Timken (NYSE: TKR) director reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Timken director Richard G. Kyle reported equity compensation activity in the company’s common stock. On February 9, 2026, he acquired 6,549 shares at $0 per share from the vesting of 25% of restricted share units granted on February 9, 2023.

On the same date, 2,252 shares were disposed of in a tax-withholding disposition at $107.4 per share to cover obligations associated with the award. After these transactions, Kyle directly owned 245,472 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^*

Kyle Richard G

(Last) (First) (Middle)

4500 MT. 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		6,549	A	$0	247,724	D
Common Stock	02/09/2026		F		2,252	D	$107.4	245,472	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 restricted share units granted on February 9, 2023.

Remarks:

	/s/ Richard G. Kyle	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) director Richard G. Kyle report?

Richard G. Kyle reported equity compensation-related transactions in Timken common stock. He received 6,549 shares from restricted share unit vesting and 2,252 shares were disposed of to satisfy tax withholding, leaving him with direct ownership of 245,472 shares.

How many Timken (TKR) shares did the director acquire in this Form 4 filing?

The director acquired 6,549 Timken common shares through a grant or award acquisition at a price of $0. These shares resulted from the vesting of 25% of restricted share units originally granted on February 9, 2023, increasing his direct holdings before tax withholding.

Why were some Timken (TKR) shares disposed of in Richard Kyle’s filing?

The 2,252 Timken shares were disposed of as a tax-withholding disposition at $107.4 per share. This means shares were delivered to cover the exercise price or tax liability tied to the vesting award, rather than representing an open-market sale transaction.

What is Richard G. Kyle’s Timken (TKR) share ownership after the reported transactions?

Following the reported transactions, Richard G. Kyle directly owns 245,472 Timken common shares. This figure reflects shares received from restricted share unit vesting, net of the 2,252 shares disposed of to satisfy associated tax obligations on February 9, 2026.

What is the source of the 6,549 Timken (TKR) shares vested to the director?

The 6,549 shares represent the vesting of 25% of restricted share units granted to Richard G. Kyle on February 9, 2023. These units converted into Timken common stock at no cash cost as part of his equity-based director compensation program.