Timken (NYSE: TKR) SVP Szarka reports new RSU grants and stock vesting

Rhea-AI Filing Summary

Timken Company executive John Raymond Szarka, SVP and Chief Technology Officer, reported multiple equity transactions on February 12, 2026. He acquired 868 shares of common stock at $0 upon vesting of performance-based restricted share units, then had 288 shares of common stock withheld at $108.74 per share to cover tax obligations, leaving 3,423 common shares held directly.

Szarka also received new equity awards: a grant of 1,250 time-based restricted share units that vest 25% per year and a grant of 1,850 performance-based restricted share units tied to performance criteria between January 1, 2026 and December 31, 2028. Following these grants, he directly holds 1,250 and 1,850 restricted share units in separate awards.

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)
	SVP, Chief Technology 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		868	A	$0	3,711	D
Common Stock	02/12/2026		F		288	D	$108.74	3,423	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		1,250		(2)	02/12/2030	Common Stock	1,250	$0	1,250	D
Restricted Share Unit	$0	02/12/2026		A		1,850		(3)	12/31/2028	Common Stock	1,850	$0	1,850	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 1,250 time-based restricted share units that vest 25% per year.

3. Grant of 1,850 performance-based restricted share units subject to certain performance criteria between January 1, 2026 and December 31, 2028.

Remarks:

	/s/ John R. Szarka	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) executive John Raymond Szarka report?

John Raymond Szarka reported equity transactions on February 12, 2026, including stock vesting and tax withholding. He acquired 868 Timken common shares from performance-based RSU vesting and had 288 shares withheld at $108.74 per share to satisfy tax obligations, leaving 3,423 common shares held directly.

What new restricted share units did Timken (TKR) grant to John Raymond Szarka?

Szarka received two new RSU grants on February 12, 2026. One grant covers 1,250 time-based restricted share units that vest 25% per year. The second grant is 1,850 performance-based restricted share units subject to performance criteria between January 1, 2026 and December 31, 2028.

How many Timken (TKR) common shares does John Raymond Szarka own after the reported Form 4 trades?

After the February 12, 2026 transactions, Szarka directly holds 3,423 Timken common shares. This reflects 868 shares received upon vesting of performance-based restricted share units and 288 shares disposed of through tax withholding at $108.74 per share in connection with that vesting.

What was the purpose of the 288 Timken (TKR) shares disposed of by John Raymond Szarka?

The 288 Timken common shares reported as disposed were used for tax withholding. The filing lists transaction code F, indicating payment of tax liability by delivering securities, at a price of $108.74 per share, rather than an open-market sale by Szarka.

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

In this Form 4, John Raymond Szarka is identified as an officer of Timken, serving as Senior Vice President and Chief Technology Officer. The reported equity awards and related share withholding reflect compensation and tax events associated with this executive leadership position.