Timken (NYSE: TKR) grants CEO time- and performance-based RSUs

Rhea-AI Filing Summary

Timken president and CEO Lucian Boldea reported equity awards in the form of restricted share units (RSUs). On February 12, 2026, he acquired 23,500 time-based RSUs that vest 25% each year and 35,225 performance-based RSUs that depend on performance criteria measured from January 1, 2026 to December 31, 2028. Both RSU grants are derivatives tied to Timken common stock, were recorded at a price of $0 per unit, and are held as direct beneficial ownership.

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^*

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)

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

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

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		23,500		(1)	02/12/2030	Common Stock	23,500	$0	23,500	D
Restricted Share Unit	$0	02/12/2026		A		35,225		(2)	12/31/2028	Common Stock	35,225	$0	35,225	D

Explanation of Responses:

1. Grant of 23,500 time-based restricted share units that vest 25% per year.

2. Grant of 35,225 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ Lucian Boldea	02/16/2026
	** 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 transaction did Timken (TKR) report for Lucian Boldea?

Timken reported that president and CEO Lucian Boldea received grants of restricted share units. On February 12, 2026, he was awarded time-based and performance-based RSUs tied to Timken common stock as part of his equity compensation.

How many restricted share units were granted to Timken CEO Lucian Boldea?

Lucian Boldea was granted 23,500 time-based restricted share units and 35,225 performance-based restricted share units. Both awards are structured as derivative securities linked to Timken common stock and were reported as direct beneficial ownership.

How do Lucian Boldea’s time-based RSUs from Timken vest?

The 23,500 time-based restricted share units granted to Lucian Boldea vest in equal installments of 25% per year. This creates a four-year vesting schedule, aligning the award with ongoing service and long-term incentive objectives at Timken.

What performance period applies to Timken CEO Lucian Boldea’s performance-based RSUs?

The 35,225 performance-based restricted share units are subject to performance criteria measured between January 1, 2026 and December 31, 2028. Actual vesting depends on achieving specified performance goals over this three-year performance period.

Did Lucian Boldea pay a purchase price for the Timken restricted share units?

No cash purchase price was reported for these awards. The Form 4 lists a price of $0 per restricted share unit, indicating they were granted as equity compensation rather than bought in an open-market transaction.

Are Lucian Boldea’s new Timken restricted share units held directly or indirectly?

The filing shows that Lucian Boldea holds the reported restricted share units as direct beneficial ownership. There is no indication of holding through a trust, partnership, or other indirect ownership vehicle in the reported transactions.