Timken (NYSE: TKR) controller reports new RSU grants and share vesting

Rhea-AI Filing Summary

Timken Corporate Controller & CAO Megan Renee Lanzarotta reported multiple equity awards and related share movements dated February 12, 2026. She acquired 245 shares of common stock at $0, reflecting the vesting of previously granted performance-based restricted share units after compensation committee approval.

On the same date she received a grant of 575 time-based restricted share units, which vest 25% per year, and a separate grant of 850 performance-based restricted share units tied to performance between January 1, 2026 and December 31, 2028. The filing also shows a disposition of 84 common shares at $108.74 to cover tax liabilities, leaving her with 1,861 common shares held directly.

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^*

Lanzarotta Megan Renee

(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)
	Corporate Controller & CAO

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		245	A	$0	1,945	D
Common Stock	02/12/2026		F		84	D	$108.74	1,861	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		575		(2)	02/12/2030	Common Stock	575	$0	575	D
Restricted Share Unit	$0	02/12/2026		A		850		(3)	12/31/2028	Common Stock	850	$0	850	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 575 time-based restricted share units that vest 25% per year.

3. Grant of 850 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ Megan Renee Lanzarotta	02/17/2026
	** 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) officer Megan Lanzarotta report?

She reported equity awards and related share movements. These included vested performance-based units converting into 245 common shares, tax withholding of 84 shares, and new grants of 575 time-based and 850 performance-based restricted share units on February 12, 2026.

How many Timken (TKR) common shares does Megan Lanzarotta hold after the Form 4?

After the reported transactions, she directly holds 1,861 Timken common shares. This reflects 245 shares acquired at no cost upon vesting of performance-based units and 84 shares disposed to cover tax liabilities at a price of $108.74 per share.

What restricted share units did Timken (TKR) grant to Megan Lanzarotta?

She received 575 time-based restricted share units and 850 performance-based restricted share units. The 575 units vest 25% per year, while the 850 units depend on performance criteria measured between January 1, 2026 and December 31, 2028, with both settled in Timken common stock.

Why were 245 Timken (TKR) shares acquired at $0 by Megan Lanzarotta?

The 245 shares reflect the vesting of performance-based restricted share units granted on February 9, 2023. These vested after the compensation committee approved performance metrics on February 12, 2026, resulting in common shares issued at no cash cost to the officer.

What does the tax-withholding transaction mean in the Timken (TKR) Form 4?

The Form 4 shows a disposition of 84 Timken common shares at $108.74 under transaction code F. This indicates shares were delivered to satisfy tax liabilities related to equity awards, rather than an open-market sale initiated for investment purposes.

What is Megan Lanzarotta’s role at Timken (TKR) in this Form 4?

She is identified as an officer of Timken serving as Corporate Controller & Chief Accounting Officer. The Form 4 reports equity compensation and related share movements in her capacity as a senior executive with direct ownership of the reported securities.