Timken (NYSE: TKR) director reports RSU vesting and tax share disposal

Rhea-AI Filing Summary

Timken director Richard G. Kyle reported equity compensation activity involving the company’s common stock. On February 10, 2026, he acquired 7,023 shares at a price of $0, representing the vesting of 25% of time-based restricted share units granted on February 10, 2022.

On the same date, 2,792 shares were disposed of at $109.23 per share to satisfy tax withholding obligations. After these transactions, Kyle directly beneficially owned 249,703 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^*

Kyle Richard G

(Last) (First) (Middle)

4500 MT. 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		7,023	A	$0	252,495	D
Common Stock	02/10/2026		F		2,792	D	$109.23	249,703	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/ Richard G. Kyle	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).
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FAQ

What insider transaction did Timken (TKR) director Richard G. Kyle report?

Timken director Richard G. Kyle reported equity compensation activity, including the vesting of 7,023 common shares from time-based restricted share units and a related tax-withholding share disposition. These movements reflect routine executive compensation rather than an open-market stock purchase or sale.

How many Timken (TKR) shares did Richard G. Kyle acquire through vesting?

Richard G. Kyle acquired 7,023 Timken common shares at a price of $0 through vesting. This represented 25% of his time-based restricted share units that were originally granted on February 10, 2022, and became deliverable as common stock on February 10, 2026.

Why did Richard G. Kyle dispose of Timken (TKR) shares in this Form 4?

The Form 4 shows Kyle disposed of 2,792 Timken shares at $109.23 per share. This transaction is coded as tax withholding, meaning shares were surrendered to cover tax liabilities arising from the vesting of his restricted share units, not sold in an open market trade.

How many Timken (TKR) shares does Richard G. Kyle own after these transactions?

Following the reported transactions, Kyle directly beneficially owned 249,703 Timken common shares. This figure reflects the net effect of 7,023 shares received from restricted share unit vesting and 2,792 shares disposed of to satisfy associated tax withholding obligations on February 10, 2026.

What do the restricted share units mean in Timken (TKR) director compensation?

Restricted share units grant executives the right to receive common shares after vesting conditions are met. In Kyle’s case, 25% of his time-based restricted share units granted on February 10, 2022, vested into 7,023 shares on February 10, 2026, illustrating long-term, stock-based compensation.