Timken (TKR) director James F. Palmer to retire, Audit chair role shifting

Rhea-AI Filing Summary

The Timken Company reported that director James F. Palmer will retire from its board effective March 31, 2026. Palmer currently serves as Chair of the Audit Committee and is also a member of the Compensation Committee.

The company stated that his retirement is a mutual decision and is not the result of any financial or accounting issue or any disagreement with the board or the company on such matters. The transition supports the planned appointment of Sarah C. Lauber as the new Audit Committee chair.

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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 (Date of earliest event reported): February 13, 2026

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 1-1169

Ohio									34-0577130
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
4500 Mount Pleasant Street NW
North Canton			Ohio						44720-5450
(Address of principal executive offices)									(Zip Code)

234.262.3000

(Registrant’s telephone number, including area code)

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.

☐ 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 Securities Exchange Act of 1934:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, without par value

TKR

The 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2026, James F. Palmer and The Timken Company (the “Company”) mutually agreed that he would retire effective as of March 31, 2026 to support the planned transition of the Audit Committee chair role to Sarah C. Lauber. Mr. Palmer currently serves as the Chair of the Audit Committee and a member of the Compensation Committee.

Mr. Palmer’s retirement was not a result of any financial or accounting issue or disagreement with the board of directors or Company on any such matter. We thank Mr. Palmer for his significant contributions to the Company during his service on the board of directors.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE TIMKEN COMPANY
By:			/s/ Hansal N. Patel
			Hansal N. Patel
			Executive Vice President, General Counsel & Secretary
Date: February 13, 2026

FAQ

What board change did The Timken Company (TKR) disclose in this 8-K?

The Timken Company disclosed that director James F. Palmer will retire from its board effective March 31, 2026. He currently serves as Audit Committee Chair and a member of the Compensation Committee, and his retirement supports a planned leadership transition.

Why is James F. Palmer retiring from The Timken Company (TKR) board?

James F. Palmer and The Timken Company mutually agreed that he would retire effective March 31, 2026. The company explicitly states his retirement is not due to any financial or accounting issue or disagreement with the board or the company on such matters.

When will James F. Palmer’s retirement from The Timken Company (TKR) be effective?

James F. Palmer’s retirement from The Timken Company board will be effective on March 31, 2026. The mutual decision was reached on February 13, 2026, allowing time to support the planned transition of the Audit Committee chair role.

Who will take over the Audit Committee chair role at The Timken Company (TKR)?

The filing states that James F. Palmer’s retirement is intended to support the planned transition of the Audit Committee chair role to Sarah C. Lauber. This indicates she is expected to assume leadership of the Audit Committee following his retirement.

Did The Timken Company (TKR) report any financial or accounting issues related to this director retirement?

No. The Timken Company specifically notes that James F. Palmer’s retirement was not the result of any financial or accounting issue or any disagreement with the board of directors or the company regarding such matters, indicating a routine governance transition.

What board committees did James F. Palmer serve on at The Timken Company (TKR)?

James F. Palmer served as Chair of the Audit Committee and as a member of the Compensation Committee at The Timken Company. His planned retirement on March 31, 2026 will open both roles for reallocation among the remaining or new directors.

Filing Exhibits & Attachments

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