Item 5. Other Information
Item 5. Other Information
Adoption or Termination of Trading Arrangements
During the quarter ended June 30, 2026, none of the Company’s directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K.
Series D Perpetual Preferred Stock Redemption and Exchange
On August 5, 2026, we entered into an Exchange Agreement. Pursuant to the terms of the Exchange Agreement, on August 5, 2026, we exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of our Common Stock. The Exchange was conditioned upon the concurrent consummation of the Redemption.
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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 we redeem in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pay 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 us 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 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, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $ 35.0 million as of August 5, 2026.
This foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the Exchange Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 6. Exhibits
Exhibit Number Description of Exhibit
10.1 Form of Securities Purchase Agreement (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026 and incorporated herein by reference).
10.2 Form of Registration Rights Agreement (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026 and incorporated herein by reference).
10.3 Exchange Agreement, dated August 5, 2026, between the Registrant and NHTV Holdings, LP
10.4 Form of Performance Share Unit Award Agreement
10.5 Letter Agreement between the Registrant and Legion Partners Asset Management, LLC and certain of its affiliates (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2026 and incorporated herein by reference).
10.6** Second Amendment to Revolving Credit and Security Agreement, date as of December 10, 2025, by and among NN, Inc. as Borrower, certain subsidiaries of NN, Inc., the lenders party thereto and PNC Bank, National Association, as lender and as agent
10.7 Letter of Understanding by and between NN, Inc. and Robert Esch.
10.8 Separation Agreement by and between NN, Inc. and Robert Esch.
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1* Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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* This certification is being furnished solely to accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
** Conformed version incorporating immaterial clean-up edits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NN, Inc.
(Registrant)
Date: August 5, 2026
/s/ Harold C. Bevis
Harold C. Bevis
President, Chief Executive Officer and Director
(Principal Executive Officer)
(Duly Authorized Officer)
Date: August 5, 2026 /s/ Christopher H. Bohnert
Christopher H. Bohnert
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
(Duly Authorized Officer)
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