SCHEDULE: Legion Partners Adjusts NN Inc. Stake

Legion Partners reports a reduction in its beneficial ownership of NN Inc. common stock and has exited certain swap positions.

Summary

• Legion Partners, through various entities, has amended its Schedule 13D filing concerning its holdings in NN Inc.
• The total beneficial ownership reported by Legion Partners, LLC is 5.5% (4,565,469 shares), and by Legion Partners Asset Management, LLC is 5.6% (4,614,548 shares).
• Christopher S. Kiper and Raymond T. White, as managing directors/members of Legion Partners entities, also hold beneficial ownership.
• The filing details transactions occurring on August 6, 2026, including the sale of common stock and the termination of cash-settled total return swaps.
• Legion Partners I sold 2,623,434 notional shares via cash-settled swaps and 24,716 shares of common stock.
• Legion Partners II sold 233,225 notional shares via cash-settled swaps and 37,661 shares of common stock.
• Legion Partners Special Opportunities, L.P. XI sold 370,001 shares of common stock.
• The aggregate purchase price for shares owned directly by Legion Partners I was approximately $32,374,718, and for shares underlying warrants was approximately $155,283.
• The aggregate purchase price for shares owned directly by Legion Partners II was approximately $805,826, and for shares underlying warrants was approximately $7,909.
• The aggregate purchase price for shares owned directly by Legion Partners XI was approximately $3,722,133.
• The aggregate purchase price for shares owned directly by Legion Partners Holdings was approximately $2,568.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as slightly negative due to the reported sales of common stock and the exit from swap positions, indicating a potential reduction in activist stake or a shift in strategy.

Positives

• Legion Partners I and II have exited their swap positions, potentially simplifying their financial arrangements.
• The filing provides detailed transaction information, ensuring transparency regarding ownership changes.

Negatives

• Significant sales of common stock by Legion Partners I, II, and XI on August 6, 2026.
• Legion Partners I and II have exited their cash-settled total return swap positions, indicating a reduction in their exposure or a change in strategy.
• The reported sales of common stock and exit from swap positions suggest a potential decrease in the activist investor's stake or influence.

Risks

• The reduction in stake by a significant activist investor could signal a lack of confidence in the company's future performance or strategic direction.
• Further sales by Legion Partners could put downward pressure on the stock price.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company itself. It primarily details the current ownership and recent transactions by Legion Partners.

Management Comments

• 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 securities sold at each separate price within the range set forth in this footnote.

Industry Context

StockSavvy.ai notes that activist investors frequently adjust their positions in publicly traded companies. The exit from swap positions and sale of common stock by Legion Partners could indicate a strategic shift, potentially in response to market conditions, company performance, or a change in their investment thesis for NN Inc.

Related Party Transactions

• Legion Partners Asset Management, LLC was entitled to receive all economic interests in securities granted to Mr. White by the Issuer in respect of his former Board position, for no consideration.

Stakeholder Impact

• Shareholders may view the reduction in stake by an activist investor as a negative signal, potentially impacting share price.
• The company's management and board may need to address the implications of this reduced activist presence.

Next Steps

• Monitor future filings by Legion Partners for any further changes in their stake.
• Observe NN Inc.'s stock performance and any subsequent company announcements that might be related to Legion Partners' actions.

Key Dates

Recommendation

The filing indicates a reduction in stake by an activist investor, which is a negative signal. However, the remaining stake is still significant, and the exact reasons for the reduction are not fully disclosed. Therefore, a 'hold' recommendation is appropriate pending further clarity on Legion Partners' strategy and NN Inc.'s performance.

Keywords

NN Inc, Legion Partners, Schedule 13D, Activist Investor, Common Stock, Securities, Total Return Swap, Beneficial Ownership