as of August 29, 2024, 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 August 30, 2024
10.42 Amendment No. 3 to Credit Agreement, dated as of August 29, 2024, 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 August 30, 2024
74
Incorporation by Reference
Exhibit
Number Description of Exhibit Form SEC File No. Exhibit Filing Date
10.43 Revolving Credit and Security Agreement, dated as of December 30, 2024, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and PNC Bank, National Association., as administrative agent.
8-K 001-39268 10.1 January 2, 2025
10.44 Amendment No. 5 to Term Loan Credit Agreement, dated as of December 30, 2024, by and between NN, Inc., certain subsidiaries of NN, Inc. and Oaktree Fund Administration, LLC, as administrative agent and collateral agent.
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. Amended and Restated Insider Trading Policy
21.1# List of Subsidiaries of NN, Inc.
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
31.2# Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act
32.1## Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act
32.2## Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act
97.1 Amended and Restated Incentive Compensation Recoupment Policy
10-K 001-39268 97.10 March 12, 2024
75
Incorporation by Reference
Exhibit
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)
101.SCH# XBRL Taxonomy Extension Schema Document
101.CAL# XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB# XBRL Taxonomy Extension Label Linkbase Document
101.PRE# XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF# XBRL Taxonomy Extension Definition Linkbase Document
104# Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________________________
* Management contract or compensatory plan or arrangement.
# Filed herewith
## 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.
Item 16. Form 10-K Summary
None.
76
SIGNATURES
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.
NN, Inc.
By: /s/ Harold C. Bevis
Harold C. Bevis
President, Chief Executive Officer and Director
Date: 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.
Name and Signature Title Date
/s/ Harold C. Bevis President, Chief Executive Officer and Director
(Principal Executive Officer) March 4, 2026
Harold C. Bevis
/s/ Christopher H. Bohnert Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) March 4, 2026
Christopher H. Bohnert
/s/ Jeri J. Harman Non-Executive Chairman, Director March 4, 2026
Jeri J. Harman
/s/ Raynard D. Benvenuti Director March 4, 2026
Raynard D. Benvenuti
/s/ Christina E. Carroll Director March 4, 2026
Christina E. Carroll
/s/ João Faria Director March 4, 2026
João Faria
/s/ Rajeev Gautam, Ph.D. Director March 4, 2026
Rajeev Gautam, Ph.D.
/s/ Thomas H. Wilson, Jr. Director March 4, 2026
Thomas H. Wilson, Jr.
/s/ Raymond T. White Director March 4, 2026
Raymond T. White
77
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Harold C. 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:
a. 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;
b. 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;
c. 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; and
d. 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; and
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):
a. 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; and
b. 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.
Date: March 4, 2026
/s/ Harold C. Bevis
Harold C. Bevis
President, Chief Executive Officer and Director
(Principal Executive Officer)
Exhibit 31.2
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.;
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:
a. 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;
b. 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;
c. 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; and
d. 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; and
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):
a. 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; and
b. 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.
Date: March 4, 2026
/s/ Christopher H. Bohnert
Christopher H. Bohnert
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
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.
Date: March 4, 2026
/s/ Harold C. Bevis
Harold C. Bevis
President, Chief Executive Officer and Director
(Principal Executive Officer)
Exhibit 32.2
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. (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.
Date: March 4, 2026
/s/ Christopher H. Bohnert
Christopher H. Bohnert
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)