Timken (TKR) CAO Lanzarotta reports RSU vesting and tax share disposition

Rhea-AI Filing Summary

Timken Corporate Controller & CAO Megan Renee Lanzarotta reported equity compensation activity in Timken common stock. On February 10, 2026, she acquired 53 shares at $0 under a grant or award, tied to the vesting of 25% of time-based restricted share units granted on February 10, 2022.

On the same date, 18 shares were disposed of at $109.23 in a transaction coded as payment of tax liability by delivering securities. After these transactions, she directly owned 1,700 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^*

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)
02/10/2026

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)	02/10/2026		A		53	A	$0	1,718	D
Common Stock	02/10/2026		F		18	D	$109.23	1,700	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 10, 2022.

Remarks:

	/s/ Megan Renee Lanzarotta	02/12/2026
	** 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.
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FAQ

What insider activity did Timken (TKR) report for Megan Renee Lanzarotta?

Timken reported that Corporate Controller & CAO Megan Renee Lanzarotta acquired 53 common shares through an equity award and disposed of 18 shares to cover taxes. Following these Form 4 transactions, she directly owned 1,700 shares of Timken common stock.

How many Timken (TKR) shares does Megan Renee Lanzarotta own after this Form 4?

After the reported transactions, Megan Renee Lanzarotta directly owns 1,700 Timken common shares. This reflects 53 shares received from restricted share unit vesting and 18 shares withheld and disposed of to satisfy tax obligations associated with that equity compensation event.

What is the nature of the share acquisition reported for Timken (TKR) officer Lanzarotta?

The acquisition reflects equity compensation, not an open-market purchase. She received 53 Timken common shares at $0 under a grant coded as a grant, award, or other acquisition, tied to vesting of time-based restricted share units granted on February 10, 2022.

Why were some Timken (TKR) shares disposed of in this insider filing?

The filing shows 18 shares disposed of at $109.23 in a transaction coded for payment of tax liability by delivering securities. This indicates shares were withheld or used to cover taxes owed on the restricted share unit vesting event.

Does the Timken (TKR) Form 4 indicate direct or indirect ownership for Lanzarotta?

The Form 4 shows that all reported Timken common shares are held with direct ownership. The transactions are coded with ownership type “D,” and there is no indication of indirect ownership through trusts, partnerships, or other entities in the provided data.

What equity award vesting is described in the Timken (TKR) Form 4 footnote?

The footnote explains that the transaction represents vesting of 25% of time-based restricted share units granted on February 10, 2022. That vesting triggered the issuance of 53 Timken common shares to Megan Renee Lanzarotta as part of her compensation.