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 217, 2024 (Date of earliest event reported: October 115, 2024)

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-40840

95-4372080

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

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. below):

☐	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

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
5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share	RBCP	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. ☐

Section 58 – ~~Corporate~~Other ~~Governance and Management~~Events

Item 58.0201 –Other ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On October 115, 2024, each then-outstanding share of the ~~Board~~5.00% ofSeries ~~Directors~~A Mandatory Convertible Preferred Stock (the “Preferred Stock”) of RBC Bearings Incorporated (the “Company”) convert ~~elected~~into ~~Frederick J~~0.4413 ~~Elmy~~shares ~~a director~~ of the Company’s ~~to fill~~common astock ~~vacancy~~(the “Common Stock”). The conversion rate was based on a value for the ~~Board,~~Common asStock aequal ~~result~~to the lower of ~~which~~(i) the ~~Company~~average ~~now~~of ~~has~~the ~~nine~~daily ~~directors.~~VWAPs Hein isthe a20-trading-day ~~Class~~period ~~III~~through ~~director~~October ~~and~~14, ~~will~~2024 ~~serve until~~(the daily VWAP is the ~~Company’s~~per ~~annual~~share ~~meeting~~volume-weighted ofaverage ~~stockholders~~price inof ~~2025.~~the HeCommon ~~will~~Stock ~~receive~~on the ~~standard~~New ~~compensation~~York ~~paid~~Stock byExchange ~~the~~for ~~Company~~a togiven ~~its~~trading ~~independent~~day as ~~directors,~~reported ~~consisting~~by ofBloomberg) or (iii) $~~50,000~~226.63. ofBecause ~~annual~~the ~~cash~~VWAP ~~compensation,~~average ~~paid~~for ~~quarterly,~~the ~~and~~20 ~~(ii)~~trading andays ~~annual~~through ~~grant~~October of14 ~~stock~~was ~~options~~$292.55, ~~and~~the $226.63 Common ~~restricted~~Stock ~~stock~~value atwas ~~the~~utilized ~~discretion~~to ofproduce the ~~Compensation~~conversion ~~Committee~~rate ~~and~~of ~~upon~~0.4413 ~~approval~~shares of ~~the~~Common ~~Board.~~Stock ~~Mr.~~for ~~Elmy is~~each ~~joining~~share ~~the~~of ~~Company’s~~Preferred ~~Audit~~Stock. ~~Committee,~~This ~~and~~is known as the ~~Board~~“Minimum ~~has~~Conversion ~~determined~~Rate” ~~that~~in hethe isCertificate anof ~~“audit~~Designations ~~committee~~defining ~~financial~~the ~~expert” for~~terms ~~purposes~~ of the ~~SEC’s~~Preferred ~~regulations~~Stock.

~~Section~~The 9dividend –on ~~Financial~~the ~~Statements~~Preferred Stock that accrued through the conversion date was paid on the conversion date to holders of record on October 1, 2024 and ~~Exhibits~~therefore was not factored into the conversion rate.

The Company issued 2,029,955 shares of Common Stock upon the conversion of the Preferred Stock.

Because the Preferred Stock is no longer outstanding, the Company will not pay dividends on the Preferred Stock in the future. This will amount to a cash savings of $23.0 million per year.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of RBC Bearings Incorporated dated October 1, 2024.
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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 217, 2024

	RBC BEARINGS INCORPORATED

	By:	/s/ John J. Feeney
		John J. Feeney
		Vice President, General Counsel and Secretary

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