Graham Timothy Alan 4

What Happened

• Timothy Alan Graham, EVP and President, Industrial Motion at Timken (TKR), received equity awards and had shares withheld to cover taxes on Feb 12, 2026. The filing shows:
  • 2,029 shares acquired (vested performance-based restricted share units) at $0.00 (F1).
  • 552 shares disposed (withheld) at $108.74 each for tax withholding, totaling $60,024 (F).
  • 3,350 time-based restricted share units granted at $0.00 (F2).
  • 5,025 performance-based restricted share units granted at $0.00 (F3).
• The awards are compensation (not open-market purchases). The 552-share sale was a routine tax withholding, not a market-sale decision.

Key Details

• Transaction date: February 12, 2026. Filing date: February 17, 2026 (appears filed one business day late; Form 4 is due within two business days).
• Prices/values: tax withholding sale — 552 shares @ $108.74 = $60,024. Awards reported at $0.00 (typical for RSU grants/vests).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes:
  • F1: 2,029 shares = vesting of performance-based RSUs granted Feb 9, 2023 after performance metrics approved Feb 12, 2026.
  • F2: 3,350 time-based RSUs vesting 25% per year.
  • F3: 5,025 performance-based RSUs subject to performance criteria for 2026–2028.
• Transaction code F indicates tax withholding; A indicates award/grant.

Context

• RSUs are derivative compensation that convert to shares upon vesting; the grants/vests here increase his compensation stake rather than signaling a discretionary buy. The 552-share disposition was a withholding to satisfy tax liabilities — a common, administrative transaction.
• For retail investors: awards and tax-withholding sales are routine and do not necessarily imply insider confidence or concern about the stock; purchases (P) are typically more informative about insider sentiment.