What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-06 · 314 added, 109 removed, 641 unchanged (40% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(Dollars in millions, except per share data)

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(Dollars in millions)

6 unchanged sentences

Comprehensive income, net of tax 32.1 224.0 106.3 378.8

comprehensive (loss) income attributable to

noncontrolling interest ( 0.9 ) 13.7

comprehensive income attributable to noncontrolling interest 8.4 6.8 7.5 20.5

Comprehensive income attributable to The Timken Company $ 23.7 $ 217.2 $ 98.8 $ 358.3

1 unchanged sentence

Consolidated Balance Sheets

(Dollars in millions) March 31,

(Dollars in millions) June 30,

2026 December 31,

53 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(Dollars in millions)

4 unchanged sentences

Depreciation and amortization 118.6 112.3

Impairment charges 79.0 —

Loss (gain) on sale of assets 0.4 ( 0.9 )

Deferred income tax expense 2.0 —

Deferred income tax expense (benefit) 2.8 ( 0.7 )

Stock-based compensation expense 14.5 14.4

28 unchanged sentences

Effect of exchange rate changes on cash ( 5.5 ) 23.8

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

Increase in Cash, Cash Equivalents and Restricted Cash 35.1 47.2

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

24 unchanged sentences

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

Note 3 - Acquisitions

Note 3 - Acquisitions and Divestitures

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.

On March 18, 2026, the Company acquired certain assets and assumed certain liabilities in the United States ("U.S.") 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 U.S., Europe and Asia Pacific.

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

2 unchanged sentences

The Company incurred acquisition-related costs of $ 1.2 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:

Acquisition costs are recorded in selling, general and administrative ("SG&A") expenses on the Consolidated Statements of Income.

The following table presents the preliminary purchase price allocation for the Bijur Delimon acquisition as of June 30, 2026:

Initial Purchase

21 unchanged sentences

Total intangible assets $ 42.1

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.

Note 3 - Acquisitions and Divestitures (continued)

In determining the fair value of the amounts above, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued.

The estimation of fair value required judgment related to future net cash flows, discount rates, competitive trends, market comparisons and other factors.

As a result, the Company utilized third-party valuation specialists to assist in determining the fair value of certain assets.

Inputs were generally determined by considering independent appraisals and historical data, supplemented by current and anticipated market conditions.

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.

The purchase price allocation for Bijur Delimon is preliminary as a result of the proximity of the acquisition date to June 30, 2026, and as a result no elements of the purchase price allocation have been finalized.

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.

Divestitures:

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

During the second quarter of 2026, certain assets of the belts business met the held for sale criteria, and the Company reclassified its assets accordingly.

Assets held for sale of $ 24.0 million are included in other current assets on the Consolidated Balance Sheet.

As a result of the carrying value of the business exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $ 64.4 million for the three months ended June 30, 2026.

The impairment charge is included in the impairment and restructuring charges line on the Consolidated Statements of Income.

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

Operating results of the belts business are included in the Industrial Motion segment.

The following table provides the major captions of assets held for sale at June 30, 2026:

Inventories, net $ 25.2

Property, plant and equipment, net 34.0

Intangible assets, net 29.2

Total assets 88.4

impairment charge ( 64.4 )

Assets held for sale $ 24.0

Note 4 - Segment Information

5 unchanged sentences

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

For the three months ended March 31, 2026:

For the three months ended June 30, 2026:

Engineered Bearings Industrial Motion Total

10 unchanged sentences

Acquisition-related charges ( 3.4 )

Belts impairment, restructuring and reorganization charges ( 94.4 )

Depreciation and amortization ( 59.7 )

2 unchanged sentences

Income before income taxes $ 57.9

For the three months ended March 31, 2025:

For the six months ended June 30, 2026:

Engineered Bearings Industrial Motion Total

9 unchanged sentences

Impairment, restructuring and reorganization charges ( 12.9 )

Acquisition-related charges ( 5.2 )

Belts impairment, restructuring and reorganization charges ( 94.4 )

Depreciation and amortization ( 118.6 )

Interest expense ( 50.5 )

Interest income 4.2

Income before income taxes $ 200.8

Note 4 - Segment Information (continued)

For the three months ended June 30, 2025:

Engineered Bearings Industrial Motion Total

Net sales $ 777.4 $ 396.0 $ 1,173.4

Cost of products sold (1)

( 546.0 ) ( 265.1 )

Selling, general and administrative expenses (2)

( 103.2 ) ( 70.8 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 153.4 $ 72.6 $ 226.0

Unallocated corporate expense ( 17.8 )

Impairment, restructuring and reorganization charges ( 4.7 )

Gain on the sale of certain assets 0.1

4 unchanged sentences

Income before income taxes $ 116.4

For the six months ended June 30, 2025:

Engineered Bearings Industrial Motion Total

Net sales $ 1,538.1 $ 775.6 $ 2,313.7

Cost of products sold (1)

( 1,069.3 ) ( 521.7 )

Selling, general and administrative expenses (2)

( 205.7 ) ( 138.8 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 312.6 $ 139.7 $ 452.3

Unallocated corporate expense ( 36.0 )

Impairment, restructuring and reorganization charges ( 7.8 )

Gain on the sale of certain assets 1.3

CEO transition expenses ( 11.8 )

Depreciation and amortization ( 112.3 )

Interest expense ( 56.3 )

Interest income 5.3

Income before income taxes $ 234.7

(1) Cost of products sold excludes acquisition-related and reorganization charges.

3 unchanged sentences

Note 4 - Segment Information (continued)

The following tables provides additional segment financial information:

The following tables provide additional segment financial information:

2026 December 31, 2025

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

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 months ended March 31, 2026 and 2025:

The following table presents details deemed relevant to the users of the financial statements about total revenue for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Three Months Ended

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

5 unchanged sentences

Net sales $ 807.0 $ 453.9 $ 1,260.9 $ 777.4 $ 396.0 $ 1,173.4

Six Months Ended Six Months Ended

June 30, 2026 June 30, 2025

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

United States $ 655.4 $ 456.3 $ 1,111.7 $ 631.2 $ 414.1 $ 1,045.3

Americas excluding the United States 193.0 51.4 244.4 186.5 43.2 229.7

Europe / Middle East / Africa 321.2 306.3 627.5 288.2 266.0 554.2

Asia-Pacific 443.6 65.0 508.6 432.2 52.3 484.5

Net sales $ 1,613.2 $ 879.0 $ 2,492.2 $ 1,538.1 $ 775.6 $ 2,313.7

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 three months ended March 31, 2026 and 2025:

Three Months Ended Three Months Ended

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

The following table presents the approximate percentage of revenue by sales channel for the six months ended June 30, 2026 and 2025:

Six Months Ended Six Months Ended

Revenue by sales channel June 30, 2026 June 30, 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 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.

During the six months ended June 30, 2026 and 2025, approximately 9 % 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 U.S.

government or its contractors represented approximately 7 % of total net sales during the six months ended June 30, 2026 and 2025.

Note 5 - Revenue (continued)

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 $ 149 million at March 31, 2026.

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 $ 118 million at June 30, 2026.

Unbilled Receivables:

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:

The following table contains a rollforward of unbilled receivables for the six months ended June 30, 2026 and the twelve months ended December 31, 2025:

2026 December 31,

3 unchanged sentences

Ending balance $ 174.0 $ 137.6

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.

There were no impairment losses recorded on unbilled receivables for the six months ended June 30, 2026 and the twelve months ended December 31, 2025.

Deferred Revenue:

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:

The following table contains a rollforward of deferred revenue for the six months ended June 30, 2026 and the twelve months ended December 31, 2025:

2026 December 31,

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Provision for income taxes $ 20.7 $ 30.7 $ 57.7 $ 57.6

Effective tax rate 35.8 % 26.4 % 28.7 % 24.5 %

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.

Income tax expense for the three and six months ended June 30, 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 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”).

The effective tax rate of 35.8 % for the three months ended June 30, 2026 was higher than the effective tax rate for the three months ended June 30, 2025 primarily due to limitations in the U.S.

foreign-derived intangible income deduction and foreign tax credits as a result of the agreement to sell certain assets of the belts business.

The increase was also due to favorable discrete items recognized in the prior-year period related to the reversal of accruals for uncertain tax positions to account for the expiration of the statute of limitations in jurisdictions outside the U.S.

These increases were partially offset by the impact of beneficial provisions effective in 2026 from the One Big Beautiful Bill Act (“OBBBA”) and a lower mix of earnings in non-U.S.

jurisdictions with relatively higher tax rates.

The effective tax rate of 28.7 % for the six months ended June 30, 2026 was higher than the effective tax rate for the six months ended June 30, 2025 primarily due to favorable discrete items recognized in the prior-year period related to the reversal of accruals for uncertain tax positions to account for the expiration of the statute of limitations in jurisdictions outside the U.S.

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 months ended March 31, 2026 and 2025:

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 six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income attributable to The Timken Company $ 28.9 $ 78.5 $ 127.1 $ 156.8

Weighted average number of shares outstanding - basic 69,582,824 70,024,836

Weighted average number of shares outstanding -

basic 69,468,880 69,751,965 69,531,059 69,877,737

Effect of dilutive securities:

1 unchanged sentence

stock method 621,551 323,119 621,708 406,110

Weighted average number of shares outstanding assuming

dilution of stock options and awards 70,204,689 70,513,937

Weighted average number of shares outstanding

assuming dilution of stock options and awards 70,090,431 70,075,084 70,152,767 70,283,847

Basic earnings per share $ 0.42 $ 1.13 $ 1.83 $ 2.24

3 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 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.

There were no antidilutive stock options outstanding during the three and six months ended June 30, 2026 and 2025.

There were no antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three months ended June 30, 2026, and there were 1,191 antidilutive stock awards outstanding during the six months ended June 30, 2026.

In addition, there were 91,425 and 70,595 antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three and six months ended June 30, 2025, respectively.

Note 8 - Inventories

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

The components of inventories at June 30, 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 March 31, 2026 and December 31, 2025 was $ 327.0 million and $ 312.0 million, respectively.

The LIFO reserve as of June 30, 2026 and December 31, 2025 was $ 329.1 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 three months ended March 31, 2026 were as follows:

The changes in the carrying amount of goodwill for the six months ended June 30, 2026 were as follows:

Engineered Bearings Industrial Motion Total

5 unchanged sentences

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

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

The following table displays intangible assets as of June 30, 2026 and December 31, 2025:

Balance at June 30, 2026 Balance at December 31, 2025

Amount Accumulated

15 unchanged sentences

Total intangible assets $ 1,742.7 $ ( 786.8 ) $ 955.9 $ 1,787.0 $ ( 784.7 ) $ 1,002.3

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 was $ 45.5 million and $ 42.9 million for the six months ended June 30, 2026 and 2025, respectively.

Amortization expense for intangible assets is projected to be approximately $ 88 million in 2026;

4 unchanged sentences

Note 10 - Other Current Liabilities

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

The following table displays other current liabilities as of June 30, 2026 and December 31, 2025:

2026 December 31,

1 unchanged sentence

Deferred revenue 52.3 55.7

Interest 39.4 27.5

Operating lease liabilities 33.1 33.1

3 unchanged sentences

Professional fees 15.9 16.0

Product warranty 15.3 17.9

Restructuring 15.3 11.1

Product warranty 13.6 17.9

Interest 13.3 27.5

Current derivative liability 2.7 1.8

2 unchanged sentences

Note 11 - Financing Arrangements

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

Short-term debt at June 30, 2026 and December 31, 2025 was as follows:

2026 December 31,

1 unchanged sentence

subsidiaries with various banks with interest rates ranging from 2.85 %

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

to 5.62 % at June 30, 2026 and 2.59 % to 2.68 % at December 31, 2025

$ 26.3 $ 24.5

2 unchanged sentences

Most of these lines of credit are uncommitted.

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:

At June 30, 2026, the Company’s foreign subsidiaries had borrowings outstanding of $ 26.3 million and bank guarantees of $ 7.2 million.

Long-term debt at June 30, 2026 and December 31, 2025 was as follows:

2026 December 31,

Variable-rate Senior Credit Facility, with an average interest rate of 4.79 % for

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

dollars and 3.03 % for Euros at June 30, 2026, and 2.91 % for Euros

at December 31, 2025

1 unchanged sentence

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

at March 31, 2026

at June 30, 2026

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

1 unchanged sentence

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

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

of 4.87 % at June 30, 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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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 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 .

however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at June 30, 2026.

As of June 30, 2026, there were $ 80 million in outstanding borrowings under the Accounts Receivable Facility, which reduced the availability to $ 20 million.

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.

2 unchanged sentences

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.

At June 30, 2026, the Senior Credit Facility had $ 118.4 million in outstanding borrowings, which reduced the availability to $ 631.6 million.

Payments in 2025 and 2024 have reduced the 2027 Term Loan to $ 85 million at June 30, 2026.

The Credit Agreement has two financial covenants:

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

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

At June 30, 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 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:

At June 30, 2026, outstanding letters of credit totaled $ 69.4 million, most with expiration dates within 12 months.

The maturities of long-term debt (including $ 6.3 million of finance leases) subsequent to June 30, 2026 are as follows:

Thereafter 1,038.1

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.

The table above excludes $ 12.7 million of unamortized discounts and fees that are netted against long-term debt and $ 0.5 million of imputed interest netted against finance leases at June 30, 2026.

On July 2, 2026, the Company entered into a Sixth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which provides for a $ 1.2 billion unsecured revolving credit facility ("New Senior Credit Facility") that will mature on July 2, 2031, with two potential one-year extension options subject to customary terms and conditions.

Upon entering into the Amended Credit Agreement, the Company paid the remaining balance of the 2027 Term Loan utilizing borrowings under the New Senior Credit Facility.

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 three months ended March 31, 2026 and twelve months ended December 31, 2025:

The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the six months ended June 30, 2026 and twelve months ended December 31, 2025:

2026 December 31,

3 unchanged sentences

Confirmed obligations outstanding, ending balance $ 23.6 $ 21.1

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

The obligations outstanding at June 30, 2026 and December 31, 2025 were included in accounts payable, trade on the Consolidated Balance Sheets.

Note 13 - Contingencies

The Company is responsible for environmental remediation at various manufacturing facilities presently or formerly operated by the Company.

In addition, as described further below, the Company, through one of its subsidiaries, has currently been identified as a potentially responsible party for investigation and remediation under the Comprehensive Environmental Response, Compensation and Liability Act, known as the Superfund, or similar state laws with respect to one location.

In addition, as described further below, the Company, through one of its subsidiaries, has been identified as a potentially responsible party for investigation and remediation under the Comprehensive Environmental Response, Compensation and Liability Act, known as the Superfund, or similar state laws with respect to one location.

Claims for investigation and remediation have been asserted against numerous other unrelated entities, which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation.

6 unchanged sentences

All previously pending property damage and personal injury lawsuits against Lovejoy related to the Site were settled or dismissed prior to our acquisition of Lovejoy.

In addition, governmental authorities in the United States and the European Union, among others, are increasingly focused on regulating per- and polyfluoroalkyl substances (“PFAS”).

In addition, governmental authorities in the U.S.

and the European Union, among others, are increasingly focused on regulating per- and polyfluoroalkyl substances (“PFAS”).

PFAS regulations are applicable to portions of the Company's products, and conditions may develop, arise or be discovered that create potentially significant environmental compliance or remediation liabilities at certain of its facilities.

On November 4, 2022, the Company acquired GGB LLC ("GGB"), a global supplier of highly engineered and customized plain bearings and a leader in metal polymer bearings, from EnPro Holdings, Inc.

Certain products of GGB contain polytetrafluoroethylene (“PTFE”), a type of PFAS.

Under the Industrial Site Recovery Act (“ISRA”), certain businesses operating in New Jersey who undergo a change in ownership must assess potential areas of environmental concern and may then be required to conduct further investigation and/or remediation.

EnPro has primary responsibility for complying with ISRA in connection with the 2022 sale of GGB and is in the process of conducting an environmental investigation at certain GGB facilities located in New Jersey.

Note 13 - Contingencies (continued)

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.

The Company had total environmental accruals of $ 4.6 million for various known environmental matters that are probable and reasonably estimable at June 30, 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 March 31, 2026 and December 31, 2025 primarily related to accruals for products sold into the automotive and wind energy sectors.

The balances as of June 30, 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.

2 unchanged sentences

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 three months ended March 31, 2026 and twelve months ended December 31, 2025:

The following is a rollforward of the consolidated product warranty accrual for the six months ended June 30, 2026 and twelve months ended December 31, 2025:

2026 December 31,

4 unchanged sentences

Ending balance $ 13.6 $ 17.9

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

The product warranty accrual at June 30, 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 months ended March 31, 2026 and 2025, respectively:

The following tables present the changes in the components of equity for the three and six months ended June 30, 2026 and 2025, respectively:

The Timken Company Shareholders

3 unchanged sentences

(Loss) Treasury

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

Net income 37.2 28.9 8.3

Foreign currency translation adjustment ( 4.2 ) ( 4.3 ) 0.1

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 - $ 0.36 per share

( 25.0 ) ( 25.0 )

Stock-based compensation expense 6.9 6.9

Stock purchased at fair market value ( 20.0 ) ( 20.0 )

Stock option exercise activity 2.4 2.4

Payments related to tax withholding for

stock-based compensation ( 1.2 ) ( 1.2 )

Balance at June 30, 2026 $ 3,363.1 $ 40.7 $ 1,319.3 $ 2,755.7 $ ( 124.8 ) $ ( 796.4 ) $ 168.6

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive

(Loss) Treasury

Balance at December 31, 2025 $ 3,345.7 $ 40.7 $ 1,299.5 $ 2,678.9 $ ( 96.5 ) $ ( 738.0 ) $ 161.1

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stock-based compensation ( 10.4 ) ( 10.4 )

Balance at June 30, 2026 $ 3,363.1 $ 40.7 $ 1,319.3 $ 2,755.7 $ ( 124.8 ) $ ( 796.4 ) $ 168.6

Note 14 - Equity (continued)

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive

(Loss) Treasury

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

Net income 85.7 78.5 7.2

Foreign currency translation adjustment 143.6 144.0 ( 0.4 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 0.5 million)

( 1.7 ) ( 1.7 )

Change in fair value of derivative financial

instruments, net of reclassifications ( 3.6 ) ( 3.6 )

Dividends - $ 0.35 per share

( 24.4 ) ( 24.4 )

Stock-based compensation expense 6.9 6.9

Stock purchased at fair market value ( 22.6 ) ( 22.6 )

Stock option exercise activity 0.2 0.2

Payments related to tax withholding for

stock-based compensation ( 0.3 ) ( 0.3 )

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

The Timken Company Shareholders

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stock-based compensation ( 9.8 ) ( 9.8 )

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

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

Note 15 - Impairment and Restructuring Charges

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

For the three months ended March 31, 2026:

For the three months ended June 30, 2026:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Impairment charges $ — $ 79.0 $ — $ 79.0

Severance and related benefit costs 5.4 3.0 — 8.4

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Total $ 5.8 $ 82.1 $ — $ 87.9

For the three months ended March 31, 2025:

For the six months ended June 30, 2026:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Impairment charges $ — $ 79.0 $ — $ 79.0

Severance and related benefit costs 7.9 3.5 0.5 11.9

1 unchanged sentence

Total $ 8.2 $ 82.8 $ 0.5 $ 91.5

For the three months ended June 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Severance and related benefit costs $ 0.9 $ 1.8 $ — $ 2.7

Exit costs — 0.2 — 0.2

Total $ 0.9 $ 2.0 $ — $ 2.9

For the six months ended June 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Severance and related benefit costs $ 1.5 $ 2.5 $ 9.4 $ 13.4

Exit costs — 0.4 — 0.4

Total $ 1.5 $ 2.9 $ 9.4 $ 13.8

The following discussion explains the more significant impairment and restructuring charges recorded for the periods presented;

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

Note 15 - Impairment and Restructuring Charges (continued)

Engineered Bearings:

On April 16, 2026, Andreas Roellgen ceased serving as Executive Vice President and President of Engineered Bearings of the Company effective as of the close of business that day.

As an employee who is domiciled in Europe, Mr.

Roellgen is subject to local legal requirements and process.

During the three months ended June 30, 2026, the Company recorded severance and related benefits of $ 4.4 million in connection with this action.

The Company has incurred cumulative pretax costs related to this action of $ 5.6 million as of June 30, 2026, including the acceleration of stock compensation expense recorded in SG&A expense.

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

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

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.

During the three months and six months ended June 30, 2026, the Company recorded severance and related benefits of $ 0.6 million and $ 3.1 million, respectively, related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 11.7 million as of June 30, 2026, including rationalization costs recorded in cost of products sold.

Industrial Motion:

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

During the three months ended June 30, 2026, the Company classified certain assets of the belts business as assets held for sale and recorded impairment charges of $ 64.4 million.

The Company anticipates the sale of the belts business to be completed during the third quarter of 2026.

In addition, on April 30, 2026, the Company announced the closure of its belts manufacturing facility in Springfield, Missouri.

The facility in Springfield is not part of the sale of the belts business.

During the three months ended June 30, 2026, the Company recorded impairment charges of $ 14.6 million and severance and related benefits of $ 2.7 million.

The Company expects to incur approximately $ 100 million to $ 108 million of pretax costs (including non-cash impairment charges) in total related to these transactions.

The Company has incurred cumulative pretax costs related to these transactions of $ 94.4 million as of June 30, 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 three months ended March 31, 2026 and twelve months ended December 31, 2025:

The following is a rollforward of the consolidated restructuring accrual for the six months ended June 30, 2026 and twelve months ended December 31, 2025:

2026 December 31,

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Ending balance $ 15.3 $ 13.1

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

The restructuring accrual at June 30, 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.

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

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.

The amounts for the three and six months ended June 30, 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

March 31, Three Months Ended

June 30, Three Months Ended

2026 2025 2026 2025 2026 2025

5 unchanged sentences

Net periodic benefit cost $ 2.0 $ 2.5 $ 1.0 $ 1.0 $ 3.0 $ 3.5

Plans International Plans Total

Six Months Ended

June 30, Six Months Ended

2026 2025 2026 2025 2026 2025

Components of net periodic benefit

Service cost $ 0.3 $ 0.3 $ 0.9 $ 1.0 $ 1.2 $ 1.3

Interest cost 8.2 8.7 5.8 5.5 14.0 14.2

Expected return on plan assets ( 4.6 ) ( 4.1 ) ( 4.8 ) ( 4.6 ) ( 9.4 ) ( 8.7 )

Amortization of prior service cost — — 0.1 0.1 0.1 0.1

Net periodic benefit cost $ 3.9 $ 4.9 $ 2.0 $ 2.0 $ 5.9 $ 6.9

Note 17 - Other Postretirement Benefit Plans

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Components of net periodic benefit credit:

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Note 18 - Accumulated Other Comprehensive Income (Loss)

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

The following tables present details about components of accumulated other comprehensive (loss) income for the three and six months ended June 30, 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 March 31, 2026 $ ( 150.9 ) $ 31.0 $ 0.3 $ ( 119.6 )

Other comprehensive (loss) income before

reclassifications and income taxes ( 1.8 ) — 0.2 ( 1.6 )

Amounts reclassified from accumulated other

comprehensive (loss) income before income

taxes — ( 2.0 ) 0.7 ( 1.3 )

Income tax (expense) benefit ( 2.4 ) 0.5 ( 0.3 ) ( 2.2 )

Net current period other comprehensive (loss)

income, net of income taxes ( 4.2 ) ( 1.5 ) 0.6 ( 5.1 )

Noncontrolling interest ( 0.1 ) — — ( 0.1 )

Net current period other comprehensive (loss)

income, net of income taxes and noncontrolling

interest ( 4.3 ) ( 1.5 ) 0.6 ( 5.2 )

Balance at June 30, 2026 $ ( 155.2 ) $ 29.5 $ 0.9 $ ( 124.8 )

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

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

9 unchanged sentences

Net current period other comprehensive (loss)

income, net of income taxes and noncontrolling

income, net of income taxes, noncontrolling

interest ( 26.2 ) ( 3.0 ) 0.9 ( 28.3 )

Balance at June 30, 2026 $ ( 155.2 ) $ 29.5 $ 0.9 $ ( 124.8 )

Foreign currency translation adjustments at June 30, 2026 and December 31, 2025 included cumulative losses of $ 23.9 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.

Note 18 - 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 March 31, 2025 $ ( 278.1 ) $ 37.1 $ 2.1 $ ( 238.9 )

Other comprehensive income (loss) before

reclassifications and income taxes 128.3 ( 0.2 ) ( 4.3 ) 123.8

Amounts reclassified from accumulated other

comprehensive loss before income taxes — ( 2.0 ) ( 0.7 ) ( 2.7 )

Income tax benefit 15.3 0.5 1.4 17.2

Net current period other comprehensive income

(loss), net of income taxes 143.6 ( 1.7 ) ( 3.6 ) 138.3

Noncontrolling interest 0.4 — — 0.4

Net current period other comprehensive income

(loss), net of income taxes and noncontrolling

interest 144.0 ( 1.7 ) ( 3.6 ) 138.7

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

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

Balance at December 31, 2024 $ ( 344.6 ) $ 38.7 $ 4.2 $ ( 301.7 )

Balance at Dec 31, 2024 $ ( 344.6 ) $ 38.7 $ 4.2 $ ( 301.7 )

Other comprehensive income (loss) before

9 unchanged sentences

interest 210.5 ( 3.3 ) ( 5.7 ) 201.5

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.

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

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

Note 19 - Fair Value

4 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 March 31, 2026 and December 31, 2025:

March 31, 2026

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

June 30, 2026

Total Level 1 Level 2 Level 3

22 unchanged sentences

Note 19 - Fair Value (continued)

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 three months ended March 31, 2026 and 2025.

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.

During the three months ended June 30, 2026, certain assets of the Company's belts business were reclassified to assets held for sale.

In conjunction with this reclassification, the belts business, with a carrying value of $ 88.4 million, was written down to its estimated fair value less cost to sell of $ 24.0 million, resulting in an impairment charge of $ 64.4 million.

The fair value for these assets was determined based on an estimate of the value expected to be received upon the sale of this business.

Refer to Note 3 - Acquisitions and Divestitures for more information on the expected sale of the belts business.

In addition, the Company announced the closure of its belts manufacturing facility in Springfield, Missouri during the three months ended June 30, 2026.

As a result, property, plant and equipment, with a carrying value of $ 15.6 million, was written down to its estimated fair value less cost to sell of $ 1.0 million, resulting in an impairment of $ 14.6 million.

The fair value for these assets was determined based on an estimate of the value to be received upon the sale of these assets given the age and condition of the assets.

No other material assets were measured at fair value on a nonrecurring basis during the six months ended June 30, 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 $ 1,749.7 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 fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,766.2 million and $ 1,796.6 million at June 30, 2026 and December 31, 2025, respectively.

The carrying value of this debt was $ 1,760.3 million and $ 1,784.0 million at June 30, 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.

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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.

As of June 30, 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.

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.

During the three months ended June 30, 2026 and 2025, the Company recognized a gain of $ 7.4 million and a loss of $ 48.2 million to other comprehensive earnings, respectively, on Euro-denominated borrowings, net of deferred income taxes.

During the six months ended June 30, 2026 and 2025, the Company recognized a gain of $ 18.4 million and a loss of $ 71.2 million, respectively.

Note 20 - Derivative Instruments and Hedging Activities (continued)

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

The following table summarizes the notional and fair values as of June 30, 2026 and December 31, 2025 as well as the balance sheet classification:

Balance at June 30, 2026 Notional Amount Other Current Assets Other Current Liabilities Type of hedge

Derivatives Designated as Hedges

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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

The following table presents the impact of derivative instruments not designated as hedging instruments for the three and six months ended June 30, 2026 and 2025 , 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

Three Months Ended

June 30, Six Months Ended

Derivatives not designated as hedging instruments:

1 unchanged sentence

Foreign currency forward contracts Other expense, net $ 2.6 $ 1.6 $ 3.9 $ 0.5

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