[8-K] REGAL REXNORD CORP Reports Material Event

Rhea-AI Filing Summary

Regal Rexnord Corporation entered into a Third Amended and Restated Credit Agreement with a bank syndicate led by JPMorgan Chase Bank. The new facilities include an unsecured Delayed Draw Term Loan of up to $850,000,000 maturing on February 21, 2029 and an unsecured revolving credit facility of up to $1,500,000,000 maturing on November 21, 2030. These facilities replace the company’s prior credit agreement.

The agreement requires a maximum Funded Debt to EBITDA Ratio of 4.00 to 1.00 for the first two fiscal quarters after closing and 3.75 to 1.00 thereafter, with an allowed increase to 4.25 to 1.00 following certain acquisitions of at least $150,000,000. It also requires an Interest Coverage Ratio of at least 3.00 to 1.00 and includes limitations on additional debt, liens, mergers, and asset sales. The facilities will be used to refinance the existing credit agreement, pay related costs, fund working capital and capital expenditures, and the term loan will refinance the company’s 6.050% Senior Notes due 2026.

Insights

Corporate Credit Analyst

New credit agreement extends maturities, secures large liquidity, and refinances 2026 notes under defined leverage and coverage covenants.

Regal Rexnord entered a Third Amended and Restated Credit Agreement providing an unsecured $850,000,000 Delayed Draw Term Loan maturing on February 21, 2029 and a $1,500,000,000 unsecured revolving facility maturing on November 21, 2030. Interest on benchmark rate loans is based on a SOFR benchmark plus a margin that varies quarterly with the Funded Debt to EBITDA Ratio, which directly links borrowing cost to leverage.

The agreement sets a maximum Funded Debt to EBITDA Ratio of 4.00% to 1.00 for the first two fiscal quarters after closing, then 3.75% to 1.00 thereafter, with an election to temporarily increase to 4.25% to 1.00 after qualifying acquisitions of at least $150,000,000. It also requires an Interest Coverage Ratio of at least 3.00% to 1.00 and imposes restrictions on additional debt, liens, mergers, and major asset sales for the Company and Significant Subsidiaries, with guarantees from Subsidiary Guarantors. These terms frame a clear leverage and coverage discipline around the capital structure.

The Facilities will refinance the prior credit agreement, fund working capital, capital expenditures, and general corporate purposes, and the Delayed Draw Term Loan will refinance the 6.050% Senior Notes due 2026. This extends debt maturities out to 2029 and 2030, centralizes bank financing, and preserves flexibility for future acquisitions subject to covenant limits. A key item to watch over coming quarters is compliance headroom versus the Funded Debt to EBITDA and Interest Coverage Ratio tests as the Company draws on the Facilities and refinances the 2026 notes.

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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 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))

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 1.01    Entry into a Material Definitive Agreement.

On November 21, 2025, Regal Rexnord Corporation, a Wisconsin corporation (the “Company”), and the subsidiary borrowers party thereto entered into a Third Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with a syndicate of financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement amends and restates in its entirety the Second Amended and Restated Credit Agreement, dated as of March 28, 2022 (the “Existing Credit Agreement”), as amended, among the Company, various subsidiaries of the Company party thereto, the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent.

The credit facilities extended under the Amended and Restated Credit Agreement shall consist of (i) 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 various other currencies in an aggregate principal amount of up to $1,500,000,000, maturing on November 21, 2030 (collectively with the Delayed Draw Term Loan 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 Funded Debt to EBITDA Ratio.

The Amended 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 4.00 to 1.00 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.

The Company will use the Facilities to refinance the Existing Credit Agreement, to pay fees, costs, and other expenses incurred therewith, to fund working capital needs, capital expenditures and for general corporate purposes of the Company and its subsidiaries. In addition, the Delayed Draw Term Loan Facility will be used to refinance the 6.050% Senior Notes due 2026 issued by the Company.

The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Molly Johnson

Vice President, Associate General Counsel & Assistant

Corporate Secretary

FAQ

What new credit facilities did Regal Rexnord (RRX) enter into?

Regal Rexnord entered into a Third Amended and Restated Credit Agreement providing an unsecured Delayed Draw Term Loan of up to $850,000,000 and an unsecured revolving credit facility of up to $1,500,000,000.

What are the maturities of Regal Rexnord’s new term loan and revolving credit facility?

The Delayed Draw Term Loan under the agreement matures on February 21, 2029, and the unsecured revolving credit facility matures on November 21, 2030.

How will Regal Rexnord (RRX) use the proceeds from the new credit facilities?

The company will use the Facilities to refinance the existing credit agreement, pay related fees and expenses, fund working capital and capital expenditures, and the Delayed Draw Term Loan will refinance its 6.050% Senior Notes due 2026.

What financial covenants are included in Regal Rexnord’s new credit agreement?

The agreement requires a maximum Funded Debt to EBITDA Ratio of 4.00 to 1.00 for the first two fiscal quarters after closing and 3.75 to 1.00 thereafter, with a potential increase to 4.25 to 1.00 after qualifying acquisitions. It also requires an Interest Coverage Ratio of at least 3.00 to 1.00.

Can Regal Rexnord increase its leverage ratio under certain conditions?

Yes. Once the standard maximum Funded Debt to EBITDA Ratio is 3.75 to 1.00, the company may elect to increase it to 4.25 to 1.00 for any four fiscal quarter period following an acquisition of at least $150,000,000, subject to specified restrictions.

What restrictions does the new credit agreement place on Regal Rexnord and its subsidiaries?

The agreement includes restrictions on the company and its Significant Subsidiaries regarding their ability to incur additional debt, create or incur liens on assets, and merge or sell all or substantially all assets.

Who guarantees Regal Rexnord’s obligations under the new credit agreement?

The company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Subsidiary Guarantors.