TKR

• Second-quarter 2026 net sales were $1.26 billion, up 7.5% from the prior year, with organic sales up 4.4%.
• Net income margin was 2.3% (down from 6.7%), while adjusted EBITDA margin improved to 19.6% from 17.7%.
• The company raised its 2026 adjusted EPS outlook to $6.05-$6.35 and now expects full-year EPS of $3.75-$4.05, with revenue growth of approximately 5.5% at the midpoint.
• Engineered Bearings sales rose 3.8% to $807.0 million; Industrial Motion sales increased 14.6% to $453.9 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stephen P. Ribaudo, age 41, was appointed Executive Vice President and Chief Operating Officer of The Timken Company, effective September 1, 2026.
• His compensation includes a base salary of $670,000 per year, a target short-term incentive of 80% of base salary, and a first-year long-term equity target of at least $1,794,000.
• He will receive a $250,000 cash sign-on payment and a $1,000,000 make-whole time-based RSU award vesting over three years.
• Timothy A. Graham will be appointed Executive Vice President and Chief Commercial Officer, effective upon Ribaudo's start date.
• Ribaudo will enter into a Severance Agreement providing for severance payments and benefits, with enhanced terms in case of a qualifying termination within two years after a change in control.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events

• The new credit agreement provides a $1.2 billion unsecured revolving credit facility that matures on July 2, 2031.
• Proceeds will be used to refinance the existing revolving credit agreement and for general corporate purposes, including working capital, capital expenditures, permitted acquisitions, and debt repayment or refinancing.
• Interest rates and facility fees are based on grid pricing determined by the Company's debt rating.
• The credit agreement includes customary covenants, including financial covenants requiring the Company to maintain a consolidated net leverage ratio and a consolidated interest coverage ratio.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The letter agreement provides special treatment of certain existing and future short-term and long-term incentive compensation awards.
• The agreement is intended to recognize Patel's contributions and encourage his continued employment through at least June 30, 2028.
• At the 2026 Annual Meeting, shareholders elected twelve directors, each for a one-year term expiring in 2027.
• Shareholders approved advisory say-on-pay, ratified Ernst & Young as auditor, and did not approve a shareholder proposal on special meeting rights.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Diluted EPS was $1.40, up from $1.11; adjusted EPS was $1.67, up from $1.40.
• Net income margin was 8.0%, up from 6.9%; adjusted EBITDA margin was 18.8%, up from 18.2%.
• The company raised its 2026 outlook: EPS now expected at $4.70-$5.20, adjusted EPS at $5.75-$6.25.
• Revenue growth for 2026 is now planned at approximately 5% at the midpoint, up from prior 3%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Timothy A. Graham will assume interim officer leadership for the Engineered Bearings business segment.
• An external search has been launched for a permanent officer successor.
• Roellgen is domiciled in Europe, so an amended 8-K may be filed for additional terms.
• The company thanked Roellgen for his years of service as an officer.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• On February 13, 2026, The Timken Company's Board approved a new 2026 Share Purchase Plan effective March 1, 2026.
• The plan authorizes the purchase of up to ten million of the company's outstanding common shares.
• The 2026 Share Purchase Plan expires on February 28, 2031 and replaces the prior plan ending February 28, 2026.
• The report was filed under Item 8.01 as an other event disclosure.

8.01 Other Events

• James F. Palmer and The Timken Company mutually agreed on February 13, 2026 that he will retire effective March 31, 2026.
• Palmer currently serves as Chair of the Audit Committee and a member of the Compensation Committee.
• His retirement supports the planned transition of the Audit Committee chair role to Sarah C. Lauber.
• The company thanked Palmer for his contributions during his board service.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements