Timken (TKR) EVP receives common stock and new RSU awards

Rhea-AI Filing Summary

Timken executive Karl Andreas Roellgen, EVP & President of Engineered Bearings, reported equity grants and a vesting event in company stock. On February 12, 2026, he acquired 7,053 shares of common stock at $0 upon vesting of previously granted performance-based restricted share units.

He also received 5,175 time-based restricted share units that vest 25% per year and 7,750 performance-based restricted share units tied to performance between January 1, 2026 and December 31, 2028. Following these awards, he directly owned 96,764 common shares and indirectly held 4,818 shares through a TESOP, plus the newly granted RSUs.

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^*

Roellgen Karl Andreas

(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&Pres. Engineered Bearings

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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)	02/12/2026		A		7,053	A	$0	96,764	D
Common Stock								4,818	I	TESOP

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
Restricted Share Unit	$0	02/12/2026		A		5,175		(2)	02/12/2030	Common Stock	5,175	$0	5,175	D
Restricted Share Unit	$0	02/12/2026		A		7,750		(3)	12/31/2028	Common Stock	7,750	$0	7,750	D

Explanation of Responses:

1. Represents award of shares pursuant to vesting of performance-based restricted share units granted on February 9, 2023 following approval of performance metrics by the Compensation Committee on February 12, 2026.

2. Grant of 5,175 time-based restricted units that vest 25% per year.

3. Grant of 7,750 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ Karl Andreas Roellgen	02/17/2026
	** 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) report for Karl Andreas Roellgen?

Timken reported equity awards and a vesting event for EVP Karl Andreas Roellgen. On February 12, 2026, he acquired 7,053 common shares at $0 from vested performance-based units and received new grants of time-based and performance-based restricted share units.

How many Timken (TKR) common shares did Karl Andreas Roellgen acquire and own after the Form 4?

Roellgen acquired 7,053 Timken common shares at $0 upon vesting of performance-based units. After the reported transactions, he directly owned 96,764 common shares and indirectly held 4,818 additional shares through a TESOP arrangement, according to the filing.

What restricted share unit grants did Timken (TKR) award to Karl Andreas Roellgen?

Roellgen received two new restricted share unit grants. The awards were 5,175 time-based RSUs vesting 25% per year and 7,750 performance-based RSUs subject to performance criteria measured between January 1, 2026 and December 31, 2028, all at a stated price of $0.

Were Karl Andreas Roellgen’s Timken (TKR) stock acquisitions open-market purchases?

The reported acquisitions were not open-market purchases. The 7,053 common shares resulted from vesting of previously granted performance-based restricted share units, and the additional 5,175 and 7,750 units were granted as new restricted share unit awards at a price of $0.

What is the vesting schedule for Karl Andreas Roellgen’s time-based RSUs at Timken (TKR)?

The time-based restricted share units vest gradually over four years. The grant of 5,175 time-based units vests at a rate of 25% per year, providing Roellgen with annual increments of vested shares if he remains eligible under the plan.

What performance period applies to Karl Andreas Roellgen’s performance-based RSUs at Timken (TKR)?

The 7,750 performance-based restricted share units are tied to a defined performance window. The units are subject to performance criteria measured between January 1, 2026 and December 31, 2028, with outcomes determining eventual vesting into common shares.