What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 259 added, 131 removed, 438 unchanged (47% of the section changed)

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share data) 2026 2025 2026 2025

4 unchanged sentences

Other operating income, net ( 1,041 ) ( 1,327 ) ( 2,096 ) ( 2,440 )

Loss from operations ( 2,058 ) ( 4,789 )

Income (loss) from operations 1,005 ( 1,464 ) ( 1,053 ) ( 6,253 )

Interest expense 5,720 5,657 11,489 10,851

Loss on extinguishment of debt — 3,007 — 3,007

Other expense (income), net ( 217 ) ( 619 ) 285 ( 2,788 )

5 unchanged sentences

Foreign currency translation gain 1,213 4,454 2,760 7,579

Other comprehensive income $ 1,547 $ 3,125

Total other comprehensive income 1,213 4,454 2,760 7,579

Comprehensive loss $ ( 1,054 ) $ ( 3,648 ) $ ( 6,335 ) $ ( 7,208 )

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

Basic and diluted net loss per common share $ ( 0.13 ) $ ( 0.26 ) $ ( 0.38 ) $ ( 0.48 )

Shares used to calculate basic and diluted net loss per common share 50,256 49,433 49,982 49,255

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Balance Sheets

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

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

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 16,450 $ 11,377

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

Accounts receivable, net of allowances of $ 2,651 and $ 1,401 at June 30, 2026 and December 31, 2025

72,093 59,785

4 unchanged sentences

Total current assets 174,349 164,007

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

Property, plant and equipment, net of accumulated depreciation of $ 277,576 and $ 265,399 at June 30, 2026 and December 31, 2025

160,725 158,885

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 March 31, 2026 and December 31, 2025

Series D perpetual preferred stock - $ 0.01 par value per share, 65 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025

122,128 112,409

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

Common stock - $ 0.01 par value per share, 90,000 shares authorized, 52,574 and 50,196 shares issued and outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital 433,225 439,700

4 unchanged sentences

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended

(in thousands) 2026 2025

1 unchanged sentence

Net loss $ ( 9,095 ) $ ( 14,787 )

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 18,584 17,692

1 unchanged sentence

Paid-in-kind interest 3,283 1,236

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

Loss on extinguishment of debt — 3,007

Total derivative loss (gain) 250 ( 2,036 )

Share of net income from joint venture ( 4,638 ) ( 4,620 )

9 unchanged sentences

Other operating liabilities 2,582 ( 3,540 )

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

Net cash provided by (used in) operating activities 11,798 ( 4,041 )

Cash flows from investing activities

6 unchanged sentences

Proceeds from long-term debt 10,000 118,579

Repayments long-term debt ( 284 ) —

Cash paid for debt issuance costs ( 100 ) —

Repayments of long-term debt ( 566 ) ( 115,356 )

Payments for debt issuance costs ( 100 ) ( 3,553 )

Proceeds from sale-leaseback of equipment — 946

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

Repayments of financing obligations ( 949 ) ( 601 )

6 unchanged sentences

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Cash Flows

Six Months Ended

(in thousands) 2026 2025

Supplemental schedule of non-cash activities:

Non-cash additions to property, plant and equipment $ 2,208 $ 3,547

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 March 31, 2026 and 2025

Three Months Ended June 30, 2026 and 2025

Common Stock Additional

1 unchanged sentence

(in thousands) Number of shares Par

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

Net loss — — — ( 2,267 ) — ( 2,267 )

Dividends accrued for preferred stock — — ( 4,281 ) — — ( 4,281 )

Shares issued under stock incentive plans, net of forfeitures ( 56 ) ( 1 ) 1 — — —

Share-based compensation expense — — 808 — — 808

Restricted shares surrendered for tax withholdings under stock incentive plans ( 159 ) ( 1 ) ( 364 ) — — ( 365 )

Other comprehensive income — — — — 1,213 1,213

Balance as of June 30, 2026 52,574 $ 525 $ 433,225 $ ( 376,720 ) $ ( 35,819 ) $ 21,211

Common Stock Additional

capital Accumulated deficit Accumulated other comprehensive loss Total

(in thousands) Number of shares Par

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

Net loss — — — ( 8,102 ) — ( 8,102 )

Dividends accrued for preferred stock — — ( 4,614 ) — — ( 4,614 )

Shares issued under stock incentive plans, net of forfeitures ( 64 ) — — — — —

Share-based compensation expense — — 801 — — 801

Restricted shares surrendered for tax withholdings under stock incentive plans ( 175 ) ( 2 ) ( 341 ) — — ( 343 )

Other comprehensive income — — — — 4,454 4,454

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

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Six Months Ended June 30, 2026 and 2025

Common Stock Additional

capital Accumulated deficit Accumulated other comprehensive loss Total

(in thousands) Number of shares Par

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

2 unchanged sentences

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 ) — — —

Shares issued under stock incentive plans, net of forfeitures 1,150 11 ( 11 ) — — —

Share-based compensation expense — — 1,609 — — 1,609

1 unchanged sentence

Other comprehensive income — — — — 2,760 2,760

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

Balance as of June 30, 2026 52,574 $ 525 $ 433,225 $ ( 376,720 ) $ ( 35,819 ) $ 21,211

Common Stock Additional

8 unchanged sentences

Other comprehensive income — — — — 7,579 7,579

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

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

See notes to condensed consolidated financial statements (unaudited).

Notes to Condensed Consolidated Financial Statements

March 31, 2026

June 30, 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 March 31, 2026, we had 27 facilities in North America, South America, Europe and China.

As of June 30, 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 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.

financial position as of June 30, 2026 and December 31, 2025;

and cash flows for the six months ended June 30, 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 months ended March 31, 2026, are not necessarily indicative of results for the year ending December 31, 2026, or any other future periods.

The results for the three and six months ended June 30, 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 December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which requires additional annual income tax disclosures.

1 unchanged sentence

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.

We adopted ASU 2023-09 for the year ended December 31, 2025.

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

11 unchanged sentences

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.

The assets that we own have been classified as held for sale as of June 30, 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 June 30, 2026.

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;

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

Our business is organized into two reportable segments, Mobile Solutions and Power Solutions, based on the nature of the products manufactured.

There have been no changes in the composition of our reportable segments from those described in our Annual Report on Form 10-K for the year ended 2025.

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.

4 unchanged sentences

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

Three Months Ended June 30, 2026 Mobile

Solutions Power

7 unchanged sentences

Interest expense 5,720

Other income, net ( 217 )

Loss before provision for income taxes and share of net income from joint venture $ ( 4,498 )

Three Months Ended June 30, 2025 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Net sales $ 63,391 $ 44,641 $ ( 111 ) $ 107,921

Cost of sales 55,817 33,997 ( 115 ) 89,699

Selling, general, and administrative expense 3,785 2,387 5,923 12,095

Depreciation expense 4,294 804 414 5,512

Other segment items (1) 605 1,671 ( 197 ) 2,079

Segment operating (loss) income $ ( 1,110 ) $ 5,782 $ ( 6,136 ) $ ( 1,464 )

Interest expense 5,657

Loss on extinguishment of debt 3,007

Other income, net ( 619 )

Loss before provision for income taxes and share of net income from joint venture $ ( 9,509 )

Six Months Ended June 30, 2026 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Net sales $ 129,703 $ 117,693 ( 203 ) $ 247,193

Cost of sales 114,699 91,418 ( 223 ) 205,894

Selling, general, and administrative expense 8,050 5,765 12,049 25,864

Depreciation expense 9,451 1,581 741 11,773

Other segment items (1) 1,525 3,583 ( 393 ) 4,715

Segment operating (loss) income $ ( 4,022 ) $ 15,346 $ ( 12,377 ) $ ( 1,053 )

Interest expense 11,489

Other expense, net 285

Loss before provision for income taxes and share of net income from joint venture $ ( 12,827 )

Three Months Ended March 31, 2025 Mobile

Six Months Ended June 30, 2025 Mobile

Solutions Power

7 unchanged sentences

Interest expense 10,851

Loss on extinguishment of debt 3,007

Other income, net ( 2,788 )

Loss before provision for income taxes and share of net income from joint venture $ ( 17,323 )

_______________________________

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

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Capital expenditures:

9 unchanged sentences

The following table summarizes total assets by reportable segment.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Mobile Solutions (1) $ 298,790 $ 287,974

3 unchanged sentences

_______________________________

(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).

(1) Total assets in Mobile Solutions includes $ 48.5 million and $ 42.5 million as of June 30, 2026 and December 31, 2025, respectively, related to our investment in a joint venture (see Note 7).

Revenue from Contracts with Customers

1 unchanged sentence

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

Beginning in the second quarter of fiscal 2026, we revised our revenue disaggregation categories to provide more detailed disclosure of the markets we serve.

Prior period amounts have been recast to conform to the current presentation.

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

Our products in the Global Automotive end market include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, sensors, electrical contacts, fuel systems, emissions control, and transmissions.

Our products in the Data Center & Electric Grid end market include components used in smart meters, electric circuits, electric panels, and liquid cooling connectors for thermal management systems in data centers.

Our products in the Industrial end market include high-precision metal components for a variety of industrial applications, including motors, heating and cooling systems, pumps, valves, and power tools.

Our products in the Commercial Vehicle end market include high-precision components for diesel fuel systems, emissions control, power steering, braking, and transmissions.

Our products in the Defense & Electronics end market include plating of critical electronics contained within advanced weapons systems, metal fabrications within guidance and weapon systems, and machined parts for firearms and accessories.

Our products in the Medical end market include high-precision components used in surgical instruments, robotic-assisted surgery equipment, orthopedic tools, orthopedic components, electrosurgical products, suture-related products, and other precision medical devices.

Three Months Ended June 30, 2026 Mobile

Solutions Power

1 unchanged sentence

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

Global Automotive $ 44,718 $ 8,615 $ — $ 53,333

Data Center & Electric Grid 171 31,163 — 31,334

Industrial 1,912 14,506 — 16,418

Commercial Vehicle 14,404 — — 14,404

Defense & Electronics 5,234 3,955 — 9,189

Medical 151 4,054 — 4,205

Eliminations — — ( 142 ) ( 142 )

Total net sales $ 66,590 $ 62,293 $ ( 142 ) $ 128,741

Three Months Ended March 31, 2025 Mobile

Three Months Ended June 30, 2025 Mobile

Solutions Power

1 unchanged sentence

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

Global Automotive $ 42,811 $ 7,840 $ — $ 50,651

Data Center & Electric Grid — 18,444 — 18,444

Industrial 967 11,243 — 12,210

Commercial Vehicle 14,961 — — 14,961

Defense & Electronics 4,559 3,109 — 7,668

Medical 93 4,005 — 4,098

Eliminations — — ( 111 ) ( 111 )

Total net sales $ 63,391 $ 44,641 $ ( 111 ) $ 107,921

Six Months Ended June 30, 2026 Mobile

Solutions Power

Solutions Intersegment

Eliminations Total

Global Automotive $ 85,470 $ 16,763 $ — $ 102,233

Data Center & Electric Grid 158 56,396 — 56,554

Industrial 3,234 29,171 — 32,405

Commercial Vehicle 28,735 — — 28,735

Defense & Electronics 11,893 8,002 — 19,895

Medical 213 7,361 — 7,574

Eliminations — — ( 203 ) ( 203 )

Total net sales $ 129,703 $ 117,693 $ ( 203 ) $ 247,193

Six Months Ended June 30, 2025 Mobile

Solutions Power

Solutions Intersegment

Eliminations Total

Global Automotive $ 83,650 $ 15,077 $ — $ 98,727

Data Center & Electric Grid — 38,976 — 38,976

Industrial 5,370 20,822 — 26,192

Commercial Vehicle 27,009 — — 27,009

Defense & Electronics 9,268 6,225 — 15,493

Medical 338 7,049 — 7,387

Eliminations — — ( 175 ) ( 175 )

Total net sales $ 125,635 $ 88,149 $ ( 175 ) $ 213,609

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.

During the six months ended June 30, 2026 and 2025, a customer in our Mobile Solutions segment represented 11 % and 13 % of consolidated revenue, respectively.

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.

The balance of deferred revenue was $ 0.8 million and $ 0.3 million as of June 30, 2026 and December 31, 2025, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 2026 included $ 0.3 million that was included in deferred revenue as of December 31, 2025.

The balance of deferred revenue was $ 0.5 million and $ 0.2 million as of June 30, 2025 and December 31, 2024, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 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.

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 June 30, 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 $67.8 million and $ 61.5 million as of March 31, 2025 and December 31, 2024, respectively.

The balance of trade accounts receivable was $ 69.8 million and $ 61.5 million as of June 30, 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

Six Months Ended June 30,

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

3 unchanged sentences

Balance at end of period $ 2,651 $ 1,600

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).

During the six months ended June 30, 2026 and 2025, we incurred fees of $ 0.3 million and $ 0.3 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).

As of June 30, 2026 and December 31, 2025 there were no customers that represented 10 % of consolidated accounts receivable .

Inventories are comprised of the following amounts:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials $ 27,631 $ 26,528

8 unchanged sentences

Amortization ( 1,677 ) ( 5,134 ) ( 6,811 )

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

Balance as of June 30, 2026 $ 10,619 $ 13,359 $ 23,978

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.

There were no impairment charges for the six months ended June 30, 2026 and 2025.

Investment in Joint Venture

6 unchanged sentences

Foreign currency translation gain 1,293

Balance as of March 31, 2026 $ 45,332

Balance as of June 30, 2026 $ 48,474

The following table presents amounts outstanding on our debt facilities .

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Term loan facilities $ 133,537 $ 120,289

5 unchanged sentences

_______________________________

(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.

(1) In addition to this amount, costs of $ 0.7 million and $ 0.9 million related to the ABL Facility (as defined below) were recorded in other non-current assets as of June 30, 2026 and December 31, 2025, respectively.

We capitalized interest costs of $ 0.6 million and $ 0.4 million in the six months ended June 30, 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 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”).

The Term Loans mature on April 16, 2030 .

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 ).

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

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

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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 % .

At June 30, 2026, the Term Loans bore interest, including amounts we have elected to pay as PIK interest, based on one-month Adjusted Term SOFR, at 13.49 %.

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

6 unchanged sentences

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.

We were in compliance with the financial covenants of the Term Loan Facility as of June 30, 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”).

3 unchanged sentences

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.

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 2025.

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.

2 unchanged sentences

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

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

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

domestic accounts receivable and inventory.

On April 16, 2025, we repaid all of our outstanding obligations under the 2021 Term

Loan Facility with the proceeds from the Closing Date Term Loans.

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

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

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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”);

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 % .

At June 30, 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.

As of June 30, 2026, there were no outstanding borrowings under the ABL Facility, $ 11.4 million of outstanding letters of credit, and $ 35.3 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 covenant 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 June 30, 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”).

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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-

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

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

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

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

These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.20 % at June 30, 2026.

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.

On March 22, 2021, the Company 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.

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 to 12.0 % per year.

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

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

Note 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.

On August 5, 2026, the Company completed the Exchange and the Redemption (each as defined in Note 18 - Subsequent Events - Series D Perpetual Preferred Stock Redemption and Exchange).

As of June 30, 2026, the carrying value of the Series D Preferred Stock shares was $ 122.1 million, which included $ 75.5 million of accumulated unpaid and deemed dividends.

The following table presents the change in the Series D Preferred Stock carrying value during the six months ended June 30, 2026.

Balance as of December 31, 2025 $ 112,409

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Amortization 1,986

Balance as of March 31, 2026 $ 117,847

Balance as of June 30, 2026 $ 122,128

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

Three Months Ended

Six Months Ended

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

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Right-of-use assets obtained in exchange for new finance lease liabilities 2,313 276

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

We recognized sublease income of $ 1.9 million in the six months ended June 30, 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 Condensed Consolidated Balance Sheets.

Financial Statement Line Item June 30, 2026 December 31, 2025

Finance lease assets Property, plant and equipment, net 19,087 18,108

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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 (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.

Our effective tax rate was ( 4.2 )% and ( 7.1 )% for the three and six months ended June 30, 2026, respectively, and ( 8.1 )% and ( 12.0 )% for the three and six months ended June 30, 2025, respectively.

The effective tax rate for the three and six months ended June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Net loss $ ( 2,267 ) $ ( 8,102 ) $ ( 9,095 ) $ ( 14,787 )

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Adjustment for warrants outstanding (1) — 1,458 717 1,459

Shares used to calculate basic and diluted net loss per share 49,702 49,075

Shares used to calculate basic and diluted net loss per common share 50,256 49,433 49,982 49,255

Basic and diluted net loss per common share $ ( 0.13 ) $ ( 0.26 ) $ ( 0.38 ) $ ( 0.48 )

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(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).

On July 2, 2026, the Company closed the Private Placement (as defined in Note 18 - Subsequent Events - Private Placement), which resulted in the Company issuing 24,509,804 shares of the Company’s common stock.

On August 5, 2026, the Company completed the Exchange (as defined in Note 18 – Subsequent Events – Series D Perpetual Preferred Stock Redemption and Exchange), which resulted in the Company issuing 5,500,000 shares of newly issued common stock in exchange for 9,850 shares of Series D Preferred Stock.

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

June 30, Six Months Ended

2026 2025 2026 2025

Stock options 62 134 68 151

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Total antidilutive securities 2,097 2,454 2,180 2,471

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).

Stock options excluded from the calculations of diluted net loss per common share have a per share exercise price ranging from $ 7.93 to $ 24.55 for the three and six months ended June 30, 2026.

Warrants excluded from the calculation of diluted net loss per common 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.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Restricted stock $ 435 $ 470 $ 920 $ 1,020

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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.

The following table presents the status of unvested restricted stock awards as of June 30, 2026, and activity during the six months then ended.

Shares Weighted Average Grant-Date

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Forfeited ( 69 ) 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.

Unvested at June 30, 2026 2,194 $ 1.66

During the six months ended June 30, 2026, we granted 1,095,000 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 six months ended June 30, 2026, was $ 1.8 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.

The following table presents the status of unvested PSUs as of June 30, 2026, and activity during the six months then ended.

Nonvested PSU Awards Weighted Average Grant-Date

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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.

Nonvested at June 30, 2026 4,311 $ 1.48

During the six months ended June 30, 2026, we granted 558,000 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, 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 .

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Foreign Currency Translation

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

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

Other comprehensive income 1,213

Balance as of June 30, 2026 $ ( 35,819 )

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

Other comprehensive income 4,454

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

Foreign Currency Translation

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

Other comprehensive income 2,760

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

Balance as of June 30, 2026 $ ( 35,819 )

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

Other comprehensive income 7,579

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

Fair Value Measurements

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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.

During the six months ended June 30, 2026, 1,455,000 of the 2023 Warrants have been exercised on a cashless basis.

As of June 30, 2026, none of the 2023 Warrants remain outstanding.

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:

During the six months ended June 30, 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 six months ended June 30, 2026.

Balance as of December 31, 2025 $ 1,868

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Settlements ( 2,110 )

Balance as of March 31, 2026 $ 3

Balance as of June 30, 2026 $ 8

_______________________________

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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

June 30, 2026 Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

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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 2023 Warrants were 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.

The probabilities resulted in a weighted average term of 0.5 years and 1.3 years as of June 30, 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.

As of June 30, 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 $ 153.7 million and $ 156.9 million, with a carrying amount of $ 166.5 million and $ 159.5 million, as of June 30, 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).

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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:

The following is a summary of plant optimization reserve activity for the six months ended June 30, 2026.

Severance and employee related

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Amounts paid ( 42 )

Balance as of March 31, 2026 $ 503

Balance as of June 30, 2026 $ 470

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.

During the six months ended June 30, 2026, we recognized $ 0.2 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 $ 0.6 million with all benefit payments expected to be made in 2026.

Subsequent Events

Private Placement

On June 30, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 24,509,804 shares (the “Shares”) of the Company’s common stock in a private placement transaction (the “Private Placement”).

The purchase price per share of common stock in the Private Placement was $ 3.06 per share (the “Purchase Price”).

The closing of the Private Placement occurred on July 2, 2026 (the “Closing”).

The total net proceeds to the Company in the Private Placement were $ 70.4 million, after deducting offering expenses paid by the Company.

In connection with the Private Placement, the Company filed a registration statement registering the resale of the Shares, which was declared effective by the Securities and Exchange Commission on July 21, 2026.

The Company has agreed to keep the registration statement effective until the date the Shares covered by such registration statement have been sold.

Series D Perpetual Preferred Stock Redemption and Exchange

On August 5, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with NHTV Holdings, LP (the “Holder”), the holder of the Series D Preferred Stock issued pursuant to the Certificate of Designation of Series D Perpetual Preferred Stock (the “Certificate of Designation”).

Pursuant to the terms of the Exchange Agreement, on August 5, 2026, the Company exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock” and the transaction, the “Exchange”).

The Exchange was conditioned upon the concurrent consummation of the Redemption (defined below).

In addition, pursuant to the Exchange Agreement, the Holder agreed to reduce (a) the Cash Dividend Rate (as defined in the Certificate of Designation) to an amount equal to 10.0 % per annum of the then current Liquidation Preference (as defined in the Certificate of Designation) and (b) the Preference Accrual Rate (as defined in the Certificate of Designation) to an amount equal to 10.0 % per annum of the then current Liquidation Preference, in each case through August 5, 2027.

After August 5, 2027, the Cash Dividend Rate and the Preference Accrual Rate will revert to the amounts as calculated in accordance with the Certificate of Designation.

The Holder also agreed that in the event the Company redeems in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pays the Holder the aggregate Redemption Price (as defined in the Certificate of Designation) otherwise payable in respect thereof on or before December 31, 2026 (the “Final Redemption”), the aggregate Redemption Price payable by the Company to the Holder in respect of the Final Redemption Price will be reduced by $ 5.0 million.

On August 5, 2026, we redeemed 36,750 shares of Series D Preferred Stock pursuant to the optional redemption provision of the Certificate of Designation for an aggregate redemption price of $ 70.0 million (the “Redemption”).

The Redemption was conditioned upon the concurrent consummation of the Exchange.

Following the Exchange and the Redemption, on August 5, 2026, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $ 35.0 million.

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