NN INC 10-Q

Item 1. Financial Statements NN, Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) Three Months Ended March 31, (in thousands, except per share data) 2026 2025 Net sales $ 118,452 $ 105,688 Cost of sales (exclusive of depreciation and amortization shown separately below) 99,031 91,646 Selling, general, and administrative expense 13,294 11,170 Depreciation and amortization 9,240 8,774 Other operating income, net ( 1,055 ) ( 1,113 ) Loss from operations ( 2,058 ) ( 4,789 ) Interest expense 5,769 5,194 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 ) Provision for income taxes ( 717 ) ( 1,310 ) Share of net income from joint venture 2,218 2,439 Net loss $ ( 6,828 ) $ ( 6,685 ) 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 ) Shares used to calculate basic and diluted net loss per share 49,702 49,075 See notes to condensed consolidated financial statements (unaudited). 3 Table of Contents NN, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except per share data) March 31, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 8,471 $ 11,377 Accounts receivable, net of allowances of $ 1,496 and $ 1,401 at March 31, 2026 and December 31, 2025 71,977 59,785 Inventories 68,181 65,978 Income tax receivable 13,622 13,389 Prepaid assets 5,375 2,952 Other current assets 12,466 10,526 Total current assets 180,092 164,007 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 Operating lease right-of-use assets 33,474 35,155 Intangible assets, net 27,384 30,789 Investment in joint venture 45,332 42,543 Deferred tax assets 1,673 1,673 Other non-current assets 7,102 7,732 Total assets $ 453,426 $ 440,784 Liabilities, Preferred Stock, and Stockholders’ Equity Current liabilities: Accounts payable $ 51,881 $ 49,442 Accrued salaries, wages and benefits 17,136 14,004 Income tax payable 323 553 Current maturities of long-term debt 3,511 5,791 Current portion of operating lease liabilities 5,846 6,430 Other current liabilities 17,826 13,575 Total current liabilities 96,523 89,795 Deferred tax liabilities 4,427 4,312 Long-term debt, net of current maturities 166,853 153,758 Operating lease liabilities, net of current portion 35,168 37,092 Other non-current liabilities 6,505 9,420 Total liabilities 309,476 294,377 Commitments and contingencies (Note 11) 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, 52,789 and 50,196 shares issued and outstanding at March 31, 2026 and December 31, 2025 527 502 Additional paid-in capital 437,061 439,700 Accumulated deficit ( 374,453 ) ( 367,625 ) Accumulated other comprehensive loss ( 37,032 ) ( 38,579 ) Total stockholders’ equity 26,103 33,998 Total liabilities, preferred stock, and stockholders’ equity $ 453,426 $ 440,784 See notes to condensed consolidated financial statements (unaudited). 4 Table of Contents NN, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Cash flows from operating activities Net loss $ ( 6,828 ) $ ( 6,685 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9,240 8,774 Amortization of debt issuance costs and discount 249 716 Paid-in-kind interest 1,542 316 Total derivative loss (gain), net of cash settlements 245 ( 1,762 ) Share of net income from joint venture ( 2,218 ) ( 2,439 ) Share-based compensation expense 801 839 Deferred income taxes 179 174 Other ( 196 ) ( 519 ) Changes in operating assets and liabilities: Accounts receivable ( 12,011 ) ( 5,403 ) Inventories ( 1,919 ) ( 220 ) Other operating assets ( 4,479 ) ( 3,444 ) Income taxes receivable and payable, net ( 457 ) ( 163 ) Accounts payable 578 6,468 Other operating liabilities 6,653 3 Net cash used in operating activities ( 8,621 ) ( 3,345 ) Cash flows from investing activities Acquisition of property, plant and equipment ( 3,297 ) ( 3,907 ) Proceeds from sale of property, plant, and equipment 100 177 Net cash used in investing activities ( 3,197 ) ( 3,730 ) Cash flows from financing activities Proceeds from asset backed credit facilities 16,200 11,000 Repayments of asset backed credit facilities ( 15,950 ) ( 9,026 ) Proceeds from long-term debt 10,000 — Repayments long-term debt ( 284 ) — Cash paid for debt issuance costs ( 100 ) — Repayments of financing obligations ( 465 ) ( 297 ) Other ( 1,444 ) ( 1,094 ) Net cash provided by financing activities 7,957 583 Effect of exchange rate changes on cash flows 955 103 Net change in cash and cash equivalents ( 2,906 ) ( 6,389 ) Cash and cash equivalents at beginning of period 11,377 18,128 Cash and cash equivalents at end of period $ 8,471 $ 11,739 See notes to condensed consolidated financial statements (unaudited). 5 Table of Contents NN, Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity Three Months Ended March 31, 2026 and 2025 (Unaudited) Common Stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total (in thousands) Number of shares Par value Balance as of December 31, 2025 50,196 $ 502 $ 439,700 $ ( 367,625 ) $ ( 38,579 ) $ 33,998 Net loss — — — ( 6,828 ) — ( 6,828 ) 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 ) — — — Share-based compensation expense — — 801 — — 801 Restricted shares surrendered for tax withholdings under stock incentive plans ( 68 ) ( 1 ) ( 85 ) — — ( 86 ) Other comprehensive income — — — — 1,547 1,547 Balance as of March 31, 2026 52,789 $ 527 $ 437,061 $ ( 374,453 ) $ ( 37,032 ) $ 26,103 Common Stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total (in thousands) Number of shares Par value Balance as of December 31, 2024 49,908 $ 499 $ 455,811 $ ( 333,621 ) $ ( 48,167 ) $ 74,522 Net loss — — — ( 6,685 ) — ( 6,685 ) Dividends accrued for preferred stock — — ( 4,407 ) — — ( 4,407 ) 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 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). 6 Table of Contents NN, Inc. Notes to Condensed Consolidated Financial Statements March 31, 2026 (Unaudited) Note 1. Interim Financial Statements Nature of Business 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 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. and its subsidiaries. Basis of Presentation The accompanying condensed consolidated financial statements have not been audited. The Condensed Consolidated Balance Sheet as of December 31, 2025, was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), which we filed with the U.S. 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 months ended March 31, 2026 and 2025; 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. Certain prior period amounts have been reclassified to conform to the current year’s presentation. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted from the unaudited condensed consolidated financial statements presented in this Quarterly Report. 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 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. dollar amounts and share counts presented in the tables in these Notes to Condensed Consolidated Financial Statements are in thousands. Accounting Standards Recently Adopted In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which requires additional annual income tax disclosures. These include a tabular rate reconciliation comprised of eight specific categories, the disaggregation of income taxes paid between federal, state, and foreign jurisdictions, and to disaggregate income from continuing operations before income tax expense and income tax expense from continuing operations between domestic and foreign. 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. 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): Disaggregation of Income Statement Expenses ” (“ASU 2024-03”), which requires disaggregated disclosures of certain categories of expenses that are included in income statement line items. ASU 2024-03 is effective for fiscal years beginning on or after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Companies may early adopt and can apply the guidance prospectively or retrospectively. We have not yet determined the potential impact of adopting this standard. 7 Table of Contents Assets Held for Sale During the year ended December 31, 2025, we ceased production activity at our Mobile Solutions plant in Dowagiac, Michigan. The assets that we own have been classified as held for sale as of 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. Note 2. Segment Information Our business is aggregated into the following two reportable segments: • Mobile Solutions, which is focused on growth in the automotive, general industrial, and medical end markets; and • Power Solutions, which is focused on growth in the electrical, general industrial, automotive, and medical end markets. These reportable segments are considered our two operating segments as each has engaged in business activities for which it earns revenues and incurs expenses, discrete financial information is available for each, and this is the level at which the chief operating decision maker (“CODM”) reviews discrete financial information for purposes of allocating resources and assessing performance. The CODM, who is our President and Chief Executive Officer, uses segment operating income (loss) to evaluate the performance of our segments each quarter and for annual forecasting purposes. 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. 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 Solutions Corporate and Eliminations Total Net sales $ 63,113 $ 55,400 $ ( 61 ) $ 118,452 Cost of sales 55,633 43,469 ( 71 ) 99,031 Selling, general, and administrative expense 4,136 3,043 6,115 13,294 Depreciation expense 4,663 800 372 5,835 Other segment items (1) 756 1,791 ( 197 ) 2,350 Segment operating (loss) income $ ( 2,075 ) $ 6,297 $ ( 6,280 ) $ ( 2,058 ) Interest expense 5,769 Other expense, net 502 Loss before provision for income taxes and share of net income from joint venture $ ( 8,329 ) Three Months Ended March 31, 2025 Mobile Solutions Power Solutions Corporate and Eliminations Total Net sales $ 62,244 $ 43,508 ( 64 ) $ 105,688 Cost of sales 56,450 35,268 ( 72 ) 91,646 Selling, general, and administrative expense 3,538 2,682 4,950 11,170 Depreciation expense 4,209 780 380 5,369 Other segment items (1) 734 1,755 ( 197 ) 2,292 Segment operating (loss) income $ ( 2,687 ) $ 3,023 $ ( 5,125 ) $ ( 4,789 ) Interest expense 5,194 Other income, net ( 2,169 ) 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. 8 Table of Contents The following table presents capital expenditures and depreciation and amortization by reportable segment. Three Months Ended March 31, 2026 2025 Capital expenditures: Mobile Solutions $ 2,911 $ 2,666 Power Solutions 202 874 Corporate 184 367 Total $ 3,297 $ 3,907 Depreciation and amortization: Mobile Solutions $ 5,501 $ 5,047 Power Solutions 3,367 3,347 Corporate 372 380 Total $ 9,240 $ 8,774 The following table summarizes total assets by reportable segment. March 31, 2026 December 31, 2025 Mobile Solutions (1) $ 292,879 $ 287,974 Power Solutions 129,044 123,883 Corporate 31,503 28,927 Total $ 453,426 $ 440,784 _______________________________ (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). Note 3. Revenue from Contracts with Customers Revenue is recognized when control of the good or service is transferred to the customer either at a point in time or, in limited circumstances, as our services are rendered over time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services. The following tables summarize revenue by customer industry. Our products in the automotive and commercial vehicle industry include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, fuel systems, emissions control, transmissions, stampings, sensors, and electrical contacts. Our products in the general industrial industry include high-precision metal components for a variety of industrial applications including diesel industrial motors, heating and cooling systems, fluid power systems, power tools, and more. While many of the industries we serve include electrical components, our products in the residential/commercial electrical industry category in the following tables include components used in smart meters, charging stations, circuit breakers, transformers, electrical contact assemblies, precision stampings, welded contact assemblies, specification plating, and surface finishing. The other category includes products sold in aerospace, defense, medical, and other industries. Three Months Ended March 31, 2026 Mobile Solutions Power Solutions Intersegment Sales Eliminations Total Automotive and Commercial Vehicle $ 55,083 $ 8,148 $ — $ 63,231 General Industrial 1,322 14,665 — 15,987 Residential/Commercial Electrical — 25,233 — 25,233 Other 6,708 7,354 ( 61 ) 14,001 Total net sales $ 63,113 $ 55,400 $ ( 61 ) $ 118,452 9 Table of Contents Three Months Ended March 31, 2025 Mobile Solutions Power Solutions Intersegment Sales Eliminations Total Automotive and Commercial Vehicle $ 52,887 $ 7,237 $ — $ 60,124 General Industrial 4,403 9,579 — 13,982 Residential/Commercial Electrical — 20,532 — 20,532 Other 4,954 6,160 ( 64 ) 11,050 Total net sales $ 62,244 $ 43,508 $ ( 64 ) $ 105,688 Sales Concentration 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 $ 0.5 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 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. Note 4. Accounts Receivable 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. Three Months Ended March 31, 2026 March 31, 2025 Balance at beginning of period 1,401 $ 1,515 Additions 49 ( 72 ) Write-offs and other 49 ( 81 ) Currency impact ( 3 ) 13 Balance at end of period $ 1,496 $ 1,375 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). 10 Table of Contents Note 5. Inventories Inventories are comprised of the following amounts: March 31, 2026 December 31, 2025 Raw materials $ 25,991 $ 26,528 Work in process 22,101 19,739 Finished goods 20,089 19,711 Total inventories $ 68,181 $ 65,978 Note 6. Intangible Assets The following table shows changes in the carrying amount of intangible assets, net, by reportable segment. Mobile Solutions Power Solutions Total Balance as of December 31, 2025 $ 12,296 $ 18,493 $ 30,789 Amortization ( 838 ) ( 2,567 ) ( 3,405 ) 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 three months ended March 31, 2026 and 2025. Note 7. Investment in Joint Venture We own a 49 % investment in Wuxi Weifu Autocam Precision Machinery Company, Ltd. (the “JV”), a joint venture located in Wuxi, China. The JV is jointly controlled and managed, and we account for it under the equity method, with the share of net income from the joint venture recorded in the Mobile Solutions segment. The following table shows changes in our investment in the JV. Balance as of December 31, 2025 $ 42,543 Share of earnings 2,218 Foreign currency translation gain 571 Balance as of March 31, 2026 $ 45,332 Note 8. Debt The following table presents amounts outstanding on our debt facilities . March 31, 2026 December 31, 2025 Term loan facilities $ 131,810 $ 120,289 ABL Facility 4,950 4,700 Financing obligations from sale-leaseback transactions 29,777 30,213 International loans 7,534 8,148 Unamortized debt issuance costs and discount (1) ( 3,707 ) ( 3,801 ) Total debt $ 170,364 $ 159,549 _______________________________ (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 On April 16, 2025 (the “Closing Date”), we entered into a Term Loan Credit Agreement by and among the Company, the lenders from time to time party thereto (collectively, the “Lenders”) and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”) for the Lenders (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement establishes a new $ 128.0 million senior secured Term Loan Facility (the “Term Loan Facility”) consisting of (i) a $ 118.0 million of term loan funded in full on the Closing Date (the “Closing Date Term Loans”) and (ii) $ 10.0 million of delayed draw term loan commitments (any delayed draw term loans funded thereunder, the “Delayed Draw Term Loans”, and together, with the Closing Date Term Loans, the “Term Loans”). As of 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 11 Table of Contents used the proceeds from the Closing Date Term Loan to repay all of our outstanding obligations under our outstanding term loan facility ( see “2021 Term Loan” below ). Under the Term Loan Credit Agreement, interest rates on the Term Loans are determined based on the type of Term Loan, the length of the interest period, our Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Agreement). The Term Loans currently bear interest at either: 1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a credit spread adjustment, subject to a 2.00 % floor, plus an applicable margin ranging from 8.75 % to 9.75 % based on our Consolidated Net Leverage Ratio (as defined herein) (“Adjusted Term SOFR Rate Loans”); or 2) the greater of various benchmark rates, with certain adjustments, plus an applicable margin ranging from 7.75 % to 8.75 % based on our Consolidated Net Leverage Ratio (“Base Rate Loans”). For interest payments due before April 16, 2027, we may elect to pay a portion of interest in-kind (“PIK Election”), subject to a minimum cash interest of 5.25 % for Adjusted Term SOFR Rate Loans and 4.25 % for Base Rate Loans. The applicable margin increases by 0.50 % on borrowings to which the PIK Election is made. At 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 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 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”). Our obligations under the Term Loan Credit Agreement are collateralized by substantially all of our and the Guarantors’ assets. The Term Loan Agent, for itself and on behalf of the Lenders, has a first lien on all domestic assets, other than accounts receivable and inventory, and certain foreign assets and has a second lien on domestic accounts receivable and inventory. The Term Loan Credit Agreement contains 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. 2021 Term Loan On March 22, 2021, we entered into a $150.0 million term loan facility (as amended from time to time, the “2021 Term Loan Facility”) which required principal payments of $0.4 million with the remaining unpaid principal amount due at the original loan maturity date of September 22, 2026 . On April 16, 2025, we repaid all of our outstanding obligations under the 2021 Term Loan Facility with the proceeds from the Closing Date Term Loans. The 2021 Term Loan Facility was collateralized by all of our assets and had a first lien on all domestic assets, other than accounts receivable and inventory and had a second lien on 12 Table of Contents domestic accounts receivable and inventory. Outstanding borrowings on the 2021 Term Loan bore interest at either: 1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment (“Adjusted Term SOFR”), subject to a 1.000 % floor, plus an applicable margin of 6.875 %, or 2) the greater of various benchmark rates plus an applicable margin of 5.875 %. Beginning in the second quarter of 2023, interest was increased on a paid-in-kind basis at a rate between 1.00 % and 2.00 % (“PIK interest”), dependent on our net leverage ratio for the most recently reported fiscal quarter and subject to reduction upon the occurrence of certain conditions as set forth in the credit agreement governing the 2021 Term Loan Facility. At April 16, 2025, the 2021 Term Loan Facility bore interest, including PIK interest, based on one-month Adjusted Term SOFR, at 12.30 %. The 2021 Term Loan Facility was issued at a $ 3.8 million discount and we capitalized an additional $ 5.5 million in debt issuance costs which were amortized over the term of the debt. During the year ended December 31, 2025, we recognized a $ 3.0 million loss on extinguishment in connection with the termination of the 2021 Term Loan Facility. ABL 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. 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. We capitalized a total of $ 1.2 million in new debt issuance costs related to the ABL Facility. 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. Since these lease agreements allow for us to exercise renewal options that extend for substantially all of the remaining economic life, we have the ability to maintain the risks and rewards of ownership. Because the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606. As a result, the properties remain on our 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- 13 Table of Contents term debt. The monthly lease payments, which increase 3.00% each year, are being amortized as principal payments and interest expense through 2044 based on a weighted average effective interest rate of 9.17 %. We incurred $ 0.9 million in debt issuance costs related to these transactions, which is being amortized over the term of the debt. In June and July 2025, we sold pieces of manufacturing equipment for an aggregate sales price of $ 2.7 million and entered into 3 to 5-year lease agreements with the purchaser for the equipment. In March 2024, we sold multiple pieces of manufacturing equipment for an aggregate sales price of $ 4.9 million. Concurrent with the sale, we entered into a 5-year lease agreement with the purchaser that includes a repurchase option for this equipment. In May 2024, we sold additional pieces of manufacturing equipment for an aggregate sales price of $ 3.4 million and entered into 5-year and 6-year lease agreements with the purchaser for the equipment. Since these lease agreements allow for us to exercise a purchase option, we have the ability to maintain the risks and rewards of ownership. Since the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606. As a result, the assets remain on our Condensed Consolidated Balance Sheets and will continue to be depreciated over their remaining useful lives. The $ 11.0 million of total gross proceeds from these transactions were recognized as a financing obligation as a component of long-term debt. The monthly lease payments are being amortized as principal payments and interest expense on a weighted average effective interest rate of 8.26 %. International Loans 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 2.20 % at March 31, 2026. Note 9. Preferred Stock On March 22, 2021, we completed a private placement of 65,000 shares of newly designated Series D Perpetual Preferred Stock, with a par value of $ 0.01 per share (the “Series D Preferred Stock”), at a price of $ 1,000 per share. 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 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. The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control. 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 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. In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives, certain features of the Series D Preferred Stock were bifurcated and accounted for as derivatives separately. Note 16 discusses the accounting for these features. 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 Accrual of in-kind dividends 3,452 Amortization 1,986 Balance as of March 31, 2026 $ 117,847 14 Table of Contents Note 10. Leases The following table contains supplemental cash flow information related to leases. Three Months Ended March 31, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 2,127 $ 2,158 Operating cash flows used in finance leases 116 133 Financing cash flows used in finance leases 1,067 981 Right-of-use assets obtained in exchange for new finance lease liabilities 120 276 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 March 31, 2026 December 31, 2025 Finance lease assets Property, plant and equipment, net 17,498 18,108 Finance lease current liabilities Other current liabilities 4,269 4,163 Finance lease non-current liabilities Other non-current liabilities 3,057 4,110 Total finance lease liabilities $ 7,326 $ 8,273 Note 11. Commitments and Contingencies Brazil ICMS Tax Matter Prior to the acquisition of Autocam Corporation (“Autocam”) in 2014, Autocam’s Brazilian subsidiary (“Autocam Brazil”) received notification from the Brazilian tax authority regarding ICMS (state value added tax) tax credits claimed on intermediary materials (e.g., tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS tax credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing processes. 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 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. We have obtained multiple favorable decisions and one unfavorable decision. Although we anticipate a favorable resolution to the remaining matters, we can provide no assurances that we will be successful in achieving dismissal of all pending cases. The U.S. dollar amount that would be owed in the event of an unfavorable decision is subject to interest, penalties, and currency impacts and therefore is dependent on the timing of the decision. For the remaining open lawsuits, we currently believe the cumulative potential liability in the event of unfavorable decisions on all matters will be less than $ 2.0 million, inclusive of interest and penalties. We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to the Autocam acquisition. Accordingly, we do not expect such losses, if any, to have a material impact on our business, operations or financial results. Other Legal Matters All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, or cash flows. 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. Note 12. Income Taxes 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 15 Table of Contents 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. Note 13. Net Loss Per Common Share The following table summarizes the computation of basic and diluted net loss per common share. Three Months Ended March 31, 2026 2025 Numerator: Net loss $ ( 6,828 ) $ ( 6,685 ) Adjustment for preferred stock cumulative dividends and deemed dividends ( 5,438 ) ( 4,407 ) Numerator for basic and diluted net loss per common share $ ( 12,266 ) $ ( 11,092 ) Denominator: Weighted average common shares outstanding 50,386 49,987 Adjustment for participating securities ( 2,123 ) ( 2,372 ) Adjustment for warrants outstanding (1) 1,439 1,460 Shares used to calculate basic and diluted net loss per share 49,702 49,075 Basic and diluted net loss per common share $ ( 0.25 ) $ ( 0.23 ) _______________________________ (1) Outstanding warrants that are exercisable at an exercise price of $ 0.01 per share are included in shares outstanding for calculation of basic earnings per share (see Note 16). The following table presents securities that could be potentially dilutive in the future that were excluded from the calculation of diluted net loss per common share because they had an anti-dilutive effect. Three Months Ended March 31, 2026 2025 Stock options 74 168 Warrants 1,370 1,500 Performance share units 820 820 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 $ 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). Performance share units are potentially dilutive when the related performance criterion has been met. Note 14. Share-Based Compensation The following table lists the components of share-based compensation expense by type of award, which is recognized in the Selling, general, and administrative expense line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Three Months Ended March 31, 2026 2025 Restricted stock $ 485 $ 550 Performance share units 316 289 Share-based compensation expense $ 801 $ 839 16 Table of Contents Restricted Stock The following table presents the status of unvested restricted stock awards as of March 31, 2026, and activity during the three months then ended. Nonvested Restricted Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2026 2,027 $ 2.08 Granted 1,088 1.23 Vested ( 452 ) 2.69 Forfeited ( 6 ) 2.55 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 March 31, 2026, and activity during the three months then ended. Nonvested PSU Awards Weighted Average Grant-Date Fair Value Nonvested at January 1, 2026 3,877 $ 1.48 Granted 544 1.33 Vested ( 124 ) 1.23 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 . Note 15. 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 1,547 Balance as of March 31, 2026 $ ( 37,032 ) Balance as of December 31, 2024 $ ( 48,167 ) Other comprehensive income 3,125 Balance as of March 31, 2025 $ ( 45,042 ) Note 16. Fair Value Measurements Fair value is an exit price representing the expected amount that an entity would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We followed consistent methods and assumptions to estimate fair values as more fully described in the 2025 Annual Report. 17 Table of Contents Embedded Derivatives In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives , certain features of our preferred stock and long-term debt were bifurcated and accounted for as derivatives separately. 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 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. 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 Settlements ( 2,110 ) Balance as of March 31, 2026 $ 3 _______________________________ (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. March 31, 2026 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability - other current liabilities $ — $ — $ 3 December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability - other non-current liabilities $ 1,861 $ — $ 7 The fair value of the 2023 Warrants and 2021 Warrants is determined using the observable market price of a share of our common stock, less the $ 0.01 per share exercise price (Level 1). 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 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 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). Note 17. 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 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. 18 Table of Contents 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. 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 Amounts paid ( 9 ) Balance as of March 31, 2026 $ 503 Voluntary Early Retirement Program 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. 19 Table of Contents