Sec Form 3 Filing - Legion Partners Holdings, LLC @ NN INC - 2025-03-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Legion Partners Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol NN INC [ NNBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12121 WILSHIRE BLVD., SUITE 1240 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2025 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 3,519,420 I By: Legion Partners, L.P. I ( 2 ) Common Stock ( 1 ) 395,144 I By: Legion Partners, L.P. II ( 3 ) Common Stock ( 1 ) 877,065 I By: Legion Partners Special Opportunities, L.P. XI ( 4 ) Common Stock ( 1 ) 300 I By: Legion Partners Holdings, LLC ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants ( 1 ) $ 11.03 05/20/2020 12/11/2026 Common Stock 214,095 I By: Legion Partners, L.P. I ( 2 ) Warrants ( 1 ) $ 11.03 05/20/2020 12/11/2026 Common Stock 10,905 I By: Legion Partners, L.P. II ( 3 ) Cash-Settled Total Return Swap ( 1 ) $ 2.9853 ( 7 ) ( 6 ) 01/30/2029 Common Stock 2,757,857 I By: Legion Partners, L.P. I ( 2 ) Cash-Settled Total Return Swap ( 1 ) $ 2.9327 ( 7 ) ( 6 ) 01/30/2029 Common Stock 246,975 I By: Legion Partners, L.P. II ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Legion Partners Holdings, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners, L.P. I 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 See Footnote 1 Legion Partners, L.P. II 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 See Footnote 1 Legion Partners Special Opportunities, L.P. XI 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 See Footnote 1 Legion Partners, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners Asset Management, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Kiper Christopher S 12121 WILSHIRE BLVD SUITE 1240 LOS ANGELES, CA90025 X White Raymond T. 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X < tr> Signatures Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member 04/21/2025 Signature of Reporting Person Date Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director 04/21/2025 Signature of Reporting Person Date Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director 04/21/2025 Signature of Reporting Person Date Legion Partners Special Opportunities, L.P. XI, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director 04/21/2025 Signature of Reporting Person Date Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member 04/21/2025 Signature of Reporting Person Date Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director 04/21/2025 Signature of Reporting Person Date /s/ Christopher S. Kiper 04/21/2025 Signature of Reporting Person Date /s/ Raymond White 04/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I. ( 3 )Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II. ( 4 )Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities. ( 5 )Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings. ( 6 )Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to the number of notional shares set forth in Column 3. The Swap Agreements provide the holder thereof with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Persons do not have the right or ability to convert the Subject Shares into shares of common stock at any time. Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein. ( 7 )Represents the reference price associated with the applicable Swap Agreement.

Remarks: This Form 3 is being filed solely due to a decrease in the number of shares of the Issuer outstanding and not as a result of any acquisition of securities by the Reporting Persons.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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