NN Inc美股招股说明书(2026-07-21版)

This prospectus covers the offer and resale by the selling stockholders (the “Selling Stockholders”)identified in this prospectus of an aggregate of 24,509,804 shares of our common stock, par value $0.01 pershare. The shares were sold to the Selling Stockholders in a private placement transaction that closed onJuly2, 2026 (the “Private Placement”). We are not selling any shares of common stock under this prospectus and will not receive any proceedsfrom the sale by the Selling Stockholders of such shares. Sales of shares of common stock by the Selling Stockholders may occur at fixed prices, at marketprices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. TheSelling Stockholders may sell the shares to or through underwriters, broker-dealers or agents, who mayreceive compensation in the form of discounts, concessions or commissions from the Selling Stockholders,the purchasers of the shares, or both. We are paying the cost of registering the shares covered by this prospectus as well as various relatedexpenses. The Selling Stockholders are responsible for all selling commissions, transfer taxes and othercosts related to the offer and sale of their shares. See “Plan of Distribution” for more information about howthe Selling Stockholders may sell or dispose of their shares. Our common stock is listed on the Nasdaq Stock Market under the trading symbol “NNBR.” OnJuly20, 2026, the last reported sale price of our common stock was $3.48 per share. Investing in our common stock involves a high degree of risk. Before making an investment decision, pleaseread the information under “Risk Factors” on page3of this prospectus and under similar headings in anyamendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission thatis incorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND ADDITIONAL INFORMATION15INCORPORATION OF CERTAIN INFORMATION BY REFERENCE16 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 (the “Registration Statement”) that wefiled with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process.Under this shelf registration process, the Selling Stockholders hereunder may, from time to time in one ormore offerings, sell the shares of common stock offered by them described in this prospectus. We have not authorized anyone to provide you with information other than the information that wehave provided or incorporated by reference in this prospectus and your reliance on any unauthorizedinformation or representation is at your own risk. This prospectus may be used only in jurisdictions whereoffers and sales of these securities are permitted. You should assume that the information appearing in thisprospectus is accurate only as of the date on the front cover of this prospectus, any information we haveincorporated by reference is accurate only as of the date of the document so incorporated and that anyinformation in a supplement or amendment to this prospectus is accurate only as of the date of suchsupplement or amendment, in each case regardless of the time of delivery of this prospectus, or any sale ofthe shares. Our business, financial condition, results of operations and prospects may have changed sincethose dates. This prospectus and the information incorporated herein by reference contain summaries of certainprovisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed, will be filed or will beincorporated by reference as exhibits to the registration statement of which this prospectus is a part, and youmay obtain copies of those documents as described below in the section titled “Where You Can FindAdditional Information.” Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” “the Company,” “NN,”and similar designations, except where the context requires otherwise, refer collectively to NN, Inc. and itssubsidiaries. Our name “NN,” the NN logo and other trademarks or service marks of NN, Inc. appearing in thisprospectus and in any prospectus supplement or free writing prospectus and the information incorporated byreference herein or therein are the property of NN, Inc. Other trademarks, service marks or trade namesappearing in