Timken (NYSE: TKR) CFO receives stock awards and RSU grants

Rhea-AI Filing Summary

Timken EVP and CFO Michael Anthony Discenza reported equity compensation changes. On February 12, 2026, he acquired 1,510 shares of common stock at $0 from vesting performance-based restricted share units, while 421 shares were disposed of at $108.74 to cover tax obligations.

He also received new derivative awards: 5,475 time-based restricted share units that vest 25% per year and 8,200 performance-based restricted share units tied to performance between January 1, 2026 and December 31, 2028. Following these transactions, he directly held 17,585 common shares, plus the newly granted RSUs.

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)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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)	02/12/2026		A		1,510	A	$0	18,006	D
Common Stock	02/12/2026		F		421	D	$108.74	17,585	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
Restricted Share Unit	$0	02/12/2026		A		5,475		(2)	02/12/2030	Common Stock	5,475	$0	5,475	D
Restricted Share Unit	$0	02/12/2026		A		8,200		(3)	12/31/2028	Common Stock	8,200	$0	8,200	D

Explanation of Responses:

1. Represents award of shares pursuant to vesting of performance-based restricted share units granted on February 9, 2023 following approval of performance metrics by the Compensation Committee on February 12, 2026.

2. Grant of 5,475 time-based restricted share units that vest 25% per year.

3. Grant of 8,200 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ Michael Anthony Discenza	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Timken (TKR) report for its CFO?

Timken’s EVP and CFO Michael Anthony Discenza reported equity awards on February 12, 2026. He received 1,510 common shares from vested performance units, had 421 shares withheld for taxes, and was granted 5,475 time-based and 8,200 performance-based restricted share units.

How many Timken (TKR) shares does the CFO own after this Form 4?

After the reported transactions, Timken’s CFO directly owned 17,585 shares of common stock. In addition, he held 5,475 time-based restricted share units and 8,200 performance-based restricted share units, which represent rights to receive additional shares if vesting and performance conditions are met.

What stock awards did Timken (TKR) grant its CFO on February 12, 2026?

On February 12, 2026, Timken granted its CFO 5,475 time-based restricted share units and 8,200 performance-based restricted share units. The time-based units vest 25% per year, while the performance-based units depend on specified performance criteria between January 1, 2026 and December 31, 2028.

Why did Timken’s CFO dispose of 421 shares in this Form 4 filing?

The 421 Timken shares were disposed of as a tax-withholding transaction at $108.74 per share. This code F transaction represents shares delivered to satisfy tax liabilities related to equity compensation, not an open-market sale initiated as an investment decision.

How were Timken (TKR) performance-based restricted units linked to the CFO’s share award?

The 1,510 common shares reflect vesting of performance-based restricted share units originally granted on February 9, 2023. Vesting occurred after the Compensation Committee approved performance metrics on February 12, 2026, converting earned units into actual Timken common shares for the executive.