REGAL REXNORD CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

for the quarterly period ended September 30, 2025 or

Commission file number 001-07283

REGAL REXNORD CORP ORATION

(Exact name of registrant as specified in its charter)

111 West Michigan Street, Milwaukee, Wisconsin 53203

(Address of principal executive offices)

(608)364-8800

Registrant’s telephone number, including area code

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

On October 27, 2025 the registrant had outstanding 66,389,673 shares of common stock, $0.01 par value per share.

INDEX

CAUTIONARY STATEMENT

All statements in this report, other than those relating to historical facts, are “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “confident,” “estimate,” “expect,” “intend,” “aim,” “seek,” “target,” “plan,” “may,” “will,” “would,” “project,” “forecast,” “predict,” “could,” “should,” and similar expressions including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Forward-looking statements include, but are not limited to, statements about future financial and operating results, future strategic plans and objectives, future operational, capital or financing activities, and expected market or macroeconomic trends. Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements in this report include, without limitation:

•the possibility that Regal Rexnord Corporation (the "Company") may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the sale of the Industrial Motors and Generators businesses in 2024, the acquisition of Altra Industrial Motion Corp. in 2023 (the “Altra Transaction”), and the merger with the Rexnord Process & Motion Control business in 2021 (the “Rexnord PMC business”) within the expected time-frames or at all and to successfully integrate Altra Industrial Motion Corp. (“Altra”) and the Rexnord PMC business;

•the Company’s substantial indebtedness as a result of the Altra Transaction and the effects of such indebtedness on the Company’s financial flexibility;

•the Company’s ability to achieve its objectives on reducing its indebtedness on the desired timeline or at all;

•dependence on key suppliers and the potential effects of supply disruptions;

•fluctuations in commodity prices and raw material costs as a result of, among other things, changes to trade policies, imposition of tariffs, and other governmental regulations affecting trade;

•any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects;

•unanticipated operating costs, customer loss and business disruption or the Company’s inability to forecast customer needs;

•the Company's ability to retain key executives and employees;

•uncertainties regarding the Company's ability to execute its restructuring/strategic plans within expected costs and timing or at all;

•challenges to the tax treatment that was elected with respect to the merger with the Rexnord PMC business and related transactions;

•actions taken by competitors and their ability to effectively compete in the increasingly competitive global industries and markets;

•the Company's ability to develop new products based on technological innovation, such as the Internet of Things and artificial intelligence, and marketplace acceptance of new and existing products;

•dependence on significant customers and distributors;

•risks associated with climate change, including unexpected weather events in markets in which we do business, and uncertainty regarding the Company's ability to deliver on its sustainability commitments and/or to meet related investor, customer and other third party expectations relating to the Company's sustainability efforts and risks associated with rapidly evolving sustainability regulations;

•changes to and uncertainty in trade policy, including tariffs on imports into the US from Canada, Mexico, China, and other countries, and retaliatory tariffs and import/export restrictions, including Chinese export restrictions on certain rare earth minerals, or other trade restrictions imposed by the US or other governments;

•risks associated with global manufacturing, including risks associated with public health crises and political, societal or economic instability, including instability caused by ongoing geopolitical conflicts;

•issues and costs arising from the integration of acquired companies and businesses;

•prolonged declines or disruptions in one or more markets, including disruptions caused by labor disputes or other labor activities, natural disasters, terrorism, acts of war, international conflicts, pandemics and political and government actions;

•risks associated with excess or obsolete inventory charges, including related write-offs or write-downs;

•economic changes in global markets, such as reduced demand for products, currency exchange rates, inflation rates, interest rates, recession, government policies, including policy changes affecting taxation, trade, tariffs, import/export regulations, immigration, customs, border actions and the like, and other external factors that the Company cannot control;

•product liability, asbestos and other litigation, or claims by end users, government agencies or others that products or customers' applications failed to perform as anticipated;

•unanticipated liabilities of acquired businesses;

•unanticipated adverse effects or liabilities from restructuring activities, business optimization initiatives, business exits or divestitures;

•the Company's ability to identify and execute on future mergers and acquisitions (“M&A”) opportunities, or other strategic transactions;

•the impact of such M&A or other transactions on the Company's results, operations and financial condition, including the impact from costs to execute and finance any such transactions;

•unanticipated costs or expenses that may be incurred related to product warranty issues, recalls or reworks;

•infringement of intellectual property by third parties, challenges to intellectual property, and claims of infringement on third party technologies;

•risks related to foreign currency fluctuations or changes in global commodity prices or interest rates;

•effects on earnings of any significant impairment of goodwill;

•losses from failures, breaches, attacks or disclosures involving information technology infrastructure and data;

•costs and unanticipated liabilities arising from rapidly evolving laws and regulations, including data privacy laws, labor and employment laws, environmental laws and regulations, and tax laws and regulations, including the One Big Beautiful Bill Act, which was signed on July 4, 2025; and

•risks associated with stock price volatility;

and other factors that can be found in our filings with the Securities and Exchange Commission (the "SEC"), including our most recent periodic reports filed on Form 10-K and Form 10-Q, which are available on our Investor Relations website. Forward-looking statements are given only as of the date of this report and we disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.