Director Timken Ward J Jr gifted 52,000 units of Common Stock, received a gift of 62,000 units of Common Stock, gifted 17,500 shares and received a gift of 7,500 shares, decreasing direct ownership by 18% to 266,366 units (SEC Form 4)
$TKR
Metal Fabrications
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TIMKEN CO [ TKR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1)(2) | 03/12/2026 | G | 52,000 | D | $0 | 273,866 | D | |||
| Common Stock | 03/12/2026 | G | 52,000 | A | $0 | 52,000 | I | By Spouse(3)(4) | ||
| Common Stock(5) | 03/12/2026 | G | 7,500 | D | $0 | 266,366 | D | |||
| Common Stock | 03/12/2026 | G | 7,500 | A | $0 | 10,310 | I | By Spouse(3) | ||
| Common Stock(6) | 03/13/2026 | G | 10,000 | D | $0 | 310 | I | By Spouse(3) | ||
| Common Stock | 03/13/2026 | G | 10,000 | A | $0 | 10,000 | I | By self as beneficiary(7) | ||
| Common Stock | 200,000 | I | By Self as Manager of LLC(8) | |||||||
| Common Stock | 125,000 | I | By Self as Co-Trustee | |||||||
| Common Stock | 53,000 | I | By self as Co-Trustee and beneficiary(9) | |||||||
| Common Stock | 6,000 | I | By self as Co-Trustee(3)(10) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. All transactions described in this report on Form 4 represent gifts by the reporting person and the reporting person's spouse made for estate planning purposes. |
| 2. Represents gift of shares (also reported in the subsequent line) to the The Ward J Timken Jr Irrev Trust with the reporting person's spouse as a beneficiary. |
| 3. DISCLAIMER: Undersigned disclaims all beneficial ownership. |
| 4. By spouse as a beneficiary to the The Ward J Timken Jr Irrev Trust. |
| 5. Represents gift of shares to the reporting person's spouse (also reported in the subsequent line). |
| 6. Represents gift of shares by the reporting person's spouse (also reported in the subsequent line) to The Jane M Timken Irrev Trust with the reporting person as a beneficiary of that trust. |
| 7. By self as beneficiary of the The Jane M Timken Irrev Trust. |
| 8. By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members. |
| 9. By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr. |
| 10. By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren |
| Remarks: |
| /s/ Ward J. Timken, Jr. | 03/13/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||