Form 8-K

8-K — NN INC

Accession: 0001104659-26-073458

Filed: 2026-06-12

Period: 2026-06-10

CIK: 0000918541

SIC: 3540 (METALWORKING MACHINERY & EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2617739d1_8k.htm (Primary)

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0000918541

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 10, 2026

NN, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39268

62-1096725

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

6210 Ardrey Kell Road, Suite 120

Charlotte, North Carolina

28277

(Address of principal executive offices)

(Zip Code)

(980) 264-4300

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01

NNBR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 10, 2026, Jami A. Statham notified NN,

Inc. (the “Company”) of her intention to step down from her role as the Company’s Senior Vice President,

General Counsel and Corporate Secretary, effective as of the close of business on July 9, 2026 (such date, the “Transition

Date”). Ms. Statham is expected to continue to serve as the Company’s Senior Vice President, General Counsel and Corporate

Secretary through the Transition Date and will cooperate with the Company in effecting the transition of her duties and responsibilities

to her successor. Ms. Statham’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices. The Company intends to retain an external search firm to identify candidates for the Senior Vice President,

General Counsel and Corporate Secretary role.

In connection with Ms. Statham’s transition, the Company entered into a Transition Agreement (the “Transition Agreement”), dated June 11, 2026, with Ms. Statham,

which specifies the terms of her continuing employment during the transition period. Pursuant to the Transition Agreement, Ms. Statham

will continue to serve as the Company’s Senior Vice President, General Counsel and Corporate Secretary through the Transition Date

and will be eligible to (i) receive her current base salary, subject to applicable withholdings and deductions, throughout the term of

the Transition Agreement, (ii) continue to be eligible for the Company’s standard benefits, subject to the terms and conditions

applicable to such plans and programs, (iii) continue vesting in all of her outstanding equity awards pursuant to their respective terms

and subject to their respective conditions through the Transition Date, and (iv) receive a pro-rated portion of her annual target bonus

for 2026. Ms. Statham’s receipt of these payments and benefits is contingent upon her execution and effectiveness of a customary

release of claims in favor of the Company.

The foregoing description of the Transition Agreement

does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Transition Agreement, a

copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description of Exhibit

10.1*

Transition Agreement, dated June 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules to this Exhibit have been omitted

in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and

schedules to the United States Securities and Exchange Commission upon its request.

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 hereunto duly authorized.

Date: June

12, 2026

NN, INC.

By:

/s/ Christopher H. Bohnert

Name:

Christopher H. Bohnert

Title:

Senior Vice President and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2617739d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

TRANSITION AGREEMENT

This Transition Agreement

("Agreement") is entered into as of June 11, 2026 (the "Effective Date"), by and between NN, INC., a

Delaware corporation (the "Company") and JAMI STATHAM ("Statham"). Each of the Company and Statham may

be referred to as a "Party" and, collectively, as the "Parties".

Background

WHEREAS, the Company and

Statham are parties to that certain Letter of Understanding, dated June 5, 2024 (the “LOU”) pursuant to which the Company

employs Statham;

WHEREAS, the Company and

Statham are parties to that certain Separation Agreement, dated July 8, 2024 (the “Separation Agreement”); and

WHEREAS, Statham’s

employment with the Company will end by mutual agreement on the Separation Date (as defined below) under circumstances that the Parties

agree will not entitle Statham to receive any severance payments under the terms of the Separation Agreement.

Agreement

NOW, THEREFORE, in consideration

of agreements and consideration contained herein and for other good and valuable consideration, the receipt and sufficiency of which is

expressly acknowledged by Statham, the Company and Statham agree as follows:

Separation from Service. Statham’s employment with the Company will end on July 9, 2026 (“Separation Date”).

After the Effective Date, the terms of Statham’s employment going forward will be governed entirely by the terms of this Agreement,

which shall supersede and replace in entirety the terms of LOU, other than the defined terms or sections of the LOU expressly incorporated

by reference herein.

Continuing Employment Duties. From the Effective Date through the Separation Date (the “Employment Period”),

unless her employment is terminated pursuant to Section 4 of this Agreement, Statham will remain in her current role as the Company’s

Senior Vice President, General Counsel & Corporate Secretary. During the Employment Period, Statham will continue to perform the duties

set forth in the LOU and will perform such duties in good faith and to the best of Statham’s abilities. Statham will continue to

comply in all material respects with all of the Company’s policies and procedures and with all of Statham’s statutory and

contractual obligations to the Company. Without limiting the generality of the foregoing, the terms and conditions of employment set forth

herein (including the Company’s determination to appoint a replacement Senior Vice President, General Counsel & Corporate Secretary)

shall not constitute Good Reason (as defined in the Separation Agreement) for purposes of the Separation Agreement.

Compensation. During the Employment Period:

(a)

Statham shall continue to receive the Base Salary and Annual Incentive Award pursuant to the LOU;

(b)

Statham shall continue to be eligible to participate in the Company’s standard employee benefit plans on the terms and subject

to the conditions applicable to such plans; and

(c)

all outstanding equity awards held by Statham shall continue to vest on the terms and subject to the conditions in the governing

plan documents and applicable grant agreements.

addition, so long as Statham continues to remain employed through the Separation Date, executes and returns to the Company, a general

release in the form of Exhibit A (the “Separation Date Release”) on the Separation Date and does not revoke such release,

and complies with the covenants under Sections 2, 3, and 4 of the Separation Agreement, Statham shall be entitled to a one-time transition

payment equal to pro-rata portion of her annual target bonus of $175,000 for calendar year 2026, calculated through the Separation Date

(the “Transition Payment”). The Transition Payment shall be payable on the Company’s first regularly scheduled

pay date following the expiration of the revocation period set forth in the Separation Date Release. For avoidance of doubt, Statham shall

not be entitled to receive any payments described in Section 1 of the Separation Agreement other than the payments described in Section

1(b) of the Separation Agreement.

Termination. Statham shall be entitled to voluntarily terminate Statham’s employment for any reason and the Company

may terminate Statham’s employment with or without Cause (as defined in the Separation Agreement) during the Employment Period.

If Statham voluntarily terminates Statham’s employment during the Employment Period for any reason, or if the Company terminates

Statham’s employment with Cause, Statham will be paid only the amounts set forth in Section 1(b) of the Separation Agreement.

Release by Statham. In consideration of the payments by and agreements of the Company contained herein, Statham, on Statham’s

own behalf and Statham’s heirs, executors, administrators, representatives, successors and assigns and anyone claiming by, through

or for Statham, or anyone making a claim on Statham’s behalf (for purposes of this Section 5, “Statham”) agrees

to forever RELEASE and DISCHARGE Company and each of its respective present, past, and future parents, direct and indirect

subsidiaries, and affiliated corporations, divisions, affiliates, predecessors, principals, partners, joint venturers, representatives,

successors, assigns, co-investors, parallel funds, shareholders, members, owners, directors, managers, officers, employees, attorneys,

agents, and insurers, and all persons acting by, through, under or in concert with any of them and all other persons, firms and corporations

whomsoever (collectively, the “Releasees”) and the heirs, executors, administrators, successors and assigns of the

Releasees, from any and all liability, actions, common law claims, statutory claims under state or federal law, charges, complaints, claims,

promises, suits, debts, sums of money, accounts, covenants, contracts, agreements, controversies, damages, judgments, rights, obligations,

and causes of action, whether known or unknown, whether contingent or liquidated, whether by apportionment or otherwise, of every kind,

nature or description arising by reason of any matter, cause or thing whatsoever at any time through the Effective Date. This release

includes, but is not limited to: any claims for continued employment, salary, incentive pay, performance bonuses, commissions and severance

pay; any rights arising out of alleged violations or breaches of any express or implied agreements; breach of the implied covenant of

good faith and fair dealing; any legal restrictions on the Releasees’ rights to terminate employees; any tort; negligent or intentional

misrepresentation; wrongful discharge; intentional or negligent interference with contractual relations; intentional or negligent infliction

of emotional distress; whistleblowing; or past violation of any statute including, but not limited to, any rights and claims under Title

VII of the Civil Rights Act of 1964, as amended; the Employment Retirement Income Security Act; COBRA; the Rehabilitation Act of 1973;

the Americans With Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; the Age Discrimination in Employment

Act; the Age Discrimination in Employment Act Amendments of 1990 (sometimes known as the “Older Workers Benefit Protection Act”);

the Worker Adjustment Retraining Notification Act; and any other national, state or local rule, regulation, ordinance or law, any claim

under any local, state or federal common law, statute, regulation or ordinance; breach of contract claims; breach of any collective bargaining

agreement claims; and all demands, damages, expenses, fees (including attorneys’ fees, court costs, expert witness fees, etc.),

which Statham may now or hereafter have against the Releasees and/or have on account of, arising out of, or in connection with all interactions,

transactions or contracts, express or implied, between Statham and the Releasees, including, but not limited to Statham’s employment

and the termination thereof, through the Effective Date. If any claim is not subject to this release, to the extent permitted by law,

Statham waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified

class, collective or multi-party action or proceeding based on such a claim in which Company or any other Releasee identified in this

Agreement is a party.

Statham acknowledges and agrees that this Agreement

releases all claims existing or arising prior to Statham’s execution of this Agreement which Statham has or may have against the

Releasees, whether such claims are known or unknown and suspected or unsuspected by Statham; provided, however, that nothing in this Agreement

shall limit or impede Statham’s right to file or pursue an administrative charge with, or participate in, any investigation before

the Equal Employment Opportunity Commission or any other any federal, state or local agency charged with the enforcement of any laws;

contact, communicate with or report unlawful conduct to federal, state, or local officials for investigation or participate in any whistleblower

program administered by any such agencies; to file a claim for unemployment benefits; and/or any causes of action which by law Statham

may not legally waive.

Statham further agrees that Statham will not bring

a lawsuit or claim against the Releasees asserting any of the claims released herein. In the event Statham acts in disregard of the covenants

made in this section, and files a lawsuit or claim based on any legal claims that Statham has agreed to release, Statham will pay for

all costs incurred by the Company, including all reasonable attorneys’ fees incurred in defending against Statham’s released

claims.

Notwithstanding the foregoing, the following are

not included in the claims released in this Section 5: (i) claims arising after the date on which Statham signs this Agreement;

(ii) rights Statham may have as a Company shareholder; (iii) claims for or rights to indemnification pursuant to the Company’s articles

of incorporation and bylaws, any fully executed indemnification agreement with Company, insurance policies or applicable law; and (iv)

claims which cannot be waived as a matter of law.

Statham acknowledges that (i) Statham is specifically

releasing any and all claims, whether known or unknown, which are based on the Older Workers Benefit Protection Act; (ii) Statham has

signed this Agreement of Statham’s own free will in exchange for the consideration stated above, which Statham acknowledges constitutes

full, fair, reasonable and adequate consideration, to which Statham is not otherwise entitled, for the affirmations, certifications, representations

and promises made herein; (iii) Statham has carefully read and fully understands all the provisions of this Agreement and that Statham

has been afforded at least twenty-one (21) days to consider the terms hereof; Statham agrees that changes made to this Agreement at Statham’s

request do not restart the twenty-one (21) day period that Statham has to review this Agreement; (iv) Statham has been advised in writing

by this Agreement that Statham should consult with an attorney prior to executing this Agreement; and (v) Statham understands and agrees

that this Agreement shall not become effective or enforceable until seven (7) calendar days (pursuant to the OWBPA) after it is executed

by Statham and during that seven (7) day period (the “Revocation Period”) Statham may revoke or rescind this Agreement.

If Statham wishes to revoke or rescind this Agreement, Statham agrees to do so in writing within seven (7) days and deliver such written

notice of Statham’s intent to revoke by certified mail to: Attn: D. Gail Nixon, Senior Vice President & CHRO, NN, Inc., 6210

Ardrey Kell Road, Suite 120, Charlotte, NC 28277. If Statham does not timely revoke or rescind, this Agreement goes into force and effect

on the eighth day following its execution. Statham also understands that should Statham decide to revoke or rescind this Agreement within

seven (7) days of signing, the Agreement will not be effective and the monies and other consideration that the Company has promised to

provide Statham shall not be paid or provided.

Release by Company. The Company, for itself and its representatives, successors and assigns agrees to forever RELEASE and

DISCHARGE Statham from any and all liability, actions, charges, complaints, claims, promises, suits, debts, sums of money, accounts, covenants,

contracts, agreements, controversies, damages, judgments, rights, obligations and causes of action of every kind, nature or description

arising by reason of any matter, cause or thing as it relates to her employment with the Company at any time from the commencement of

Statham’s employment with the Company pursuant to the LOU until the Effective Date. Notwithstanding the foregoing, the release set

forth in this Section 6 does not include any of Company’s rights arising under this Agreement.

Compliance with Section 409A.

(a)

The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the

Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent.

Statham’s termination of services (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement

unless such termination of services constitutes a “separation from service” within the meaning of Code Section 409A and the

regulations and other guidance promulgated thereunder.

(b)

Notwithstanding any provision in this Agreement to the contrary, if Statham is deemed on the date of her separation from service

to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification

methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard

to any payment or any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the

regulations issued thereunder that is payable due to Statham’s separation from service, to the extent required to be delayed in

compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to Statham prior to the earlier of (i)

the expiration of the six (6)-month period measured from the date of Statham’s separation from service, and (ii) the date of Statham’s

death (the “Delay Period”). On the first day of the seventh month following the date of Statham’s separation

from service or, if earlier, on the date of Statham’s death, all payments delayed pursuant to this Section 7 shall be paid or reimbursed

to Statham in a lump sum, and any remaining payments and benefits due to Statham under this Agreement shall be paid or provided in accordance

with the normal payment dates specified for them herein.

(c)

To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Statham for

Federal income tax purposes, such reimbursements shall be made as soon as practicable after Statham provides proper documentation supporting

reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be

reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as

permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another

benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect

the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(d)

If under this Agreement, any amount is to be paid in two or more installments, each such installment shall be treated as a separate

payment for purposes of Section 409A.

Governing Law and Interpretation. This Agreement shall be governed by the governing law and dispute resolution provisions

of the Separation Agreement.

Successors. This Agreement binds and inures to the benefit of Statham’s heirs, administrators, representatives, executors,

successors and assigns, and all Releasees and their heirs, administrators, representatives, executors, successors and assigns.

10.

No Admission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this

Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability

or unlawful conduct of any kind.

11.

Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific

reference is made to this Agreement.

12.

Entire Agreement. This Agreement, together with the Separation Agreement, sets forth the entire agreement between the Parties

hereto related to the subject matter herein, and fully supersedes any prior agreements or understandings between the Parties, except for

any arbitration, intellectual property, noncompete, restrictive covenant, indemnification, non-solicitation, nondisclosure, or confidentiality

agreements between Company and Statham, which shall remain in full force and effect according to their terms. Statham acknowledges that

Statham has not relied on any representations, promises, or agreements of any kind made to Statham in connection with Statham’s

decision to accept this Agreement, except for those set forth in this Agreement.

13.

Severability. The Parties believe that the provisions of this Agreement are reasonable and fair in all respects and are

necessary to protect the interests of the Parties. However, in case any one or more of the provisions or parts of a provision contained

in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity,

illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction,

but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or

part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and

enforceable to the maximum extent permitted in such jurisdiction.

14.

Counterparts and Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but

all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement

or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.

The Parties have

caused this Agreement to be executed by their duly authorized representatives as of the date set forth above.

COMPANY:

STATHAM:

NN, INC.

By:

/s/ Harold C. Bevis

/s/ Jami

Statham

Name:

Harold C. Bevis

Jami Statham

Title:

Chief Executive Officer

Exhibit A

Release

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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