Timken (TKR) CFO reports RSU vesting and tax-share disposition in Form 4

Rhea-AI Filing Summary

Timken’s VP and Chief Financial Officer Michael Anthony Discenza reported equity compensation activity involving company common stock. On February 10, 2026, he acquired 319 shares at a stated price of $0, reflecting the vesting of 25% of time-based restricted share units granted on February 10, 2022.

On the same date, 103 shares were disposed of in a transaction coded "F" at $109.23 per share to cover tax obligations by delivering shares. After these transactions, he directly owned 16,496 Timken common shares.

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)
02/10/2026

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)	02/10/2026		A		319	A	$0	16,599	D
Common Stock	02/10/2026		F		103	D	$109.23	16,496	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 10, 2022.

Remarks:

	/s/ Michael Anthony Discenza	02/12/2026
	** 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) report for its CFO on February 10, 2026?

Timken’s CFO Michael Anthony Discenza reported two transactions on February 10, 2026. He acquired 319 common shares via restricted stock unit vesting and disposed of 103 shares to satisfy related tax liabilities, ending with direct ownership of 16,496 common shares.

How many Timken (TKR) shares did the CFO acquire through equity awards?

The CFO acquired 319 Timken common shares at a stated price of $0 through vesting of time-based restricted share units. This represented 25% of the units granted on February 10, 2022, and increased his direct holdings before tax withholding activity.

Why were some Timken (TKR) shares disposed of in the CFO’s Form 4 filing?

The Form 4 shows a disposition of 103 Timken common shares coded “F,” meaning shares were delivered to pay tax liabilities. This is a common method where vested award shares are withheld or tendered instead of paying taxes in cash.

What is the CFO’s Timken (TKR) share ownership after the reported transactions?

After the February 10, 2026 transactions, Timken’s CFO directly owned 16,496 common shares. This figure reflects both the 319-share restricted unit vesting and the 103 shares disposed of to cover tax obligations associated with that vesting event.

What does transaction code “A” mean in the Timken (TKR) CFO’s Form 4?

Transaction code “A” indicates an acquisition of securities, such as a grant or award. For Timken’s CFO, it reflects the vesting of 319 restricted share units granted on February 10, 2022, which converted into common shares at a stated price of $0.

What does transaction code “F” indicate in Timken (TKR) insider reports?

Code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, the Timken CFO used 103 common shares, valued at $109.23 per share, to satisfy taxes owed from the restricted stock unit vesting transaction.