Was the Timken (TKR) director’s 2,270-share transaction an open-market buy or a grant?

The 2,270-share transaction was a grant from vesting time-based restricted share units, not an open-market purchase. The filing labels it as a grant or award acquisition, with a reported price of $0.0000 per share, indicating a compensation-related equity award.

What are time-based restricted share units in the Timken (TKR) director’s filing?

Time-based restricted share units are stock awards that vest after a service period. In this case, 100% of the units granted on May 2, 2025 vested, resulting in 2,270 Timken common shares being credited to director Elizabeth Ann Harrell as part of her equity compensation.

Director at Timken (NYSE: TKR) granted 2,270 deferred shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Timken director Elizabeth Ann Harrell reported an acquisition of 2,270 shares of common stock as a compensation grant. The footnotes explain this represents the vesting of 100% of time-based restricted share units granted on May 2, 2025, with no purchase price. Harrell elected to defer receipt of these shares under Timken’s deferred compensation plan for directors, so delivery will occur at a later date. After this award and including 96 shares received through dividend investment in 2025, her directly reported holdings total 20,294 shares of Timken common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harrell Elizabeth Ann

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,270	$0.00	--

Holdings After Transaction: Common Stock — 20,294 shares (Direct, null)

Footnotes (1)

Represents vesting of 100% of the time-based restricted share units granted on May 2, 2025. The reporting person has elected to defer the receipt of such shares until a later date under the issuer's deferred compensation plan for directors. Includes 96 shares received through dividend investment in 2025.

Key Figures

Shares granted: 2,270 shares Award price: $0.0000 per share Holdings after transaction: 20,294 shares +1 more

4 metrics

Shares granted 2,270 shares Vesting of time-based restricted share units granted May 2, 2025

Award price $0.0000 per share Reported transaction price for compensation grant

Holdings after transaction 20,294 shares Total Timken common shares directly held after the award

Dividend investment shares 96 shares Shares received through dividend investment in 2025

Key Terms

time-based restricted share units, deferred compensation plan, dividend investment, grant, award, or other acquisition

4 terms

deferred compensation plan financial

"defer the receipt of such shares until a later date under the issuer's deferred compensation plan for directors."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

dividend investment financial

"Includes 96 shares received through dividend investment in 2025."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 04:19 PM

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^*

Harrell Elizabeth Ann

(Last)

(First)

(Middle)

4500 MT. PLEASANT ST NW

(Street)

NORTH CANTON

OHIO

44720

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/02/2026		A		2,270⁽²⁾	A	$0	20,294⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents vesting of 100% of the time-based restricted share units granted on May 2, 2025.

2. The reporting person has elected to defer the receipt of such shares until a later date under the issuer's deferred compensation plan for directors.

3. Includes 96 shares received through dividend investment in 2025.

Remarks:

	/s/ Elizabeth A. Harrell	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Timken (TKR) director Elizabeth Ann Harrell report?

Elizabeth Ann Harrell reported acquiring 2,270 Timken common shares as a grant from vested time-based restricted share units. The award is compensation, not an open-market purchase, and increases her reported direct holdings to 20,294 shares including prior dividend investment shares.

How many Timken (TKR) shares does director Elizabeth Ann Harrell hold after this Form 4?

After the reported transaction, Elizabeth Ann Harrell directly holds 20,294 Timken common shares. This figure includes the 2,270 shares from vested restricted share units and 96 additional shares that were received through dividend investment during 2025, as noted in the footnotes.

What does it mean that the Timken (TKR) director deferred receipt of her vested shares?

Deferring receipt means Harrell chose not to immediately take delivery of the 2,270 vested shares. Instead, the shares will be delivered at a later date under Timken’s deferred compensation plan for directors, aligning with the program’s timing and distribution rules described in the filing footnotes.