UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November ~~October 27~~21, 2025

_______________________

Regal Rexnord Corporation

(Exact name of registrant as specified in its charter)


Wisconsin	1-7283	39-0875718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 West Michigan Street, Milwaukee, Wisconsin 53203

(Address of Principal Executive Offices, Including Zip Code)

Registrant’'s Telephone Number: (608) 364-8800

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	RRX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~_______________________

OnItem October 29, 2025, Regal Rexnord Corporation (the “Company”) announced that Louis Pinkham, the Company’s Chief Executive Officer will separate from his role with the Company in connection with a Chief Executive Officer (“CEO”) search process being led by the Company’s Board of Directors (the “Board”)1. ~~Mr.~~01 Entry ~~Pinkham’s~~into ~~separation from his role as CEO, and all other officer and director positions he holds at the Company and its affiliates, including as~~ a ~~member~~Material ofDefinitive ~~the Board, will occur upon the earlier of March 31, 2026 and the date of the Board’s appointment of his successor~~Agreement. In connection with the search process, the Board has established a search committee comprised of four independent directors and the committee is being assisted by a leading executive search firm.

~~Mr.~~On ~~Pinkham’s~~November ~~departure~~21, ~~will~~2025, beRegal ~~treated~~Rexnord asCorporation, a ~~termination~~Wisconsin ~~without~~corporation ~~cause under~~ (the “Company~~’s previously disclosed Executive Severance Policy~~”), and ~~Mr. Pinkham will receive compensation at~~ the ~~time~~subsidiary ofborrowers ~~his~~party ~~departure~~thereto ~~consistent~~entered ~~with~~into ~~the~~a ~~terms~~Third ofAmended ~~the~~and ~~Executive~~Restated ~~Severance~~Credit ~~Policy. In~~Agreement (the ~~event~~“Amended ~~Mr.~~and ~~Pinkham’s~~Restated ~~successor~~Credit isAgreement”) ~~appointed~~with ~~prior~~a tosyndicate ~~March~~of ~~31,~~financial ~~2026~~institutions, ~~Mr. Pinkham will remain employed~~ as anlenders, ~~advisor~~and ~~to the~~JPMorgan ~~Company~~Chase ~~through~~Bank, ~~such~~N.A., ~~date~~as toadministrative ~~facilitate~~agent anfor ~~orderly~~the ~~leadership~~lenders. ~~transition,~~Capitalized ~~during~~terms ~~which~~used ~~period~~but henot ~~will~~defined ~~receive~~herein ~~his~~have ~~base~~the ~~salary~~meanings asascribed ~~currently~~thereto in ~~effect~~the Amended and ~~continued~~Restated ~~vesting~~Credit ~~in his existing equity-based awards as awarded under the Company’s equity plans~~Agreement.

The ~~terms~~Amended ofand ~~Mr.~~Restated ~~Pinkham’s~~Credit ~~departure~~Agreement ~~are~~amends ~~documented~~and restates in aits ~~Transition~~entirety ~~Agreement~~the ~~and~~Second ~~General~~Amended ~~Release~~and ofRestated ~~Claims~~Credit ~~between~~Agreement, ~~the~~dated ~~Company~~as ~~and~~of ~~Mr.~~March ~~Pinkham~~28, ~~dated October~~2022 ~~27, 2025~~ (the “~~Transition~~Existing Credit Agreement”), ~~which~~as ~~was~~amended, ~~approved~~among by the ~~Compensation~~Company, ~~and~~various ~~Human~~subsidiaries ~~Resources Committee~~ of the ~~Board~~Company inparty ~~consultation~~thereto, ~~with~~the ~~its~~financial ~~independent~~institutions ~~compensation~~party ~~consultant~~thereto, ~~and is included~~ as ~~Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Pursuant to the Transition Agreement~~lenders, and inJPMorgan ~~consideration~~Chase ~~for the payments made upon his separation~~Bank, MrN. ~~Pinkham has agreed to a customary general release of claims against the Company and non-competition~~A., ~~non-solicitation,~~as ~~non-disclosure,~~administrative ~~and non-disparagement covenants~~agent.

~~Mr.~~The ~~Pinkham’s~~credit ~~departure~~facilities isextended ~~not~~under the ~~result~~Amended and Restated Credit Agreement shall consist of ~~any~~(i) ~~dispute~~an unsecured Delayed Draw Term Loan in an aggregate principal amount of up to $850,000,000, maturing on February 21, 2029 (the “Delayed Draw Term Loan Facility”) and (ii) an unsecured revolving line of credit in Dollars or ~~disagreement~~various other currencies in an aggregate principal amount of up to $1,500,000,000, maturing on November 21, 2030 (collectively with the ~~Company~~Delayed orDraw ~~any~~Term ~~matter~~Loan ~~relating~~Facility, the “Facilities”). Interest for benchmark rate loans is calculated based on a SOFR benchmark rate, plus a margin spread to be adjusted quarterly based on the Company’s ~~operations,~~Funded ~~policies or~~Debt ~~practices~~to EBITDA Ratio.

~~Item~~The 7Amended and Restated Credit Agreement provides that the Company shall have a Funded Debt to EBITDA Ratio as of the last day of any fiscal quarter of not greater than 4.0100 ~~Regulation~~to FD1.00 ~~Disclosure~~for the first two fiscal quarters ending after the closing date of the Amended and Restated Credit Agreement and as of the last day of any fiscal quarter thereafter, not greater than 3.75 to 1.00. Once the maximum Funded Debt to EBITDA Ratio is 3.75 to 1.00, the maximum Funded Debt to EBITDA Ratio may increase, at the Company’s election, to a maximum of 4.25 to 1.00 for any four fiscal quarter period following the consummation of an acquisition of at least $150,000,000, subject to certain restrictions. The Amended and Restated Credit Agreement also provides that the Company shall have an Interest Coverage Ratio as of the last day of any fiscal quarter of not less than 3.00 to 1.00. The Amended and Restated Credit Agreement also contains certain restrictions on the Company and its Significant Subsidiaries, including restrictions on their ability to incur debt or create or incur liens on assets. The Amended and Restated Credit Agreement includes restrictions on the Company’s, the Subsidiary Borrowers’ and the Subsidiary Guarantors’ ability to merge or sell all or substantially all of their assets. The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Subsidiary Guarantors.

OnThe ~~October~~Company 29will use the Facilities to refinance the Existing Credit Agreement, ~~2025~~to pay fees, ~~the~~costs, ~~Company~~and ~~issued~~other aexpenses ~~press~~incurred ~~release~~therewith, ~~announcing~~to afund ~~CEO~~working ~~search~~capital ~~process.~~needs, Acapital ~~copy~~expenditures and for general corporate purposes of the ~~press~~Company ~~release~~and isits ~~attached~~subsidiaries. ~~hereto~~In asaddition, ~~Exhibit~~the 99Delayed Draw Term Loan Facility will be used to refinance the 6.~~1 and~~050% isSenior ~~incorporated~~Notes ~~herein~~due 2026 issued by ~~reference~~the Company.

The ~~information~~summary inset ~~this~~forth ~~Item~~above ~~7.01~~is ~~(including Exhibit 99.1) shall~~ not beintended ~~deemed~~ to be ~~“filed”~~complete ~~for~~and ~~purposes~~is ofqualified ~~Section~~in 18its ofentirety ~~the~~by ~~Securities~~reference ~~Exchange~~to ~~Act of 1934, as amended (~~the ~~“Exchange~~full ~~Act”),~~text orof ~~otherwise subject to~~ the ~~liability~~Amended ~~of that section,~~ and ~~shall~~Restated ~~not~~Credit beAgreement, ~~incorporated~~a bycopy ~~reference into any registration statement or other document filed under the Securities Act~~ of ~~1933,~~which asis ~~amended,~~attached orhereto ~~the Exchange Act, except~~ as ~~shall~~Exhibit ~~be expressly set forth by specific reference in such filing~~10.1.

Item 92.~~01.~~03 Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~(d)~~The ~~Exhibits~~disclosure under Item 1.01 of this report regarding the entry into of the Amended and Restated Credit Agreement is hereby incorporated by reference.

Exhibit No.		Exhibit Description
10.1		Transition Agreement and General Release of Claims between the Company and Louis Pinkham, dated October 27, 2025.
99.1		Press release, dated October 29, 2025.
104.1		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

Exhibit Index


Exhibit Number						Exhibit Description
10.1						Third Amended and Restated Credit Agreement dated as of November 21, 2025 among Regal Rexnord Corporation, the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGAL REXNORD CORPORATION
Date: October 30, 2025	By:	/s/ Molly Johnson
		Name:	Molly Johnson
		Title:	Vice President, Associate General Counsel & Assistant Secretary

REGAL REXNORD CORPORATION

Date: November 25, 2025 By: /s/ Molly Johnson

Molly Johnson

Vice President, Associate General Counsel & Assistant

Corporate Secretary

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