NN INCNNBR
NN INC Stock Compensation Disclosure
Share-Based Compensation
As of December 31, 2025, we have 2.5 million shares available that can be issued to employees and non-executive directors under the NN, Inc. 2022 Amended and Restated Omnibus Incentive Plan and prior plans (collectively, the “Incentive Plans”), as options, stock appreciation rights, and other share-based awards. Shares of our common stock delivered upon exercise or vesting may consist of newly issued shares of our common stock or shares acquired in the open market.
Share-based compensation expense is recognized in the “Selling, general, and administrative expense” line in the Consolidated Statements of Operations and Comprehensive Income (Loss). The following table lists the components of share-based compensation expense by type of award.
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock | $ | 1,989 | $ | 2,119 | $ | 2,237 | |||||||||||
| Performance share units | 1,211 | 1,021 | 570 | ||||||||||||||
| Stock options | — | — | 14 | ||||||||||||||
| Share-based compensation expense | $ | 3,200 | $ | 3,140 | $ | 2,821 | |||||||||||
Unrecognized compensation cost related to unvested awards was $5.8 million as of December 31, 2025, which will be recognized over a weighted-average period of 2.5 years.
Restricted Stock
During the years ended December 31, 2025, 2024, and 2023, we granted 682,000, 660,000, and 3,782,000 shares of restricted stock with weighted average grant-date fair values of $2.54, $4.25, and $1.37 per share, respectively. The total grant-date fair value of restricted stock that vested in the years ended December 31, 2025, 2024 and 2023, was $2.0 million, $2.0 million and $4.2 million, respectively.
The following table presents the status of unvested restricted stock awards as of December 31, 2025 and changes during the year then ended.
| Nonvested Restricted Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested at January 1, 2025 | 2,326 | $ | 2.18 | ||||||||
| Granted | 682 | 2.54 | |||||||||
| Vested | (772) | 2.65 | |||||||||
| Forfeited | (209) | 2.58 | |||||||||
| Unvested at December 31, 2025 | 2,027 | $ | 2.08 | ||||||||
During the years ended December 31, 2025 and 2024, we granted 682,000 and 390,000 shares of restricted stock, respectively, to non-executive directors, officers and certain other employees which vest pro-rata over three years for employees and over one year for non-executive directors. In addition, we granted 270,000 shares of restricted stock to new executive officers as inducement grants, during the year ended December 31, 2024, which vest pro-rata over five years.
Performance Share Units
Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value. PSUs vest upon achieving specified performance targets over a performance period, which are based on total shareholder return (“TSR Awards”), return on invested capital (“ROIC Awards”), or on the Company’s stock price meeting specified thresholds (“Inducement Awards”). PSUs cliff-vest at the end of the performance period and expire automatically if the performance metric thresholds are not met during the performance period.
The TSR Awards vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of a specified index, as defined by the Incentive Plans, during the performance periods. The ROIC Awards vest, if at all, upon our achieving a specified average return on invested capital during the performance periods. The performance periods for TSR Awards and ROIC Awards begins on January 1st of the year of grant and ends three years later on December 31st. The Inducement Awards are earned upon our stock price meeting specified thresholds for any 20 consecutive trading days during the five-year performance period.
PSUs that vest will be settled by the issuance of shares of our common stock with the actual number of shares interpolated between a threshold and maximum payout amount based on actual performance results. No dividends will be paid on outstanding PSUs during the performance period; however, dividend equivalents will be paid based on the number of shares of common stock that are ultimately earned at the end of the performance periods.
The following table presents the status of unvested PSUs as of December 31, 2025 and activity during the year then ended.
| Nonvested PSU Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Nonvested at January 1, 2025 | 3,671 | $ | 1.45 | ||||||||
| Granted | 266 | 2.09 | |||||||||
| Forfeited | (60) | 3.25 | |||||||||
| Nonvested at December 31, 2025 | 3,877 | $ | 1.48 | ||||||||
During the year ended December 31, 2025, we granted 266,000 TSR Awards to executive officers under the Incentive Plans for the 2025 to 2027 performance period. During the years ended December 31, 2024 and 2023, we granted 590,000 and 3,621,000 PSUs with weighted average grant-date fair values of $3.71 and $1.14 per share, respectively.
The total grant-date fair value of PSU’s that vested in the years ended December 31, 2025, 2024, and 2023, was $0.0 million, $0.1 million, and $0.3 million, respectively.
Stock Options
Stock options, which were last granted in 2020, have an exercise price equal to the closing price of our stock on the date of grant, an exercise term of ten years, and a vesting period of three years. No stock options were exercised during the fiscal years
ended December 31, 2025, 2024 and 2023. The following table presents stock option activity for the year ended December 31, 2025.
| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||||||||
| Outstanding at January 1, 2025 | 169 | $ | 13.99 | ||||||||||||||||||||||||||
| Expired | (93) | 13.36 | |||||||||||||||||||||||||||
| Outstanding and exercisable at December 31, 2025 | 76 | $ | 14.77 | 2.0 years | $ | — | (1) | ||||||||||||||||||||||
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(1)The aggregate intrinsic value is the sum of intrinsic values for each exercisable individual option grant. The intrinsic value is the amount by which the closing market price of our stock at December 31, 2025, was greater than the exercise price of any individual option grant.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 12, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 11, 2022 | |
| 2020 | Mar 15, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 18, 2019 | |
| 2017 | Apr 2, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.