Timken (TKR) CTO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Timken Company’s Chief Technology Officer John Raymond Szarka reported equity compensation activity in company common stock. On February 9, 2026, he acquired 152 shares at $0 per share as a grant/award tied to vesting of time-based restricted share units granted on February 9, 2023.

On the same date, 52 shares were disposed of at $107.4 per share to cover tax obligations through share withholding. After these transactions, Szarka directly owned 2,733 shares of Timken common stock.

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^*

Szarka John Raymond

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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)	02/09/2026		A		152	A	$0	2,785	D
Common Stock	02/09/2026		F		52	D	$107.4	2,733	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

Explanation of Responses:

1. Represents vesting of 25% of the time-based restricted share units granted on February 9, 2023.

Remarks:

	/s/ John R. Szarka	02/11/2026
	** 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).
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FAQ

What insider transactions did Timken (TKR) report for John Raymond Szarka?

Timken reported that Chief Technology Officer John Raymond Szarka received 152 shares of common stock as an equity award and had 52 shares withheld to cover taxes. Both transactions occurred on February 9, 2026, and relate to previously granted time-based restricted share units.

Was the Timken (TKR) insider transaction a stock purchase or an equity award?

The transaction was an equity award, not an open-market stock purchase. Szarka acquired 152 Timken common shares at $0 per share through vesting of time-based restricted share units originally granted on February 9, 2023, as part of his compensation package.

How many Timken (TKR) shares were used to cover taxes for the CTO’s award?

To satisfy tax obligations related to the vesting, 52 Timken common shares were disposed of at $107.4 per share. This disposition was coded as a tax-withholding transaction rather than an open-market sale, reflecting shares delivered to cover tax liability.

How many Timken (TKR) shares does CTO John Raymond Szarka own after the Form 4?

Following the reported grant and tax-withholding disposition, John Raymond Szarka directly owned 2,733 shares of Timken common stock. This figure reflects his updated beneficial ownership after the February 9, 2026 equity award vesting and associated share withholding.

What does the Form 4 footnote reveal about Timken (TKR) CTO’s share grant?

The footnote explains that the 152-share acquisition represents vesting of 25% of time-based restricted share units granted on February 9, 2023. This clarifies that the new shares stem from a prior long-term equity award rather than a new discretionary transaction.

What transaction codes were used in the Timken (TKR) Form 4 for the CTO?

The Form 4 uses code “A” for the 152-share grant, indicating a grant, award, or other acquisition, and code “F” for the 52-share disposition, indicating payment of tax liability by delivering securities. Both transactions involve Timken common stock held directly.