RRX

• Adjusted EBITDA was $366.6 million, up 11.2% versus prior year, including a $32.0 million IEEPA tariff refund benefit.
• Adjusted diluted EPS was $2.99, up 20.6% versus prior year, including a $0.39 IEEPA tariff refund benefit.
• 2026 GAAP EPS guidance narrowed to $5.42-$5.92; adjusted EPS guidance narrowed to $10.35-$10.85, midpoint unchanged at $10.60.
• Net debt to adjusted EBITDA (including synergies) was 3.06x at quarter end; expected below 3.0x in second half of 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Mark Klossner appointed Executive Vice President & President, Industrial Powertrain Solutions, effective June 1, 2026.
• Klossner joined Regal Rexnord via the Altra Industrial Motion acquisition in March 2023 and most recently served as Group President of Couplings and Gearing Divisions.
• Morton will continue to receive his regular base salary and participate in benefit plans until his retirement date.
• Morton has served as EVP & President, IPS since 2023 and has an 11-year tenure with Regal Rexnord.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• GAAP net income was $64.3 million, up 11.8% versus prior year; diluted EPS was $0.96, up 11.6%.
• Adjusted EBITDA was $304.4 million versus $309.5 million in the prior year; adjusted diluted EPS was $2.17, up 0.9%.
• Enterprise daily orders rose 8.5% versus prior year; backlog up 6.7% sequentially; AMC orders up over 34%.
• Company reaffirmed 2026 adjusted earnings per share guidance and announced Aamir Paul as next CEO.
• Segment sales: AMC $457.1M (+15.3%), IPS $648.2M (+5.8%), PES $373.8M (-8.6%).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All eleven director nominees were elected, with votes ranging from 56,878,394 for Rakesh Sachdev to 62,374,008 for Michael P. Doss.
• The advisory say-on-pay proposal passed with 58,264,238 votes for, 4,181,037 against, and 33,447 abstentions.
• The ratification of Deloitte & Touche LLP as independent auditor for 2026 passed with 59,430,117 votes for, 4,275,254 against, and 21,405 abstentions.
• The report was filed under Item 5.07 to disclose the final voting results of the shareholder meeting.

5.07 Submission of Matters to a Vote of Security Holders

• Aamir Paul will become CEO of Regal Rexnord effective no later than July 1, 2026, after concluding his responsibilities at Schneider Electric SE.
• Louis Pinkham will cease as CEO and director effective June 30, 2026, or an earlier mutually agreed date.
• Paul's compensation includes a $1.2 million base salary, 130% target bonus, $7.25 million LTI target for 2026, a $575,000 sign-on cash award, and $8.2 million in restricted stock units.
• The company issued a press release on April 22, 2026, announcing the transition.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP net income for Q4 was $63.8 million, up 51.9% versus prior year; adjusted EBITDA was $328.5 million, up 3.4%.
• Diluted EPS was $0.95, up 53.2%; adjusted diluted EPS was $2.51, up 7.3%.
• Full-year 2025 sales were $5,934.5 million, down 1.6% (up 0.8% organic); GAAP net income was $280.8 million, up 41.5%.
• Company introduced 2026 guidance: GAAP diluted EPS of $5.29-$6.09 and adjusted diluted EPS of $10.20-$11.00.
• Secured data center E-Pod orders worth approximately $735 million, with initial shipments expected in early 2027.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The facilities include an $850 million unsecured delayed draw term loan maturing February 21, 2029, and a $1.5 billion unsecured revolving credit line maturing November 21, 2030.
• Proceeds will refinance the existing credit agreement, pay fees and expenses, fund working capital and capital expenditures, and refinance the 6.050% Senior Notes due 2026.
• The agreement includes financial covenants: a maximum Funded Debt to EBITDA ratio of 4.00:1.00 initially, decreasing to 3.75:1.00, with a possible increase to 4.25:1.00 after large acquisitions, and a minimum Interest Coverage Ratio of 3.00:1.00.
• The credit agreement replaces the Second Amended and Restated Credit Agreement dated March 28, 2022.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

• Pinkham will also resign from all officer and director positions, including Board membership, at that time.
• The Board has formed a search committee of four independent directors, assisted by a leading executive search firm.
• Pinkham's departure is treated as termination without cause under the Executive Severance Policy; he will receive compensation per that policy.
• If a successor is appointed before March 31, 2026, Pinkham will remain as an advisor through that date, receiving base salary and continued equity vesting.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits