What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-10-29 · 171 added, 303 removed, 398 unchanged (54% of the section changed)

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share data) 2026 2025

6 unchanged sentences

Interest expense 5,769 5,194

Loss on extinguishment of debt — — 3,007 —

Other income, net ( 70 ) ( 5,315 ) ( 2,858 ) ( 4,623 )

Other expense (income), net 502 ( 2,169 )

Loss before provision for income taxes and share of net income from joint venture ( 8,329 ) ( 7,814 )

2 unchanged sentences

Net loss $ ( 6,828 ) $ ( 6,685 )

Other comprehensive income (loss):

Foreign currency translation gain (loss) $ 806 $ 3,970 $ 8,385 $ ( 1,763 )

Reclassification adjustments from the interest rate swap included in net loss, net of tax — ( 109 ) — ( 1,007 )

Other comprehensive income (loss) $ 806 $ 3,861 $ 8,385 $ ( 2,770 )

Comprehensive income (loss) $ ( 5,873 ) $ 1,304 $ ( 13,081 ) $ ( 20,067 )

Other comprehensive income:

Foreign currency translation gain $ 1,547 $ 3,125

Other comprehensive income $ 1,547 $ 3,125

Comprehensive loss $ ( 5,281 ) $ ( 3,560 )

Basic and diluted net loss per share $ ( 0.25 ) $ ( 0.23 )

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

(in thousands, except per share data) March 31,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 8,471 $ 11,377

Accounts receivable, net of allowances of $ 1,630 and $ 1,515 at September 30, 2025 and December 31, 2024

Accounts receivable, net of allowances of $ 1,496 and $ 1,401 at March 31, 2026 and December 31, 2025

71,977 59,785

4 unchanged sentences

Total current assets 180,092 164,007

Property, plant and equipment, net of accumulated depreciation of $ 259,229 and $ 240,532 at September 30, 2025 and December 31, 2024

Property, plant and equipment, net of accumulated depreciation of $ 271,954 and $ 265,399 at March 31, 2026 and December 31, 2025

158,369 158,885

20 unchanged sentences

Commitments and contingencies (Note 11)

Series D perpetual preferred stock - $ 0.01 par value per share, 65 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024

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

117,847 112,409

Stockholders’ equity:

Common stock - $ 0.01 par value per share, 90,000 shares authorized, 50,196 and 49,908 shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock - $ 0.01 par value per share, 90,000 shares authorized, 52,789 and 50,196 shares issued and outstanding at March 31, 2026 and December 31, 2025

Additional paid-in capital 437,061 439,700

4 unchanged sentences

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

September 30,

Condensed Consolidated Statements of Cash Flows

Three Months Ended

(in thousands) 2026 2025

1 unchanged sentence

Net loss $ ( 6,828 ) $ ( 6,685 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 9,240 8,774

1 unchanged sentence

Paid-in-kind interest 1,542 316

Loss on extinguishment of debt 3,007 —

Total derivative loss (gain), net of cash settlements 245 ( 1,762 )

Share of net income from joint venture, net of cash dividends received ( 3,551 ) ( 6,597 )

Gain on sale of business — ( 7,154 )

Share of net income from joint venture ( 2,218 ) ( 2,439 )

Share-based compensation expense 801 839

8 unchanged sentences

Other operating liabilities 6,653 3

Net cash provided by operating activities 7,124 4,389

Net cash used in operating activities ( 8,621 ) ( 3,345 )

Cash flows from investing activities

1 unchanged sentence

Proceeds from sale of property, plant, and equipment 100 177

Proceeds received from sale of business — 17,000

Net cash provided by (used in) investing activities ( 9,221 ) 1,914

Net cash used in investing activities ( 3,197 ) ( 3,730 )

Cash flows from financing activities

1 unchanged sentence

Repayments of asset backed credit facilities ( 15,950 ) ( 9,026 )

Proceeds from term loans and other long-term debt 119,234 —

Repayments of term loans and other long-term debt ( 116,583 ) ( 37,320 )

Proceeds from long-term debt 10,000 —

Repayments long-term debt ( 284 ) —

Cash paid for debt issuance costs ( 100 ) —

Proceeds from sale-leaseback of equipment 989 8,324

Proceeds from sale-leaseback of land and buildings 4,300 16,863

Repayments of financing obligations ( 465 ) ( 297 )

Other ( 1,444 ) ( 1,094 )

Net cash used in financing activities ( 5,277 ) ( 15,633 )

Net cash provided by financing activities 7,957 583

Effect of exchange rate changes on cash flows 955 103

3 unchanged sentences

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

(in thousands) 2025 2024

Supplemental schedule of non-cash activities:

Non-cash additions to property, plant and equipment $ 3,266 $ 2,425

Non-cash additions to financing obligations 1,304 —

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended September 30, 2025 and 2024

Common Stock Additional

capital Accumulated deficit Accumulated other comprehensive loss Total

(in thousands) Number of shares Par

Balance as of June 30, 2025 50,287 $ 503 $ 448,033 $ ( 348,408 ) $ ( 40,588 ) $ 59,540

Net loss — — — ( 6,679 ) — ( 6,679 )

Dividends accrued for preferred stock — — ( 4,832 ) — — ( 4,832 )

Shares forfeited under stock incentive plans ( 89 ) ( 1 ) 1 — — —

Share-based compensation expense — — 737 — — 737

Restricted shares surrendered for tax withholdings under stock incentive plans ( 2 ) — ( 3 ) — — ( 3 )

Other comprehensive income — — — — 806 806

Balance as of September 30, 2025 50,196 $ 502 $ 443,936 $ ( 355,087 ) $ ( 39,782 ) $ 49,569

Common Stock Additional

capital Accumulated deficit Accumulated other comprehensive loss Total

(in thousands) Number of shares Par

Balance as of June 30, 2024 50,032 $ 500 $ 462,410 $ ( 310,088 ) $ ( 44,386 ) $ 108,436

Net loss — — — ( 2,557 ) — ( 2,557 )

Dividends accrued for preferred stock — — ( 3,977 ) — — ( 3,977 )

Shares issued under stock incentive plans, net of forfeitures ( 82 ) ( 1 ) 1 — — —

Share-based compensation expense — — 811 — — 811

Other comprehensive income — — — — 3,861 3,861

Balance as of September 30, 2024 49,950 $ 499 $ 459,245 $ ( 312,645 ) $ ( 40,525 ) $ 106,574

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

Common Stock Additional

4 unchanged sentences

Dividends accrued for preferred stock — — ( 5,438 ) — — ( 5,438 )

Shares issued for warrants exercised 1,455 14 2,095 — — 2,109

Shares issued under stock incentive plans, net of forfeitures and tax withholdings 1,206 12 ( 12 ) — — —

2 unchanged sentences

Other comprehensive income — — — — 1,547 1,547

Balance as of September 30, 2025 50,196 $ 502 $ 443,936 $ ( 355,087 ) $ ( 39,782 ) $ 49,569

Balance as of March 31, 2026 52,789 $ 527 $ 437,061 $ ( 374,453 ) $ ( 37,032 ) $ 26,103

Common Stock Additional

4 unchanged sentences

Dividends accrued for preferred stock — — ( 4,407 ) — — ( 4,407 )

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

Shares issued under stock incentive plans, net of forfeitures 439 4 ( 4 ) — — —

Shares issued under stock incentive plans, net of forfeitures and tax withholdings 637 6 ( 7 ) — — ( 1 )

Share-based compensation expense — — 839 — — 839

Restricted shares surrendered for tax withholdings under stock incentive plans ( 19 ) — ( 49 ) — — ( 49 )

Other comprehensive loss — — — — ( 2,770 ) ( 2,770 )

Balance as of September 30, 2024 49,950 $ 499 $ 459,245 $ ( 312,645 ) $ ( 40,525 ) $ 106,574

Other comprehensive income — — — — 3,125 3,125

Balance as of March 31, 2025 50,526 $ 505 $ 452,187 $ ( 340,306 ) $ ( 45,042 ) $ 67,344

See notes to condensed consolidated financial statements (unaudited).

Notes to Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

Interim Financial Statements

1 unchanged sentence

NN, Inc., a Delaware corporation, is a diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of end markets on a global basis.

As of September 30, 2025, we had 24 facilities in North America, South America, Europe and China.

As of March 31, 2026, we had 27 facilities in North America, South America, Europe and China.

As used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc.

4 unchanged sentences

Securities and Exchange Commission (the “SEC”) on March 4, 2026.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to fairly state our results of operations for the three and nine months ended September 30, 2025 and 2024;

financial position as of September 30, 2025 and December 31, 2024;

and cash flows for the nine months ended September 30, 2025 and 2024, on a basis consistent with our audited consolidated financial statements.

financial position as of March 31, 2026 and December 31, 2025;

and cash flows for the three months ended March 31, 2026 and 2025, on a basis consistent with our audited consolidated financial statements.

These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to state fairly our financial position and operating results for the interim periods.

3 unchanged sentences

These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the 2025 Annual Report.

The results for the three and nine months ended September 30, 2025, are not necessarily indicative of results for the year ending December 31, 2025, or any other future periods.

The results for the three months ended March 31, 2026, are not necessarily indicative of results for the year ending December 31, 2026, or any other future periods.

Except for per share data or as otherwise indicated, all U.S.

1 unchanged sentence

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 requires quarterly disclosure of certain information that had only been required annually.

We adopted ASU 2023-07 for the year ended December 31, 2024 and have presented the required interim disclosures on a retrospective basis in this September 30, 2025 Form 10-Q.

Accounting Standards Not Yet Adopted

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

2 unchanged sentences

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 adopted ASU 2023-09 for the year ended December 31, 2025 and have presented the required interim disclosures on a retrospective basis in this Quarterly Report on Form 10-Q.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which simplifies how entities measure expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

This update provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating credit losses.

ASU 2025-05 became effective for fiscal years beginning on or after December 15, 2025.

We have adopted the practical expedient effective for the current fiscal year noting that it does not have a material impact on the Company’s financial statements.

Accounting Standards Not Yet Adopted

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

2 unchanged sentences

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

The Company is in the process of assessing the potential impact of adopting this standard.

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

Assets Held for Sale

During the three months ended March 31, 2025, we ceased production activity at our Mobile Solutions plant in Dowagiac, Michigan.

The assets, which we own, have been classified as held for sale as of September 30, 2025 as we are actively marketing the property and equipment for sale.

During the three months ended September 30, 2025, we sold a bu ilding 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 Condensed Consolidated Balance Sheets as of September 30, 2025.

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 March 31, 2026 as we are actively marketing the property and equipment for sale.

The net book value of remaining assets held for sale of $ 1.0 million is included in Other current assets on the Condensed Consolidated Balance Sheets as of March 31, 2026.

Segment Information

2 unchanged sentences

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

These components are 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 income (loss) from operations to evaluate the performance of our segments each quarter and for annual forecasting purposes.

Income (loss) from operations is used to make key operating decisions, such as the amount and timing of capital expenditures, plant optimization actions, and allocation of management resources.

These reportable segments are considered our two operating segments as each has engaged in business activities for which it earns revenues and incurs expenses, discrete financial information is available for each, and this is the level at which the chief operating decision maker (“CODM”) reviews discrete financial information for purposes of allocating resources and assessing performance.

The CODM, who is our President and Chief Executive Officer, uses segment operating income (loss) to evaluate the performance of our segments each quarter and for annual forecasting purposes.

Segment operating income (loss) is used to make key operating decisions, such as the amount and timing of capital expenditures, plant optimization actions, and allocation of management resources.

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

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

Three Months Ended September 30, 2025 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

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

Cost of sales 52,286 34,318 ( 194 ) 86,410

Selling, general, and administrative expense 3,830 2,586 4,643 11,059

Depreciation expense 4,451 818 390 5,659

Other segment items (1) 1,404 1,794 ( 197 ) 3,001

Segment income (loss) from operations $ ( 2,854 ) $ 5,432 $ ( 4,825 ) $ ( 2,247 )

Interest expense 5,666

Other income, net ( 70 )

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

Three Months Ended September 30, 2024 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Net sales $ 70,678 $ 42,935 ( 26 ) $ 113,587

Cost of sales 62,072 35,093 ( 34 ) 97,131

Selling, general, and administrative expense 3,080 2,522 4,655 10,257

Depreciation expense 6,049 1,027 363 7,439

Other segment items (1) 918 1,788 ( 196 ) 2,510

Segment income (loss) from operations $ ( 1,441 ) $ 2,505 $ ( 4,814 ) $ ( 3,750 )

Interest expense 5,404

Other income, net ( 5,315 )

Loss before provision for income taxes and share of net income from joint venture $ ( 3,839 )

Nine Months Ended September 30, 2025 Mobile

Accounting for transactions between segments are recorded at cost.

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

Three Months Ended March 31, 2026 Mobile

Solutions Power

5 unchanged sentences

Other segment items (1) 756 1,791 ( 197 ) 2,350

Segment income (loss) from operations $ ( 6,651 ) $ 14,237 $ ( 16,087 ) $ ( 8,501 )

Segment operating (loss) income $ ( 2,075 ) $ 6,297 $ ( 6,280 ) $ ( 2,058 )

Interest expense 5,769

Loss on extinguishment of debt 3,007

Other income, net ( 2,858 )

Other expense, net 502

Loss before provision for income taxes and share of net income from joint venture $ ( 8,329 )

Nine Months Ended September 30, 2024 Mobile

Three Months Ended March 31, 2025 Mobile

Solutions Power

5 unchanged sentences

Other segment items (1) 734 1,755 ( 197 ) 2,292

Segment income (loss) from operations $ ( 5,214 ) $ 11,804 $ ( 17,270 ) $ ( 10,680 )

Segment operating (loss) income $ ( 2,687 ) $ 3,023 $ ( 5,125 ) $ ( 4,789 )

Interest expense 5,194

1 unchanged sentence

Loss before provision for income taxes and share of net income from joint venture $ ( 7,814 )

_______________________________

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

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Capital expenditures:

9 unchanged sentences

The following table summarizes total assets by reportable segment.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Mobile Solutions (1) $ 292,879 $ 287,974

3 unchanged sentences

_______________________________

(1) Total assets in Mobile Solutions includes $ 39.5 million and $ 35.0 million as of September 30, 2025 and December 31, 2024, respectively, related to our investment in a joint venture (see Note 7).

(1) Total assets in Mobile Solutions includes $ 45.3 million and $ 42.5 million as of March 31, 2026 and December 31, 2025, respectively, related to our investment in a joint venture (see Note 7).

Revenue from Contracts with Customers

6 unchanged sentences

The other category includes products sold in aerospace, defense, medical, and other industries.

Three Months Ended September 30, 2025 Mobile

Solutions Power

Solutions Intersegment

Eliminations Total

Automotive and Commercial Vehicle $ 52,654 $ 7,937 $ — $ 60,591

General Industrial 1,061 12,688 — 13,749

Residential/Commercial Electrical — 17,680 — 17,680

Other 5,402 6,643 ( 183 ) 11,862

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

Three Months Ended September 30, 2024 Mobile

Solutions Power

Solutions Intersegment

Eliminations Total

Automotive and Commercial Vehicle $ 48,062 $ 7,063 $ — $ 55,125

General Industrial 17,351 10,121 — 27,472

Residential/Commercial Electrical — 20,301 — 20,301

Other 5,265 5,450 ( 26 ) 10,689

Total net sales $ 70,678 $ 42,935 $ ( 26 ) $ 113,587

Nine Months Ended September 30, 2025 Mobile

Three Months Ended March 31, 2026 Mobile

Solutions Power

6 unchanged sentences

Total net sales $ 63,113 $ 55,400 $ ( 61 ) $ 118,452

Nine Months Ended September 30, 2024 Mobile

Three Months Ended March 31, 2025 Mobile

Solutions Power

7 unchanged sentences

Sales Concentration

During the nine months ended September 30, 2025, a customer in our Mobile Solutions segment represented 11 % of consolidated revenue.

During the three months ended March 31, 2026, a customer in our Mobile Solutions segment represented 11 % of consolidated revenue.

During the three months ended March 31, 2025, a customer in our Mobile Solutions segment represented 13% of consolidated revenue, and a customer from our Power Solutions segment represented 11% of consolidated revenue.

Deferred Revenue

Deferred revenue relates to payments received in advance of performance under the contract and recognized as revenue as (or when) we perform under the contract.

The balance of deferred revenue was $ 0.2 million and $ 0.2 million as of September 30, 2025 and December 31, 2024, respectively.

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

The balance of deferred revenue was $ 0.2 million and $ 0.4 million as of September 30, 2024 and December 31, 2023, respectively.

Revenue recognized for performance obligations satisfied during the nine months ended September 30, 2024 included $ 0.4 million that was included in deferred revenue as of December 31, 2023.

The balance of deferred revenue was $ 0.5 million and $ 0.3 million as of March 31, 2026 and December 31, 2025, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the three months ended March 31, 2026 included $ 0.1 million that was included in deferred revenue as of December 31, 2025.

The balance of deferred revenue was $ 0.4 million and $ 0.2 million as of March 31, 2025 and December 31, 2024, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the three months ended March 31, 2025 included $ 0.1 million that was included in deferred revenue as of December 31, 2024.

Transaction Price Allocated to Future Performance Obligations

We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 30, 2025, unless our contracts meet one of the practical expedients.

We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2026, unless our contracts meet one of the practical expedients.

Our contracts met the practical expedient for a performance obligation that is part of a contract that has an original expected duration of one year or less.

Accounts Receivable

The balance of trade accounts receivable was $ 64.4 million and $ 65.5 million as of September 30, 2024 and December 31, 2023, respectively.

The balance of trade accounts receivable was $67.8 million and $ 61.5 million as of March 31, 2025 and December 31, 2024, respectively.

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

Nine Months Ended

September 30, 2025 September 30, 2024

Balance at beginning of year 1,515 $ 1,241

Three Months Ended

March 31, 2026 March 31, 2025

Balance at beginning of period 1,401 $ 1,515

Additions 49 ( 72 )

2 unchanged sentences

Balance at end of period $ 1,496 $ 1,375

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

During the nine months ended September 30, 2025 and 2024, we incurred fees of $ 0.4 million and $ 0.9 million, respectively, related to the sale of receivables, which is recorded in the “Other income, net” line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of September 30, 2025 there were no customers that represented 10% of consolidated accounts receivable and as of December 31, 2024, one customer represented 11 % of consolidated accounts receivable.

As of March 31, 2026, one customer represented 12 % of consolidated accounts receivable.

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

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

During the three months ended March 31, 2026 and 2025, we incurred fees of $ 0.2 million and $ 0.1 million, respectively, related to the sale of receivables, which is recorded in the Other expense (income), net line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Inventories are comprised of the following amounts:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials $ 25,991 $ 26,528

8 unchanged sentences

Amortization ( 838 ) ( 2,567 ) ( 3,405 )

Balance as of September 30, 2025 $ 13,134 $ 21,060 $ 34,194

Balance as of March 31, 2026 $ 11,458 $ 15,926 $ 27,384

Intangible assets are reviewed for impairment when changes in circumstances indicate the carrying value of those assets may not be recoverable.

There were no impairment charges for the nine months ended September 30, 2025 and 2024.

There were no impairment charges for the three months ended March 31, 2026 and 2025.

Investment in Joint Venture

5 unchanged sentences

Share of earnings 2,218

Dividends paid by joint venture ( 3,048 )

Foreign currency translation gain 571

Balance as of September 30, 2025 $ 39,485

Balance as of March 31, 2026 $ 45,332

The following table presents amounts outstanding on our debt facilities .

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Term loan facilities $ 131,810 $ 120,289

5 unchanged sentences

_______________________________

(1) In addition to this amount, costs of $ 0.9 million and $ 1.2 million related to the ABL Facility were recorded in other non-current assets as of September 30, 2025 and December 31, 2024, respectively.

We capitalized interest costs of $ 0.6 million and $ 1.0 million in the nine months ended September 30, 2025 and 2024, respectively, related to construction in progress.

(1) In addition to this amount, costs of $ 0.8 million and $ 0.9 million related to the ABL Facility (as defined below) were recorded in other non-current assets as of March 31, 2026 and December 31, 2025, respectively.

We capitalized interest costs of $ 0.2 million and $ 0.2 million in the three months ended March 31, 2026 and 2025, respectively, related to construction in progress.

Term Loan Facility

1 unchanged sentence

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 March 31, 2026, we had $ 11.4 million of outstanding letters of credit issued under the ABL Facility and $ 30.7 million in undrawn commitments .

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 previously outstanding term loan facility ( see ‘2021 Term Loan’ section 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) and whether we have borrowed any Delayed Draw Term Loans.

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 ).

The Term Loans currently bear interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment, subject to a 2.00 % floor, plus an applicable margin of 9.25 % (“Adjusted Term SOFR Rate Loans”);

or 2) the greater of various benchmark rates, with certain adjustments, plus an applicable margin of 8.25 % (“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.

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 September 30, 2025, the Term Loans bore interest, including amounts we have elected to pay as PIK interest, based on one-month Adjusted Term SOFR, at 13.51 %.

Subject to satisfying certain conditions, Delayed Draw Term Loans are available until October 16, 2026.

If we borrow Delayed Draw Term Loans, the applicable margin for all Term Loans increases by 0.50 %.

Through October 16, 2026, we incur a 1.00 % commitment fee on undrawn amounts under the Delayed Draw, payable quarterly in arrears.

At March 31, 2026, the Term Loans bore interest, including amounts we have elected to pay as PIK interest, based on one-month Adjusted Term SOFR, at 13.52 % .

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 would have voluntarily prepaid borrowings prior to April 16, 2026, we would have been 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 September 30, 2025.

We were in compliance with the financial covenants of the Term Loan Facility as of March 31, 2026.

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”).

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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 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 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.

In January 2026, we capitalized an additional $ 0.1 million in debt issuance costs as part of the borrowings under the Delayed Draw Term Loan.

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.

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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.

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:

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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 nine months ended September 30, 2025, we recognized a $ 3.0 million loss on extinguishment of debt in connection with the termination of the 2021 Term Loan Facility.

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”);

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”).

For the nine months ended September 30, 2025, based on the Alternative Base Rate, the average interest rate paid on outstanding borrowings under the ABL Facility was 6.13 % .

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 March 31, 2026, 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 September 30, 2025, there were no outstanding borrowings under the ABL Facility, $ 10.4 million of outstanding letters of credit, and $ 29.3 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 the financial covenants of the ABL Facility as of September 30, 2025.

As of March 31, 2026, we had $5.0 million outstanding borrowings under the ABL Facil ity, $ 11.4 million of outstanding letters of credit, and $ 30.7 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 March 31, 2026.

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

Our obligations under the ABL Credit Agreement are collateralized by substantially all of our and the 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 May 2025, we sold 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.

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.

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.

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As a result, the properties remain on our Condensed Consolidated Balance Sheets and the non-land assets will continue to be depreciated over their remaining useful lives.

The $ 21.2 million of total gross proceeds from these transactions were recognized as financing obligations as a component of long-term debt.

The $ 21.2 million of total gross proceeds from these transactions were recognized as financing obligations as a component of long-

The monthly lease payments, which increase 3.00% each year, are being amortized as principal payments and interest expense through 2044 based on a weighted average effective interest rate of 9.17 %.

We incurred $ 0.9 million in debt issuance costs related to these transactions, which is being amortized over the term of the debt.

In June and July 2025, we sold pieces of manufacturing equipment for an aggregate sales price of $ 2.7 million and entered into 3 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.

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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.

In June 2025, we sold additional pieces of manufacturing equipment for an aggregate sales price of $ 2.3 million and entered into 5-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.

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We have fixed rate debt with various financial institutions in France, Poland and China, with maturity dates between 2026 and 2033.

These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.24 % at September 30, 2025.

These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.20 % at March 31, 2026.

Preferred Stock

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The Series D Preferred Stock has an initial liquidation preference of $ 1,000 per share and is redeemable at our option in cash at a redemption price equal to the liquidation preference then in effect.

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 will increase by 2.5 %, and each year thereafter.

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 declar ed.

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

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

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

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For initial recognition, the Series D Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and a bifurcated embedded derivative.

The aggregate discount is amortized as a deemed dividend through March 22, 2026, which is the date the dividend rate begins to increase by 2.5 % per year.

The aggregate discount was amortized as a deemed dividend through March 22, 2026, which is the date the dividend rate increased to 14.5% per year.

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

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Note 16 discusses the accounting for these features.

As of September 30, 2025, the carrying value of the Series D Preferred Stock shares was $ 107.4 million, which included $ 60.7 million of accumulated unpaid and deemed dividends.

The following table presents the change in the Series D Preferred Stock carrying value during the nine months ended September 30, 2025.

As of March 31, 2026, the carrying value of the Series D Preferred Stock shares was $ 117.8 million, which included $ 71.2 million of accumulated unpaid and deemed dividends.

The following table presents the change in the Series D Preferred Stock carrying value during the three months ended March 31, 2026.

Balance as of December 31, 2025 $ 112,409

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Amortization 1,986

Balance as of September 30, 2025 $ 107,350

Balance as of March 31, 2026 $ 117,847

The following table contains supplemental cash flow information related to leases.

Nine Months Ended

September 30,

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

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Financing cash flows used in finance leases 1,067 981

Right-of-use assets obtained in exchange for new operating lease liabilities — 692

Right-of-use assets obtained in exchange for new finance lease liabilities 120 276

We recognized sublease income of $ 2.9 million and $ 2.9 million in the nine months ended September 30, 2025 and 2024, respectively, which is recognized in the “Other operating income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

We recognized sublease income of $ 1.0 million and $ 1.0 million in the three months ended March 31, 2026 and 2025, respectively, which is recognized in the Other operating income, net line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table presents finance lease-related assets and liabilities recorded on the balance sheet.

Financial Statement Line Item September 30, 2025 December 31, 2024

Financial Statement Line Item March 31, 2026 December 31, 2025

Finance lease assets Property, plant and equipment, net 17,498 18,108

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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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In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes.

Our effective tax rate was ( 10.4 )% and ( 11.5 )% for the three and nine months ended September 30, 2025, respectively, and ( 23.5 )% and ( 5.3 )% for the three and nine months ended September 30, 2024, respectively.

The effective tax rate for the three and nine months ended September 30, 2025 differs from the U.S.

federal statutory tax rate of 21 % primarily due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.

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 the Company’s effective tax rate due to the full valuation allowance in the U.S.

We continue to monitor additional guidance issued relation to OBBBA.

Our effective tax rate was (8.6)% and (16.8)% for the three months ended March 31, 2026 and 2025, respectively.

The effective tax rate for the three months ended March 31, 2026 differs from the U.S.

federal statutory tax rate of 21% primarily due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries, and by limitation of the

amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.

Net Loss Per Common Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net loss $ ( 6,828 ) $ ( 6,685 )

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Stock options 74 168

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Total antidilutive securities 2,264 2,488

Stock options excluded from the calculations of diluted net loss per share have a per share exercise price ranging from $ 7.93 to $ 25.16 for the nine months ended September 30, 2025.

Stock options excluded from the calculations of diluted net loss per share have a per share exercise price ranging from $ 7.93 to $ 24.55 for the three months ended March 31, 2026.

Warrants excluded from the calculation of diluted net loss per share have a per share exercise price of $ 11.03 (see Note 16).

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Restricted stock $ 485 $ 550

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Restricted Stock

The following table presents the status of unvested restricted stock awards as of September 30, 2025, and activity during the nine months then ended.

The following table presents the status of unvested restricted stock awards as of March 31, 2026, and activity during the three months then ended.

Shares Weighted Average Grant-Date

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Forfeited ( 6 ) 2.55

Unvested at September 30, 2025 2,027 $ 2.08

During the nine months ended September 30, 2025, we granted 682,000 shares of restricted stock to non-executive directors, officers and certain other employees.

The shares of these restricted stock awards vest pro-rata generally over three years for employees and over one year for non-executive directors.

Total grant date fair value of restricted stock that vested in the nine months ended September 30, 2025, was $ 2.0 million.

Unvested at March 31, 2026 2,657 $ 1.63

During the three months ended March 31, 2026, we granted 1,088,000 shares of restricted stock to non-executive directors, officers and certain other employees.

The shares of these restricted stock awards vest pro-rata generally over three years f or employees and over one year for non-executive directors.

Total grant date fair value of restricted stock that vested in the three months ended March 31, 2026, was $ 1.2 million.

Performance Share Units

Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value.

The following table presents the status of unvested PSUs as of September 30, 2025, and activity during the nine months then ended.

The following table presents the status of unvested PSUs as of March 31, 2026, and activity during the three months then ended.

Nonvested PSU Awards Weighted Average Grant-Date

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Vested ( 124 ) 1.23

Forfeited ( 60 ) 3.25

Nonvested at September 30, 2025 3,865 $ 1.48

During the nine months ended September 30, 2025, we granted 266,000 PSUs to certain executive officers, which vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of a specified index during the three-year performance period that ends December 31, 2027.

Nonvested at March 31, 2026 4,297 $ 1.47

During the three months ended March 31, 2026, we granted 544,000 PSUs t o certain executive officers, which vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of a specified index during the three-year performance period that ends December 31, 2028.

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

Accumulated Other Comprehensive Income

The following tables present the components of accumulated other comprehensive income (loss) (“AOCI”).

Foreign Currency Translation Interest rate swap Total

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

Other comprehensive income (loss) before reclassifications 806 — 806

Net other comprehensive income (loss) 806 — 806

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

Balance as of June 30, 2024 $ ( 44,495 ) $ 109 $ ( 44,386 )

Other comprehensive income (loss) before reclassifications 3,970 — 3,970

Amounts reclassified from AOCI to interest expense (1) — ( 109 ) ( 109 )

Net other comprehensive income (loss) 3,970 ( 109 ) 3,861

Balance as of September 30, 2024 $ ( 40,525 ) $ — $ ( 40,525 )

Foreign Currency Translation Interest rate swap Total

Accumulated Other Comprehensive Income (Loss)

The following tables present the components of accumulated other comprehensive income (loss).

Foreign Currency Translation

Balance as of December 31, 2025 $ ( 38,579 )

Other comprehensive income (loss) before reclassifications 8,385 — 8,385

Net other comprehensive income (loss) 8,385 — 8,385

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

Other comprehensive income 1,547

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

Balance as of December 31, 2024 $ ( 48,167 )

Other comprehensive income (loss) before reclassifications ( 1,763 ) — ( 1,763 )

Amounts reclassified from AOCI to interest expense (1) — ( 1,007 ) ( 1,007 )

Net other comprehensive income (loss) ( 1,763 ) ( 1,007 ) ( 2,770 )

Balance as of September 30, 2024 $ ( 40,525 ) $ — $ ( 40,525 )

______________________

(1) Represents gain recognized in interest expense on effective interest rate swap.

Other comprehensive income 3,125

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

Fair Value Measurements

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In conjunction with an amendment to our 2021 Term Loan in 2023, we issued warrants to purchase up to 2.0 million shares of our common stock at an exercise price of $ 0.01 per share (the “2023 Warrants”).

The 2023 Warrants are exercisable, in full or in part, at any time prior to June 30, 2033.

The 2023 Warrants include anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events.

During the three months ended June 30, 2024,

500,000 of the 2023 Warrants were exercised on a cashless basis, resulting in the issuance of 499,000 shares of common stock.

As of September 30, 2025, 1.5 million of the 2023 Warrants remain outstanding.

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.

During the three months ended March 31, 2024, all of the 2021 Warrants were exercised on a cashless basis, resulting in the issuance of 1,896,000 shares of common stock.

In conjunction with our placement of Series B Preferred Stock in 2019, we issued detachable warrants to purchase up to 1.5 million shares of our common stock (the “2019 Warrants”).

The 2023 Warrants were exercisable, in full or in part, at any time prior to June 30, 2033.

The 2023 Warrants included anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events.

As of March 31, 2026, all 2023 Warrants have been exercised with 1,455,000 being settled on a cashless basis during the three months ended March 31, 2026.

In conjunction with our placement of the Series B Preferred Stock in 2019, we issued warrants to purchase up to 1.5 million shares of our common stock (the “2019 Warrants”).

The 2019 Warrants, are exercisable, in full or in part, at any time prior to December 11, 2026, at an exercise price of $ 11.03 per share, and are subject to anti-dilution adjustments in the event of future below market issuances, stock splits, stock dividends, combinations or similar events.

The following table presents the change in the liability balance of the embedded derivatives during the nine months ended September 30, 2025.

During the three months ended March 31, 2026, a portion of the 2019 Warrants were cancelled resulting in a decrease of 285,000 exercisable shares.

The following table presents the change in the liability balance of the embedded derivatives during the three months ended March 31, 2026:

Balance as of December 31, 2025 $ 1,868

Change in fair value (1) 245

Balance as of September 30, 2025 $ 3,083

Settlements ( 2,110 )

Balance as of March 31, 2026 $ 3

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(1) Changes in the fair value are recognized in the “Other income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(1) Changes in the fair value are recognized in the Other expense (income), net line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following tables show the fair values of the embedded derivatives within the fair value hierarchy.

September 30, 2025 Quoted Prices in Active Markets for Identical Assets

March 31, 2026 Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

Derivative liability - other non-current liabilities $ 3,004 $ — $ 79

Derivative liability - other current liabilities $ — $ — $ 3

December 31, 2025 Quoted Prices in Active Markets for Identical Assets

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The fair value of the 2019 Warrants is determined using a valuation model that utilizes unobservable inputs to determine the probability that the 2019 Warrants will remain outstanding for future periods (Level 3).

The probabilities resulted in a weighted average term of 1.8 years and 2.0 years as of September 30, 2025 and December 31, 2024, respectively.

Interest Rate Swap

On July 22, 2021, we entered into a fixed-rate interest rate swap agreement to change the LIBOR-based component of the interest rate on a portion of our variable rate debt to a fixed rate of 1.291 % (the “2021 Swap”).

The 2021 Swap had a notional amount of $ 60.0 million and a maturity date of July 31, 2024.

We designated the 2021 Swap as a cash flow hedge at inception with cash settlements recognized in interest expense.

During the first quarter of 2023, we terminated the 2021 Swap and received cash proceeds of $ 2.5 million, which was the then fair value of the 2021 Swap.

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 three and nine months ended September 30, 2024, we recognized an interest benefit of $ 0.2 million and $ 1.0 million, respectively, from gains recognized in interest expense on the effective interest rate swap in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The probabilities resulted in a weighted average term of 0.8 years and 1.3 years as of March 31, 2026 and December 31, 2025, respectively.

Fair Value Disclosures

Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, and debt.

As of September 30, 2025 and December 31, 2024, the carrying values of these financial instruments, except for debt, approximated fair value.

The fair value of our debt was $ 153.9 million and $ 147.8 million, with a carrying amount of $ 154.9 million and $ 148.6 million, as of September 30, 2025 and December 31, 2024, respectively.

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).

As of March 31, 2026 and December 31, 2025, the carrying values of these financial instruments, except for debt, approximated fair value.

The fair value of our debt was $ 153.6 million and $ 156.9 million, with a carrying amount of $ 170.4 million and $ 159.5 million, as of March 31, 2026 and December 31, 2025, respectively.

The fair value of debt was calculated by discounting the future cash flows to its present value using prevailing market interest rates for debt with similar creditworthiness, terms and maturities (Level 3).

Plant Optimization Activities

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, and in March 2025 we ended production activity at our Mobile Solutions plant in Dowagiac, Michigan.

During the second half of 2024, we took specific steps to consolidate our footprint by identifying two manufacturing facilities to close due to volume rationalization which have reduced costs and improved operational efficiency.

We ceased production activities at our Mobile Solutions plants in Juarez, Mexico and Dowagiac, Michigan in January 2025 and March 2025, respectively.

In addition, we implemented operational and cost optimization actions to reduce indirect and overhead costs.

As of June 30, 2025, we substantially completed the facility closures and organizational changes.

We estimate incurring $ 13.6 million in charges and once fully implemented, we expect to recognize annual benefits of approximately $ 5.4 million.

We have recognized cumulative costs of $ 13.4 million, 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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

In connection therewith, as stated in our 2025 Annual Report, we recognized $13.4 million in charges.

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

The following is a summary of costs incurred and amounts accrued during the nine months ended September 30, 2025.

Severance and employee related Impairment of property and equipment Costs associated with exit or disposal activities Total

Balance as of December 31, 2023 $ — $ — $ — $ —

Restructuring costs 3,267 6,546 2,787 12,600

Amounts paid ( 581 ) — ( 257 ) ( 838 )

Charges against assets — ( 6,546 ) ( 2,530 ) ( 9,076 )

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

The following is a summary of plant optimization reserve activity for the three months ended March 31, 2026:

Severance and employee related

Balance as of December 31, 2025 $ 512

Restructuring costs 380 — 401 781

Amounts paid ( 9 )

Balance as of September 30, 2025 $ 705 $ — $ — $ 705

Balance as of March 31, 2026 $ 503

Voluntary Early Retirement Program

During the nine months ended September 30, 2025, we recognized $ 0.4 million related to an early retirement incentive program (“ERIP”) that was open to certain U.S.

During the three months ended March 31, 2026, we recognized $ 0.1 million related to an early retirement incentive program (“ERIP”) that was open to certain U.S.

employees that met specified age and service requirements, and who terminated employment in 2026.

The estimated total cost of the ERIP, including costs recognized in 2025, is $ 0.5 million with all benefit payments expected to be made in 2026.

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.

We received net proceeds of $ 15.4 million after paying certain transaction costs, which was used to repay a portion of the outstanding borrowings under the Term Loan Facility.

We determined that the sale of IMC did not represent a strategic shift that will have a major effect on the consolidated results of operations, therefore the results of this business will continue to be reported within our Power Solutions segment.

The gain on sale of business is recognized in the “Other income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following is a summary of the net gain recognized in connection with the divestiture:

Net proceeds $ 17,000

Net assets disposed 8,281

Direct costs to sell 1,565

Gain on sale of business $ 7,154

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-Q

Item 1. Financial Statements