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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001560207 XXXXXXXX LIVE 16 Common Stock, par value $0.01 per share 07/29/2026 false 0000918541 629337106 NN INC 6210 ARDREY KELL ROAD SUITE 120 CHARLOTTE NC 28277 CHRISTOPHER S. KIPER 424-253-1773 LEGION PARTNERS ASSET MANAGEMENT, LLC 12121 Wilshire Blvd, Suite 1240 Los Angeles CA 90025 RYAN NEBEL 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001595909 N Legion Partners, L.P. I WC N DE 0.00 3733515.00 0.00 3733515.00 3733515.00 N 4.8 PN 0001618783 N Legion Partners, L.P. II WC N DE 0.00 406049.00 0.00 406049.00 406049.00 N 0.5 PN 0001768000 N Legion Partners Special Opportunities, L.P. XI WC N DE 0.00 858283.00 0.00 858283.00 858283.00 N 1.1 PN 0001682390 N Legion Partners, LLC AF N DE 0.00 4997847.00 0.00 4997847.00 4997847.00 N 6.5 OO 0001560207 N Legion Partners Asset Management, LLC AF OO N DE 0.00 5046926.00 0.00 5046926.00 5046926.00 N 6.5 IA OO 0001682389 N Legion Partners Holdings, LLC AF WC OO N DE 0.00 5047226.00 0.00 5047226.00 5047226.00 N 6.5 OO 0001432744 N Kiper Christopher S AF OO N X1 0.00 5047226.00 0.00 5047226.00 5047226.00 N 6.5 IN 0001682494 N White Raymond T. AF OO N X1 0.00 5047226.00 0.00 5047226.00 5047226.00 N 6.5 IN Common Stock, par value $0.01 per share NN INC 6210 ARDREY KELL ROAD SUITE 120 CHARLOTTE NC 28277 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 3,519,420 Shares owned directly by Legion Partners I is approximately $32,766,696, 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 395,144 Shares owned directly by Legion Partners II is approximately $934,088, 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 858,283 Shares owned directly by Legion Partners XI is approximately $7,483,246, 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, which vested on July 29, 2026, as further described in Item 4. 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 4 is hereby amended to add the following: On July 29, 2026, the Reporting Persons entered into a letter agreement with the Issuer (the "Letter Agreement"). Pursuant to the Letter Agreement, the Issuer agreed to immediately accelerate the vesting of the 49,079 shares of the Issuer's restricted stock awarded on March 18, 2026 to Mr. White in connection with his service as a director of the Issuer. In addition, the Reporting Persons irrevocably waived their replacement rights pursuant to Section 1(f) of the Cooperation Agreement (as defined and described in Amendment No. 13 to the Schedule 13D) and acknowledged that the Issuer's obligations under Section 1 of the Cooperation Agreement have been terminated. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. 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) 77,083,705 Shares outstanding as of July 2, 2026, which is the total number of Shares outstanding as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on July 21, 2026, (ii) the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable, and (iii) the shares of restricted stock awarded to Mr. White, as applicable. As of the date hereof, Legion Partners I beneficially owned directly 3,733,515 Shares, including 214,095 Shares underlying certain Warrants, representing approximately 4.8% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 406,049 Shares, including 10,905 Shares underlying certain Warrants, representing approximately 0.5% of the outstanding Shares. As of the date hereof, Legion Partners XI beneficially owned directly 858,283 Shares, representing approximately 1.1% 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 858,283 Shares beneficially owned directly by Legion Partners XI, representing approximately 6.5% 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 further explained in Item 3. 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 858,283 Shares beneficially owned directly by Legion Partners XI, representing approximately 6.5% 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II, (iii) 858,283 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 6.5% 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II, (iii) 858,283 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 6.5% of the outstanding Shares. Item 6 is hereby amended to add the following: On July 29, 2026, the Reporting Persons and the Issuer entered into the Letter Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto Item 7 is hereby amended to add the following exhibit: 99.1 - Letter Agreement, dated July 29, 2026, by and among the Reporting Persons and the Issuer. Legion Partners, L.P. I /s/ Christopher S. Kiper Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor 07/31/2026 Legion Partners, L.P. II /s/ Christopher S. Kiper Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor 07/31/2026 Legion Partners Special Opportunities, L.P. XI /s/ Christopher S. Kiper Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor 07/31/2026 Legion Partners, LLC /s/ Christopher S. Kiper Christopher S. Kiper, Managing Member of Legion Partners Holdings, LLC, its Managing Member 07/31/2026 Legion Partners Asset Management, LLC /s/ Christopher S. Kiper Christopher S. Kiper, Managing Director 07/31/2026 Legion Partners Holdings, LLC /s/ Christopher S. Kiper Christopher S. Kiper, Managing Member 07/31/2026 Kiper Christopher S /s/ Christopher S. Kiper Christopher S. Kiper 07/31/2026 White Raymond T. /s/ Raymond White Raymond White 07/31/2026