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: October 30, 2025 (Date of earliest event reported: October 28, 2025)
RBC BEARINGS INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-40840 | 95-4372080 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
One Tribology Center
Oxford, CT 06478
(Address of principal executive offices) (Zip Code)
(203) 267-7001
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2.):
| ☐ | 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 Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.01 per share | RBC | 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 1.01 Entry into a Material Definitive Agreement.
On October 28, 2025, RBC Bearings Incorporated (the “Company”) and its subsidiary, Roller Bearing Company of America, Inc. (“RBCA”), entered into that certain Second Amendment to Credit Agreement with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (the “Second Amendment”). The Second Amendment amends that certain Credit Agreement, dated as of November 1, 2021 and amended as of December 5, 2022, by and among the Company, RBCA, the Agent, the lending institutions party thereto and the other agents and entities party thereto (as amended, the “Credit Agreement”) governing the Company’s $500,000,000 revolving credit facility (the “Revolving Credit Facility”) and $1,300,000,000 term loan facility (the “Term Loan”).
The Company entered into the Second Amendment in order to, among other things, (i) extend the expiration date of the Revolving Credit Facility from November 2, 2026 to October 28, 2030, and (ii) remove the consolidated interest coverage ratio covenant. Except as amended by the Second Amendment, all the preexisting terms of the Credit Agreement remain in full force and effect, including that the Term Loan will mature and be repayable in full on November 2, 2026.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the full text of the Second Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference herein.
Section 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment, dated as of October 28, 2025, to Credit Agreement, dated as of December 5, 2022, by and among Roller Bearing Company of America, Inc., RBC Bearings Incorporated, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: October 30, 2025
|
| RBC BEARINGS INCORPORATED | ||
| By: | /s/ John J. Feeney | ||
| Name: | John J. Feeney | ||
| Title: | Vice President, General Counsel and Secretary | ||
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