Form 4: Regal Rexnord Exec Scarpelli Reports RSU Dividend Reinvestment

Regal Rexnord's SVP, Corporate Controller and CAO, Alexander P. Scarpelli, reported the acquisition of common stock through dividend equivalent reinvestment and detailed existing Stock Appreciation Rights.

Summary

• Alexander P. Scarpelli, SVP, Corporate Controller and Chief Accounting Officer of Regal Rexnord Corp (RRX), reported a transaction.
• On January 14, 2026, Scarpelli acquired 3.299 shares of Common Stock at a price of $155.29 per share.
• This acquisition represents additional restricted stock units credited under the dividend equivalent reinvestment provision of outstanding restricted stock unit awards due to a quarterly dividend payment.
• The newly acquired restricted stock units are subject to the same vesting terms and conditions as the original awards.
• Following this transaction, Scarpelli beneficially owns 3,293.401 shares of Common Stock directly.
• The filing also details existing Stock Appreciation Rights (SARs): 1,015 SARs with an exercise price of $154.2, granted on February 23, 2024, and expiring on February 23, 2033.
• Additionally, 1,193 SARs with an exercise price of $168.47, granted on February 23, 2025, and expiring on February 23, 2034, are reported.
• These SARs vest 34% on the first anniversary, 67% on the second anniversary, and 100% on the third anniversary of their respective grant dates.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: This is a routine Form 4 filing detailing an executive's acquisition of shares through dividend reinvestment and existing equity awards. It does not contain information that would significantly alter the company's financial outlook or operational status.

Positives

• The acquisition of additional restricted stock units through dividend reinvestment indicates a standard benefit for employees holding such awards, aligning their interests with shareholders.
• The existence of Stock Appreciation Rights (SARs) provides an incentive for the executive to contribute to the company's long-term stock price appreciation.

Future Outlook

The filing details future vesting schedules for Stock Appreciation Rights, indicating that these awards will become exercisable over a three-year period from their respective grant dates, aligning executive incentives with long-term company performance.

Management Comments

• Represents additional restricted stock units credited to the reporting person under the dividend equivalent reinvestment provision of the reporting person's outstanding restricted stock unit awards as a result of a quarterly dividend payment.
• The additional restricted stock units resulting from the dividend equivalent reinvestment are subject to the same terms and conditions, including vesting, as the outstanding restricted stock unit awards to which they are attributable.
• The Stock Appreciation Rights vest and become exercisable 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant.

Industry Context

This filing reflects a standard practice in executive compensation where restricted stock units (RSUs) include dividend equivalent reinvestment features, and Stock Appreciation Rights (SARs) are used as long-term incentives. These compensation structures are common across various industries to align executive interests with shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with dividend equivalent reinvestment is a common practice in executive compensation across publicly traded companies, similar to how companies like General Electric or Honeywell structure their equity awards to retain talent and align interests.
• Stock Appreciation Rights (SARs) are also a standard component of long-term incentive plans, often seen in technology and industrial sectors, providing executives with a cash or stock payment based on the appreciation of the company's stock price over a set period, akin to plans at Siemens or Rockwell Automation.
• The vesting schedule of 34% on the first anniversary, 67% on the second, and 100% on the third is a typical graded vesting schedule designed to encourage long-term retention and performance, comparable to vesting schedules observed in many S&P 500 companies.

Stakeholder Impact

• Shareholders: Minimal direct impact from this routine transaction. It reflects standard executive compensation practices.
• Employees: No direct impact on general employees.
• Management: The executive's equity holdings are slightly increased, further aligning their interests with company performance.

Next Steps

• The Stock Appreciation Rights granted on February 23, 2024, will vest 34% on February 23, 2025, 67% on February 23, 2026, and 100% on February 23, 2027.
• The Stock Appreciation Rights granted on February 23, 2025, will vest 34% on February 23, 2026, 67% on February 23, 2027, and 100% on February 23, 2028.

Key Dates

Keywords

Regal Rexnord, RRX, Form 4, SEC filing, Insider transaction, Alexander P Scarpelli, Restricted Stock Units, RSU, Dividend reinvestment, Stock Appreciation Rights, SARs, Executive compensation, Corporate Controller, Chief Accounting Officer, Equity compensation, Rule 10b5-1