Timken CAO reports RSU vesting, tax withholding

Timken Co corporate controller and CAO Megan Renee Lanzarotta reported routine equity compensation activity.

Rhea-AI Filing Summary

Timken Co corporate controller and CAO Megan Renee Lanzarotta reported routine equity compensation activity. On February 13, 2026, she acquired 152 shares of Timken common stock at $0 per share through a grant/award tied to time-based restricted share units. The filing also shows a disposition of 52 shares at $107.15 per share to cover tax obligations, a non-open-market, tax-withholding transaction. After these moves, she directly owned 1,961 shares of Timken common stock. A footnote explains the acquisition reflects vesting of 25% of time-based restricted share units originally granted on February 13, 2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lanzarotta Megan Renee

Role Corporate Controller & CAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	152	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	52	$107.15	$6K

Holdings After Transaction: Common Stock — 1,961 shares (Direct)

Footnotes (1)

1. F1. Represents vesting of 25% of the time-based restricted share units granted on February 13, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Timken (TKR) report for Megan Renee Lanzarotta?

Timken’s corporate controller and CAO, Megan Renee Lanzarotta, reported one share acquisition and one share disposition. She received 152 common shares as a grant and had 52 shares withheld to satisfy tax obligations related to vested restricted share units.

How many Timken (TKR) shares did Megan Lanzarotta acquire and at what price?

Megan Lanzarotta acquired 152 Timken common shares at a stated price of $0. These shares came from the vesting of time-based restricted share units originally granted on February 13, 2025, reflecting equity compensation rather than an open-market purchase.

Why were 52 Timken (TKR) shares disposed of in this Form 4 filing?

The 52 Timken shares were disposed of to pay tax liabilities tied to the vesting of restricted share units. The shares were valued at $107.15 each, and this transaction is characterized as a tax-withholding disposition rather than a traditional open-market sale.

What is Megan Lanzarotta’s Timken (TKR) share ownership after these transactions?

After the reported transactions, Megan Lanzarotta directly owned 1,961 Timken common shares. This figure reflects both the 152-share equity award from restricted share unit vesting and the 52-share tax-withholding disposition on February 13, 2026.

What does the footnote in Megan Lanzarotta’s Timken (TKR) Form 4 explain?

The footnote explains that the 152 acquired shares represent vesting of 25% of time-based restricted share units originally granted on February 13, 2025. This clarifies that the transaction is equity compensation vesting, not an open-market stock purchase.

Is Megan Lanzarotta’s Timken (TKR) Form 4 filing an open-market buy or sell?

The filing does not show open-market buying or selling. It reports an equity award of 152 shares from vesting restricted share units and a 52-share tax-withholding disposition to cover related tax obligations, both typical elements of stock-based executive compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/18/2026 - 04:20 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lanzarotta Megan Renee

(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)
	Corporate Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)	02/13/2026		A		152	A	$0	2,013	D
Common Stock	02/13/2026		F		52	D	$107.15	1,961	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 13, 2025.

Remarks:

	/s/ Megan Renee Lanzarotta	02/18/2026
	** 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.
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