Timken SEC Filings

Timken Corporate Controller & CAO Megan Renee Lanzarotta reported multiple equity awards and related share movements dated February 12, 2026. She acquired 245 shares of common stock at $0, reflecting the vesting of previously granted performance-based restricted share units after compensation committee approval.

On the same date she received a grant of 575 time-based restricted share units, which vest 25% per year, and a separate grant of 850 performance-based restricted share units tied to performance between January 1, 2026 and December 31, 2028. The filing also shows a disposition of 84 common shares at $108.74 to cover tax liabilities, leaving her with 1,861 common shares held directly.

Timken president and CEO Lucian Boldea reported equity awards in the form of restricted share units (RSUs). On February 12, 2026, he acquired 23,500 time-based RSUs that vest 25% each year and 35,225 performance-based RSUs that depend on performance criteria measured from January 1, 2026 to December 31, 2028. Both RSU grants are derivatives tied to Timken common stock, were recorded at a price of $0 per unit, and are held as direct beneficial ownership.

The Timken Company approved a new share repurchase plan that allows it to buy back up to ten million of its outstanding common shares. The 2026 Share Purchase Plan becomes effective on March 1, 2026 and will remain in place until February 28, 2031.

The company may repurchase shares over time through open market purchases, privately negotiated transactions, accelerated share repurchases, or Rule 10b5-1 plans. This new plan replaces Timken’s prior share purchase plan, which ends on February 28, 2026.

The Timken Company reported that director James F. Palmer will retire from its board effective March 31, 2026. Palmer currently serves as Chair of the Audit Committee and is also a member of the Compensation Committee.

The company stated that his retirement is a mutual decision and is not the result of any financial or accounting issue or any disagreement with the board or the company on such matters. The transition supports the planned appointment of Sarah C. Lauber as the new Audit Committee chair.

The Timken Company reported 2025 net sales of $4.6 billion, essentially flat year over year, while net income attributable to the company declined to $288.4 million and diluted EPS fell to $4.11 from $4.99. Results reflected favorable pricing, acquisitions and currency offset by lower volume, unfavorable mix, higher tariffs, and increased impairment and pension remeasurement charges.

Backlog reached $2.21 billion at December 31, 2025, with about 92% scheduled for delivery within 12 months. Timken reduced total debt by $141 million, repurchased 779,300 shares, and increased its dividend by 3%, extending its streak to twelve consecutive years of higher annual dividends.

The company highlighted progress on sustainability, cutting greenhouse gas emissions intensity by about 42% from its 2018 baseline through 2024 toward a 50% reduction target by 2030. For 2026, Timken expects revenue to grow 2%–4%, mainly from higher demand, pricing and favorable currency, with earnings also anticipated to increase.

American Century entities reported a 4.3% passive ownership stake in The Timken Company’s common stock. American Century Investment Management, American Century Companies, and the Stowers Institute for Medical Research jointly report beneficial ownership of 2,974,175 shares, with sole voting power over 2,874,333 shares and sole dispositive power over 2,974,175 shares.

The filers state that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Timken. This amended Schedule 13G reflects their position as of the event date of 12/31/2025, below the 5% ownership threshold.

Timken Corporate Controller & CAO Megan Renee Lanzarotta reported equity compensation activity in Timken common stock. On February 10, 2026, she acquired 53 shares at $0 under a grant or award, tied to the vesting of 25% of time-based restricted share units granted on February 10, 2022.

On the same date, 18 shares were disposed of at $109.23 in a transaction coded as payment of tax liability by delivering securities. After these transactions, she directly owned 1,700 shares of Timken common stock.

Timken Chief Technology Officer John Raymond Szarka reported equity award activity in company common stock. On February 10, 2026, he acquired 168 shares of common stock at $0 per share, reflecting vesting of 25% of time-based restricted share units originally granted on February 10, 2022.

On the same date, 58 shares of common stock were disposed of at $109.23 per share to cover tax obligations through share withholding. Following these transactions, Szarka directly owned 2,843 shares of Timken common stock.

Timken executive Karl Andreas Roellgen reported an equity award in company stock. As EVP & President, Engineered Bearings, he acquired 850 shares of Timken common stock on February 10, 2026 at a stated price of $0, reflecting vesting of a prior equity grant.

This represents 25% of time-based restricted share units originally granted on February 10, 2022. After this vesting, he holds 89,711 common shares directly and 4,818 shares indirectly through a TESOP plan, indicating a significant ongoing equity stake aligned with shareholders.