Timken (NYSE: TKR) EVP receives new RSU grants and vested shares

Rhea-AI Filing Summary

Timken Company executive Timothy Alan Graham reported multiple equity awards and related share movements. On February 12, 2026, he acquired 2,029 shares of Timken common stock at $0 per share from the vesting of previously granted performance-based restricted share units, bringing his direct common stock holdings to 12,278 shares before tax withholding.

To cover tax obligations, 552 common shares were disposed of at $108.74 per share, leaving 11,726 common shares held directly afterward. Graham also received two new restricted share unit grants: 3,350 time-based RSUs that vest 25% per year and 5,025 performance-based RSUs tied to performance criteria measured between January 1, 2026 and December 31, 2028.

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

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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^*

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)
02/12/2026

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		2,029	A	$0	12,278	D
Common Stock	02/12/2026		F		552	D	$108.74	11,726	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		3,350		(2)	02/12/2030	Common Stock	3,350	$0	3,350	D
Restricted Share Unit	$0	02/12/2026		A		5,025		(3)	12/31/2028	Common Stock	5,025	$0	5,025	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 3,350 time-based restricted share units that vest 25% per year.

3. Grant of 5,025 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ Timothy Alan Graham	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Timothy Alan Graham report for Timken (TKR)?

Timothy Alan Graham reported acquiring 2,029 Timken common shares at $0 from vested performance-based RSUs and disposing of 552 shares at $108.74 for tax withholding. He also received new grants of time-based and performance-based restricted share units.

How many Timken (TKR) restricted share units did the EVP receive?

Timken EVP Timothy Alan Graham received 3,350 time-based RSUs that vest 25% annually and 5,025 performance-based RSUs. The performance-based units depend on meeting specified performance criteria between January 1, 2026 and December 31, 2028, as disclosed in the Form 4 filing.

Why were 552 Timken (TKR) shares disposed of in this Form 4?

The 552 Timken common shares were disposed of at $108.74 per share to satisfy tax withholding obligations related to the equity award vesting. This tax-withholding disposition reduced Timothy Alan Graham’s directly held common shares from 12,278 to 11,726 following the reported transactions.

What does the performance-based RSU vesting mean for Timken (TKR) EVP holdings?

Performance-based RSU vesting delivered 2,029 common shares to Timothy Alan Graham at $0 per share after the compensation committee approved performance metrics. This increased his direct Timken share ownership before tax withholding and reflects previously granted long-term incentive compensation vesting.

Over what period are Timken (TKR) performance-based RSUs measured?

The newly granted 5,025 performance-based RSUs for Timothy Alan Graham are subject to performance criteria measured between January 1, 2026 and December 31, 2028. Actual shares ultimately delivered will depend on performance against these criteria over that period.

How do the time-based RSUs for Timken (TKR) EVP vest?

The 3,350 time-based restricted share units granted to Timothy Alan Graham vest in four equal installments of 25% per year. Each annual vesting event can convert units into Timken common shares, subject to applicable tax withholding at the time of vesting.