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Timken (NYSE: TKR) director gifts 139,000 shares to family trusts

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TIMKEN CO director Ward J. Timken Jr. reported a series of bona fide gifts of company common stock, made by him and his spouse for estate planning purposes. On March 12–13, 2026, they gifted an aggregate of 139,000 shares at a stated price of $0.00 per share, reflecting non-market transfers.

The gifts include transfers to the spouse, as well as to irrevocable family trusts in which the reporting person or spouse are beneficiaries. After these gifts, Timken still directly holds 266,366 shares, and has additional indirect interests, including 200,000 shares through a family LLC and several trust-related holdings (125,000, 53,000 and 6,000 shares). Footnotes state that beneficial ownership is disclaimed for certain indirect holdings.

Positive

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Negative

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Insider TIMKEN WARD J JR
Role Director
Type Security Shares Price Value
Gift Common Stock 10,000 $0.00 $0.00
Gift Common Stock 10,000 $0.00 $0.00
Gift Common Stock 52,000 $0.00 $0.00
Gift Common Stock 52,000 $0.00 $0.00
Gift Common Stock 7,500 $0.00 $0.00
Gift Common Stock 7,500 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 266,366 shares (Direct); Common Stock — 310 shares (Indirect, By Spouse); Common Stock — 10,000 shares (Indirect, By self as beneficiary); Common Stock — 200,000 shares (Indirect, By Self as Manager of LLC); Common Stock — 131,000 shares (Indirect, By Self as Co-Trustee); Common Stock — 53,000 shares (Indirect, By self as Co-Trustee and beneficiary)
Footnotes (10)
  1. F1. All transactions described in this report on Form 4 represent gifts by the reporting person and the reporting person's spouse made for estate planning purposes.
  2. F2. Represents gift of shares (also reported in the subsequent line) to the The Ward J Timken Jr Irrev Trust with the reporting person's spouse as a beneficiary.
  3. F3. DISCLAIMER: Undersigned disclaims all beneficial ownership.
  4. F4. By spouse as a beneficiary to the The Ward J Timken Jr Irrev Trust.
  5. F5. Represents gift of shares to the reporting person's spouse (also reported in the subsequent line).
  6. F6. Represents gift of shares by the reporting person's spouse (also reported in the subsequent line) to The Jane M Timken Irrev Trust with the reporting person as a beneficiary of that trust.
  7. F7. By self as beneficiary of the The Jane M Timken Irrev Trust.
  8. F8. By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members.
  9. F9. By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr.
  10. F10. By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren

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FAQ

What does the latest Form 4 for TIMKEN CO (TKR) report for Ward J. Timken Jr.?
The Form 4 reports that director Ward J. Timken Jr. and his spouse made bona fide gifts totaling 139,000 shares of Timken common stock on March 12–13, 2026, primarily to family members and trusts for estate planning purposes.

Are the 139,000 Timken (TKR) shares in this Form 4 open-market sales?
No, the 139,000 shares are reported as bona fide gifts at a stated price of $0.00 per share. Footnotes explain the transfers were made by the reporting person and spouse for estate planning, not as open-market sales for cash proceeds.

How many Timken (TKR) shares does Ward J. Timken Jr. hold directly after these gifts?
Following the reported gifts, Ward J. Timken Jr. holds 266,366 shares of Timken common stock directly. This direct position is in addition to several indirect holdings through a family LLC and various trusts described in the Form 4 footnotes.

What indirect Timken (TKR) holdings are reported for Ward J. Timken Jr. after the gifts?
Indirect interests include 200,000 shares held via a family LLC managed by Timken, plus trust-related positions of 125,000, 53,000 and 6,000 shares. Some holdings are as co-trustee or beneficiary, with a footnote stating beneficial ownership is disclaimed.

Who received the gifted Timken (TKR) shares disclosed in this Form 4?
Recipients include the reporting person’s spouse and several irrevocable family trusts, such as the Ward J. Timken Jr. Irrevocable Trust and the Jane M. Timken Irrevocable Trust, where either the spouse or the reporting person are named beneficiaries, according to the footnotes.

Why were the Timken (TKR) share transfers characterized as gifts?
Footnotes state that all reported transactions are gifts by the reporting person and spouse made for estate planning purposes. They are non-cash transfers, use transaction code G for bona fide gifts, and one footnote expressly disclaims beneficial ownership of certain indirect holdings.
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*
TIMKEN WARD J JR
(Last) (First) (Middle)
200 MARKET AVE N
SUITE 210
(Street)
CANTON OH 44702
(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)
03/12/2026
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)(2) 03/12/2026 G 52,000 D $0 273,866 D
Common Stock 03/12/2026 G 52,000 A $0 52,000 I By Spouse(3)(4)
Common Stock(5) 03/12/2026 G 7,500 D $0 266,366 D
Common Stock 03/12/2026 G 7,500 A $0 10,310 I By Spouse(3)
Common Stock(6) 03/13/2026 G 10,000 D $0 310 I By Spouse(3)
Common Stock 03/13/2026 G 10,000 A $0 10,000 I By self as beneficiary(7)
Common Stock 200,000 I By Self as Manager of LLC(8)
Common Stock 125,000 I By Self as Co-Trustee
Common Stock 53,000 I By self as Co-Trustee and beneficiary(9)
Common Stock 6,000 I By self as Co-Trustee(3)(10)
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. All transactions described in this report on Form 4 represent gifts by the reporting person and the reporting person's spouse made for estate planning purposes.
2. Represents gift of shares (also reported in the subsequent line) to the The Ward J Timken Jr Irrev Trust with the reporting person's spouse as a beneficiary.
3. DISCLAIMER: Undersigned disclaims all beneficial ownership.
4. By spouse as a beneficiary to the The Ward J Timken Jr Irrev Trust.
5. Represents gift of shares to the reporting person's spouse (also reported in the subsequent line).
6. Represents gift of shares by the reporting person's spouse (also reported in the subsequent line) to The Jane M Timken Irrev Trust with the reporting person as a beneficiary of that trust.
7. By self as beneficiary of the The Jane M Timken Irrev Trust.
8. By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members.
9. By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr.
10. By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren
Remarks:
/s/ Ward J. Timken, Jr. 03/13/2026
** 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.

Source: View Original Filing on SEC EDGAR