NN INC
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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Jun 30, 2026 · Filed Aug 5, 2026
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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 orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K.
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.
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.
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