TKR Insider Filing: Lucian Boldea Receives Time- and Performance-Based RSUs

Rhea-AI Filing Summary

Lucian Boldea, President and CEO and a director of The Timken Company (TKR), reported equity awards on 09/01/2025. The Form 4 discloses three restricted share unit (RSU) grants: 91,775 time-based RSUs that vest 33% on 09/01/2026, 33% on 09/01/2027 and 34% on 09/01/2028; 31,675 time-based RSUs that vest 25% per year beginning at grant; and 47,500 performance-based RSUs tied to performance between 01/01/2025 and 12/31/2027. Each grant has a $0 per-share exercise/conversion price and is reported as directly owned. The reported transactions were filed by one reporting person and signed on 09/02/2025.

Positive

• Grants combine time-based and performance-based RSUs, aligning retention and performance incentives
• Vesting schedules span multiple years, promoting long-term alignment with shareholders
• Disclosure filed timely (transaction 09/01/2025, Form signed 09/02/2025)

Negative

• No information on performance metrics for the 47,500 performance-based RSUs is provided in this filing
• Monetary value per award not provided beyond $0 conversion price typical for RSUs, so economic impact is not quantified

Insights

Compensation & Governance Analyst

TL;DR: CEO received time-based and performance-based RSUs totaling 170,950 units with multi-year vesting and a multi-year performance period.

The grant structure mixes time-based vesting and a performance-based award, aligning executive incentives with multi-year company performance and retention. Time-based awards vest over two- to three-year schedules, while the 47,500 RSUs depend on performance from 01/01/2025 to 12/31/2027, indicating linkage to multi-year goals. All awards are reported as direct ownership with no exercise price, consistent with restricted share unit mechanics. For governance, the disclosure is routine and complies with Section 16 reporting.

Securities Insider Transactions Specialist

TL;DR: Routine Section 16 filing showing CEO equity grants; no exercises or sales reported.

The Form 4 documents acquisitions (grant) rather than dispositions, with no cash exercise price reported, which is typical for RSUs. Transaction date is 09/01/2025 and the filing was signed 09/02/2025. The filing identifies Boldea as both President & CEO and a director, and the Form was filed by one reporting person. There are no indications of stock sales, option exercises, or other reportable dispositions in this filing.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BOLDEA LUCIAN

(Last) (First) (Middle)

4500 MOUNT PLEASANT ST. NW

(Street)

NORTH CANTON OH 44720

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Unit	$0	09/01/2025		A		91,775		(1)	09/01/2028	Common Stock	91,775	$0	91,775	D
Restricted Share Unit	$0	09/01/2025		A		31,675		(2)	09/01/2029	Common Stock	31,675	$0	31,675	D
Restricted Share Unit	$0	09/01/2025		A		47,500		(3)	12/31/2027	Common Stock	47,500	$0	47,500	D

Explanation of Responses:

1. Grant of time-based restricted share units that vest 33% on September 1, 2026, 33% on September 1, 2027, and 34% on September 1, 2028.

2. Grant of time-based restricted share units that vest 25% per year from the date of grant.

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

Remarks:

	/s/ Lucian Boldea	09/02/2025
	** 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 4 (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 awards did Lucian Boldea report on Timken (TKR) Form 4?

He reported three RSU grants: 91,775 time-based RSUs, 31,675 time-based RSUs, and 47,500 performance-based RSUs.

When were the transactions reported on the Form 4?

Transaction date is 09/01/2025 and the Form 4 was signed on 09/02/2025.

What are the vesting schedules for the RSUs?

91,775 RSUs vest 33% on 09/01/2026, 33% on 09/01/2027 and 34% on 09/01/2028; 31,675 RSUs vest 25% per year from grant; 47,500 RSUs are performance-based for the period 01/01/2025–12/31/2027.

Are these grants direct or indirect ownership?

The filing reports these awards as direct ownership (ownership form: D).

Does the Form 4 show any sales or exercises by Boldea?

No; the filing only reports acquisitions (grants) of RSUs, not sales or option exercises.