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NN, Inc. (NASDAQ: NNBR) sets 3-year goals for executive PSU awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NN, Inc. granted new performance share units (PSUs) on July 23, 2026 to its President and Chief Executive Officer Harold Bevis, Chief Operating Officer Tim French, and Senior Vice President and Chief Financial Officer Chris Bohnert under its Amended and Restated Omnibus Incentive Plan.

The awards cover 250,000, 140,000, and 110,000 target PSUs, respectively, intended to reward performance to date, motivate execution of company strategy, and support executive retention. Vesting depends on four equally weighted performance metrics: cumulative adjusted EBITDA, free cash flow, and net sales for January 1, 2026 through December 31, 2028, plus relative total shareholder return over the three-year period from the grant date. Payouts can range from 0% to 200% of target, generally require continued service through certification of results, and include prorated vesting provisions for death, disability, or a Change in Control.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO PSU grant 250,000 PSUs Target performance share units granted to President and CEO Harold Bevis on July 23, 2026
COO PSU grant 140,000 PSUs Target performance share units granted to Chief Operating Officer Tim French
CFO PSU grant 110,000 PSUs Target performance share units granted to SVP and CFO Chris Bohnert
Payout range 0% to 200% Range of PSU payouts based on achievement of performance goals
Financial metrics period January 1, 2026 to December 31, 2028 Measurement period for cumulative adjusted EBITDA, free cash flow, and net sales
TSR measurement period Three years from Grant Date Relative total shareholder return period starting July 23, 2026
performance share units financial
"approved the grant of 250,000, 140,000 and 110,000 performance share units (at target)"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
total shareholder return financial
"the Company’s total shareholder return (“TSR”) as compared to the TSR of a specified group"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
cumulative adjusted EBITDA financial
"performance goals based on four metrics (weighted 25% each): (i) the Company’s cumulative adjusted EBITDA"
free cash flow financial
"cumulative adjusted EBITDA, free cash flow, and net sales, respectively, during the period"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Change in Control financial
"In the event of a Change in Control, vesting will be determined on a prorated basis"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive equity awards did NNBR grant on July 23, 2026?
NNBR granted performance share units to three senior executives on July 23, 2026. Harold Bevis received 250,000 target PSUs, Tim French 140,000, and Chris Bohnert 110,000 under the company’s Omnibus Incentive Plan.

What performance period applies to NNBR’s new PSU awards?
The PSUs use a three-year performance period. Cumulative adjusted EBITDA, free cash flow, and net sales are measured from January 1, 2026 to December 31, 2028, while relative total shareholder return is measured over three years from the July 23, 2026 grant date.

How are NNBR (NNBR) PSU payouts determined for executives?
Payouts range from 0% to 200% of target PSUs based on performance. Four metrics, each weighted 25%, drive results: cumulative adjusted EBITDA, free cash flow, net sales, and relative total shareholder return versus a peer group.

What service conditions apply to NNBR’s executive PSUs?
Vesting generally requires continued service until the Compensation Committee certifies results. If service ends due to death or disability, PSUs vest on a prorated basis at target or based on actual performance for the portion of the period served.

How does a Change in Control affect NNBR’s PSU vesting?
In a Change in Control, PSU vesting is determined on a prorated basis using only the relative total shareholder return metric. Other financial metrics do not apply to this Change in Control vesting determination.

Under which plan were the NNBR executive PSUs granted?
The PSUs were granted under NNBR’s Amended and Restated Omnibus Incentive Plan. The awards are documented in a form of Award Agreement, which outlines detailed terms and is referenced as an exhibit.
July 23, 20260000918541falseCharlotteNorth Carolina00009185412026-07-232026-07-23

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): July 23, 2026
Image_0.jpg
NN, Inc.
(Exact name of registrant as specified in its charter)

Delaware001-3926862-1096725
(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 classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01NNBRThe 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 July 23, 2026 (the “Grant Date”), the Board of Directors (the “Board”) of NN, Inc. (the “Company”) and the Compensation Committee of the Board (the “Committee”), approved the grant of 250,000, 140,000 and 110,000 performance share units (at target) (“PSUs”) pursuant to the Company’s Amended and Restated Omnibus Incentive Plan (the “Plan”) and an award agreement thereunder (the “Award Agreement”) to each of Harold Bevis, the Company’s President and Chief Executive Officer, Tim French, the Company’s Chief Operating Officer, and Chris Bohnert, the Company’s Senior Vice President and Chief Financial Officer, respectively, to reward each such executive for their performance to date, motivate the achievement of the Company’s strategy, and retain each such executive’s leadership.

The vesting of the PSUs is subject to the achievement of certain performance goals based on four metrics (weighted 25% each): (i) the Company’s cumulative adjusted EBITDA, free cash flow, and net sales, respectively, during the period beginning January 1, 2026 and ending December 31, 2028, and (ii) the Company’s total shareholder return (“TSR”) as compared to the TSR of a specified group of peer companies during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date. Payouts of the PSUs will range from 0% to 200% of the target number of PSUs based on actual achievement against the performance goals.

Vesting generally requires each executive’s continued service to the Company through the date that the Committee certifies whether the performance goals have been achieved. However, in the event of a termination of the executive’s service due to death or disability, the PSUs will vest, either at target or based on actual performance, prorated based on the amount of time the executive remained in service with the Company during the applicable performance period. In the event of a Change in Control, vesting will be determined on a prorated basis, using only the relative TSR component.

The foregoing description of the PSUs is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the full text of Plan and Award Agreements. A copy of the form of Award Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. A copy of the Plan is filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2026, and is incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
 (d)    Exhibits.
Exhibit
No.
 Description of Exhibit
10.1
Form of Award Agreement.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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: July 24, 2026

NN, INC.
By:/s/ Christopher H. Bohnert
Name:Christopher H. Bohnert
Title:Senior Vice President and Chief Financial Officer



Source: View Original Filing on SEC EDGAR

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