Form 4: Kyle Richard G reports multiple insider transactions in TKR

Rhea-AI Filing Summary

Kyle Richard G reported multiple insider transaction types in a Form 4 filing for TKR. The filing lists transactions totaling 58,149 shares at a weighted average price of $108.74 per share. Following the reported transactions, holdings were 277,257 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)
02/12/2026

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		27,554	A	$0	277,257	D
Common Stock	02/12/2026		F		11,689	D	$108.74	265,568	D
Common Stock(2)	02/12/2026		A		13,305	A	$0	278,873	D
Common Stock	02/12/2026		F		5,601	D	$108.74	273,272	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 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. Represents award of shares pursuant to vesting of performance-based restricted share units granted on March 31, 2025 following approval of performance metrics by the Compensation Committee on February 12, 2026.

Remarks:

	/s/ Richard G. Kyle	02/16/2026
	** 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 transactions in Timken common stock, including the vesting of performance-based restricted share units and related tax-withholding dispositions, which updated his direct ownership position without reflecting discretionary open-market buying or selling activity.

How many Timken (TKR) shares did Richard G. Kyle acquire through awards?

He acquired 27,554 and 13,305 Timken common shares at $0 per share from the vesting of performance-based restricted share units, granted in 2023 and 2025, after the Compensation Committee approved the applicable performance metrics on February 12, 2026.

Were any of Richard G. Kyle’s Timken (TKR) transactions open-market sales?

No. The dispositions reported used transaction code F, indicating shares were delivered to cover tax liabilities at $108.74 per share, rather than discretionary open-market sales initiated to change his investment exposure to Timken stock.

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

Following the reported award vestings and tax-withholding share deliveries, Richard G. Kyle directly owned 273,272 shares of Timken common stock, reflecting his updated beneficial ownership after the equity compensation events on February 12, 2026.

What do the performance-based restricted share unit vestings mean for Timken (TKR)?

The vestings show that performance-based restricted share units granted in February 2023 and March 2025 met Compensation Committee-approved metrics, resulting in share awards to director Richard G. Kyle as part of Timken’s long-term, performance-linked equity compensation program.