NN Inc (NNBR) Legion affiliates report stock sales and swap exposure shifts
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NN Inc director-affiliated Legion entities reported net sales of company exposure. Legion Partners Special Opportunities, L.P. XI sold 18,782 shares of NN Inc common stock at a weighted average price of $2.4118 per share, with prices ranging from $2.4000 to $2.5500.
After this sale, that fund held 858,283 NN Inc shares. Related Legion funds also reduced economic exposure through cash-settled total return swaps on 13,750 and 134,423 notional shares tied to reference prices of $2.9327 and $2.9853, respectively, while still retaining large remaining swap positions.
The filing is joint among several Legion Partners funds and principals, each of whom disclaims beneficial ownership beyond their pecuniary interest. The swap agreements provide economic results similar to share ownership but confer no voting power, disposition power, or right to convert into NN Inc common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 166,955 shares ($45,298)
Net Sell
7 txns
Insider
White Raymond T., Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. XI, Legion Partners, LLC, Legion Partners Holdings, LLC, Kiper Christopher S
Role
null | null | null | null | null | null | null | null
Sold
166,955 shs ($45K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Cash-Settled Total Return Swap | 134,423 | $0.00 | -- |
| Sale | Cash-Settled Total Return Swap | 13,750 | $0.00 | -- |
| Sale | Common Stock | 18,782 | $2.4118 | $45K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Cash-Settled Total Return Swap — 2,623,434 shares (Indirect, By: Legion Partners, L.P. I);
Common Stock — 858,283 shares (Indirect, By: Legion Partners Special Opportunities, L.P. XI);
Common Stock — 49,079 shares (Direct, null)
Footnotes (1)
- This Form 4 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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.4000 to $2.5500, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Mr. White serves on the Board of the Issuer as a representative of Legion Partners Asset Management and its affiliates. Mr. White does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position. Mr. White disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. White had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. White has a controlling interest and investment control. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management. 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. 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. 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. 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. Represents the reference price associated with the applicable Swap Agreement (as defined below). 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 9. 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.
Key Figures
Common shares sold: 18,782 shares
Weighted average sale price: $2.4118 per share
Total net shares/swap notional sold: 166,955 shares
+5 more
8 metrics
Common shares sold
18,782 shares
Open-market sale by Legion Partners Special Opportunities, L.P. XI
Weighted average sale price
$2.4118 per share
NN Inc common stock sale range $2.4000–$2.5500
Total net shares/swap notional sold
166,955 shares
Aggregate of stock and swap-related exposure sold
Shares held after sale
858,283 shares
NN Inc common held by Legion Partners Special Opportunities, L.P. XI
Direct common stock holding
49,079 shares
NN Inc common stock held directly following transaction
Remaining swap exposure, Legion Partners, L.P. I
2,623,434 notional shares
Cash-settled total return swaps on NN Inc
Remaining swap exposure, Legion Partners, L.P. II
233,225 notional shares
Cash-settled total return swaps on NN Inc
Swap reference prices
$2.9327 and $2.9853
Reference prices for NN Inc swap agreements
Key Terms
cash-settled total return swap, beneficial ownership, pecuniary interest, Section 16, +2 more
6 terms
cash-settled total return swap financial
"Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party"
beneficial ownership financial
"Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
Section 16 regulatory
"beneficial owner of such securities for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
weighted average price financial
"The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
economic exposure financial
"provide economic exposure to the number of notional shares set forth in Column 9"
FAQ
What NNBR holdings remained after the reported stock sale by Legion Partners Special Opportunities?
After selling 18,782 NN Inc shares, Legion Partners Special Opportunities, L.P. XI held 858,283 shares. This figure reflects its remaining direct common stock position in NN Inc as reported following the transaction date of May 12, 2026.
How much NN Inc swap exposure did Legion funds reduce and what remains outstanding?
Legion funds reduced swap exposure tied to 13,750 and 134,423 notional NN Inc shares in separate transactions. Afterward, reported remaining notional exposure was 233,225 shares for Legion Partners, L.P. II and 2,623,434 shares for Legion Partners, L.P. I.
Do Christopher S. Kiper and Raymond T. White personally own the reported NNBR securities?
The filing states Kiper and White may be deemed beneficial owners through their roles with Legion entities but each disclaims beneficial ownership beyond pecuniary interest. Mr. White’s board-related securities are economically owned by Legion Partners Asset Management and affiliates.