Szarka John Raymond 4

What Happened

• John Raymond Szarka, Senior Vice President and Chief Technology Officer of Timken Co. (TKR), received 868 shares upon vesting of performance-based restricted stock units and had 288 shares withheld to cover tax obligations (disposition reported at $108.74/share, $31,317 total). Net shares retained from this vesting were about 580 shares.
• In addition, Szarka was granted 1,250 time-based restricted share units (RSUs) that vest 25% per year, and 1,850 performance-based RSUs subject to performance measures for the 2026–2028 period. The reported acquisitions show $0.00 per share because these are awards, not open-market purchases.

Key Details

• Transaction date: February 12, 2026; Form filed February 17, 2026 (timely within two business days).
• Vested/awarded: 868 shares (performance RSUs vested). Withheld for taxes: 288 shares at $108.74 each = $31,317 (reported as a disposition for tax withholding).
• New grants: 1,250 time-based RSUs (vest 25%/year) and 1,850 performance-based RSUs (performance period Jan 1, 2026–Dec 31, 2028).
• Shares owned after transaction: not disclosed in the filing; net new shares retained from this vesting were ~580 (868 vested − 288 withheld).
• Footnotes: F1 confirms the 868-share award is vesting of performance-based RSUs granted Feb 9, 2023 following Committee approval on Feb 12, 2026; F2 and F3 describe the terms of the new time- and performance-based RSU grants.
• Transaction codes: A = award/grant; F = payment of tax liability via share withholding (routine).

Context

• This filing reflects a routine RSU vesting and withholding to satisfy tax obligations, not an open-market buy or sell for investment purposes. The disposal of 288 shares was solely to cover taxes (common with equity awards).
• The newly granted RSUs are derivative awards (rights to future shares if vesting/performance conditions are met) and do not represent an immediate cash purchase or sale.