Timken (NYSE: TKR) OKs 10M-share buyback plan through 2031

Rhea-AI Filing Summary

The Timken Company approved a new share repurchase plan that allows it to buy back up to ten million of its outstanding common shares. The 2026 Share Purchase Plan becomes effective on March 1, 2026 and will remain in place until February 28, 2031.

The company may repurchase shares over time through open market purchases, privately negotiated transactions, accelerated share repurchases, or Rule 10b5-1 plans. This new plan replaces Timken’s prior share purchase plan, which ends on February 28, 2026.

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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 8.01     Other Events.

On February 13, 2026, the Board of Directors (the “Board”) of The Timken Company (the “Company”) approved a new share purchase plan, effective as of March 1, 2026 (the “2026 Share Purchase Plan”), pursuant to which the Company may purchase up to ten million of its outstanding common shares, without par value (“Common Shares”). Under the 2026 Share Purchase Plan, the Company may, from time-to-time, purchase its Common Shares in open market purchases or privately negotiated transactions and may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The 2026 Share Purchase Plan expires on February 28, 2031 and replaces the prior share purchase plan that ends February 28, 2026.

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 17, 2026

FAQ

What did The Timken Company (TKR) announce in this 8-K filing?

The Timken Company approved a new share repurchase plan. The 2026 Share Purchase Plan authorizes the company to buy back up to ten million outstanding common shares, replacing a prior plan that expires on February 28, 2026 and extending potential repurchases through February 28, 2031.

How many shares can Timken (TKR) repurchase under the 2026 Share Purchase Plan?

Timken may repurchase up to ten million common shares. These are outstanding common shares without par value. The company can conduct these repurchases over time using various methods, subject to the plan’s effectiveness starting March 1, 2026 and its expiration on February 28, 2031.

When does Timken’s new 2026 Share Purchase Plan begin and end?

The 2026 Share Purchase Plan starts March 1, 2026. It remains effective until February 28, 2031. This timing creates a new five-year window for potential share repurchases and directly follows the company’s prior plan, which ends on February 28, 2026.

What methods can Timken (TKR) use to repurchase shares under the new plan?

Timken may use multiple transaction methods to repurchase shares. The plan permits open market purchases, privately negotiated transactions, accelerated share repurchases, and transactions executed under Rule 10b5-1 plans, giving the company flexibility in how and when it buys back common shares.

Does the 2026 Share Purchase Plan replace a prior Timken repurchase plan?

Yes, the new plan replaces Timken’s prior share purchase plan. The earlier plan is scheduled to end on February 28, 2026. The 2026 Share Purchase Plan takes effect March 1, 2026, ensuring continuity of authorized repurchase capacity through February 28, 2031.

Filing Exhibits & Attachments

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