Timken (NYSE: TKR) CFO sells shares after exercising stock options

Rhea-AI Filing Summary

Timken executive vice president and chief financial officer Michael Anthony Discenza exercised employee stock options and sold shares of common stock. He converted 1,825 stock options into 1,825 common shares at $44.65 per share, then used 293 shares at $109.59 per share to cover tax obligations. He also executed an open-market sale of 1,532 common shares at a weighted average price of $109.59 per share, leaving him with 17,877 directly held Timken shares after these transactions.

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)
02/24/2026

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	02/24/2026		M		1,825	A	$44.65	19,702	D
Common Stock	02/24/2026		F		293	D	$109.59	19,409	D
Common Stock	02/24/2026		S		1,532	D	$109.59(1)	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
Employee Stock Option (right to buy)(2)	$44.65	02/24/2026		M			1,825	02/12/2019	02/12/2028	Common Stock	1,825	$0	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $109.58 to $109.62. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. 1,825 stock options from 2/12/2018 grant of 5,650 stock options that vested in 25% increments per year from the date of grant.

Remarks:

	/s/ Michael Anthony Discenza	02/26/2026
	** 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 did Timken (TKR) CFO Michael Discenza do in this Form 4 filing?

Timken CFO Michael Discenza exercised 1,825 employee stock options and received 1,825 common shares. He then disposed of 293 shares for tax withholding and sold 1,532 shares in the open market, ending with 17,877 directly owned Timken shares.

How many Timken (TKR) shares did the CFO sell in the open market?

Michael Discenza sold 1,532 Timken common shares in an open-market transaction. The sale occurred at a weighted average price of $109.59 per share, based on multiple trades executed in a narrow price range detailed in the footnote.

How many Timken (TKR) stock options did the CFO exercise and at what price?

Michael Discenza exercised 1,825 employee stock options, converting them into 1,825 Timken common shares. The exercise price reported for these options was $44.65 per share, reflecting terms from a 2018 stock option grant that vested in annual increments.

How many Timken (TKR) shares did the CFO use for tax withholding?

Following the option exercise, Michael Discenza disposed of 293 Timken common shares in a tax-withholding transaction. These shares were valued at $109.59 per share, applied to satisfy tax liabilities associated with the stock option exercise reported on the same date.

What is Michael Discenza’s Timken (TKR) share ownership after these transactions?

After exercising options, covering tax obligations, and selling shares, Michael Discenza directly owns 17,877 Timken common shares. This figure reflects the net result of acquiring 1,825 shares and subsequently disposing of 293 shares and selling 1,532 shares on the reported transaction date.

What price range applied to the Timken (TKR) CFO’s share sale?

The open-market sale by Michael Discenza was executed in multiple trades between $109.58 and $109.62 per share. The Form 4 reports a weighted average sale price of $109.59 per share for the 1,532 Timken common shares sold in this transaction.