[8-K] Regal Rexnord Corporation Reports Material Event

Rhea-AI Filing Summary

On 07/24/2025 Brown-Forman (BFA/BFB) EVP & Chief Supply/Technology Officer Timothy M. Nall filed a Form 4 reporting the grant of 28,418 Stock Appreciation Rights (SARs) tied to Class B common shares at an exercise price of $31.15. The award becomes exercisable on 05/01/2028 and expires on 04/30/2035. Following the transaction, Nall directly owns 28,418 derivative securities. No open-market purchases or sales of Brown-Forman stock were disclosed, indicating the filing reflects a routine equity-based compensation grant rather than a change in ownership position.

Insights

Equity Compensation Analyst

TL;DR: Routine SAR grant; aligns executive incentives, immaterial to BF valuation.

The filing documents a standard long-term incentive award. SARs link Nall’s compensation to share price appreciation without immediate share dilution. Quantity (28,418) and strike ($31.15) are modest relative to Brown-Forman’s ~480 m diluted shares outstanding, so the grant has negligible EPS impact. No buy/sell signals emerge; therefore, the event is neutral for investors.

Corporate Governance Specialist

TL;DR: Neutral governance impact; transparent reporting of executive award.

Brown-Forman continues to disclose insider transactions promptly, reflecting good governance practice. Grant terms (3-year cliff before exercisable, seven-year exercise window) promote retention and long-term value creation. Because this is compensation, not a market transaction, it should not influence near-term stock performance.

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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):    July 22, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 22, 2025, the Board of Directors of Regal Rexnord Corporation (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), including to (a) amend Sections 2.03, 2.04, and 2.06 of Article II of the Bylaws to give the Company flexibility to hold meetings of its shareholders by means of remote communication as authorized under Section 180.0709 of the Wisconsin Business Corporation Law (the “WBCL”) if deemed necessary or appropriate; (b) align Sections 2.09 and 2.13 of Article II of the Bylaws with the Securities and Exchange Commission’s requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (c) make certain other clarifying and conforming changes, including to align with the Company’s Corporate Governance Guidelines and the WBCL. The amendment and restatement of the Bylaws was effective immediately.

This description of the changes effected by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit Index

Exhibit Number						Exhibit Description
3.1						Amended and Restated Bylaws of Regal Rexnord Corporation, effective July 22, 2025.
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: July, 25, 2025               By: /s/ Molly Johnson                

Molly Johnson

Vice President, Associate General Counsel & Assistant

Corporate Secretary