Timken (NYSE: TKR) EVP logs stock award and tax-withholding share disposal

Rhea-AI Filing Summary

TIMKEN CO executive Timothy Alan Graham reported equity compensation activity involving company common stock. On February 13, 2026, he acquired 400 shares at $0.00 per share as a grant, award, or other acquisition, increasing his direct holdings to 12,126 shares. A footnote explains this reflects vesting of 25% of time-based restricted share units granted on February 13, 2025. On the same date, 108 shares were disposed of at $107.15 per share in a tax-withholding disposition to cover obligations, leaving him with 12,018 directly owned shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Graham Timothy Alan

Role EVP, Pres. Industrial Motion

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	400	$0.00	--
Tax Withholding	Common Stock	108	$107.15	$12K

Holdings After Transaction: Common Stock — 12,126 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Graham Timothy Alan

(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)
	EVP, Pres. Industrial Motion

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)	02/13/2026		A		400	A	$0	12,126	D
Common Stock	02/13/2026		F		108	D	$107.15	12,018	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 13, 2025.

Remarks:

	/s/ Timothy Alan Graham	02/18/2026
	** 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).
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 insider transactions did TKR executive Timothy Alan Graham report?

Timothy Alan Graham reported two equity transactions in Timken common stock. He acquired 400 shares as a grant or award and disposed of 108 shares in a tax-withholding transaction, both dated February 13, 2026, affecting his directly owned share balance.

Was the Timken (TKR) insider transaction a stock purchase or sale?

The activity was not an open-market buy or sell. It involved 400 shares acquired as an equity award and 108 shares disposed of to satisfy tax obligations, both classified as administrative compensation-related transactions rather than discretionary market trades.

How many Timken (TKR) shares does Timothy Alan Graham own after these transactions?

Following the Form 4 transactions, Timothy Alan Graham directly owns 12,018 Timken common shares. This figure reflects the 400-share award acquisition and the 108-share tax-withholding disposition reported as of the February 13, 2026 transaction date.

What is the nature of the 400 Timken (TKR) shares acquired by the executive?

The 400 shares represent vesting of time-based restricted share units. A footnote states this is 25% of restricted share units originally granted on February 13, 2025, indicating routine equity compensation rather than a separate market purchase of Timken stock.

Why were 108 Timken (TKR) shares disposed of in the Form 4 filing?

The 108 shares were disposed of at $107.15 per share as a tax-withholding transaction. The filing describes this as payment of exercise price or tax liability by delivering securities, a common method for covering tax obligations on vested equity awards.

Did the Timken (TKR) Form 4 show net insider buying or selling?

The Form 4 reflects both acquisition and disposition tied to compensation. One transaction granted 400 shares, while 108 shares were used for tax withholding, resulting in mixed directions and a modest net increase in directly held Timken shares for the executive.