Patel Hansal N. 4

What Happened

• Hansal N. Patel, Executive Vice President, General Counsel and Secretary of Timken Co. (TKR), had 6,110 performance-based restricted shares vest on Feb 12, 2026 (awarded at $0.00). To satisfy tax withholding, 1,851 shares were disposed of at $108.74 each for proceeds of $201,278. In addition, Patel received grants of 4,025 time-based restricted share units and 6,025 new performance-based restricted share units on the same date (both awarded at $0.00).

Key Details

• Transaction date: February 12, 2026 (filed Feb 17, 2026). Filing appears timely (within required reporting window).
• Sale for tax withholding: 1,851 shares @ $108.74 = $201,278 (code F — payment of tax liability).
• Vesting award: 6,110 shares (code A) vested from prior performance RSUs (original grant Feb 9, 2023; performance metrics approved Feb 12, 2026).
• New grants: 4,025 time-based RSUs (vest 25% per year) and 6,025 performance-based RSUs (subject to performance criteria for 2026–2028).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 = vesting of 2023 performance RSUs after performance approval; F2 = time-based RSUs vesting schedule; F3 = new performance RSUs tied to 2026–2028 performance.

Context

• This filing largely reflects routine equity compensation activity: performance RSUs vesting and a share disposition to cover tax withholding. The sale was not an open-market directional sale but a withhold-to-cover tax action. New RSU grants increase future incentive alignment but will vest only if time or performance conditions are met.