What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-10-29 · 182 added, 357 removed, 568 unchanged (49% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions, except per share data)

4 unchanged sentences

Impairment and restructuring charges 3.6 10.9

Gain on sale of real estate — ( 13.8 ) — ( 13.8 )

Operating Income 168.6 144.0

15 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

11 unchanged sentences

Consolidated Balance Sheets

(Dollars in millions) September 30,

(Dollars in millions) March 31,

2026 December 31,

2 unchanged sentences

Restricted cash 0.8 1.0

Accounts receivable, net 755.9 664.6

Accounts receivable, less allowances (2026 - $ 14.1 million;

2025 - $ 12.3 million)

Unbilled receivables 155.7 137.6

47 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(Dollars in millions)

4 unchanged sentences

Depreciation and amortization 58.9 55.1

Impairment charges — 2.0

Gain on sale of assets ( 1.4 ) ( 14.6 )

Deferred income tax benefit ( 10.0 ) ( 8.5 )

Loss (gain) on sale of assets 0.1 ( 1.0 )

Deferred income tax expense 2.0 —

Stock-based compensation expense 7.6 7.5

12 unchanged sentences

Capital expenditures ( 38.8 ) ( 35.2 )

Acquisitions, net of cash acquired — ( 167.7 )

Acquisitions, net of cash acquired of $ 6.9 million

Proceeds from disposal of property, plant and equipment — 1.9

Proceeds from divestitures, net of cash divested — 0.3

Investments in short-term marketable securities, net 6.1 0.8

Other, net — ( 0.2 )

Net Cash Used in Investing Activities ( 157.0 ) ( 32.5 )

8 unchanged sentences

Payments on long-term debt ( 218.9 ) ( 1.2 )

Deferred financing costs — ( 5.5 )

Short-term debt activity, net 4.1 ( 2.0 )

Noncontrolling interest dividends paid ( 15.0 ) ( 1.1 )

Proceeds from the sale of shares in Timken India Limited — 232.3

Other — ( 1.2 )

Net Cash Used in Financing Activities ( 206.8 ) ( 54.2 )

Net Cash Provided by (Used in) Financing Activities 102.1 ( 30.6 )

Effect of exchange rate changes on cash ( 4.3 ) 7.4

Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 77.9 ( 5.9 )

(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash ( 19.9 ) 2.9

Cash, cash equivalents and restricted cash at beginning of year 365.4 373.6

12 unchanged sentences

New Accounting Guidance Issued and Not Yet Adopted:

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 provides updated guidance to better align the capitalization of internal-use software costs with the software development lifecycle.

The amendments clarify which costs should be capitalized and when capitalization should begin.

For public entities, the guidance is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

ASU 2024-03 requires that a public entity disclose detailed information about types of expense.

7 unchanged sentences

The new guidance should be applied either prospectively to financial statements issued after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements.

The Company plans to apply the new guidance prospectively upon adoption of ASU 2024-03.

The Company is currently evaluating the other features of the new guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740).

ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid.

The amendments in this update require that public entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

The amendments require that all entities disclose on an annual basis the amount of income taxes paid disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

For public entities, the new guidance is effective for annual periods beginning after December 15, 2024.

The Company is preparing to adopt the new disclosure requirements beginning with its Annual Report on Form 10-K for the year ending December 31, 2025.

The Company plans to apply the new guidance prospectively upon adoption.

The Company's adoption of ASU 2024-03 is expected to result in enhanced disclosures.

Note 3 - Acquisitions

Acquisitions:

On March 18, 2026, the Company acquired certain assets and assumed certain liabilities in the United States and acquired 100 % of the equity of the international affiliates of Bijur Delimon International ("Bijur Delimon"), a leading global designer and manufacturer of automated lubrication systems.

Founded in 1872, Bijur Delimon operates manufacturing locations in the United States, Europe and Asia Pacific.

The acquisition of Bijur Delimon expands the Company's position in automated lubrication systems.

The total purchase price for this acquisition was $ 124.3 million, net of cash acquired of $ 6.9 million, subject to customary post-closing adjustments.

Results for Bijur Delimon are reported in the Industrial Motion segment.

The Company incurred acquisition-related costs of $ 1.1 million to complete this acquisition.

Acquisition costs are recorded in selling, general and administrative expenses on the Consolidated Statements of Income.

The following table presents the preliminary purchase price allocation at fair value for the Bijur Delimon acquisition as of March 31, 2026:

Initial Purchase

Price Allocation

Accounts receivable $ 11.1

Inventories 24.2

Other current assets 4.5

Property, plant and equipment 8.6

Goodwill 52.7

Other intangible assets 54.9

Other non-current assets 4.1

Total assets acquired $ 160.1

Accounts payable, trade $ 9.6

Salaries, wages and benefits 6.3

Other current liabilities 7.6

Deferred income taxes 10.7

Other non-current liabilities 1.6

Total liabilities assumed $ 35.8

Net assets acquired $ 124.3

The following table summarizes the preliminary purchase price allocation at fair valu e for identifiable intangible assets acquired in 2026:

Trade names $ 10.2 18 years

Technology and know-how 14.0 16 years

Customer relationships 30.6 17 years

Capitalized software 0.1 2 years

Total intangible assets $ 54.9

Note 3 - Acquisitions (continued)

The Company utilized a benchmarking approach based on the Company's prior acquisitions to determine the preliminary fair values for identified intangible assets and inventory.

Upon completion of the final purchase price allocation, the final fair values of the assets acquired, liabilities assumed and resulting goodwill may differ materially from the preliminary assessment.

Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and residual amounts will be allocated to goodwill.

The amounts in the table above represent the preliminary purchase price allocation for Bijur Delimon.

This purchase price allocation, including the residual amount allocated to goodwill, is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures based on the results of the preliminary valuation.

Given the proximity of the acquisition date to March 31, 2026, no elements of the purchase price allocation have been finalized as of March 31, 2026.

During the applicable measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values for those assets or liabilities as of that date.

The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.

Note 4 - Segment Information

2 unchanged sentences

The Company's Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer ("CEO").

The primary measurement used by the CODM to measure the financial performance of each segment is adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA").

The Company's CODM evaluates financial performance and allocates resources based on return on capital and profitable growth.

The primary measurement used by the CODM to measure the financial performance of each segment is adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA").

The CODM considers actual and budgeted results provided on a regular basis for both segment's profit measures when making decisions about allocating capital and personnel to the segments.

The following tables provide segment financial information and a reconciliation of segment results to consolidated results:

For the three months ended September 30, 2025:

Engineered Bearings Industrial Motion Total

Net sales $ 765.8 $ 391.3 $ 1,157.1

Cost of products sold (1)

( 542.9 ) ( 263.5 )

Selling, general and administrative expenses (2)

( 104.0 ) ( 65.8 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 144.2 $ 74.5 $ 218.7

Unallocated corporate expense ( 17.0 )

Impairment, restructuring and reorganization charges ( 4.5 )

Gain on the sale of certain assets 0.5

CEO transition expenses ( 6.7 )

Depreciation and amortization ( 58.6 )

Interest expense ( 27.3 )

Interest income 2.4

Income before income taxes $ 107.5

For the nine months ended September 30, 2025:

Engineered Bearings Industrial Motion Total

Net sales $ 2,303.9 $ 1,166.9 $ 3,470.8

Cost of products sold (1)

( 1,612.2 ) ( 785.2 )

Selling, general and administrative expenses (2)

( 309.7 ) ( 204.6 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 456.8 $ 214.2 $ 671.0

Unallocated corporate expense ( 53.0 )

Impairment, restructuring and reorganization charges ( 12.3 )

Gain on the sale of certain assets 1.8

CEO transition expenses ( 18.5 )

Depreciation and amortization ( 170.9 )

Interest expense ( 83.6 )

Interest income 7.7

Income before income taxes $ 342.2

Note 3 - Segment Information (continued)

For the three months ended September 30, 2024:

For the three months ended March 31, 2026:

Engineered Bearings Industrial Motion Total

10 unchanged sentences

Acquisition-related charges ( 1.8 )

Gain on the sale of certain assets 13.8

CEO transition expenses ( 1.5 )

Property losses and related expenses ( 0.9 )

Depreciation and amortization ( 58.9 )

2 unchanged sentences

Income before income taxes $ 142.9

For the nine months ended September 30, 2024:

For the three months ended March 31, 2025:

Engineered Bearings Industrial Motion Total

9 unchanged sentences

Impairment, restructuring and reorganization charges ( 3.1 )

Acquisition-related charges ( 10.8 )

Gain on the sale of certain assets 1.2

CEO transition expenses ( 8.6 )

Property losses and related expenses ( 1.1 )

Depreciation and amortization ( 55.1 )

8 unchanged sentences

The following tables provides additional segment financial information:

September 30,

2026 December 31, 2025

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Capital expenditures:

9 unchanged sentences

Note 5 - Revenue

The following table presents details deemed relevant to the users of the financial statements about total revenue for the three and nine months ended September 30, 2025 and 2024:

The following table presents details deemed relevant to the users of the financial statements about total revenue for the three months ended March 31, 2026 and 2025:

Three Months Ended Three Months Ended

September 30, 2025 September 30, 2024

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

United States $ 323.1 $ 205.1 $ 528.2 $ 310.4 $ 202.4 $ 512.8

Americas excluding the

United States 91.2 23.9 115.1 95.5 28.1 123.6

Europe / Middle East / Africa 150.0 135.2 285.2 139.9 124.0 263.9

Asia-Pacific 201.5 27.1 228.6 194.9 31.6 226.5

Net sales $ 765.8 $ 391.3 $ 1,157.1 $ 740.7 $ 386.1 $ 1,126.8

Nine Months Ended Nine Months Ended

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

5 unchanged sentences

Net sales $ 806.2 $ 425.1 $ 1,231.3 $ 760.7 $ 379.6 $ 1,140.3

Note 4 - Revenue (continued)

When reviewing revenue by sales channel, the Company separates net sales to original equipment manufacturers ("OEMs") from sales to distributors and end users.

The following table presents the approximate percent of revenue by sales channel for the nine months ended September 30, 2025 and 2024:

Nine Months Ended Nine Months Ended

Revenue by sales channel September 30, 2025 September 30, 2024

The following table presents the approximate percent of revenue by sales channel for the three months ended March 31, 2026 and 2025:

Three Months Ended Three Months Ended

Revenue by sales channel March 31, 2026 March 31, 2025

Original equipment manufacturers 60 % 60 %

Distribution/direct to end users 40 % 40 %

Note 5 - Revenue (continued)

In addition to disaggregating revenue by segment, geography and by sales channel as shown above, the Company believes information about the timing of transfer of goods or services and type of customer is also relevant.

During the nine months ended September 30, 2025 and September 30, 2024, approximately 9 % and 10 %, respectively, of total net sales were recognized over-time because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time.

Finally, business with the United States ("U.S.") government or its contractors represented approximately 7 % and 6 % of total net sales during the nine months ended September 30, 2025 and September 30, 2024, respectively.

During the three months ended March 31, 2026 and March 31, 2025, approximately 10 % and 9 %, respectively, of total net sales were recognized over-time because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time.

Finally, business with the United States ("U.S.") government or its contractors represented approximately 8 % and 7 % of total net sales during the three months ended March 31, 2026 and March 31, 2025, respectively.

Remaining Performance Obligations:

2 unchanged sentences

government or its contractors.

The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $ 233 million at September 30, 2025.

The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $ 149 million at March 31, 2026.

Unbilled Receivables:

The following table contains a rollforward of unbilled receivables for the nine months ended September 30, 2025 and the twelve months ended December 31, 2024:

September 30,

The following table contains a rollforward of unbilled receivables for the three months ended March 31, 2026 and the twelve months ended December 31, 2025:

2026 December 31,

3 unchanged sentences

Ending balance $ 155.7 $ 137.6

There were no impairment losses recorded on unbilled receivables for the nine months ended September 30, 2025 and the twelve months ended December 31, 2024.

There were no impairment losses recorded on unbilled receivables for the three months ended March 31, 2026 and the twelve months ended December 31, 2025.

Deferred Revenue:

The following table contains a rollforward of deferred revenue for the nine months ended September 30, 2025 and the twelve months ended December 31, 2024:

September 30,

The following table contains a rollforward of deferred revenue for the three months ended March 31, 2026 and the twelve months ended December 31, 2025:

2026 December 31,

Beginning balance, January 1 $ 55.7 $ 41.4

Acquisitions — 0.7

Revenue received or billed in advance of recognition 37.8 180.9

revenue recognized ( 45.0 ) ( 166.6 )

Acquisitions 0.3 —

Ending balance $ 48.8 $ 55.7

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Provision for income taxes $ 37.0 $ 26.9

Effective tax rate 25.9 % 22.7 %

Income tax expense for the three and nine months ended September 30, 2025 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate.

Income tax expense for the three months ended March 31, 2026 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate.

The effective tax rate differs from the U.S.

2 unchanged sentences

state and local income taxes, and other permanent differences (net).

The effective tax rate of 30.9 % for the three months ended September 30, 2025 was higher than the effective tax rate for the three months ended September 30, 2024 primarily due to the 2025 discrete impact of the accrual of withholding taxes on dividend distributions.

The effective tax rate of 26.5 % for the nine months ended September 30, 2025 was higher than the effective tax rate for the nine months ended September 30, 2024 primarily due to the net unfavorable impact of discrete items in comparison to the year ago period.

This was partially offset by a decrease in the mix of earnings in non-U.S.

jurisdictions with relatively higher tax rates.

The effective tax rate of 25.9 % for the three months ended March 31, 2026 was higher than the effective tax rate for the three months ended March 31, 2025 primarily due to favorable discrete items recognized in the prior period related to the reversal of accruals for uncertain tax positions to account for the expiration of statue of limitations in jurisdictions outside the United States.

This was partially offset by the mix of earnings in non-U.S.

jurisdictions with relatively higher tax rates and the impact of beneficial provisions effective in 2026 from the One Big Beautiful Bill Act (“OBBBA”).

Note 7 - Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income attributable to The Timken Company $ 98.2 $ 78.3

10 unchanged sentences

Stock options are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented.

There were no antidilutive stock options outstanding during the three and nine months ended September 30, 2025 and 2024.

In addition, there were 58,460 and 66,550 antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three and nine months ended September 30, 2025, respectively.

There were no antidilutive stock options outstanding during the three months ended March 31, 2026 and 2025.

However, there were 2,381 and 49,764 antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three months ended March 31, 2026 and 2025, respectively.

Note 8 - Inventories

The components of inventories at September 30, 2025 and December 31, 2024 were as follows:

September 30,

The components of inventories at March 31, 2026 and December 31, 2025 were as follows:

2026 December 31,

11 unchanged sentences

inventories are valued on the FIFO method.

The LIFO reserve as of September 30, 2025 and December 31, 2024 was $ 291.4 million and $ 257.2 million, respectively.

The LIFO reserve as of March 31, 2026 and December 31, 2025 was $ 327.0 million and $ 312.0 million, respectively.

An actual valuation of the inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time.

6 unchanged sentences

The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 were as follows:

The changes in the carrying amount of goodwill for the three months ended March 31, 2026 were as follows:

Engineered Bearings Industrial Motion Total

Beginning balance, January 1 $ 703.9 $ 782.5 $ 1,486.4

Acquisitions — 52.7 52.7

Foreign currency translation adjustments and other changes ( 2.6 ) ( 10.3 ) ( 12.9 )

Ending balance $ 701.3 $ 824.9 $ 1,526.2

The following table displays intangible assets as of September 30, 2025 and December 31, 2024:

Balance at September 30, 2025 Balance at December 31, 2024

The acquisition of Bijur Delimon added goodwill of $ 52.7 million in 2026.

Goodwill arising from this acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining the companies.

The Company is still evaluating the tax deductibility of goodwill from the Bijur Delimon acquisition, but it expects a portion of the goodwill to be deductible for tax purposes in the United States.

The following table displays intangible assets as of March 31, 2026 and December 31, 2025:

Balance at March 31, 2026 Balance at December 31, 2025

Amount Accumulated

15 unchanged sentences

Total intangible assets $ 1,829.8 $ ( 803.7 ) $ 1,026.1 $ 1,787.0 $ ( 784.7 ) $ 1,002.3

Amortization expense for intangible assets was $ 65.3 million and $ 64.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Amortization expense for intangible assets was $ 22.8 million and $ 21.0 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization expense for intangible assets is projected to be approximately $ 91 million in 2026;

4 unchanged sentences

Note 10 - Other Current Liabilities

The following table displays other current liabilities as of September 30, 2025 and December 31, 2024:

September 30,

The following table displays other current liabilities as of March 31, 2026 and December 31, 2025:

2026 December 31,

Deferred revenue $ 65.8 $ 41.4

Sales rebates $ 50.9 $ 60.8

Operating lease liabilities 32.7 32.0

Deferred revenue 48.8 55.7

Interest 39.4 27.5

Freight and duties 22.9 14.3

Operating lease liabilities 33.7 33.1

Taxes other than income and payroll taxes 30.1 21.4

Freight and duties 25.3 25.4

Unprocessed invoices 19.9 18.4

Product warranty 17.8 18.0

Professional fees 15.7 16.0

Product warranty 15.3 17.9

Restructuring 9.8 11.1

3 unchanged sentences

Note 11 - Financing Arrangements

Short-term debt at September 30, 2025 and December 31, 2024 was as follows:

September 30,

Short-term debt at March 31, 2026 and December 31, 2025 was as follows:

2026 December 31,

Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 2.58 % to 7.81 % at September 30, 2025 and 3.36 % to 3.95 % at December 31, 2024

Borrowings under lines of credit for certain of the Company’s foreign

subsidiaries with various banks with interest rates ranging from 2.54 %

to 2.84 % at March 31, 2026 and 2.59 % to 2.68 % at December 31, 2025

$ 28.8 $ 24.5

Short-term debt $ 28.8 $ 24.5

1 unchanged sentence

Most of these lines of credit are uncommitted.

At September 30, 2025, the Company’s foreign subsidiaries had borrowings outstanding of $ 12.0 million and bank guarantees of $ 5.1 million.

Long-term debt at September 30, 2025 and December 31, 2024 was as follows:

September 30,

At March 31, 2026, the Company’s foreign subsidiaries had borrowings outstanding of $ 28.8 million and bank guarantees of $ 5.8 million.

Long-term debt at March 31, 2026 and December 31, 2025 was as follows:

2026 December 31,

Variable-rate Senior Credit Facility, with an average interest rate of 4.78 % for

dollars and 2.94 % for Euros at March 31, 2026, and 2.91 % for Euros

at December 31, 2025

$ 79.7 $ 21.2

Variable-rate Accounts Receivable Facility with an interest rate of 4.66 %

at March 31, 2026

Fixed-rate Euro Senior Unsecured Notes (1) , maturing on September 7, 2027,

with an interest rate of 2.02 %

$ 176.0 $ 155.3

Variable-rate Term Loan (1) , maturing on December 5, 2027, with an interest rate

of 5.39 % at September 30, 2025 and 5.58 % at December 31, 2024

of 4.89 % at March 31, 2026 and 4.94 % at December 31, 2025

Fixed-rate Medium-Term Notes, Series A (1) , maturing at various dates through

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Note 11 - Financing Arrangements (continued)

The Company has a $ 100 million Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"), which matures on November 30, 2026.

On December 5, 2025, the Company renewed the Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility").

The $ 100 million Accounts Receivable Facility matures on November 30, 2028.

Under the terms of the Accounts Receivable Facility, the Company sells, on an ongoing basis, certain domestic trade receivables to Timken Receivables Corporation, a wholly-owned consolidated subsidiary that, in turn, uses the trade receivables to secure borrowings that are funded through a vehicle that issues commercial paper in the short-term market.

Borrowings under the Accounts Receivable Facility may be limited by certain borrowing base limitations;

however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at September 30, 2025.

As of September 30, 2025, there were no outstanding borrowings under the Accounts Receivable Facility.

however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at March 31, 2026.

As of March 31, 2026, there were $ 100 million in outstanding borrowings under the Accounts Receivable Facility, which reduced the availability under the Accounts Receivable Facility to zero .

The cost of this facility, which is the prevailing commercial paper rate plus facility fees, is considered a financing cost and is included in interest expense in the Consolidated Statements of Income.

On December 5, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of a $ 750 million unsecured revolving credit facility ("Senior Credit Facility") and a $ 400 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027.

The interest rates under the Credit Agreement are based on Secured Overnight Financing Rate ("SOFR").

At September 30, 2025, the Company had no outstanding borrowings under the Senior Credit Facility.

Payments in 2025 and 2024 have reduced the 2027 Term Loan to $ 310 million at September 30, 2025.

The interest rates under the Credit Agreement are based on Secured Overnight Financing Rate ("SOFR") for U.S.

dollar borrowings and Euro Interbank Offered Rate (“EURIBOR”) for Euro borrowings.

At March 31, 2026, the Senior Credit Facility had $ 79.7 million in outstanding borrowings, which reduced the availability under the Senior Credit Facility to $ 670.3 million.

Payments in 2025 and 2024 have reduced the 2027 Term Loan to $ 85 million at March 31, 2026.

The Credit Agreement has two financial covenants:

a consolidated net leverage ratio and a consolidated interest coverage ratio.

On May 23, 2024, the Company issued fixed-rate Euro senior unsecured notes ("2034 Notes") in the aggregate principal amount of € 600 million with an interest rate of 4.13 %, maturing on May 23, 2034.

Proceeds from the 2034 Notes were used for the redemption of the Company's outstanding fixed-rate unsecured senior notes in the aggregate principal amount of $ 350 million that were due to mature on September 1, 2024 ("2024 Notes"), as well as the repayment of other debt outstanding at the time of issuance.

At September 30, 2025, the Company was in full compliance with all applicable covenants on its outstanding debt.

At March 31, 2026, the Company was in full compliance with all applicable covenants on its outstanding debt.

In the ordinary course of business, the Company utilizes standby letters of credit issued by financial institutions to guarantee certain obligations, most of which relate to certain insurance contracts and indirect taxes.

At September 30, 2025, outstanding letters of credit totaled $ 60.7 million, most with expiration dates within 12 months.

The maturities of long-term debt (including $ 8.2 million of finance leases) subsequent to September 30, 2025 are as follows:

At March 31, 2026, outstanding letters of credit totaled $ 62.7 million, most with expiration dates within 12 months.

The maturities of long-term debt (including $ 6.9 million of finance leases) subsequent to March 31, 2026 are as follows:

Thereafter 1,046.0

The table above excludes $ 15.7 million of unamortized discounts and fees that are netted against long-term debt at September 30, 2025.

The table above excludes $ 13.6 million of unamortized discounts and fees that are netted against long-term debt and $ 0.6 million of imputed interest netted against finance leases at March 31, 2026.

Note 12 - Supply Chain Financing

6 unchanged sentences

The supplier invoice terms under the program typically require payment in full within 90 days of the invoice date.

The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the nine months ended September 30, 2025 and twelve months ended December 31, 2024:

September 30,

The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the three months ended March 31, 2026 and twelve months ended December 31, 2025:

2026 December 31,

3 unchanged sentences

Confirmed obligations outstanding, ending balance $ 21.2 $ 21.1

The obligations outstanding at September 30, 2025 and December 31, 2024 were included in accounts payable, trade on the Consolidated Balance Sheets.

The obligations outstanding at March 31, 2026 and December 31, 2025 were included in accounts payable, trade on the Consolidated Balance Sheets.

Note 13 - Contingencies

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Note 13 - Contingencies (continued)

The Company had total environmental accruals of $ 4.8 million for various known environmental matters that are probable and reasonably estimable at September 30, 2025 and December 31, 2024, which includes the Lovejoy matter described above.

On the Consolidated Balance Sheet, $ 1.4 million of the environmental accrual at September 30, 2025 was included in other current liabilities, with the remaining $ 3.4 million included in other non-current liabilities.

The Company had total environmental accruals of $ 4.6 million for various known environmental matters that are probable and reasonably estimable at March 31, 2026 and December 31, 2025, which includes the Lovejoy matter described above.

These accruals were recorded based upon the best estimate of costs to be incurred considering the progress made in determining the magnitude of remediation costs, the timing and extent of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to other responsible parties.

13 unchanged sentences

The balances at the end of each respective period represent the best estimates of costs for existing and future claims for products that are still under warranty.

The balances as of September 30, 2025 and December 31, 2024 primarily related to accruals for products sold into the automotive and wind energy sectors.

The balances as of March 31, 2026 and December 31, 2025 primarily related to accruals for products sold into the automotive and wind energy sectors.

Accrual estimates are based on actual claims and expected trends that continue to mature.

In addition, the Company continues to evaluate other claims raised by certain customers with respect to the performance of bearings sold into the wind energy and automotive sectors.

Management believes that the outcome of these claims will not have a material effect on the Company's consolidated financial position;

Management believes that the outcome of these claims will not have a material effect on the Company's consolidated financial position or liquidity;

however, the effect of a change in our assessment may be material to the results of operations of any particular period in which such change occurs.

The following is a rollforward of the consolidated product warranty accrual for the nine months ended September 30, 2025 and twelve months ended December 31, 2024:

September 30,

The following is a rollforward of the consolidated product warranty accrual for the three months ended March 31, 2026 and twelve months ended December 31, 2025:

2026 December 31,

Beginning balance, January 1 $ 17.9 $ 18.0

Acquisitions 0.3 —

Expense 2.1 5.4

1 unchanged sentence

Ending balance $ 15.3 $ 17.9

The product warranty accrual at September 30, 2025 and December 31, 2024 was included in other current liabilities on the Consolidated Balance Sheets.

The product warranty accrual at March 31, 2026 and December 31, 2025 was included in other current liabilities on the Consolidated Balance Sheets.

Note 14 - Equity

The following tables present the changes in the components of equity for the three and nine months ended September 30, 2025 and 2024, respectively:

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive

Loss Treasury

Balance at June 30, 2025 $ 3,272.8 $ 40.7 $ 1,284.2 $ 2,596.1 $ ( 100.2 ) $ ( 726.1 ) $ 178.1

Net income 74.3 69.3 5.0

Foreign currency translation adjustment ( 16.8 ) ( 10.8 ) ( 6.0 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 0.5 million)

( 1.5 ) ( 1.5 )

Change in fair value of derivative financial

instruments, net of reclassifications 0.6 0.6

Dividends declared to noncontrolling interest ( 15.0 ) ( 15.0 )

Dividends - $ 0.35 per share

( 24.4 ) ( 24.4 )

Stock-based compensation expense 6.3 6.3

Stock option exercise activity 0.6 0.6

Payments related to tax withholding for

stock-based compensation ( 0.1 ) ( 0.1 )

Balance at September 30, 2025 $ 3,296.8 $ 40.7 $ 1,291.1 $ 2,641.0 $ ( 111.9 ) $ ( 726.2 ) $ 162.1

The following tables present the changes in the components of equity for the three months ended March 31, 2026 and 2025, respectively:

The Timken Company Shareholders

14 unchanged sentences

( 25.3 ) ( 25.3 )

Dividends declared to noncontrolling interest ( 15.0 ) ( 15.0 )

Stock-based compensation expense 7.6 7.6

3 unchanged sentences

stock-based compensation ( 9.2 ) ( 9.2 )

Balance at September 30, 2025 $ 3,296.8 $ 40.7 $ 1,291.1 $ 2,641.0 $ ( 111.9 ) $ ( 726.2 ) $ 162.1

Note 13 - Equity (continued)

Balance at March 31, 2026 $ 3,367.9 $ 40.7 $ 1,310.0 $ 2,751.8 $ ( 119.6 ) $ ( 775.2 ) $ 160.2

The Timken Company Shareholders

3 unchanged sentences

(Loss) Treasury

Balance at June 30, 2024 $ 2,950.1 $ 40.7 $ 1,255.9 $ 2,383.5 $ ( 223.5 ) $ ( 659.8 ) $ 153.3

Net income 87.6 81.8 5.8

Foreign currency translation adjustment 78.7 79.3 ( 0.6 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 0.6 million)

( 1.6 ) ( 1.6 )

Change in fair value of derivative financial

instruments, net of reclassifications ( 1.6 ) ( 1.6 )

Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 )

Dividends - $ 0.34 per share

( 23.8 ) ( 23.8 )

Sale of shares of Timken India Limited ( 1.2 ) ( 1.2 )

Stock-based compensation expense 5.2 5.2

Stock purchased at fair market value ( 1.7 ) ( 1.7 )

Stock option exercise activity 0.1 0.1

Balance at September 30, 2024 $ 3,090.7 $ 40.7 $ 1,260.0 $ 2,441.5 $ ( 147.4 ) $ ( 661.5 ) $ 157.4

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive Loss Treasury

Balance at December 31, 2024 $ 2,984.1 $ 40.7 $ 1,269.3 $ 2,488.8 $ ( 301.7 ) $ ( 670.6 ) $ 157.6

7 unchanged sentences

instruments, net of reclassifications ( 2.1 ) ( 2.1 )

Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 )

Dividends - $ 0.34 per share

( 25.1 ) ( 25.1 )

Sale of shares of Timken India Limited 186.8 161.3 5.6 19.9

Noncontrolling interest acquired 1.0 1.0

Stock-based compensation expense 7.5 7.5

3 unchanged sentences

stock-based compensation ( 9.5 ) ( 9.5 )

Balance at September 30, 2024 $ 3,090.7 $ 40.7 $ 1,260.0 $ 2,441.5 $ ( 147.4 ) $ ( 661.5 ) $ 157.4

On May 28, 2024, the Company completed the sale of 5.0 million shares of TIL, generating net proceeds of $ 187 million after income taxes of $ 45 million and transaction costs.

The sale reduced the Company’s ownership in TIL from 57.70 percent to 51.05 percent.

The India market remains strategically important to Timken, and the Company is not planning on any further sale transactions.

Balance at March 31, 2025 $ 3,089.0 $ 40.7 $ 1,277.1 $ 2,542.0 $ ( 238.9 ) $ ( 703.2 ) $ 171.3

Note 15 - Impairment and Restructuring Charges

Impairment and restructuring charges by segment are comprised of the following:

For the three months ended September 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Severance and related benefit costs $ 2.0 $ 0.6 $ — $ 2.6

Exit costs 0.4 — — 0.4

Total $ 2.4 $ 0.6 $ — $ 3.0

For the nine months ended September 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Severance and related benefit costs $ 3.5 $ 3.1 $ 9.4 $ 16.0

Exit costs 0.4 0.4 — 0.8

Total $ 3.9 $ 3.5 $ 9.4 $ 16.8

For the three months ended September 30, 2024:

For the three months ended March 31, 2026:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Impairment charges $ 0.1 $ — $ — $ 0.1

Severance and related benefit costs $ 2.5 $ 0.5 $ 0.5 $ 3.5

1 unchanged sentence

Total $ 2.4 $ 0.7 $ 0.5 $ 3.6

For the nine months ended September 30, 2024:

For the three months ended March 31, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Impairment charges $ 2.0 $ — $ — $ 2.0

Severance and related benefit costs $ 0.6 $ 0.7 $ 9.4 $ 10.7

4 unchanged sentences

On March 31, 2025, Timken announced that the Company and Tarak B.

Mehta, the President and CEO, had mutually agreed that Mr.

Mehta, the former President and CEO, had mutually agreed that Mr.

Mehta would depart from the Company, including resigning as a member of the Company’s Board of Directors (the "Board"), effective immediately.

1 unchanged sentence

Mehta's settlement arrangement and release of claims in connection with his termination without cause.

Approximately two-thirds of this amount is expected to be paid in 2025, with the remaining amounts to be paid in 2026 and 2027.

Note 14 - Impairment and Restructuring Charges (continued)

$ 7.3 million of this amount was paid in 2025 and 2026, with the remaining amount to be paid in 2027.

Engineered Bearings:

On February 20, 2025, the Company announced the closure of its bearing manufacturing plant in Hiddenite, North Carolina.

This plant was part of the American Roller Bearing Company acquisition completed on January 31, 2023.

During the third quarter of 2025, manufacturing operations ceased at Hiddenite, and the Company transferred its operations to other bearing manufacturing facilities in the United States.

The closure of this facility is expected to be completed by the end of the fourth quarter of 2025 and is expected to affect approximately 60 employees.

On May 14, 2025, the Company announced the closure of its bearing manufacturing plant in Heilbronn, Germany.

The closure of this facility is expected to be completed by the end of 2026 and affect approximately 50 employees.

The Company expects to incur approximately $ 12 million to $ 15 million of pretax costs in total related to this closure.

During the three and nine months ended September 30, 2025, the Company recorded severance and related benefits of $ 0.5 million and $ 1.4 million, respectively, related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 5.0 million as of September 30, 2025, including rationalization costs recorded in cost of products sold.

During the nine months ended September 30, 2024, the Company recorded impairment charges of $ 2.0 million related to certain engineering-related assets used in the business.

Management concluded no further investment would be made in these assets and as a result, reduced the value to zero .

Industrial Motion:

On December 6, 2024, the Company announced a reduction in force at its belts manufacturing facility in Springfield, Missouri.

The reorganization of this facility is expected to affect approximately 100 employees and be completed during the first half of 2026.

On November 30, 2023, the Company announced the closure of its belts manufacturing facility in Fort Scott, Kansas.

During the third quarter of 2025, manufacturing operations ceased at Fort Scott, and the Company transferred its operations to other belts manufacturing facilities.

The Company expects to complete the closure by the end of the fourth quarter of 2025.

The closure of this facility is expected to affect approximately 125 employees.

The Company expects to incur approximately $ 12 million to $ 14 million of pretax costs in total related to the closure of the Fort Scott facility and the reorganization of the Springfield facility.

During the nine months ended September 30, 2025, the Company recorded severance and related benefit costs of $ 0.7 million related to these actions.

During the three and nine months ended September 30, 2024, the Company recorded severance and related benefits of $ 0.6 million and $ 2.1 million, respectively, related to these actions.

The Company has incurred cumulative pretax costs related to these actions of $ 8.5 million as of September 30, 2025, including rationalization costs recorded in cost of products sold.

During the three months ended March 31, 2026, the Company recorded severance and related benefits of $ 2.5 million related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 10.2 million as of March 31, 2026, including rationalization costs recorded in cost of products sold.

Consolidated Restructuring Accrual:

The following is a rollforward of the consolidated restructuring accrual for the nine months ended September 30, 2025 and twelve months ended December 31, 2024:

September 30,

The following is a rollforward of the consolidated restructuring accrual for the three months ended March 31, 2026 and twelve months ended December 31, 2025:

2026 December 31,

3 unchanged sentences

Ending balance $ 9.8 $ 13.1

On the Consolidated Balance Sheet, $ 6.6 million of the restructuring accrual at September 30, 2025 was included in other current liabilities, with the remaining $ 2.0 million included in other non-current liabilities.

The restructuring accrual at December 31, 2024 was included in other current liabilities on the Consolidated Balance Sheet .

The restructuring accrual at March 31, 2026 was included in other current liabilities on the Consolidated Balance Sheet.

On the Consolidated Balance Sheet, $ 11.1 million of the restructuring accrual at December 31, 2025 was included in other current liabilities, with the remaining $ 2.0 million included in other non-current liabilities.

Note 16 - Retirement Benefit Plans

The following table sets forth the net periodic benefit cost for the Company’s defined benefit pension plans.

The amounts for the three and nine months ended September 30, 2025 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2025.

The amounts for the three months ended March 31, 2026 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2026.

Plans International Plans Total

Three Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024 2025 2024

Components of net periodic benefit

Service cost $ 0.2 $ 0.1 $ 0.4 $ 0.5 $ 0.6 $ 0.6

Interest cost 4.3 4.3 2.9 2.6 7.2 6.9

Expected return on plan assets ( 2.1 ) ( 1.9 ) ( 2.3 ) ( 2.4 ) ( 4.4 ) ( 4.3 )

Amortization of prior service cost — — 0.1 — 0.1 —

Net periodic benefit cost $ 2.4 $ 2.5 $ 1.1 $ 0.7 $ 3.5 $ 3.2

Plans International Plans Total

Nine Months Ended

September 30, Nine Months Ended

September 30,

March 31, Three Months Ended

2026 2025 2026 2025 2026 2025

7 unchanged sentences

The following table sets forth the net periodic benefit cost for the Company’s other postretirement benefit plans.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net periodic benefit credit:

Service cost $ 0.1 $ 0.1 $ 0.1 $ 0.1

Components of net periodic benefit credit:

Interest cost $ 0.4 $ 0.5

2 unchanged sentences

Note 18 - Accumulated Other Comprehensive Income (Loss)

The following tables present details about components of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024, respectively:

The following tables present details about components of accumulated other comprehensive (loss) income for the three months ended March 31, 2026 and 2025, respectively:

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

Balance at June 30, 2025 $ ( 134.1 ) $ 35.4 $ ( 1.5 ) $ ( 100.2 )

Other comprehensive (loss) income before

Balance at December 31, 2025 $ ( 129.0 ) $ 32.5 $ — $ ( 96.5 )

Other comprehensive loss before

reclassifications and income taxes ( 27.0 ) — ( 0.7 ) ( 27.7 )

9 unchanged sentences

interest ( 21.9 ) ( 1.5 ) 0.3 ( 23.1 )

Balance at September 30, 2025 $ ( 144.9 ) $ 33.9 $ ( 0.9 ) $ ( 111.9 )

Balance at March 31, 2026 $ ( 150.9 ) $ 31.0 $ 0.3 $ ( 119.6 )

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

9 unchanged sentences

Net current period other comprehensive income

(loss), net of income taxes, noncontrolling

interest 199.7 ( 4.8 ) ( 5.1 ) 189.8

Balance at September 30, 2025 $ ( 144.9 ) $ 33.9 $ ( 0.9 ) $ ( 111.9 )

Foreign currency translation adjustments at September 30, 2025 and December 31, 2024 included cumulative losses of $ 41.5 million and cumulative gains of $ 27.1 million, respectively, net of deferred taxes, related to net investment hedges.

Refer to Note 19 - Derivative Instruments and Hedging Activities for additional information on the net investment hedges.

Note 17 - Accumulated Other Comprehensive Income (Loss) (continued)

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

Balance at Jun 30, 2024 $ ( 267.7 ) $ 41.7 $ 2.5 $ ( 223.5 )

Other comprehensive income (loss) before

reclassifications and income taxes 78.7 ( 0.1 ) ( 1.8 ) 76.8

Amounts reclassified from accumulated other

comprehensive loss before income taxes — ( 2.1 ) ( 0.4 ) ( 2.5 )

Income tax benefit — 0.6 0.6 1.2

Net current period other comprehensive income

(loss), net of income taxes 78.7 ( 1.6 ) ( 1.6 ) 75.5

Noncontrolling interest 0.6 — — 0.6

Net current period other comprehensive income

(loss), net of income taxes and noncontrolling

interest 66.5 ( 1.6 ) ( 2.1 ) 62.8

Balance at September 30, 2024 $ ( 188.4 ) $ 40.1 $ 0.9 $ ( 147.4 )

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

Balance at December 31, 2023 $ ( 193.8 ) $ 44.7 $ 2.2 $ ( 146.9 )

Sale of shares of Timken India Limited 5.6 — — 5.6

Other comprehensive (loss) income before

reclassifications and income taxes ( 1.3 ) ( 0.1 ) 0.6 ( 0.8 )

Amounts reclassified from accumulated other

comprehensive loss before income taxes — ( 6.0 ) ( 2.2 ) ( 8.2 )

Income tax benefit — 1.5 0.3 1.8

Net current period other comprehensive (loss)

income, net of income taxes ( 1.3 ) ( 4.6 ) ( 1.3 ) ( 7.2 )

Noncontrolling interest 1.1 — — 1.1

Net current period other comprehensive income

(loss), net of income taxes, noncontrolling

interest and sale of shares of Timken India

Limited 5.4 ( 4.6 ) ( 1.3 ) ( 0.5 )

Balance at September 30, 2024 $ ( 188.4 ) $ 40.1 $ 0.9 $ ( 147.4 )

Balance at March 31, 2025 $ ( 278.1 ) $ 37.1 $ 2.1 $ ( 238.9 )

Foreign currency translation adjustments at March 31, 2026 and December 31, 2025 included cumulative losses of $ 31.4 million and $ 42.3 million, respectively, net of deferred taxes, related to net investment hedges.

Refer to Note 20 - Derivative Instruments and Hedging Activities for additional information on the net investment hedges.

Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency.

5 unchanged sentences

Level 3 - Unobservable inputs for the asset or liability.

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024:

September 30, 2025

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

March 31, 2026

Total Level 1 Level 2 Level 3

23 unchanged sentences

In addition, the Company remeasures certain assets at fair value, using Level 3 inputs, as a result of the occurrence of triggering events such as purchase accounting for acquisitions or goodwill impairment.

No material assets were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2025 and 2024.

No material assets were measured at fair value on a nonrecurring basis during the three months ended March 31, 2026 and 2025.

Financial Instruments:

2 unchanged sentences

Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company's long-term variable-rate debt is a reasonable estimate of its fair value.

The fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,795.9 million and $ 1,659.2 million at September 30, 2025 and December 31, 2024, respectively.

The carrying value of this debt was $ 1,782.8 million and $ 1,675.6 million at September 30, 2025 and December 31, 2024, respectively.

The fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,749.7 million and $ 1,796.6 million at March 31, 2026 and December 31, 2025, respectively.

The carrying value of this debt was $ 1,769.8 million and $ 1,784.0 million at March 31, 2026 and December 31, 2025, respectively.

The difference between fair value and carrying value primarily reflects the net impact of changes in prevailing interest rates and credit spreads since the fixed-rate debt was issued.

6 unchanged sentences

The Company designates certain foreign currency forward contracts as cash flow hedges of forecasted revenues and certain interest rate hedges as cash flow hedges of fixed-rate borrowings.

On May 23, 2024, the Company designated its 2034 Notes as a hedge against its net investment in one of its European subsidiaries.

The objective of the hedge transaction is to protect the net investment in the foreign operations against changes in the exchange rate between the U.S.

dollar and the Euro.

The net impact for the three and nine months ended September 30, 2025 was a gain of $ 3.2 million and a loss of $ 82.8 million, respectively, recorded to accumulated other comprehensive (loss) income.

On September 15, 2020, the Company designated € 54.5 million of its € 150.0 million fixed-rate senior unsecured notes, maturing on September 7, 2027, as a hedge against its net investment in one of its European subsidiaries.

The objective of the hedge transaction is to protect the net investment in the foreign operations against changes in the exchange rate between the U.S.

Net Investment Hedges:

As of March 31, 2026 and December 31, 2025, the Company had designated € 750 million of its Euro-denominated borrowings as a hedge against its net investments in certain European subsidiaries.

The objective of the hedge transactions is to protect the net investment in the foreign operations against changes in the exchange rate between the U.S.

dollar and the Euro.

The net impact for the three and nine months ended September 30, 2025 was a gain of $ 0.3 million and a loss of $ 7.5 million, respectively, recorded to accumulated other comprehensive (loss) income.

The Company does not purchase or hold any derivative financial instruments for trading purposes.

As of September 30, 2025 and December 31, 2024, the Company had $ 438.9 million and $ 471.6 million, respectively, of outstanding foreign currency forward contracts at notional value.

Refer to Note 18 - Fair Value for the fair value disclosure of derivative financial instruments.

During the three months ended March 31, 2026 and 2025, the Company recognized a gain of $ 10.9 million and a loss of $ 22.9 million to other comprehensive earnings, respectively, on Euro-denominated borrowings, net of deferred income taxes.

Note 20 - Derivative Instruments and Hedging Activities (continued)

Cash Flow Hedging Strategy:

For certain derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

To protect against a reduction in the value of forecasted foreign currency cash flows resulting from export sales, the Company has instituted a foreign currency cash flow hedging program.

The Company hedges portions of its forecasted cash flows denominated in certain foreign currencies with forward contracts.

When the dollar strengthens significantly against these foreign currencies, the decline in the present value of future foreign currency revenue is offset by gains in the fair value of the forward contracts designated as hedges.

Conversely, when the dollar weakens, the increase in the present value of future foreign currency cash flows is offset by losses in the fair value of the forward contracts.

As of September 30, 2025 and December 31, 2024, the Company had $ 69.1 million and $ 63.0 million, respectively, of outstanding foreign currency forward contracts at notional value that were classified as cash flow hedges.

The maximum length of time over which the Company hedges its exposure to the variability in future cash flows for forecast transactions is generally eighteen months .

Purpose for Derivative Instruments not designated as Hedging Instruments:

For derivative instruments that are not designated as hedging instruments, the instruments are typically forward contracts.

In general, the practice is to reduce volatility by selectively hedging transaction exposures including intercompany loans, accounts payable and accounts receivable.

Intercompany loans between entities with different functional currencies typically are hedged with a forward contract at the inception of the loan with a maturity date corresponding to the maturity of the loan.

The revaluation of these contracts, as well as the revaluation of the underlying balance sheet items, is recorded directly to the income statement so the adjustment generally offsets the revaluation of the underlying balance sheet items to protect cash payments and reduce income statement volatility.

As of September 30, 2025 and December 31, 2024, the Company had $ 369.8 million and $ 408.6 million, respectively, of outstanding foreign currency forward contracts at notional value that were not designated as hedging instruments.

The following table presents the impact of derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2025 and 2024, respectively, and the related location within the Consolidated Statements of Income:

Amount of gain or (loss) recognized in income Amount of gain or (loss) recognized in income

Cash Flow Hedging:

The following table summarizes the notional and fair values as of March 31, 2026 and December 31, 2025 as well as the balance sheet classification:

Balance at March 31, 2026 Notional Amount Other Current Assets Other Current Liabilities Type of hedge

Derivatives Designated as Hedges

Currency Forward Contracts $ 67.4 $ — $ 0.8 Cash Flow Hedge

Derivatives not designated as Hedges

Currency Forward contracts 352.3 5.5 1.6

Total $ 419.7 $ 5.5 $ 2.4

Balance at December 31, 2025 Notional Amount Other Current Assets Other Current Liabilities Type of hedge

Derivatives Designated as Hedges

Currency Forward Contracts $ 67.8 $ — $ 1.3 Cash Flow Hedge

Derivatives not designated as Hedges

Currency Forward contracts 304.0 2.5 0.5

Total $ 371.8 $ 2.5 $ 1.8

Derivative Instruments not designated as Hedging Instruments:

The following table presents the impact of derivative instruments not designated as hedging instruments for the three months ended March 31, 2026 and 2025 , and the related location within the Consolidated Statements of Income.

Amount of gain or (loss) recognized in income

Three Months Ended

September 30, Nine Months Ended

September 30,

Derivatives not designated as hedging instruments:

1 unchanged sentence

Foreign currency forward contracts Other expense, net $ 1.3 $ ( 1.1 )

Note 21 - Subsequent Events

On April 29, 2026, the Company entered into a definitive agreement to sell the assets of its belts business to Gates Industrial Corporation plc.

The transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2026.

The sale of the belts business is expected to result in a loss.

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-Q

Item 1. Financial Statements