Timken Co (NYSE: TKR) director details trust share movements in Form 4

Rhea-AI Filing Summary

Timken Co director John M. Timken Jr. reported trust-related movements of Timken Co common stock on 11/26/2025. A trust for which he served as co-trustee distributed 419,750 shares of common stock at a stated price of $0, leaving him with 0 shares in that co-trustee capacity. The filing shows he became trustee of two separate testamentary trusts that each received 70,000 shares of common stock, also at a stated price of $0, and each position is reported as 70,000 shares held indirectly.

Beyond these transactions, he reports various existing holdings, including 277,474 shares held directly, and multiple indirect interests such as 500 shares held by his spouse, 116,000 shares as beneficiary of a trust, and additional shares held in other trusts where he is trustee or advisor. Several footnotes state that he disclaims beneficial ownership of some of these indirect holdings, or limits his interest to a lifetime income right.

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^*

TIMKEN JOHN M JR

(Last) (First) (Middle)

200 MARKET AVE.

SUITE 210

(Street)

CANTON OH 44702-1437

(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)
11/26/2025

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)	11/26/2025		G		419,750	D	$0	0	I	Co-Trustee(2)
Common Stock(3)	11/26/2025		G		70,000	A	$0	70,000	I	Trustee(4)
Common Stock(3)	11/26/2025		G		70,000	A	$0	70,000	I	Trustee(5)
Common Stock								277,474	D
Common Stock								500	I	By Spouse
Common Stock								116,000	I	Beneficiary of Trust(6)
Common Stock								56,437	I	Trustee(7)(8)
Common Stock								64,865	I	Advisor of Trust(7)
Common Stock								126,000	I	By Spouse(9)

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 distributions of shares in connection with the division of the Trust U/Will of H.H. Timken, Jr. into separate sub trusts (including the two described in footnotes 4 and 5 hereof and others in which the reporting person does not have any interest) and subsequent distributions to beneficiaries in accordance with the terms of the trust.

2. Co-Trustee for Trust U/Will of H.H. Timken, Jr.

3. Received in connection with the distributions of a portion of the assets of the Trust U/Will of H.H. Timken, Jr. described in footnote 1.

4. Trustee for Henry H Timken Jr Testamentary Trust FBO Jane M Timken. DISCLAIMER: Undersigned disclaims any beneficial ownership.

5. Trustee for Henry H Timken Jr Testamentary Trust FBO John M Timken Jr. DISCLAIMER: Undersigned disclaims beneficial ownership, except for his lifetime income interest in the trust.

6. Beneficiary of John M. Timken Trust D FBO John M. Timken, Jr.

7. DISCLAIMER: Undersigned disclaims any beneficial interest.

8. Trustee for Susan H. Timken Generation Skipping Trust.

9. Shares held in an Irrevocable Trust with spouse as sole lifetime beneficiary. Director is not a trustee and has no beneficial interest.

Remarks:

	/s/ John M. Timken, Jr.	11/26/2025
	** 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 Co (TKR) disclose in this Form 4 filing?

The Form 4 reports that director John M. Timken Jr. oversaw trust-related movements of Timken Co common stock on 11/26/2025, including a large distribution from a trust where he was co-trustee and new trustee positions in two testamentary trusts that each hold 70,000 shares.

How many Timken Co (TKR) shares were distributed from the co-trustee position?

A trust for which John M. Timken Jr. served as co-trustee distributed 419,750 shares of Timken Co common stock at a stated price of $0, and his reported co-trustee holdings in that trust decreased to 0 shares following the transaction.

What new trust holdings did John M. Timken Jr. report for TKR stock?

He reported indirect holdings as trustee of two testamentary trusts, each receiving 70,000 shares of Timken Co common stock at a stated price of $0, and each position is reported as 70,000 shares held indirectly.

What are John M. Timken Jr.'s direct holdings of Timken Co (TKR) shares?

The filing lists 277,474 shares of Timken Co common stock held directly by John M. Timken Jr., separate from his various indirect trust- and spouse-related holdings.

How are John M. Timken Jr.'s spouse-related TKR holdings reported?

The Form 4 shows 500 shares of Timken Co common stock held by his spouse and another 126,000 shares held by his spouse in an irrevocable trust, both reported as indirect holdings.

Does John M. Timken Jr. disclaim beneficial ownership of some TKR shares?

Yes. Several footnotes state that he disclaims beneficial ownership of certain trust-held Timken Co shares, and in one case notes his interest is limited to a lifetime income interest in the trust.