Timken (TKR) Form 3: Officer Discenza Discloses Equity Awards Through 2029

Rhea-AI Filing Summary

Michael Anthony Discenza filed a Form 3 reporting initial beneficial ownership in The Timken Company (TKR). He directly owns 15,748 common shares and holds a mix of employee stock options and restricted share units that vest through 2029, including options for 7,900 underlying shares and RSUs totaling 9,263 scheduled across various vesting and performance periods.

Insights

Financial Analyst

TL;DR: Initial insider filing shows modest direct holdings plus meaningful equity incentives through options and RSUs.

The filing documents a standard initial disclosure for a named officer; direct ownership of 15,748 shares is supplemented by employee stock options exercisable through 2029 and time- and performance-based RSUs vesting through 2029. The holdings align compensation with long-term shareholder outcomes without revealing any material change to company control or outstanding capital structure.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for Section 16 purposes, showing both time- and performance-based equity awards.

The Form 3 properly reports direct ownership and lists exercise dates, expiration dates, and vesting schedules for options and restricted share units. The mix of performance and time-based awards is typical for executive compensation and provides transparency on the officer's potential future dilution and alignment with performance metrics.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Discenza Michael Anthony

(Last) (First) (Middle)

4500 MOUNT PLEASANT ST. NW

(Street)

NORTH CANTON OH 44720

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2025

3. Issuer Name and Ticker or Trading Symbol
TIMKEN CO [ TKR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,748	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	02/12/2019	02/12/2028	Common Stock	1,825	$44.65	D
Employee Stock Option (right to buy)	02/12/2020	02/12/2029	Common Stock	6,075	$42.6	D
Restricted Share Unit	(1)	12/31/2025	Common Stock	1,600	$0	D
Restricted Share Unit	(2)	12/31/2026	Common Stock	1,875	$0	D
Restricted Share Unit	(3)	12/31/2027	Common Stock	2,375	$0	D
Restricted Share Unit	02/10/2023(4)	02/10/2026	Common Stock	319	$0	D
Restricted Share Unit	02/09/2024(5)	02/09/2027	Common Stock	538	$0	D
Restricted Share Unit	02/08/2025(6)	02/08/2028	Common Stock	938	$0	D
Restricted Share Unit	02/13/2026(7)	02/13/2029	Common Stock	1,600	$0	D

Explanation of Responses:

1. Performance based restricted share units subject to certain performance criteria between January 1, 2023 and December 31, 2025.

2. Performance based restricted share units subject to certain performance criteria between January 1, 2024 and December 31, 2026.

3. Performance based restricted share units subject to certain performance criteria between January 1, 2025 and December 31, 2027.

4. Remaining restricted share units from February 10, 2022 grant of time based restricted share units that vest 25% per year.

5. Remaining restricted share units from February 9, 2023 grant of time based restricted share units that vest 25% per year.

6. Remaining restricted share units from February 8, 2024 grant of time based restricted share units that vest 25% per year.

7. Remaining restricted share units from February 13, 2025 grant of time based restricted share units that vest 25% per year.

Remarks:

	/s/ Michael Anthony Discenza	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Michael Anthony Discenza report on his Form 3 for TKR?

He reported 15,748 directly owned common shares and various employee stock options and restricted share units that vest or are exercisable through 2029.

How many shares are covered by reported employee stock options in the Form 3?

The filing lists options underlying 1,825 shares (2019 option) and 6,075 shares (2020 option), totaling 7,900 option shares.

What types of restricted share units (RSUs) did the Form 3 disclose for TKR?

The Form 3 discloses both performance-based RSUs tied to multi-year performance periods and time-based RSUs that vest in scheduled annual tranches.

Do the reported awards have expiration or vesting dates?

Yes; options show exercisable/expiration dates through 02/12/2028 and 02/12/2029, and RSUs have vesting dates scheduled through 02/13/2029.