Other Information
−Removed: During the fiscal quarter ended September 30, 2024, 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).
−Removed: Deferred Shares Agreement, entered into with Tarak Mehta on September 5, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated.
+Added: During the fiscal quarter ended March 31, 2025, 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).
+Added: Separation Agreement and Release, dated as of March 31, 2025, by and between Tarak B.
+Added: Mehta and The Timken Company.
+Added: Performance-Based Restricted Stock Units Agreement, dated as of April 22, 2025, by and between The Timken Company and Richard G.
+Added: Kyle (covering the performance period from January 1, 2023 through December 31, 2025), granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.
+Added: Performance-Based Restricted Stock Units Agreement, dated as of April 22, 2025, by and between The Timken Company and Richard G.
+Added: Kyle (covering the performance period from January 1, 2024 through December 31, 2026), granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.
+Added: Deferred Shares Agreement, dated as of April 22, 2025, by and between The Timken Company and Richard G.
+Added: Kyle, granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.
Certification of Richard G.
−Removed: Kyle, Advisor to the CEO (principal executive officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Kyle, President and Chief Executive Officer (principal executive officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Philip D.
1 unchanged sentence
Certifications of Richard G.
−Removed: Kyle, Advisor to the CEO (principal executive officer) and Philip D.
+Added: Kyle, President and Chief Executive Officer (principal executive officer) and Philip D.
Fracassa, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of The Timken Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Financial statements from the quarterly report on Form 10-Q of The Timken Company for the quarter ended September 30, 2024 filed on November 5, 2024, formatted in Inline XBRL:
+Added: Financial statements from the quarterly report on Form 10-Q of The Timken Company for the quarter ended March 31, 2025 filed on April 30, 2025, formatted in Inline XBRL:
(i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
2 unchanged sentences
THE TIMKEN COMPANY
−Removed: November 5, 2024 By:
+Added: April 30, 2025 By:
/s/ Richard G.
−Removed: Advisor to the CEO
+Added: President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 5, 2024 By:
+Added: April 30, 2025 By:
/s/ Philip D.
2 unchanged sentences
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.