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: ~~October~~November 171, 2024 (Date of earliest event reported: November ~~October 15~~1, 2024)

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		001-40840		95-4372080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

(203) 267-7001

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RBC	New York Stock Exchange

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

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered
Common Stock, par value $0.01 per share		RBC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Section 82 –- ~~Other~~Financial ~~Events~~Information

Item 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~October~~November 151, 2024, ~~each then-outstanding share of the 5.00% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”) of~~ RBC Bearings Incorporated (the “Company”) ~~convert~~ ~~into~~issued ~~0.4413~~a ~~shares~~press ofrelease ~~the~~announcing ~~Company’s~~its ~~common~~financial ~~stock~~results ~~(the “Common Stock”). The conversion rate was based on a value~~ for the ~~Common~~quarter ~~Stock~~ended ~~equal~~September ~~to the lower of (i) the average of the daily VWAPs in the 20-trading-day period through October 14~~28, 2024, ~~(the daily~~and ~~VWAP is the per share volume-weighted average price of the Common Stock on the New York Stock Exchange for a given trading day as~~certain ~~reported~~other ~~by Bloomberg) or (ii) $226~~information.~~63.~~ This ~~Because~~press ~~the~~release ~~VWAP~~has ~~average~~been ~~for~~furnished ~~the~~as ~~20 trading days through October 14 was $292~~Exhibit 99.~~55,~~1 ~~the $226.63 Common Stock value was utilized~~ to ~~produce~~this ~~the~~report ~~conversion~~and ~~rate of 0.4413 shares of Common Stock for each share of Preferred Stock. This~~ is ~~known as~~incorporated ~~the~~herein ~~“Minimum~~by ~~Conversion Rate” in the Certificate of Designations defining the terms of the Preferred Stock~~this reference.

The ~~dividend~~information onin this report, including the ~~Preferred~~exhibit hereto, ~~Stock~~is ~~that~~furnished ~~accrued~~pursuant to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes of Section 18 ~~through~~of the ~~conversion~~Securities ~~date~~Exchange ~~was~~Act ~~paid~~of on1934 ~~the~~or ~~conversion~~otherwise ~~date~~subject to ~~holders~~the liabilities of ~~record~~that onsection. ~~October~~The 1,information ~~2024~~contained herein and ~~therefore~~in the ~~was~~accompanying exhibit is not ~~factored~~incorporated ~~into~~by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the ~~conversion~~date ~~rate~~hereof and irrespective of any general incorporation language in any filings.

~~The~~Section ~~Company~~9 ~~issued 2,029,955~~– ~~shares~~Financial ofStatements ~~Common~~and ~~Stock upon the conversion of the Preferred Stock.~~Exhibits

Because the Preferred Stock is no longer outstanding, the Company will not pay dividends on the Preferred Stock in the future. This will amount to a cash savings of $23.0 million per year.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104 Cover page interactive data file (embedded within the inline XBRL document)

99.1		Press Release of RBC Bearings Incorporated dated November 1, 2024.
104		Cover page interactive data file (embedded within the inline XBRL document)

SIGNATURES

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

Date: ~~October~~November 171, 2024

RBC BEARINGS INCORPORATED By: /s/ John J. Feeney Name: John J. Feeney Title: Vice President, General Counsel ~~and~~& Secretary

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