Timken (TKR) EVP Hansal Patel reports stock awards and tax share withholding

Rhea-AI Filing Summary

Timken executive Hansal N. Patel, EVP, GC and Secretary, reported multiple equity compensation transactions on common stock and restricted share units. Patel acquired 6,110 shares of common stock at $0 from the vesting of performance-based restricted share units after compensation metrics were approved. To cover related tax obligations, 1,851 shares of common stock were disposed of at $108.74 per share, leaving 26,667 common shares held directly. Patel also received grants of 4,025 time-based restricted share units that vest 25% per year and 6,025 performance-based restricted share units tied to performance criteria between January 1, 2026 and December 31, 2028.

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

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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^*

Patel Hansal N.

(Last) (First) (Middle)

4500 MT. 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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
Common Stock(1)	02/12/2026		A		6,110	A	$0	28,518	D
Common Stock	02/12/2026		F		1,851	D	$108.74	26,667	D

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	02/12/2026		A		4,025		(2)	02/12/2030	Common Stock	4,025	$0	4,025	D
Restricted Share Unit	$0	02/12/2026		A		6,025		(3)	12/31/2028	Common Stock	6,025	$0	6,025	D

Explanation of Responses:

1. Represents award of shares pursuant to vesting of performance-based restricted share units granted on February 9, 2023 following approval of performance metrics by the Compensation Committee on February 12, 2026.

2. Grant of 4,025 time-based restricted share units that vest 25% per year.

3. Grant of 6,025 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ Hansal N. Patel	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Timken (TKR) report for Hansal N. Patel?

Hansal N. Patel reported equity compensation activity, including 6,110 common shares from vesting performance-based units, 1,851 shares disposed of for tax withholding, and grants of 4,025 time-based and 6,025 performance-based restricted share units, all held directly as part of his compensation package.

How many Timken (TKR) common shares does Hansal N. Patel hold after these transactions?

Hansal N. Patel directly holds 26,667 Timken common shares after acquiring 6,110 shares via vesting and disposing of 1,851 shares to satisfy tax obligations. These holdings exclude his additional time-based and performance-based restricted share units granted on February 12, 2026.

What restricted share units did Timken (TKR) grant to Hansal N. Patel?

Patel received two new restricted share unit grants: 4,025 time-based units vesting 25% annually, and 6,025 performance-based units subject to performance criteria measured between January 1, 2026 and December 31, 2028, both settling in Timken common stock if vesting conditions are met.

Why were 1,851 Timken (TKR) shares disposed of in Hansal N. Patel’s Form 4?

The 1,851-share disposition was for tax withholding. Code F indicates shares were delivered at $108.74 per share to satisfy tax liabilities related to equity compensation, not an open-market sale, with Patel’s remaining directly held common shares reported at 26,667.

What triggered the 6,110-share award to Hansal N. Patel at Timken (TKR)?

The 6,110-share award came from vested performance-based units. These units were originally granted on February 9, 2023 and vested after the Compensation Committee approved performance metrics on February 12, 2026, resulting in issuance of Timken common stock at no cash cost to Patel.