UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-40840

RBC BEARINGS INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware		95-4372080
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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)

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		The New York Stock Exchange

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 the registrant 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, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 24, 2025, RBC Bearings Incorporated had 31,611,442 shares of Common Stock outstanding.

TABLE OF CONTENTS

Part I -	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

Part II -	OTHER INFORMATION	37

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

Part I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

RBC Bearings Incorporated

Consolidated Balance Sheets

(dollars in millions, except per share data)

	September 27, 2025			March 29, 2025
ASSETS	(Unaudited)
Current assets:
Cash	$	91.2		$	36.8
Accounts receivable, net of allowance for credit losses of $5.5 at September 27, 2025 and $5.4 at March 29, 2025		279.2			307.6
Inventory		768.7			654.5
Prepaid expenses and other current assets		54.2			28.4
Total current assets		1,193.3			1,027.3
Property, plant and equipment, net		407.6			359.0
Operating lease assets		57.2			58.6
Goodwill		1,985.2			1,872.2
Intangible assets, net		1,414.3			1,325.1
Other noncurrent assets		53.2			43.0
Total assets	$	5,110.8		$	4,685.2

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	144.1		$	138.4
Accrued expenses and other current liabilities		220.1			166.0
Current operating lease liabilities		9.1			9.2
Current portion of long-term debt		1.8			1.7
Total current liabilities		375.1			315.3
Long-term debt, less current portion		1,069.3			918.4
Noncurrent operating lease liabilities		48.8			50.3
Deferred income taxes		266.2			257.8
Other noncurrent liabilities		164.2			112.0
Total liabilities		1,923.6			1,653.8

Stockholders’ equity:
Preferred stock, $.01 par value; authorized shares: 10,000,000 at September 27, 2025 and March 29, 2025, respectively; issued shares: 0 at September 27, 2025 and March 29, 2025, respectively		—			—
Common stock, $.01 par value; authorized shares: 60,000,000 at September 27, 2025 and March 29, 2025, respectively; issued shares: 32,693,506 and 32,522,189 at September 27, 2025 and March 29, 2025, respectively		0.3			0.3
Additional paid-in capital		1,715.8			1,682.5
Accumulated other comprehensive income/(loss)		5.3			(1.4	)
Retained earnings		1,579.1			1,450.6
Treasury stock, at cost; 1,081,252 shares and 1,046,569 shares at September 27, 2025 and March 29, 2025, respectively		(113.3	)		(100.6	)
Total stockholders’ equity		3,187.2			3,031.4
Total liabilities and stockholders’ equity	$	5,110.8		$	4,685.2

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Operations

(dollars in millions, except per share data)

(Unaudited)

	Three Months Ended				Six Months Ended
	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Net sales	$	455.3	$	397.9	$	891.3	$	804.2
Cost of sales		254.7		224.1		495.5		446.4
Gross margin		200.6		173.8		395.8		357.8
Operating expenses:
Selling, general and administrative		77.4		69.5		151.3		137.1
Other, net		25.4		18.2		45.6		37.1
Total operating expenses		102.8		87.7		196.9		174.2
Operating income		97.8		86.1		198.9		183.6
Interest expense, net		13.4		15.6		25.6		32.8
Other non-operating expense		1.0		1.1		2.2		1.5
Income before income taxes		83.4		69.4		171.1		149.3
Provision for income taxes		23.4		15.2		42.6		33.7
Net income		60.0		54.2		128.5		115.6
Preferred stock dividends		—		5.7		—		11.4
Net income attributable to common stockholders	$	60.0	$	48.5	$	128.5	$	104.2

Net income per common share attributable to common stockholders:
Basic	$	1.90	$	1.67	$	4.09	$	3.58
Diluted	$	1.90	$	1.65	$	4.07	$	3.55
Weighted average common shares:
Basic		31,493,205		29,124,564		31,434,032		29,089,692
Diluted		31,615,328		29,336,466		31,585,721		29,316,493

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Comprehensive Income/(Loss)

(dollars in millions)

(Unaudited)

	Three Months Ended						Six Months Ended
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Net income	$	60.0		$	54.2		$	128.5		$	115.6
Pension and postretirement liability adjustments, net of taxes ⁽¹⁾		0.4			0.6			0.7			0.6
Change in fair value of Interest Rate Swap ⁽²⁾		0.0			(1.8	)		0.1			(1.9	)
Change in fair value of Cross Currency Swap ⁽³⁾		0.0			(2.1	)		(6.2	)		(2.1	)
Foreign currency translation adjustments		(1.4	)		6.6			12.1			5.6
Total comprehensive income	$	59.0		$	57.5		$	135.2		$	117.8

⁽¹⁾	These adjustments were net of tax expense of $0.1 and $0.1 for the three-month periods ended September 27, 2025 and September 28, 2024, respectively and net of tax expense of $0.2 and $0.1 for the six-month periods ended September 27, 2025, and September 28, 2024, respectively.

⁽²⁾

These adjustments were net of tax expense of $0.0 and net of tax benefit of $0.5 for the three-month periods ended September 27, 2025 and September 28, 2024, respectively and net of tax expense of $0.0 and net of tax benefit of $0.5 for the six-month periods ended September 27, 2025, and September 28, 2024, respectively.

⁽³⁾	These adjustments was net of tax expense of $0.0 and net of tax benefit of $0.6 for the three-month periods ended September 27, 2025 and September 28, 2024, respectively and net of tax benefit of $1.8 and $0.6 for the six-month periods ended September 27, 2025, and September 28, 2024, respectively.

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Stockholders’ Equity

(dollars in millions)

(Unaudited)

	Common Stock					Preferred Stock				Additional Paid-in		Accumulated Other Comprehensive			Retained		Treasury Stock						Total Stockholders’
	Shares			Amount		Shares		Amount		Capital		Income/(Loss)			Earnings		Shares			Amount			Equity
Balance at March 29, 2025		32,522,189		$	0.3		—		—	$	1,682.5	$	(1.4	)	$	1,450.6		(1,046,569	)	$	(100.6	)	$	3,031.4
Net income		—			—		—		—		—		—			68.5		—			—			68.5
Stock-based compensation		—			—		—		—		4.4		—			—		—			—			4.4
Tax withholding for common stock issued under equity incentive plans		—			—		—		—		—		—			—		(33,281	)		(12.1	)		(12.1	)
Exercise of equity awards		73,642			0.0		—		—		11.5		—			—		—			—			11.5
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1		—			—		—		—		—		0.3			—		—			—			0.3
Issuance of restricted stock, net of forfeitures		13,867			—		—		—		—		—			—		—			—			—
Change in fair value of Interest Rate Swap, net of tax expense of $0.0		—			—		—		—		—		0.1			—		—			—			0.1
Change in fair value of Cross Currency Swap, net of tax benefit of $1.8		—			—		—		—		—		(6.2	)		—		—			—			(6.2	)
Issuance of awards previously classified as liability awards		33,339			—		—		—		5.0		—			—		—			—			5.0
Currency translation adjustments		—			—		—		—		—		13.5			—		—			—			13.5
Balance at June 28, 2025		32,643,037		$	0.3		—		—	$	1,703.4	$	6.3		$	1,519.1		(1,079,850	)	$	(112.7	)	$	3,116.4
Net income		—			—		—		—		—		—			60.0		—			—			60.0
Stock-based compensation		—			—		—		—		3.6		—			—		—			—			3.6
Tax withholding for common stock issued under equity incentive plans		—			—		—		—		—		—			—		(1,402	)		(0.6	)		(0.6	)
Exercise of equity awards		50,475			0.0		—		—		8.8		—			—		—			—			8.8
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1		—			—		—		—		—		0.4			—		—			—			0.4
Issuance of restricted stock, net of forfeitures		(6	)		—		—		—		—		—			—		—			—			—
Change in fair value of Interest Rate Swap, net of tax expense of $0.0		—			—		—		—		—		0.0			—		—			—			0.0
Change in fair value of Cross Currency Swap, net of tax expense of $0.0		—			—		—		—		—		0.0			—		—			—			0.0
Currency translation adjustments		—			—		—		—		—		(1.4	)		—		—			—			(1.4	)
Balance at September 27, 2025		32,693,506		$	0.3		—		—	$	1,715.8	$	5.3		$	1,579.1		(1,081,252	)	$	(113.3	)	$	3,187.2

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Stockholders’ Equity

(dollars in millions)

(Unaudited)

	Common Stock				Preferred Stock				Additional Paid-in		Accumulated Other Comprehensive			Retained			Treasury Stock						Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Income/(Loss)			Earnings			Shares			Amount			Equity
Balance at March 30, 2024		30,227,444	$	0.3		4,600,000	$	0.0	$	1,625.2	$	0.7		$	1,216.8			(1,015,053	)	$	(91.1	)	$	2,751.9
Net income		—		—		—		—		—		—			61.4			—			—			61.4
Stock-based compensation		—		—		—		—		4.2		—			—			—			—			4.2
Preferred stock dividends		—		—		—		—		—		—			(5.7	)		—			—			(5.7	)
Tax withholding for common stock issued under equity incentive plans		—		—		—		—		—		—			—			(27,208	)		(8.0	)		(8.0	)
Exercise of equity awards		8,642		0.0		—		—		1.2		—			—			—			—			1.2
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.0		—		—		—		—		—		0.0			—			—			—			0.0
Issuance of restricted stock, net of forfeitures		27,399		—		—		—		—		—			—			—			—			—
Change in fair value of Interest Rate Swap, net of tax benefit of $0.0		—		—		—		—		—		(0.1	)		—			—			—			(0.1	)
Currency translation adjustments		—		—		—		—		—		(1.0

SEC Form 10-Q filed by RBC Bearings Incorporated