D. Gail Nixon - Mar 18, 2025 Form 4 Insider Report for NN INC (NNBR)

Role
Senior VP, Human Resources
Signature
/s/ Richard F. Mattern by Power of Attorney
Stock symbol
NNBR
Transactions as of
Mar 18, 2025
Transactions value $
$60,558
Form type
4
Date filed
3/20/2025, 08:34 PM
Previous filing
Apr 3, 2024
Next filing
Apr 1, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNBR Common Stock Award $66.1K +25.9K +20.25% $2.55 154K Mar 18, 2025 Direct F1
transaction NNBR Common Stock Options Exercise +1.84K +1.2% 156K Mar 18, 2025 Direct F2, F3
transaction NNBR Common Stock Tax liability -$1.6K -628 -0.4% $2.55 155K Mar 18, 2025 Direct F4
transaction NNBR Common Stock Tax liability -$3.92K -1.49K -0.96% $2.63 154K Mar 19, 2025 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NNBR Performance Rights Award $0 +51.8K +34.59% $0.00 202K Mar 18, 2025 Common Stock 51.8K Direct F6, F7
transaction NNBR Performance Rights Options Exercise -1.84K -0.91% 200K Mar 18, 2025 Common Stock 1.84K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares are restricted stock and vest in three equal annual installments beginning on March 18, 2026.
F2 For the performance rights granted in March 2022: Represents shares earned from a Performance Share Unit ("PSU") award based on NN, Inc.'s (the "Issuer") achievement of total shareholder return ("TSR") as compared to the TSR of a custom S&P "MicroCap" Capital Goods Index measured over 2022-2024.
F3 Each PSU represents a contingent right to receive one share of Common Stock of the Issuer.
F4 The Reporting Person surrendered shares to the Issuer in order to fulfill tax withholding obligations in connection with the receipt of the PSUs.
F5 NN, Inc. (the "Issuer") withheld 1,313 shares from the Reporting Person to cover taxes relating to the vesting of 4,388 shares of restricted stock.
F6 Each performance right represents a contingent right to receive one share of common stock of the Issuer.
F7 The performance rights will vest pursuant to the terms and subject to the conditions set forth in the Issuer's 2022 Amended and Restated Omnibus Incentive Plan and the applicable Performance Share Unit Award Agreement based on the relative TSR of the Issuer over a one-, two-, and three-year period, as compared to the TSR of a custom subset of the S&P SmallCap 600 Capital Goods Index, plus the Issuer's compensation peers not included in the Index), over the period beginning on January 1, 2025 and ending December 31, 2027. The performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 25% and 150% of the target shares.

Remarks:

An updated power of attorney is attached to this Form as Exhibit 24.