Lanzarotta Megan Renee 4

What Happened

• Megan R. Lanzarotta, Timken Co. (TKR) Corporate Controller & CAO, received vested and new restricted share unit (RSU) awards on 2026-02-12. She had 245 shares issued upon vesting of prior performance-based RSUs (awarded at $0). To cover tax withholding, 84 of those shares were surrendered/disposed at $108.74 each for a withholding value of $9,134. In addition, she was granted 575 time-based RSUs (vest 25% per year) and 850 new performance-based RSUs (subject to performance criteria for 1/1/2026–12/31/2028). Grant entries are reported at $0 because they are awards, not purchases.

Key Details

• Transaction date: 2026-02-12; Form filed: 2026-02-17 (filed within the typical 2-business-day window).
• Reported transactions and amounts:
  • 245 shares issued (vested performance RSUs) @ $0.00 (acquired).
  • 84 shares disposed (tax withholding) @ $108.74 = $9,134 (code F).
  • 575 time-based RSUs granted @ $0.00 (vest 25%/yr) (footnote F2).
  • 850 performance-based RSUs granted @ $0.00 (performance period 2026–2028) (footnote F3).
• Shares owned after the transaction: not reported on the Form 4.
• Footnotes: F1 = vesting of performance RSUs granted 2/9/2023 after Compensation Committee approval on 2/12/2026; F2 = time-based RSU vesting schedule; F3 = new performance RSUs with 2026–2028 performance period.
• Transaction codes: A = award/grant; F = tax withholding (surrender of shares to cover taxes).

Context

• This filing mainly documents routine equity compensation activity: settlement of vested RSUs and grants of additional RSUs. The 84-share disposition is a tax-withholding event (not an open-market sale) to satisfy tax liability from the vesting.
• Performance-based RSUs depend on future metrics; time-based RSUs vest over years. Such awards reflect company compensation practices and do not by themselves indicate insider buying or selling sentiment.