Discenza Michael Anthony 4

What Happened
Michael Anthony Discenza, Chief Financial Officer of Timken Co. (TKR), exercised 1,825 stock options on Feb 24, 2026 by paying $44.65 per share (cost ≈ $81,486). Immediately following the exercise/conversion, 293 shares were surrendered to cover tax withholding (value ≈ $32,110) and 1,532 shares were sold in the open market at a weighted average price of $109.59 for gross proceeds of ≈ $167,892. The sequence effectively represents a cashless exercise where newly acquired shares were used to satisfy tax obligations and to sell remaining shares.

Key Details

• Transaction date: 2026-02-24; Form 4 filed 2026-02-26 (timely filing).
• Exercise: 1,825 options exercised at $44.65/share (total cost ≈ $81,486).
• Tax withholding: 293 shares withheld/disposed at $109.59/share (≈ $32,110).
• Open-market sale: 1,532 shares sold at a weighted average price of $109.59/share (≈ $167,892). Prices for the sale ranged $109.58–$109.62 per footnote; $109.59 is the weighted average.
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes: F1 notes sale executed in multiple trades with prices $109.58–$109.62; F2 indicates the 1,825 options came from a 2/12/2018 grant (5,650 options) that vested 25% per year from grant date.

Context

• This was an exercise of vested stock options followed by sales (a common liquidity/cashless exercise), not a straightforward purchase. Such transactions are routine for executives exercising long-dated grants and do not by themselves indicate a change in view on the company.
• Transaction codes: M = option exercise/conversion, F = tax withholding, S = open-market sale.