What changed in this filing

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Item 3. Legal Proceedings

2025-02-20 compared with 2024-02-26 · 14 added, 37 removed, 15 unchanged (77% of the section changed)

1 unchanged sentence

The Company is involved in various claims and legal actions arising in the ordinary course of business.

SEC regulations require us to disclose certain information about environmental proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold.

Pursuant to such regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required as we believe matters under this threshold are not material to the Company.

In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations.

SEC regulations require us to disclose certain information about legal proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold.

Pursuant to such regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.

We believe matters under this threshold are not material to the Company.

In the opinion of management, the ultimate disposition of open proceedings as of December 31, 2024 will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations.

Mine Safety Disclosures

2 unchanged sentences

The executive officers are elected by the Board of Directors normally for a term of one year and until the election of their successors.

All executive officers have been employed by Timken during the past five-year period.

All executive officers, except Tarak B.

Mehta, have been employed by Timken for the past five years.

Mehta joined the Company on September 5, 2024.

The executive officers of the Company as of February 20, 2025 are as follows:

4 unchanged sentences

Fracassa 56 2014 Executive Vice President and Chief Financial Officer

Kyle 58 2014 President and Chief Executive Officer

Patel 43 2019 Vice President, General Counsel and Secretary

2019 Vice President - Legal and Corporate Secretary

2018 Director - Legal and Corporate Secretary

Natasha Pollock 49 2021 Vice President, Human Resources

Mehta 58 2024 President and Chief Executive Officer

2022 President Motion Business – ABB Ltd

2016 President Electrification – ABB Ltd

Patel 44 2024 Executive Vice President, General Counsel and Secretary

2019 Vice President, General Counsel and Secretary

Natasha Pollock 50 2024 Vice President, Chief Human Resources Officer

2021 Vice President, Human Resources

2020 Director - Human Resources

2015 General Manager - Human Resources

Andreas Roellgen 57 2022 Executive Vice President and President of Engineered Bearings

2016 Vice President - Europe, Asia and Africa

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common shares are traded on the New York Stock Exchange under the symbol “TKR".

The estimated number of record holders of the Company’s common shares at December 31, 2023 was 2,882.

The estimated number of beneficial shareholders at December 31, 2023 exceeds 100,000.

During the quarter ended December 31, 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K).

Issuer Purchases of Common Shares:

The following table provides information about purchases of its common shares by the Company during the quarter ended December 31, 2023.

Period Total number

of shares purchased (1)

price paid per share (2)

Total number of

shares purchased as

part of publicly

plans or programs Maximum number

of shares that may

yet be purchased

plans or programs (3)

10/1/2023 - 10/31/2023 310,627 $ 71.68 310,000 2,778,990

11/1/2023 - 11/30/2023 130,454 71.30 130,000 2,648,990

12/1/2023 - 12/31/2023 15,391 75.34 10,000 2,638,990

Total 456,472 $ 71.70 450,000 —

(1) Of the shares purchased in October, November and December, 627, 454 and 5,391 respectively, represent common shares of the Company that were owned and tendered by employees to exercise stock options, and to satisfy withholding obligations in connection with the exercise of stock options and vesting of restricted shares.

(2) For shares tendered in connection with the vesting of restricted shares, the average price paid per share is an average calculated using the daily high and low of the Company’s common shares as quoted on the New York Stock Exchange at the time of vesting.

For shares tendered in connection with the exercise of stock options, the price paid is the real-time trading share price at the time the options are exercised.

(3) On February 12, 2021, the Company's Board of Directors approved a share repurchase plan, effective March 1, 2021, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate.

This share purchase plan expires on February 28, 2026.

Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transactio n, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings