Regal Rexnord Corp 2025年度报告

FORM 10-K Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 theregistrant 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 12months (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 acceleratedfiler,” “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 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒The aggregate market value of the voting stock held by non-affiliates of the registrant as of June30, 2025 was approximately $9.5 billion.On February18, 2026, the registrant had outstanding 66,499,582 shares of common stock, $0.01 par value, which is registrant's only class of common stock.DOCUMENTS INCORPORATED BY REFERENCECertain information contained in the Proxy Statement for the Annual Meeting of Shareholders to be held on April28, 2026 (the “2026 Proxy Statement”) is incorporated by reference into Part III hereof. PART IItem 1Business7Item 1ARisk Factors16Item 1BUnresolved Staff Comments29Item 1CCybersecurity29Item 2Properties32Item 3Legal Proceedings33Item 4Mine Safety Disclosures33 Item 10Directors, Executive Officers and Corporate Governance102Item 11Executive Compensation102Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102Item 13Certain Relationships and Related Transactions and Director Independence102Item 14Principal Accountant Fees and Services102 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 beidentified 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, risksand 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, and expected market or macroeconomic trends. Important factors that could cause actual results to differmaterially 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 IndustrialMotors 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 Controlbusiness 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;•de