TKR Form 3 — Chief Accounting Officer Discloses Equity and RSU Grants

Rhea-AI Filing Summary

Megan Renee Lanzarotta filed an initial Form 3 reporting direct ownership of 1,560 shares of Timken Company (TKR) common stock and beneficial ownership of 2,761 restricted share units (RSUs) that convert to common stock on specified vesting dates between 02/10/2026 and 12/31/2029. The RSUs include performance-based awards vesting through 12/31/2027 and time-based tranches that vest 25% per year from their grant dates.

Positive

• Officer holds equity in the company (1,560 shares), aligning interests with shareholders
• Significant RSU awards (2,761 units) include performance-based and time-based vesting, promoting retention and performance alignment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine officer disclosure showing equity alignment via time- and performance-based RSUs.

The filing is a standard initial Section 16 report for an executive officer, documenting direct share ownership of 1,560 shares and 2,761 RSUs scheduled to vest over multiple years. The mix of performance-based and time-based RSUs aligns management incentives with multi-year performance objectives and retention goals. There are no derivative exercises, dispositions, loans, or pledges disclosed.

Securities Analyst

TL;DR: Non-material ownership disclosure; no immediate market-moving items reported.

This Form 3 records ownership and future equity compensation for a Chief Accounting Officer. The aggregate holdings (direct shares plus RSUs) total 4,321 common-equivalent units, but the report does not indicate transfers, sales, or other transactions that would affect share count. For investors, this is a routine transparency filing rather than an indicator of near-term dilution or material change in control.

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^*

Lanzarotta Megan Renee

(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)
	Chief Accounting 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	1,560	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
Restricted Share Unit	(1)	12/31/2025	Common Stock	260	$0	D
Restricted Share Unit	(2)	12/31/2026	Common Stock	550	$0	D
Restricted Share Unit	(3)	12/31/2027	Common Stock	920	$0	D
Restricted Share Unit	02/10/2023(4)	02/10/2026	Common Stock	53	$0	D
Restricted Share Unit	02/09/2024(5)	02/09/2027	Common Stock	90	$0	D
Restricted Share Unit	02/08/2025(6)	02/08/2028	Common Stock	278	$0	D
Restricted Share Unit	02/13/2026(7)	02/13/2029	Common Stock	610	$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 09, 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/ Megan Renee Lanzarotta	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 Megan Renee Lanzarotta report on Form 3 for TKR?

The report discloses direct ownership of 1,560 Timken (TKR) common shares and 2,761 restricted share units with specified vesting dates.

How many restricted share units (RSUs) does the filing list?

The filing lists a total of 2,761 RSUs across multiple grants with vesting dates from 02/10/2026 to 12/31/2029.

Are any of the RSUs performance-based?

Yes. The filing identifies performance-based RSUs tied to performance periods ending 12/31/2025, 12/31/2026, and 12/31/2027.

Does the Form 3 report any sales, options, or pledges?

No. The Form 3 reports only direct shares and RSUs; it does not disclose sales, option exercises, or pledges.

When was the event requiring this statement dated?

The date of the event requiring the statement is 08/14/2025 and the form is signed 08/25/2025.