Controls and Procedures
−Removed: As of the end of the period covered by this Annual Report on Form 10-K, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).
+Added: As of the end of the period covered by this Annual Report on Form 10-K, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company's principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).
Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
6 unchanged sentences
Timken management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.
−Removed: In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
+Added: In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013 framework).
Based on this assessment under COSO’s “Internal Control–Integrated Framework,” management believes that, as of December 31, 2025, Timken’s internal control over financial reporting is effective.
−Removed: During 2024, the Company completed the acquisition of CGI.
−Removed: The results of this acquisition are included in the Company's consolidated financial statements for 2024.
−Removed: The total and net assets of this acquisition represented 3% of the Company's total assets and 5% of the Company's net assets as of December 31, 2024.
−Removed: The net sales of this acquisition in the aggregate represented less than 1% of the Company's consolidated net sales for 2024.
−Removed: The scope of the Company's assessment of the effectiveness of internal control over financial reporting does not include the CGI acquisition noted above.
−Removed: This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from the Company's scope in the year of acquisition.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K.
4 unchanged sentences
In our opinion, The Timken Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of CGI, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 3% and 5% of total and net assets, respectively, as of December 31, 2024 and less than 1% of revenues for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of CGI, Inc.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 20, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 13, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information
−Removed: Not applicable .
+Added: During the quarter ended December 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: On August 14, 2025, Megan Lanzarotta was appointed Corporate Controller and Chief Accounting Officer of the Company.
+Added: Lanzarotta, age 38, had previously served as Director – Accounting & Reporting at the Company since July 2024 and has over 14 years of experience with the Company in various roles of increasing responsibility within the finance and accounting functions, including as Operations Controller from August 2021 until July 2024 and Manager – Accounting & Consolidations from April 2017 until August 2021.
+Added: As Corporate Controller and Chief Accounting Officer, Ms.
+Added: Lanzarotta receives an annual base salary and is eligible for the standard benefits that all salaried employees receive.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: Required information is set forth under the caption "Nominees" and " Insider Trading Policy " in the proxy statement filed in connection with the annual meeting of shareholders to be held on or abou t May 2, 2025 (the "Proxy Statement"), and is incorporated herein by reference.
+Added: Required information is set forth under the caption "Nominees", " Insider Trading Policy ", and "Delinquent Section 16(a) Reports" in the proxy statement filed in connection with the annual meeting of shareholders to be held on or abou t May 8, 2026 (the "Proxy Statement"), and is incorporated herein by reference.
Information regarding the executive officers of the registrant is included in Part I hereof.
Information regarding the Company’s Audit Committee and its Audit Committee Financial Experts is set forth under the caption “Audit Committee” in the Proxy Statement, and is incorporated herein by reference.
−Removed: The General Policies and Procedures of the Board of Directors of the Company and the charters of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are also available on the Company’s website at https://investors.timken.com/corporate-governance/documents/default.aspx and are available to any shareholder upon request to the Executive Vice President, General Counsel and Secretary.
+Added: The General Policies and Procedures of the Board of Directors of the Company and the charters of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are also available on the Company’s website at https://investors.timken.com/corporate-governance/documents/ and are available to any shareholder upon request to the Executive Vice President, General Counsel and Secretary.
The information on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K.
The Company has adopted a code of ethics that applies to all of its employees, including its principal executive officer, principal financial officer and principal accounting officer, as well as its directors.
−Removed: The Company’s code of ethics, The Timken Company Standards of Business Ethics Policy, is available on its website at https://investors.timken.com/corporate-governance/documents/default.aspx.
+Added: The Company’s code of ethics, The Timken Company Standards of Business Ethics Policy, is available on its website at https://investors.timken.com/corporate-governance/documents/.
The Company intends to disclose any amendment to, or waiver from, its code of ethics by posting such amendment or waiver, as applicable, on its website.
10 unchanged sentences
(a)(1) - Financial Statements are included in Part II, Item 8 of the Annual Report on Form 10-K.
−Removed: (a)(2) - Schedule II - Valuation and Qualif ying Accounts is submitted as a separate section of this report.
−Removed: Schedules I, III, IV and V are not applicable to the Company and, therefore, have been omitted.
+Added: (a)(2) - Schedules I, II, III, IV and V are not applicable to the Company and, therefore, have been omitted.
(a)(3) - Listing of Exhibits
6 unchanged sentences
1-1169) and is incorporated herein by reference.*
−Removed: Indenture, dated as of August 20, 2014, by and between The Timken Company and The Bank of New York Mellon Trust Company, N.A., was filed on August 20, 2014 with Form 8-K (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
Indenture, dated as of September 6, 2018, by and between The Timken Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, was filed on September 6, 2018 with Form 8-K (Commission File No.
11 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Description of The Timken Company Common Shares, as attached hereto as Exhibit 4.8.
+Added: Description of The Timken Company Common Shares, was filed on February 20, 2025 with Form 10-K (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
The Company is also a party to agreements with respect to other long-term debt in total amount less than 10% of the Registrant's consolidated total assets.
32 unchanged sentences
1-1169) and is incorporated herein by reference.
+Added: Severance Agreement, by and between The Timken Company and Lucian Boldea, dated as of September 1, 2025, was filed on October 29, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
+Added: Separation Agreement and Release, dated as of March 31, 2025, by and between Tarak B.
+Added: Mehta and The Timken Company, was filed on April 30, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
Form of Indemnification Agreement for Directors was filed on February 14, 2020 with Form 10-K (Commission File No.
70 unchanged sentences
Deferred Shares Agreement, entered into with Christopher A.
−Removed: Coughlin on February 10, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as attached hereto as Exhibit 10.1.
+Added: Coughlin on February 10, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on February 20, 2025 with Form 10-K (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
Deferred Shares Agreement, entered into with Philip D.
−Removed: Fracassa on December 7, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as attached hereto as Exhibit 10.2.
+Added: Fracassa on December 7, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on February 20, 2025 with Form 10-K (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
+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 from time to time, was filed on April 30, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (three year cliff vesting), as adopted February 7, 2019 and to be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019 with Form 10-Q (Commission File No.
18 unchanged sentences
1-1169) and is incorporated herein by reference.
+Added: Performance-Based Restrictive Stock Units Agreement, entered into with Lucian Boldea on September 2, 2025 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated, was filed on October 29, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
+Added: Performance-Based Restrictive 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, was filed on April 30, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
+Added: Performance-Based Restrictive 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, was filed on April 30, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement, as adopted February 7, 2019 and pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission File No.
8 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Form of Time-Based Restricted Stock Unit Agreement, as adopted November 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated, as attached hereto as Exhibit 10.3.
+Added: Form of Time-Based Restricted Stock Unit Agreement, as adopted November 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated was filed on February 20, 2025 with Form 10-K (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
+Added: Time-Based Restrictive Stock Units Agreement (4-year vesting), entered into with Lucian Boldea on September 2, 2025 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated, was filed on October 29, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
+Added: Time-Based Restrictive Stock Units Agreement (3-year vesting), entered into with Lucian Boldea on September 2, 2025 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated, was filed on October 29, 2025 with Form 10-Q (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement for Nonemployee Directors (new member grant), as adopted February 7, 2019, was filed on May 1, 2019 with Form 10-Q (Commission File No.
10 unchanged sentences
Listing of Exhibits (continued)
−Removed: Description of The Timken Company Common Shares, as attached hereto as Exhibit 4.8.
−Removed: Deferred Shares Agreement, entered into with Christopher A.
−Removed: Coughlin on February 10, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan.
−Removed: Deferred Shares Agreement, entered into with Philip D.
−Removed: Fracassa on December 7, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan.
−Removed: Form of Time-Based Restricted Stock Unit Agreement, as adopted November 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated.
−Removed: Statement of Policy Regarding Trading In Stock and Prohibiting the Improper Use or Disclosure of Material, Non-public Information (effective August 2, 2023).
+Added: Policy Regarding Trading in Stock and Prohibiting the Improper Use or Disclosure of Material, Non-public Information (effective December 31, 2025).
A list of subsidiaries of the Registrant.
13 unchanged sentences
THE TIMKEN COMPANY
−Removed: /s/ Philip D.
−Removed: Mehta Philip D.
−Removed: President, Chief Executive Officer and Director Executive Vice President and Chief Financial Officer
−Removed: (Principal Executive Officer) (Principal Financial Officer and Principal
−Removed: Accounting Officer)
+Added: /s/ Lucian Boldea By:
+Added: /s/ Michael A.
+Added: Lucian Boldea Michael A.
+Added: President, Chief Executive Officer and Director Vice President and Chief Financial Officer
+Added: (Principal Executive Officer) (Principal Financial Officer)
February 13, 2026 Date:
February 13, 2026
+Added: Corporate Controller and Chief Accounting Officer
+Added: (Principal Accounting Officer)
+Added: February 13, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Crowe, Director James F.
+Added: /s/ Lucian Boldea * By:
+Added: Lucian Boldea, Director James F.
Palmer, Director
1 unchanged sentence
February 13, 2026
−Removed: /s/ Elizabeth A.
−Removed: Harrell * By:
−Removed: Harrell, Director Ajita G.
+Added: Crowe, Director Ajita G.
Rajendra, Director
1 unchanged sentence
February 13, 2026
−Removed: /s/ Richard G.
+Added: /s/ Elizabeth A.
+Added: Harrell * By:
/s/ Kimberly K.
−Removed: Kyle, Director Kimberly K.
+Added: Harrell, Director Kimberly K.
Ryan, Director
1 unchanged sentence
February 13, 2026
−Removed: Lauber, Director Frank C.
+Added: /s/ Richard G.
+Added: Kyle, Director Frank C.
Sullivan, Director
1 unchanged sentence
February 13, 2026
−Removed: Leombruno * By:
−Removed: Leombruno, Director John M.
+Added: Lauber, Director John M.
Timken, Jr., Director
1 unchanged sentence
February 13, 2026
−Removed: /s/ Christopher L.
−Removed: Christopher L.
−Removed: Mapes, Director Ward J.
+Added: Leombruno * By:
+Added: Leombruno, Director Ward J.
Timken, Jr., Director
1 unchanged sentence
February 13, 2026
−Removed: /s/ Philip D.
−Removed: Mehta, Director Philip D.
−Removed: Fracassa, attorney-in-fact
+Added: /s/ Christopher L.
+Added: /s/ Michael A.
+Added: Christopher L.
+Added: Mapes, Director Michael A.
+Added: Discenza, attorney-in-fact
February 13, 2026 * By authority of Power of Attorney
1 unchanged sentence
February 13, 2026
−Removed: Schedule II—Valuation and Qualifying Accounts
−Removed: The Timken Company and Subsidiaries
−Removed: Allowance for uncollectible accounts:
−Removed: 2024 2023 2022
−Removed: Balance at beginning of period $ 17.1 $ 17.9 $ 16.9
−Removed: Charged to costs and expenses (1)
−Removed: 7.2 ( 1.0 ) 3.7
−Removed: Charged to costs and expenses (3)
−Removed: ( 3.6 ) 0.2 0.4
−Removed: Charged to other accounts (2)
−Removed: 0.8 ( 0.4 ) 2.3
−Removed: Balance at end of period $ 21.5 $ 17.1 $ 17.9
−Removed: Allowance for surplus and obsolete inventory:
−Removed: 2024 2023 2022
−Removed: Balance at beginning of period $ 73.7 $ 58.4 $ 63.3
−Removed: Charged to costs and expenses (4)
−Removed: 20.9 25.0 12.9
−Removed: Charged to other accounts (2)
−Removed: ( 6.8 ) 7.9 1.2
−Removed: Deductions (5)
−Removed: 14.4 17.6 19.0
−Removed: Balance at end of period $ 73.4 $ 73.7 $ 58.4
−Removed: Valuation allowance on deferred tax assets:
−Removed: 2024 2023 2022
−Removed: Balance at beginning of period $ 39.3 $ 31.3 $ 31.0
−Removed: Charged to costs and expenses (6)
−Removed: 11.7 10.6 3.1
−Removed: Charged to costs and expenses (7)
−Removed: Charged to other accounts (2)
−Removed: Balance at end of period $ 48.7 $ 39.3 $ 31.3
−Removed: (1) Provision for uncollectible accounts included in expenses.
−Removed: (2) Currency translation and change in reserves due to acquisitions, net of divestitures.
−Removed: (3) Actual accounts written off against the allowance, net of recoveries.
−Removed: (4) Provision for surplus and obsolete inventory included in expenses.
−Removed: (5) Inventory items written off against the allowance.
−Removed: (6) Increase in valuation allowance is recorded as a component of the provision for income taxes.
−Removed: (7) Amount relates to the reversal of valuation allowances and was recorded as a component of the provision for income taxes.
−Removed: The Company released $ 0.9 million of foreign valuation allowances for the year ended December 31, 2024.
−Removed: Refer to Note 5 - Income Taxes in the Notes to the Consolidated Financial Statements for further discussion on valuation allowance reversals.
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.