Legion Partners details NN Inc. (NNBR) stake and derivative exposure

Rhea-AI Filing Summary

Legion Partners-affiliated entities and principals Christopher S. Kiper and Raymond T. White filed an initial ownership report for NN Inc. (NNBR) as of 01/16/2026. The filing shows indirect holdings of NN common stock, including 3,519,420 shares by Legion Partners, L.P. I, 395,144 shares by Legion Partners, L.P. II, 877,065 shares by Legion Partners Special Opportunities, L.P. XI, and 300 shares by Legion Partners Holdings, LLC.

They also report warrants exercisable for 214,095 and 10,905 NN shares at an exercise price of $11.03 per share, expiring on 12/11/2026. In addition, cash-settled total return swaps reference 2,757,857 and 246,975 notional NN shares at reference prices of $2.9853 and $2.9327, providing economic exposure but no voting or disposition power. The reporting group disclaims beneficial ownership beyond their pecuniary interests. Raymond T. White serves as a director of NN, and the other reporting persons may be deemed directors by deputization.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

White Raymond T.

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2026

3. Issuer Name and Ticker or Trading Symbol
NN INC [ NNBR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	3,519,420	I	By: Legion Partners, L.P. I(2)
Common Stock(1)	395,144	I	By: Legion Partners, L.P. II(3)
Common Stock(1)	877,065	I	By: Legion Partners Special Opportunities, L.P. XI(4)
Common Stock(1)	300	I	By: Legion Partners Holdings, LLC(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)	05/20/2020	12/11/2026	Common Stock	214,095	$11.03	I	By: Legion Partners, L.P. I(2)
Warrants(1)	05/20/2020	12/11/2026	Common Stock	10,905	$11.03	I	By: Legion Partners, L.P. II(3)
Cash-Settled Total Return Swap(1)	(6)	01/30/2029	Common Stock	2,757,857	$2.9853(7)	I	By: Legion Partners, L.P. I(2)
Cash-Settled Total Return Swap(1)	(6)	01/30/2029	Common Stock	246,975	$2.9327(7)	I	By: Legion Partners, L.P. II(3)

1. Name and Address of Reporting Person^*

White Raymond T.

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. I

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. II

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners Special Opportunities, L.P. XI

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners Holdings, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kiper Christopher S

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I.

3. Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II.

4. Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.

5. Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.

6. Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to the number of notional shares set forth in Column 3. The Swap Agreements provide the holder thereof with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Persons do not have the right or ability to convert the Subject Shares into shares of common stock at any time. Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.

7. Represents the reference price associated with the applicable Swap Agreement.

Remarks:

Raymond T. White, a managing director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. White) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

	/s/ Raymond T. White	01/23/2026
	Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Director	01/23/2026
	Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Director	01/23/2026
	Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Director	01/23/2026
	Legion Partners Special Opportunities, L.P. XI, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Director	01/23/2026
	Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member	01/23/2026
	Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member	01/23/2026
	/s/ Christopher S. Kiper	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What does this Form 3 filing disclose for NNBR?

The Form 3 discloses that Legion Partners-affiliated funds and entities, along with Christopher S. Kiper and Raymond T. White, jointly report indirect beneficial ownership of NN Inc. (NNBR) common stock, warrants, and cash-settled total return swaps as of 01/16/2026.

How many NNBR common shares are indirectly held by Legion Partners entities?

The filing reports indirect holdings of NN common stock of 3,519,420 shares by Legion Partners, L.P. I, 395,144 shares by Legion Partners, L.P. II, 877,065 shares by Legion Partners Special Opportunities, L.P. XI, and 300 shares by Legion Partners Holdings, LLC.

What NNBR derivative securities are reported in this Form 3?

The report lists warrants exercisable for 214,095 and 10,905 NN common shares at an exercise price of $11.03 per share, expiring on 12/11/2026, plus cash-settled total return swaps referencing 2,757,857 and 246,975 notional NN shares.

Do the cash-settled total return swaps give Legion Partners voting power over NNBR shares?

No. The footnotes state the swaps provide economic results comparable to ownership but do not provide power to vote, direct voting, or dispose of the NN shares, and the reporting persons do not have the right to convert the notional shares into common stock.

How do the reporting persons describe their beneficial ownership of NNBR securities?

The reporting group states that each disclaims beneficial ownership of the securities reported except to the extent of his or its pecuniary interest, and that the report should not be deemed an admission of beneficial ownership for Section 16 or other purposes.

What is Raymond T. White’s role at NN Inc. and how are others treated?

The remarks explain that Raymond T. White, a managing director of Legion Partners Asset Management, is a director of NN Inc.. For Section 16 purposes, each other reporting person may be deemed a director by deputization due to representation on NN’s board.

Who directly owns the NNBR securities reported in this Form 3?

Footnotes clarify that the common stock, warrants, and swaps are owned directly by Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. XI, and Legion Partners Holdings, LLC, with other Legion entities and individuals potentially deemed beneficial owners through their roles in these entities.