Timken (TKR) CTO logs RSU vesting and small tax-related share sale

Rhea-AI Filing Summary

Timken Company’s Chief Technology Officer John Raymond Szarka reported stock-based compensation activity involving company common shares. On February 8, 2026, 288 shares of common stock were acquired at $0 upon vesting of time-based restricted share units granted on February 8, 2024.

On the same date, 99 shares were disposed of at $104.33 per share in a transaction coded “F,” typically reflecting shares withheld to satisfy tax obligations on vesting. After these transactions, Szarka directly held 2,633 shares of Timken common stock.

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^*

Szarka John Raymond

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2026

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)	02/08/2026		A		288	A	$0	2,732	D
Common Stock	02/08/2026		F		99	D	$104.33	2,633	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 8, 2024.

Remarks:

	/s/ John R. Szarka	02/10/2026
	** 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).
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FAQ

What insider transactions did TKR Chief Technology Officer report on February 8, 2026?

Timken’s Chief Technology Officer John Raymond Szarka reported two transactions on February 8, 2026: acquisition of 288 common shares at $0 from vesting restricted share units, and disposition of 99 common shares at $104.33, likely related to tax withholding on that vesting event.

How many Timken (TKR) shares does the CTO own after these Form 4 transactions?

After the reported Form 4 transactions, Chief Technology Officer John Raymond Szarka directly beneficially owns 2,633 shares of Timken common stock. This reflects the 288-share RSU vesting and the 99-share disposition reported as of the February 8, 2026 transaction date.

What does the 288-share acquisition by the TKR CTO represent?

The 288-share acquisition represents vesting of 25% of time-based restricted share units granted to John Raymond Szarka on February 8, 2024. Upon vesting on February 8, 2026, these RSUs converted into 288 Timken common shares at a stated price of $0 per share.

Why were 99 Timken (TKR) shares disposed of at $104.33 on February 8, 2026?

The 99-share disposition at $104.33 on February 8, 2026 is coded “F,” which typically indicates shares used to satisfy tax withholding obligations on vested equity awards. This transaction reduced, but did not eliminate, the shares gained from the 288-share RSU vesting.

What role does John Raymond Szarka hold at Timken (TKR) in this Form 4 filing?

In this Form 4 filing, John Raymond Szarka is identified as an officer of Timken, serving as Chief Technology Officer. The filing shows he is not a director and not a 10% owner, and the reported common stock transactions are held under direct ownership.

What type of equity award vested for the TKR Chief Technology Officer?

The equity award that vested for the Chief Technology Officer was time-based restricted share units. The filing notes that 25% of the restricted share units granted on February 8, 2024 vested on February 8, 2026, resulting in issuance of 288 Timken common shares.