What is the NNBR share count used to calculate Legion Partners’ ownership?

Ownership percentages are calculated using 82,580,864 Shares of NN Inc. outstanding as of August 5, 2026 , as reported in the company’s Form 10-Q, plus Shares underlying certain Warrants exercisable by Legion entities.

What did Legion Partners pay for its NNBR share positions?

The filing lists aggregate purchase prices, including brokerage commissions, such as about $17,007,242 for 2,508,398 Shares held by Legion Partners I and about $2,415,574 for 350,474 Shares held by Legion Partners XI.

Legion Partners cuts NN Inc. (NNBR) ownership, now holding about 4.1% of shares

Q: When did Legion Partners fall below 5% ownership of NNBR?

As of the close of business on August 14, 2026 , Legion Partners and the other reporting persons ceased to be beneficial owners of more than 5% of NN Inc.’s outstanding Shares, according to the filing.

Q: How many NNBR shares does Legion Partners I directly beneficially own?

Legion Partners I directly beneficially owns 2,722,493 Shares of NN Inc., including 214,095 Shares underlying certain Warrants, representing approximately 3.3% of the company’s outstanding common stock.

Q: What NNBR restricted stock is attributed to Legion Partners Asset Management?

Raymond White was granted 49,079 Shares of restricted stock for his Board service. Because he served as a representative of Legion Partners, Legion Partners Asset Management is entitled to the economic interest in these Shares for no additional consideration.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Legion Partners and affiliated entities report updated ownership in NN Inc. common stock. Based on 82,580,864 Shares outstanding as of August 5, 2026 plus warrant shares, Legion Partners Asset Management and related entities may be deemed to beneficially own up to 3,389,842 Shares, or approximately 4.1% of the company. This includes positions held by Legion Partners I, II, XI and Holdings, as well as 49,079 Shares of restricted stock granted to Raymond White in his former capacity as a director, whose economic interest is attributed to Legion Partners Asset Management. The filing states that as of the close of business on August 14, 2026, the reporting group ceased to be beneficial owners of more than 5% of NN Inc.’s outstanding Shares.

Key Figures

Shares outstanding: 82,580,864 Shares Legion Partners I beneficial ownership: 2,722,493 Shares Legion Partners II beneficial ownership: 267,496 Shares +5 more

8 metrics

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

Legion Partners I beneficial ownership 2,722,493 Shares Includes 214,095 Shares underlying Warrants; about 3.3% of class

Legion Partners II beneficial ownership 267,496 Shares Includes 10,905 Shares underlying Warrants; about 0.3% of class

Legion Partners XI beneficial ownership 350,474 Shares Directly owned; about 0.4% of class

Group beneficial ownership (maximum) 3,389,842 Shares Legion Partners Asset Management, Holdings, Kiper and White; about 4.1% of Shares

Purchase price Legion Partners I Shares $17,007,242 Aggregate price for 2,508,398 Shares owned directly, including commissions

Purchase price Legion Partners XI Shares $2,415,574 Aggregate price for 350,474 Shares, including commissions

Restricted stock granted to Raymond White 49,079 Shares Director grant; economic interest attributed to Legion Partners Asset Management

Key Terms

beneficial owner, Warrants, working capital, restricted stock, +1 more

5 terms

beneficial owner regulatory

"the Reporting Persons ceased to be the beneficial owners of more than 5% of the 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.

working capital financial

"were purchased with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

restricted stock financial

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

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.

open market financial

"All of such transactions were effected in the open market unless otherwise noted"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

FAQ

How much of NNBR does Legion Partners currently report owning?

Legion Partners and affiliates may be deemed to beneficially own up to 3,389,842 Shares of NN Inc., representing approximately 4.1% of the outstanding common stock, based on 82,580,864 Shares outstanding plus certain warrant shares.

When did Legion Partners fall below 5% ownership of NNBR?

As of the close of business on August 14, 2026, Legion Partners and the other reporting persons ceased to be beneficial owners of more than 5% of NN Inc.’s outstanding Shares, according to the filing.

How many NNBR shares does Legion Partners I directly beneficially own?

Legion Partners I directly beneficially owns 2,722,493 Shares of NN Inc., including 214,095 Shares underlying certain Warrants, representing approximately 3.3% of the company’s outstanding common stock.

What NNBR restricted stock is attributed to Legion Partners Asset Management?

Raymond White was granted 49,079 Shares of restricted stock for his Board service. Because he served as a representative of Legion Partners, Legion Partners Asset Management is entitled to the economic interest in these Shares for no additional consideration.

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

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Available on EDGAR 08/14/2026 - 07:15 PM Accepted by SEC EDGAR 08/14/2026 - 07:15 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

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)

08/14/2026

(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 2,508,398 Shares owned directly by Legion Partners I is approximately $17,007,242, 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 256,591 Shares owned directly by Legion Partners II is approximately $510,673, 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 350,474 Shares owned directly by Legion Partners XI is approximately $2,415,574, 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 2,722,493 Shares, including 214,095 Shares underlying certain Warrants, representing approximately 3.3% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 267,496 Shares, including 10,905 Shares underlying certain Warrants, representing approximately 0.3% of the outstanding Shares. As of the date hereof, Legion Partners XI beneficially owned directly 350,474 Shares, representing approximately 0.4% 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) 2,722,493 Shares beneficially owned directly by Legion Partners I, (ii) 267,496 Shares beneficially owned directly by Legion Partners II and (iii) 350,474 Shares beneficially owned directly by Legion Partners XI, representing approximately 4.0% 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) 2,722,493 Shares beneficially owned directly by Legion Partners I, (ii) 267,496 Shares beneficially owned directly by Legion Partners II and (iii) 350,474 Shares beneficially owned directly by Legion Partners XI, representing approximately 4.1% 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) 2,722,493 Shares beneficially owned directly by Legion Partners I, (ii) 267,496 Shares beneficially owned directly by Legion Partners II, (iii) 350,474 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 4.1% 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) 2,722,493 Shares beneficially owned directly by Legion Partners I, (ii) 267,496 Shares beneficially owned directly by Legion Partners II, (iii) 350,474 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 4.1% 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. 17 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein.

(e)

Item 5(e) is hereby amended and restated as follows: As of the close of business on August 14, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

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:	08/14/2026

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:	08/14/2026

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:	08/14/2026

Legion Partners, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member of Legion Partners Holdings, LLC, its Managing Member
Date:	08/14/2026

Legion Partners Asset Management, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director
Date:	08/14/2026

Legion Partners Holdings, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member
Date:	08/14/2026

Kiper Christopher S

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper
Date:	08/14/2026

White Raymond T.

Signature:	/s/ Raymond White
Name/Title:	Raymond White
Date:	08/14/2026

Source: View Original Filing on SEC EDGAR