NIXON D. GAIL 4
4 · NN INC · Filed Mar 20, 2026
Research Summary
AI-generated summary of this filing
NN Inc (NNBR) SVP Gail Nixon Exercises PSUs, Receives Award
What Happened
Gail D. Nixon, Senior Vice President, Human Resources at NN Inc (NNBR), received equity on March 18, 2026 via (1) a restricted stock award of 53,726 shares and (2) conversion/exercise of 123,520 performance share units (PSUs) into common stock. To satisfy withholding tax obligations, 42,427 shares were withheld on March 18 at $1.23/share ($52,185) and 1,249 shares were withheld on March 19 at $1.48/share ($1,849), for a total of 43,676 shares (~$54,034) withheld. The award/conversion represents net acquisitions (the only dispositions were tax-withholding shares, not open-market sales).
Key Details
- Transaction dates: March 18, 2026 (award and PSU conversion; tax withholding) and March 19, 2026 (additional tax withholding). Form 4 filed March 20, 2026 (appears timely).
- Grants/Conversions: 53,726 restricted shares (award) and 123,520 PSUs converted to 123,520 shares. The PSU derivative was extinguished on conversion (reported as a disposed derivative).
- Tax withholding (dispositions): 42,427 shares withheld @ $1.23 = $52,185 (3/18/26); 1,249 shares withheld @ $1.48 = $1,849 (3/19/26). Total withheld = 43,676 shares (~$54,034).
- Net change from these events: +177,246 shares acquired (53,726 + 123,520) less 43,676 withheld = net +133,570 shares.
- Shares owned after transaction: not specified in the provided data.
- Relevant footnotes: restricted stock vests in three equal annual installments beginning March 18, 2027 (F1); PSUs are contingent rights to one share each (F2); shares were withheld to satisfy taxes on vesting (F3); the PSUs converted were earned based on total shareholder return vs. a custom S&P MicroCap Capital Goods Index for 2023–2025 (F4).
Context
This filing shows an equity award and the settlement of performance-based PSUs rather than an open-market purchase or sale. The withheld shares represent tax withholding (a net settlement) rather than a deliberate insider sale. The PSU conversion was driven by achieved performance metrics (TSR vs. the specified index for 2023–2025) and the restricted stock grant vests over future years, starting March 18, 2027.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-18+53,726→ 197,825 total - Exercise/Conversion
Common Stock
[F2]2026-03-18+123,520→ 321,345 total - Tax Payment
Common Stock
[F3]2026-03-18$1.23/sh−42,427$52,185→ 278,918 total - Tax Payment
Common Stock
[F3]2026-03-19$1.48/sh−1,249$1,849→ 277,669 total - Exercise/Conversion
Performance Rights
[F2][F4]2026-03-18−123,520→ 76,313 total→ Common Stock (123,520 underlying)
Footnotes (4)
- [F1]Represents restricted stock which vests in three equal annual installments beginning on March 18, 2027.
- [F2]Each performance right ("PSU") represents a contingent right to receive one share of Common Stock of the Issuer.
- [F3]Represents shares withheld to satisfy withholding tax obligations upon the vesting of restricted stock and PSUs.
- [F4]For the PSUs granted in April 2023: Represents shares earned from a PSU award based on the Issuer's achievement of total TSR as compared to the TSR of a custom S&P "MicroCap" Capital Goods Index measured over 2023-2025.