Timken (NYSE: TKR) officer reports RSU vesting and tax-share disposition

Rhea-AI Filing Summary

Timken Company officer Timothy Alan Graham reported equity compensation activity in Timken common stock. On February 9, 2026, he acquired 362 shares at $0 as a grant or award tied to the vesting of 25% of time-based restricted share units originally granted on February 9, 2023. On the same date, 117 shares were disposed of at $107.40 per share to cover tax obligations, leaving him with 9,953 directly held shares of Timken common stock following these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Graham Timothy Alan

Role President Industrial Motion

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	362	$0.00	--
Tax Withholding	Common Stock	117	$107.40	$13K

Holdings After Transaction: Common Stock — 10,070 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Graham Timothy Alan

(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)
	President Industrial Motion

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		362	A	$0	10,070	D
Common Stock	02/09/2026		F		117	D	$107.4	9,953	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/ Timothy Alan Graham	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.
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 insider transactions did Timken (TKR) officer Timothy Alan Graham report on February 9, 2026?

Timothy Alan Graham reported two transactions on February 9, 2026: an acquisition of 362 Timken common shares at $0 as a grant or award, and a disposition of 117 shares at $107.40 to satisfy tax obligations related to equity compensation vesting.

How many Timken (TKR) shares does Timothy Alan Graham own after the reported Form 4 transactions?

After the February 9, 2026 transactions, Timothy Alan Graham directly owns 9,953 Timken common shares. This reflects both the 362-share equity award vesting and the 117-share tax-withholding disposition reported in the Form 4 filing for his officer holdings.

What was the nature of the 362 Timken (TKR) shares acquired by Timothy Alan Graham?

The 362 Timken shares were acquired as a grant or award at $0 per share, representing the vesting of 25% of time-based restricted share units originally granted on February 9, 2023. This is part of his equity-based compensation as an officer.

Why were 117 Timken (TKR) shares disposed of in Timothy Alan Graham’s Form 4 filing?

The 117 Timken shares were disposed of at $107.40 per share to cover tax liabilities associated with the vesting of restricted share units. This tax-withholding disposition is reported under transaction code F, reflecting delivery of shares to satisfy tax obligations.

What is Timothy Alan Graham’s role at Timken (TKR) according to the Form 4 filing?

According to the Form 4, Timothy Alan Graham is an officer of Timken with the title “President Industrial Motion.” The filing identifies him as a reporting person subject to Section 16 disclosure requirements, reflecting his senior leadership position at the company.

What does the footnote about restricted share units mean in the Timken (TKR) Form 4?

The footnote explains that the 362-share acquisition represents vesting of 25% of time-based restricted share units granted on February 9, 2023. This indicates a scheduled equity vesting event from a prior grant rather than a new open-market purchase of Timken shares.