Timken (NYSE: TKR) CFO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

TIMKEN CO Executive Vice President and Chief Financial Officer Michael Anthony Discenza reported routine equity compensation activity involving company common stock. On February 13, 2026, he acquired 400 shares through a grant/award tied to the vesting of time-based restricted share units granted on February 13, 2025.

On the same date, 108 shares were disposed of in a tax-withholding transaction at $107.15 per share to cover tax obligations associated with the equity award. After these transactions, Discenza directly owned 17,877 shares of Timken common stock.

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)
	EVP, Chief Financial Officer

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	17,985	D
Common Stock	02/13/2026		F		108	D	$107.15	17,877	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/ Michael Anthony Discenza	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 TKR EVP and CFO Michael Discenza report?

Michael Discenza reported a routine equity award vesting and related tax withholding. He acquired 400 shares of Timken common stock via a grant and disposed of 108 shares to cover tax obligations, reflecting standard executive compensation mechanics rather than open-market trading.

How many TKR shares does CFO Michael Discenza own after this Form 4?

After these transactions, Michael Discenza directly owns 17,877 shares of Timken common stock. This figure reflects the 400-share award acquisition and the 108-share tax-withholding disposition reported for February 13, 2026, as part of his ongoing equity compensation.

Was the TKR insider share disposition an open-market sale?

No, the 108-share disposition was a tax-withholding transaction, not an open-market sale. Shares were delivered to satisfy tax liabilities associated with vested time-based restricted share units, a common mechanism in executive equity compensation plans rather than discretionary selling.

What triggered the 400-share acquisition reported by TKR’s CFO?

The 400-share acquisition reflects vesting of 25% of time-based restricted share units granted on February 13, 2025. When these RSUs vested on February 13, 2026, they converted into common shares, increasing Michael Discenza’s direct ownership in Timken stock under the company’s compensation program.

Does this TKR Form 4 indicate bullish or bearish insider activity?

The Form 4 shows routine compensation activity, not a directional bet. Shares were acquired through RSU vesting and partly disposed of for tax withholding. There were no open-market purchases or sales, so it mainly reflects standard mechanics of Timken’s executive equity incentives.

What price was used for the TKR tax-withholding share disposition?

The 108 shares disposed of for tax withholding were valued at $107.15 per share. This price was used to determine how many shares needed to be delivered to satisfy the tax liability triggered by vesting of Michael Discenza’s time-based restricted share units.