Discenza Michael Anthony 4

What Happened
Michael Anthony Discenza, Chief Financial Officer of Timken Co. (TKR), reported vesting and new restricted share unit (RSU) awards on 2026-02-12. A vested award of 1,510 shares was recorded (awarded at $0.00), and 421 shares were disposed at $108.74 each to satisfy tax withholding (proceeds ≈ $45,780). He also received two new RSU grants the same day: 5,475 time-based RSUs and 8,200 performance-based RSUs (both recorded at $0.00 as awards/derivatives).

Key Details

• Transaction date: 2026-02-12 (reported on Form 4 filed 2026-02-17).
• Disposition (tax withholding): 421 shares @ $108.74 = $45,780 (code F — surrendered to satisfy tax liability).
• Vested award: 1,510 shares @ $0.00 (performance-based RSUs vested following Compensation Committee approval).
• New grants (derivative/RSU): 5,475 time-based RSUs (vest 25% per year) and 8,200 performance-based RSUs (subject to performance criteria for 2026–2028).
• Shares owned after transaction: Not disclosed in the filing.
• Footnotes: F1 = vesting of performance RSUs granted Feb 9, 2023 after metrics approved Feb 12, 2026; F2 = 5,475 time‑based RSUs vesting 25%/yr; F3 = 8,200 performance RSUs tied to 2026–2028 performance.
• Timeliness: Form 4 filed 2026-02-17 for 2026-02-12 transactions — appears to be filed one business day late (Form 4 is generally due within two business days).

Context

• Code F dispositions typically reflect shares surrendered to cover tax withholding on vested awards and are routine; they do not necessarily indicate a voluntary market sale or change in sentiment.
• The new grants are RSUs (derivative awards) — time‑based RSUs vest over time and performance RSUs vest only if set targets are met during the performance period.