Every 8-K that The Timken Company (TKR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TKR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TKR filings page.
The Timken Company reported second-quarter 2026 results with net sales of $1.26 billion, up 7.5% from a year earlier, driven by higher volumes in both segments, pricing, the Bijur Delimon acquisition and favorable currency. Organic sales rose 4.4%.
GAAP profitability declined as net income attributable to Timken was $28.9 million, or $0.41 diluted EPS, and net income margin narrowed to 2.3%, reflecting an impairment, restructuring and reorganization charge of $94.4 million related to the anticipated divestiture and plant closure in the belts business. Excluding special items, adjusted net income increased to $128.4 million, or $1.83 adjusted EPS, with adjusted EBITDA of $247.2 million and a 19.6% margin.
Engineered Bearings sales were $807.0 million and Industrial Motion sales were $453.9 million, both higher year over year, with segment adjusted EBITDA margins of 20.0% and 23.3%, respectively. Timken generated $80.5 million of free cash flow, returned $45.0 million to shareholders and ended the quarter with net debt to adjusted EBITDA of 2.0x. The company raised its 2026 outlook, now forecasting GAAP EPS of $3.75–$4.05, adjusted EPS of $6.05–$6.35, and expects revenue to be up about 5.5% from 2025 at the midpoint.
The Timken Company’s board appointed Stephen P. Ribaudo as Executive Vice President and Chief Operating Officer, effective September 1, 2026. Ribaudo, 41, joins from Carrier Global Corporation, where he held senior leadership roles in Commercial HVAC Americas and global operations, and previously served at Collins Aerospace.
His compensation includes a $670,000 base salary, an annual bonus targeted at 80% of salary starting in 2026, and long-term equity incentives with a first-year target of at least $1,794,000, plus a $250,000 cash sign-on bonus and a $1,000,000 make-whole RSU award. A Severance Agreement provides one times salary plus target bonus for qualifying terminations before a change in control, and two times after a change in control, along with continued benefits. Upon his start, Timothy A. Graham will become Executive Vice President and Chief Commercial Officer, leading enterprise-wide commercial strategy and sales execution.
The Timken Company entered into a Sixth Amended and Restated Credit Agreement providing a $1.2 billion unsecured revolving credit facility. The new facility replaces the company’s December 5, 2022 revolving credit agreement and can be used for general corporate purposes, including working capital, capital spending, acquisitions, and refinancing debt.
The revolving credit facility matures on July 2, 2031. Interest and facility fees are based on Timken’s debt ratings. The agreement includes customary covenants, such as consolidated net leverage and interest coverage ratios, and standard events of default that allow lenders to accelerate amounts due if triggered.
The Timken Company reported several corporate governance developments. The company entered into a letter agreement with Executive Vice President, General Counsel and Corporate Development Hansal N. Patel on May 8, 2026, providing special treatment of certain existing and future short-term and long-term incentive compensation awards to support his continued employment through at least June 30, 2028.
At the 2026 Annual Meeting, shareholders elected twelve directors for one-year terms, including CEO Lucian Boldea and others, with vote totals generally above 55 million shares in favor. Shareholders also approved, on an advisory basis, the compensation of named executive officers as disclosed in the 2026 Proxy Statement, with 44,837,026 shares voting for and 15,272,988 against.
Shareholders ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 61,717,389 votes for and 1,977,231 against. A shareholder proposal to give owners of 10% of outstanding common stock the power to call a special shareholder meeting was not approved, receiving 24,930,334 votes for and 35,358,915 against.
The Timken Company delivered a strong first quarter of 2026 with higher sales, profits and margins and raised its full-year outlook. Net sales reached $1.23 billion, up 8% from a year ago, driven by higher pricing, favorable currency and growth in the Industrial Motion segment.
Net income attributable to Timken was $98.2 million, or $1.40 diluted EPS, compared with $78.3 million, or $1.11, last year. Adjusted diluted EPS rose to $1.67 from $1.40, and adjusted EBITDA margin improved to 18.8% from 18.2%.
Engineered Bearings sales grew 6% to $806.2 million, while Industrial Motion sales rose 12% to $425.1 million with margin expanding to 21.5%. Timken generated $39.3 million of operating cash flow, returned $53.3 million to shareholders, completed the Bijur Delimon acquisition and ended with net debt to adjusted EBITDA of 2.1x. Full-year 2026 diluted EPS is now forecast at $4.70–$5.20, with adjusted EPS of $5.75–$6.25 and revenue planned to grow about 5% from 2025.
The Timken Company announced that Andreas Roellgen ceased serving as Executive Vice President and President of Engineered Bearings effective at the close of business on April 16, 2026. The company expressed appreciation for his years of service in that officer role.
Because Mr. Roellgen is domiciled in Europe, his employment transition is subject to local legal requirements and process, and an amended or further report will be filed to reflect any additional terms. Timothy A. Graham will provide interim officer leadership for the Engineered Bearings business segment while an external search is underway for a permanent successor.
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.
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.
The Timken Company filed a Form 8-K to furnish a press release announcing its results for the fourth quarter and full year of 2025. The company issued this press release on February 4, 2026 and attached it as Exhibit 99.1. On the same day, Timken plans to host a conference call and post related materials on its website, giving investors additional access to management’s discussion of the results. The company specifies that this information is being furnished, not filed, which limits how it is treated under securities law.
The Timken Company furnished an update on operations by announcing it issued a press release with results for the third quarter of 2025. The press release is provided as Exhibit 99.1. The company also scheduled a conference call and posted related materials to its website on October 29, 2025. The information is furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference except as specifically stated in future filings.
The Timken Company appointed Lucian Boldea as President and Chief Executive Officer effective September 1, 2025. He joins from Honeywell, where he led Industrial Automation since January 2024, and previously held senior roles at Honeywell and Eastman Chemical Company.
Boldea’s CEO package includes a base salary of $1,100,000, an annual bonus target of 125% of base salary, and beginning in 2026 a long-term equity incentive target with a first-year grant date value of at least $6,037,500. Sign-on compensation includes $1,500,000 in cash, RSUs with a target value of approximately $6,037,500 split between performance- and time-based vesting, and a special RSU grant valued at $7,000,000 that vests over three years.
Richard G. Kyle will retire as interim CEO, serve as Advisor to the CEO through November 14, 2025, and remain on the Board, later receiving non-employee director compensation. The Board will expand from twelve to thirteen directors, with Boldea joining as a director without additional pay while serving as CEO. A severance agreement will provide two times salary and incentive pay upon certain terminations, or three times after a change in control, along with continued benefits and a prorated bonus.
The Timken Company reported that its Board appointed Michael A. Discenza as Vice President and Chief Financial Officer effective August 14, 2025, succeeding Philip D. Fracassa, who will remain with the company until September 5, 2025. The company stated that Mr. Fracassa is leaving to pursue another opportunity and that his departure is not related to any financial or accounting issue or disagreement with the Board or the company.
Mr. Discenza has more than 25 years of finance and accounting experience at Timken and most recently served as Vice President – Finance & Group Controller. His CFO compensation includes a base salary of $500,000 per year, eligibility for an annual short-term incentive with a target of 70% of base salary, and beginning in 2026, participation in the long-term equity incentive program with a first-year target grant date value of about $1.1 million. He will also receive standard executive benefits, a severance agreement providing one times salary and incentive pay for certain terminations before a change in control and one and a half times after a change in control, and he is subject to the company’s standard confidentiality, non-competition, non-solicitation, and indemnification agreements.