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

Rhea-AI Filing Summary

Timken VP and Chief Financial Officer Michael Anthony Discenza reported equity-related transactions in Timken common stock. On February 9, 2026, he acquired 269 shares at $0 per share from the vesting of time-based restricted share units originally granted on February 9, 2023. On the same date, 87 shares were disposed of at $107.4 per share to cover tax obligations, a non–open-market, tax-withholding disposition. After these transactions, he directly owned 16,280 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)
	VP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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)	02/09/2026		A		269	A	$0	16,367	D
Common Stock	02/09/2026		F		87	D	$107.4	16,280	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 9, 2023.

Remarks:

	/s/ Michael Anthony Discenza	02/11/2026
	** 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 transactions did Timken (TKR) report for CFO Michael Discenza?

Timken’s CFO Michael Anthony Discenza reported vesting of restricted share units and a related tax share withholding. He acquired 269 Timken common shares from RSU vesting and disposed of 87 shares to satisfy tax obligations, ending with 16,280 directly owned shares.

How many Timken (TKR) shares did the CFO acquire in the latest Form 4?

The CFO acquired 269 Timken common shares through the vesting of time-based restricted share units. These units represented 25% of an award granted on February 9, 2023, and were delivered at no cash cost, increasing his direct share ownership before tax withholding.

Why were 87 Timken (TKR) shares disposed of in the Form 4 filing?

The 87 Timken shares were disposed of to cover tax liabilities associated with the equity award vesting. This tax-withholding disposition used shares valued at $107.4 each, rather than cash, and did not represent an open-market sale initiated for portfolio reasons.

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

After the reported transactions, Timken’s CFO directly owned 16,280 common shares. This figure reflects the addition of 269 vested shares from restricted share units and the disposition of 87 shares for tax withholding, as disclosed in the Form 4 filing.

What equity award is referenced in Timken (TKR) CFO’s Form 4 footnote?

The footnote states that the acquisition represents vesting of 25% of time-based restricted share units granted on February 9, 2023. This means one-quarter of that RSU grant converted into 269 Timken common shares on February 9, 2026, increasing the CFO’s direct holdings.