8-K/A
REGAL REXNORD CORP (RRX)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 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 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.
As previously disclosed on October 29, 2025, the Board of Directors (the “Board”) of Regal Rexnord Corporation (the “Company”) is engaged in a search process to identify a successor to current Chief Executive Officer, Louis V. Pinkham. The CEO Search Committee is comprised of three independent directors and the committee is being assisted by a leading executive search firm. In order to allow for additional time to evaluate potential candidates, the Company and Mr. Pinkham have agreed that Mr. Pinkham will remain in the Chief Executive Officer role through June 30, 2026 or an earlier mutually agreed date (the “Transition Date”). Mr. Pinkham will continue to serve as a member of the Board through the Transition Date. In connection with the extended transition period, Mr. Pinkham will be eligible for the continued payment of his base salary for the period he remains employed and, with respect to each of the three months ending on the extended termination date, a cash payment of $770,833.33 representing one-twelfth of his annual target bonus and long-term incentive target amount (maximum payments of $2,312,500).
Item 7.01 Regulation FD Disclosure.
On March 16, 2026, the Company issued a press release providing an update on the CEO search process. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description |
|---|---|
| 10.1 | Extension Agreement between the Company and Louis Pinkham,<br> dated March 15, 2026. |
| 10.2 | Transition Agreement and General Release of Claims between<br> the Company and Louis Pinkham, dated October 27, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 31, 2025). |
| 99.1 | Press release, dated March 16, 2026. |
| 104.1 | Cover Page Interactive Data File (the Cover Page Interactive Data File is 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: March 16, 2026 | By: | /s/ Molly Johnson | |
| Name: | Molly Johnson | ||
| Title: | Vice President, Associate General Counsel & Assistant Secretary |
Exhibit 10.1
March 15, 2026
Louis V. Pinkham
Chief Executive Officer
Regal Rexnord Corporation
c/o last address on file
Dear Louis:
Reference is made to the Transition Agreement and General Release of Claims, dated as of October 27, 2025 (the “Transition Agreement”), between you and Regal Rexnord Corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transition Agreement. This letter serves as an addendum to modify the terms of the Transition Agreement, as described in Section IV.K. thereof.
The Transition Agreement is hereby amended to provide that the Termination Date (and your employment) is extended from March 31, 2026 until June 30, 2026 (or such earlier date as mutually agreed between you and the Company in another addendum), and that the Transition Date shall be no later than June 30, 2026. In connection with your continued service, for each of the three months ending on the extended Termination Date, you will receive (1) continued payment of your base salary for the period you remain employed and (2) a cash payment equal to $770,833.33 (representing one-twelfth of your annual target bonus and long-term incentive target amount) for each month of the extended transition period (maximum payments of $2,312,500), pro-rated for partial months of employment in the event of a Termination Date prior to June 30, 2026, and payable no later than the second payroll date following the end of the applicable calendar month. Payments described in this paragraph shall not reduce or offset the payments due to you under Section I.B. of the Transition Agreement, which shall continue to be due and payable as of the Termination Date in accordance with, and subject to the terms of, the Transition Agreement and Regal Rexnord Corporation Executive Severance Policy.
Except as amended in the above paragraph, the terms of the Transition Agreement shall remain in full force and effect. This letter may be executed in counterparts, and signatures delivered electronically shall be deemed to be an executed original thereof.
We thank you for your continued service to Regal Rexnord.
| REGAL REXNORD CORPORATION, | ||
|---|---|---|
| By: | /s/ Hugo Dubovoy, Jr. | |
| Name: | Hugo Dubovoy, Jr. | |
| Title: | EVP, General Counsel and<br><br> <br>Corporate Secretary | |
| Accepted and agreed: | ||
| --- | ||
| /s/ Louis V. Pinkham | ||
| Louis V. Pinkham |
Exhibit 99.1
Regal Rexnord Provides Update on CEO Succession Process
MILWAUKEE, March 16, 2026 /PRNewswire/ - Regal Rexnord Corporation (NYSE: RRX) (the “Company”) today provided an update on the Chief Executive Officer succession process first announced on October 29, 2025.
As previously disclosed, the Board of Directors is conducting a comprehensive search to identify a successor to current Chief Executive Officer, Louis Pinkham. The Board’s CEO Search Committee, comprised of independent directors and assisted by a leading executive search firm, has identified several highly qualified candidates and continues to make strong progress.
To provide sufficient time and flexibility to complete the process and ensure an orderly transition, the Board and Mr. Pinkham have agreed that Mr. Pinkham will extend his service as Chief Executive Officer through June 30, 2026, or an earlier mutually agreed date if a successor is appointed prior to that time.
“The CEO succession process is progressing well, and we are encouraged by the depth and quality of candidates under consideration,” said Rakesh Sachdev, Chairman of the Board. “Extending Louis’s tenure provides the Board with appropriate flexibility to complete a thorough search and appoint the best possible leader for Regal Rexnord, while ensuring continuity for our customers, associates, and shareholders.”
“It remains an honor to serve as Chief Executive Officer of Regal Rexnord,” said Mr. Pinkham. “At the request of the Board, I have agreed to extend my service to continue supporting a smooth and successful transition, which has always been my highest priority. In the meantime, our team remains intensely focused on execution, energized by our growth strategies, and committed to delivering another solid year.”
The Company will continue to provide updates, as appropriate.
About Regal Rexnord
Regal Rexnord's 30,000 associates around the world help create a better tomorrow by providing sustainable solutions that power, transmit and control motion. The Company's electric motors and air moving subsystems provide the power to create motion. A portfolio of highly engineered power transmission components and subsystems efficiently transmits motion to power industrial applications. The Company's automation offering, comprised of controllers, drives, precision motors, and actuators, controls motion in applications ranging from factory automation to precision tools used in surgical applications.
The Company’s end markets benefit from meaningful secular demand tailwinds, and include discrete automation, food & beverage, aerospace, medical, data center, energy, residential and commercial buildings, general industrial, and metals and mining.
Regal Rexnord is comprised of three operating segments: Automation & Motion Control, Industrial Powertrain Solutions, and Power Efficiency Solutions. Regal Rexnord is headquartered in Milwaukee, Wisconsin and has manufacturing, sales and service facilities worldwide. For more information, including a copy of our Sustainability Report, visit RegalRexnord.com.
Forward Looking Statements
All statements in this communication, other than those relating to historical facts, are “forward-looking statements.” Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “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, including but not limited to risks related to the Company’s ability to identify and attract a qualified candidate to serve as the Company’s next CEO and other factors that can be found in our filings with the Securities and Exchange Commission, 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 communication 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.