Legion Partners reports 5.6% stake in NN Inc.

Q: Which Legion entities hold NNBR shares and in what amounts?

Legion Partners I holds 3,708,799 Shares, Legion Partners II 368,388 Shares, Legion Partners XI 488,282 Shares, and Legion Partners Holdings 300 Shares, with certain positions including Shares underlying Warrants exercisable by the funds.

Q: What is the ownership percentage of each main Legion fund in NNBR?

Legion Partners I holds about 4.5% of NN Inc., Legion Partners II about 0.4%, and Legion Partners XI about 0.6%. Legion Partners, LLC and related entities may each be deemed to beneficially own approximately 5.5%–5.6% of the outstanding Shares.

Q: Did Legion Partners change its derivatives exposure to NNBR?

Legion Partners I and II have exited their previously disclosed cash-settled Swap Agreements. The filing states they sold the cash-settled swaps listed in Exhibit 1 and are no longer parties to those swap arrangements referencing NN Inc. Shares.

Q: What NNBR equity was granted to Raymond White and who holds its economic interest?

Raymond White was awarded 49,079 Shares of restricted stock as a director of NN Inc. The filing states Legion Partners Asset Management is entitled to all economic interests in those Shares, for no consideration, due to his role representing Legion.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Legion-affiliated investment vehicles disclosed updated ownership of NN Inc. common stock in an amended Schedule 13D. Based on 82,580,864 Shares outstanding as of August 5, 2026, the group, through various Delaware partnerships and LLCs, reports beneficial ownership of up to 5.6% of the outstanding Shares.

Legion Partners I directly owns 3,708,799 Shares (including 214,095 Shares underlying Warrants), Legion Partners II owns 368,388 Shares (including 10,905 Warrant Shares), and Legion Partners XI owns 488,282 Shares. Legion Partners Asset Management and Legion Partners Holdings may each be deemed to beneficially own 4,614,848 Shares, or approximately 5.6% of the class, including 49,079 Shares of restricted stock granted to director Raymond White. The amendment also notes that Legion Partners I and II have sold their cash-settled swap positions and are no longer parties to the previously disclosed Swap Agreements.

Filing Explained

Legion’s reported 5.6% beneficial ownership includes warrant shares and a 49,079-share director grant, while its disclosed swaps are now exited.

A Schedule 13D/A is an ownership update for a holder above 5%; this amendment reports that Legion-affiliated entities continue to beneficially own 4,614,848 shares, or 5.6% of NN, Inc., while documenting their exit from two cash-settled swap positions.

The reported percentages use 82,580,864 shares outstanding as of August 5, 2026 plus shares underlying applicable warrants, so the stated ownership percentage is not based solely on currently outstanding common shares. The filing also attributes 49,079 shares granted to former director Raymond White to Legion Partners Asset Management for economic purposes, without consideration paid by that entity.

The swaps provided economic results comparable to ownership but did not provide voting or disposition power; the filing states that Legion Partners I and II sold those positions and are no longer parties to the swap agreements.

Key Figures

Shares outstanding: 82,580,864 Shares Legion Partners I holdings: 3,708,799 Shares Legion Partners II holdings: 368,388 Shares +5 more

8 metrics

Shares outstanding 82,580,864 Shares Common Shares outstanding as of August 5, 2026

Legion Partners I holdings 3,708,799 Shares Including 214,095 Shares underlying certain Warrants; about 4.5% of class

Legion Partners II holdings 368,388 Shares Including 10,905 Shares underlying certain Warrants; about 0.4% of class

Legion Partners XI holdings 488,282 Shares Directly owned; about 0.6% of outstanding Shares

Group beneficial ownership 4,614,848 Shares Legion Partners Asset Management and Holdings may each be deemed to own about 5.6% of Shares

Restricted stock from board service 49,079 Shares Shares granted to Raymond White; economic interest attributed to Legion Partners Asset Management

Purchase price Legion Partners I Shares $32,374,718 Aggregate purchase price for 3,494,704 Shares owned directly by Legion Partners I

Purchase price Legion Partners XI Shares $3,722,133 Aggregate purchase price for 488,282 Shares owned directly by Legion Partners XI

Key Terms

Schedule 13D, beneficial owner, Warrants, cash-settled swaps, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner regulatory

"may be deemed the beneficial owner of the 3,708,799 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Warrants financial

"Shares underlying certain Warrants owned directly by Legion Partners I"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

cash-settled swaps financial

"Following the sale of the cash-settled swaps reported in Exhibit 1"

Swap Agreements financial

"entered into the Swap Agreements which provided economic results comparable"

A swap agreement is a contract where two parties agree to exchange future cash flows or obligations—such as interest payments, currency amounts, or credit exposure—according to set terms. Investors care because swaps let companies and funds change or hedge financial risks (for example, swapping a variable-rate payment for a fixed one) without selling assets, which can alter future earnings, balance-sheet liabilities and hidden risk exposure much like trading one set of loan payments for another.

restricted stock financial

"Mr. White was awarded 49,079 shares of restricted stock in connection"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of NNBR does Legion Partners currently beneficially own?

Legion-affiliated entities may be deemed to beneficially own 4,614,848 Shares of NN Inc., representing approximately 5.6% of the outstanding common stock, based on 82,580,864 Shares outstanding as of August 5, 2026.

Which Legion entities hold NNBR shares and in what amounts?

Legion Partners I holds 3,708,799 Shares, Legion Partners II 368,388 Shares, Legion Partners XI 488,282 Shares, and Legion Partners Holdings 300 Shares, with certain positions including Shares underlying Warrants exercisable by the funds.

What is the ownership percentage of each main Legion fund in NNBR?

Legion Partners I holds about 4.5% of NN Inc., Legion Partners II about 0.4%, and Legion Partners XI about 0.6%. Legion Partners, LLC and related entities may each be deemed to beneficially own approximately 5.5%–5.6% of the outstanding Shares.

Did Legion Partners change its derivatives exposure to NNBR?

Legion Partners I and II have exited their previously disclosed cash-settled Swap Agreements. The filing states they sold the cash-settled swaps listed in Exhibit 1 and are no longer parties to those swap arrangements referencing NN Inc. Shares.

How were Legion Partners’ NNBR positions financed according to the filing?

The filing states that securities of NN Inc. purchased by Legion Partners I, II, XI and Legion Partners Holdings were acquired with working capital, with aggregate purchase prices disclosed for each entity’s share and warrant positions, including brokerage commissions.

What NNBR equity was granted to Raymond White and who holds its economic interest?

Raymond White was awarded 49,079 Shares of restricted stock as a director of NN Inc. The filing states Legion Partners Asset Management is entitled to all economic interests in those Shares, for no consideration, due to his role representing Legion.

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

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Accepted by SEC EDGAR 08/10/2026 - 05:00 PM EDT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

NN INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

629337106

(CUSIP Number)

CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC, 12121 Wilshire Blvd, Suite 1240
Los Angeles, CA, 90025
424-253-1773

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.01 per share

(b)

Name of Issuer:

NN INC

(c)

Address of Issuer's Principal Executive Offices:

6210 ARDREY KELL ROAD, SUITE 120, CHARLOTTE, NORTH CAROLINA , 28277.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety as follows: The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners XI and Legion Partners Holdings were purchased with working capital. The aggregate purchase price of the 3,494,704 Shares owned directly by Legion Partners I is approximately $32,374,718, including brokerage commissions. The aggregate purchase price of the 214,095 Shares underlying certain Warrants (as previously defined and described in Amendment No. 4 to the Schedule 13D) owned directly by Legion Partners I is approximately $155,283, including brokerage commissions. The aggregate purchase price of the 357,483 Shares owned directly by Legion Partners II is approximately $805,826, including brokerage commissions. The aggregate purchase price of the 10,905 Shares underlying certain Warrants owned directly by Legion Partners II is approximately $7,909, including brokerage commissions. The aggregate purchase price of the 488,282 Shares owned directly by Legion Partners XI is approximately $3,722,133, including brokerage commissions. The aggregate purchase price of the 300 Shares owned directly by Legion Partners Holdings is approximately $2,568, including brokerage commissions. Mr. White was awarded 49,079 shares of restricted stock in connection with his service as a director of the Issuer, all of which have vested. Because Mr. White served on the Board as a representative of Legion Partners Asset Management and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his former Board position. As a result, when the Issuer delivered such securities to Mr. White, Legion Partners Asset Management was entitled to receive all of the economic interests in securities granted to Mr. White by the Issuer in respect of Mr. White's former Board position, for no consideration.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 82,580,864 Shares outstanding as of August 5, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2026, and (ii) the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable. As of the date hereof, Legion Partners I beneficially owned directly 3,708,799 Shares, including 214,095 Shares underlying certain Warrants, representing approximately 4.5% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 368,388 Shares, including 10,905 Shares underlying certain Warrants, representing approximately 0.4% of the outstanding Shares. As of the date hereof, Legion Partners XI beneficially owned directly 488,282 Shares, representing approximately 0.6% of the outstanding Shares. Legion Partners, LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners XI, may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II and (iii) 488,282 Shares beneficially owned directly by Legion Partners XI, representing approximately 5.5% of the outstanding Shares. As of the date hereof, Legion Partners Asset Management may be deemed to beneficially own 49,079 Shares that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners XI, Legion Partners Asset Management may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II and (iii) 488,282 Shares beneficially owned directly by Legion Partners XI, representing approximately 5.6% of the outstanding Shares. As of the date hereof, Legion Partners Holdings beneficially owned directly 300 Shares. In addition, as the sole member of Legion Partners Asset Management and the sole member of Legion Partners, LLC, Legion Partners Holdings may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II, (iii) 488,282 Shares beneficially owned directly by Legion Partners XI and (iv) 49,079 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.6% of the outstanding Shares. Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II, (iii) 488,282 Shares beneficially owned directly by Legion Partners XI, (iv) 300 Shares beneficially owned directly by Legion Partners Holdings and (v) 49,079 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.6% of the outstanding Shares.

(c)

Item 5(c) is hereby amended and restated in its entirety as follows: Exhibit 1 annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 16 to the Schedule 13D. Other than with respect to the cash-settled swap transactions reported therein, all of such transactions were effected in the open market.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended to add the following: As previously disclosed, each of Legion Partners I and Legion Partners II entered into the Swap Agreements (as previously defined and described in Amendment No. 10, No. 12 and No. 14 to the Schedule 13D), which provided each of Legion Partners I and Legion Partners II with economic results that were comparable to the economic results of ownership but did not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the notional Shares that were the subject of the Swap Agreements. Following the sale of the cash-settled swaps reported in Exhibit 1 annexed hereto, each of Legion Partners I and Legion Partners II have exited its respective swap position and is no longer a party to the Swap Agreements.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit: 1 - Transaction in Securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Legion Partners, L.P. I

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor
Date:	08/10/2026

Legion Partners, L.P. II

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor
Date:	08/10/2026

Legion Partners Special Opportunities, L.P. XI

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor
Date:	08/10/2026

Legion Partners, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member of Legion Partners Holdings, LLC, its Managing Member
Date:	08/10/2026

Legion Partners Asset Management, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director
Date:	08/10/2026

Legion Partners Holdings, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member
Date:	08/10/2026

Kiper Christopher S

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper
Date:	08/10/2026

White Raymond T.

Signature:	/s/ Raymond White
Name/Title:	Raymond White
Date:	08/10/2026

Source: View Original Filing on SEC EDGAR