Timken (NYSE: TKR) CFO reports RSU vesting and shares withheld for tax

Rhea-AI Filing Summary

Timken Company VP and Chief Financial Officer Michael Anthony Discenza reported routine equity compensation activity involving the company’s common stock. On February 8, 2026, 313 shares were acquired at $0 per share from the vesting of 25% of time-based restricted share units originally granted on February 8, 2024.

On the same date, 101 shares were disposed of at $104.33 per share, reflecting shares withheld to cover related tax obligations. After these transactions, Discenza directly beneficially owned 16,098 Timken common shares, including 138 shares earned through dividend reinvestment since last reported.

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^*

Discenza Michael Anthony

(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)
	VP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2026

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)	02/08/2026		A		313	A	$0	16,199(2)	D
Common Stock	02/08/2026		F		101	D	$104.33	16,098	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 8, 2024.

2. Includes 138 shares earned through dividend reinvestment since last reported.

Remarks:

	/s/ Michael Anthony Discenza	02/10/2026
	** 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 Timken (TKR) report for its CFO?

Timken’s CFO reported vesting of 313 restricted share units and disposal of 101 shares for taxes. These routine equity compensation events left him with 16,098 directly owned Timken common shares after the February 8, 2026 transactions.

How many Timken (TKR) shares does the CFO own after this Form 4?

After the reported transactions, Timken’s CFO beneficially owns 16,098 common shares directly. This total includes 138 additional shares that were accumulated through dividend reinvestment since his holdings were last reported in prior filings.

What does the 313-share acquisition for Timken (TKR) represent?

The 313-share acquisition represents vesting of 25% of the CFO’s time-based restricted share units granted on February 8, 2024. These vested shares were acquired at a stated price of $0 per share as part of his equity compensation package.

Why were 101 Timken (TKR) shares disposed of by the CFO?

The 101 shares were disposed of at $104.33 per share under transaction code “F,” which indicates shares withheld or delivered to satisfy tax obligations related to the vesting of previously granted restricted share units.

What do the dividend reinvestment shares mean for Timken (TKR) CFO holdings?

The filing notes that the CFO’s holdings include 138 shares earned through dividend reinvestment since last reported. This shows his share count increased over time as cash dividends on existing shares were automatically reinvested into additional Timken stock.