UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission file number: 1-1169

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Ohio		34-0577130
(State or other jurisdiction of<br>incorporation or organization)		(I.R.S. Employer<br>Identification No.)
4500 Mount Pleasant Street NW
North Canton	Ohio	44720-5450
(Address of principal executive offices)		(Zip Code)

234.262.3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, without par value	TKR	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐    No   ☒

Indicate the number of shares outstanding of each of the issuer's classes of common shares, as of the latest practicable date.

Class	Outstanding at April 30, 2026
Common Shares, without par value	69,494,510 shares

Table of Contents

THE TIMKEN COMPANY

INDEX TO FORM 10-Q REPORT

			PAGE
I.	PART I.
	Item 1.	Financial Statements	1
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
	Item 4.	Controls and Procedures	42
II.	PART II.
	Item 1.	Legal Proceedings	43
	Item1A.	Risk Factors	43
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
	Item 5.	Other Information	44
	Item 6.	Exhibits	44

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE TIMKEN COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

	Three Months Ended <br>March 31,
	2026		2025
(Dollars in millions, except per share data)
Net sales	$	1,231.3	$	1,140.3
Cost of products sold	837.3		781.6
Selling, general and administrative expenses	201.2		184.8
Amortization of intangible assets	20.6		19.0
Impairment and restructuring charges	3.6		10.9
Operating Income	168.6		144.0
Interest expense	(24.3)		(26.5)
Interest income	1.7		2.3
Non-service pension and other postretirement expense	(0.7)		(1.2)
Other expense, net	(2.4)		(0.3)
Income Before Income Taxes	142.9		118.3
Provision for income taxes	37.0		26.9
Net Income	105.9		91.4
Less: Net income attributable to noncontrolling interest	7.7		13.1
Net Income Attributable to The Timken Company	$	98.2	$	78.3
Net Income per Common Share Attributable to The Timken <br>    Company Common Shareholders
Basic earnings per share	$	1.41	$	1.12
Diluted earnings per share	$	1.40	$	1.11

See accompanying Notes to the Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended <br>March 31,
	2026		2025
(Dollars in millions)
Net Income	$	105.9	$	91.4
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(30.5)		67.1
Pension and postretirement liability adjustments	(1.5)		(1.6)
Change in fair value of derivative financial instruments	0.3		(2.1)
Other comprehensive (loss) income, net of tax	(31.7)		63.4
Comprehensive income, net of tax	74.2		154.8
Less: comprehensive (loss) income attributable to<br>   noncontrolling interest	(0.9)		13.7
Comprehensive income attributable to The Timken Company	$	75.1	$	141.1

See accompanying Notes to the Consolidated Financial Statements.

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Consolidated Balance Sheets

	(Unaudited)
(Dollars in millions)	March 31,<br>2026		December 31,<br>2025
ASSETS
Current Assets
Cash and cash equivalents	$	344.7	$	364.4
Restricted cash	0.8		1.0
Accounts receivable, less allowances (2026 - $14.1 million; 2025 - $12.3 million)	808.9		689.4
Unbilled receivables	155.7		137.6
Inventories, net	1,273.8		1,243.3
Deferred charges and prepaid expenses	58.2		45.7
Other current assets	112.9		119.4
Total Current Assets	2,755.0		2,600.8
Property, Plant and Equipment, net	1,342.5		1,357.6
Other Assets
Goodwill	1,526.2		1,486.4
Other intangible assets, net	1,026.1		1,002.3
Operating lease assets	151.2		152.9
Deferred income taxes	57.3		53.2
Other non-current assets	23.2		23.6
Total Other Assets	2,784.0		2,718.4
Total Assets	$	6,881.5	$	6,676.8
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable, trade	$	380.3	$	353.2
Short-term debt, including current portion of long-term debt	42.9		38.9
Salaries, wages and benefits	148.2		157.5
Income taxes payable	41.6		31.4
Other current liabilities	343.9		341.1
Total Current Liabilities	956.9		922.1
Non-Current Liabilities
Long-term debt	2,027.2		1,883.1
Accrued pension benefits	140.8		148.9
Accrued postretirement benefits	30.6		29.3
Long-term operating lease liabilities	99.4		100.8
Deferred income taxes	160.3		146.7
Other non-current liabilities	98.4		100.2
Total Non-Current Liabilities	2,556.7		2,409.0
Shareholders’ Equity
Class I and II Serial Preferred Stock, without par value:
Authorized – 10,000,000 shares each class, none issued	—		—
Common shares, without par value:
Authorized – 200,000,000 shares
Issued (including shares in treasury) (2026 – 79,932,693 shares;<br><br>2025 – 79,611,543 shares)
Stated capital	40.7		40.7
Other paid-in capital	1,310.0		1,299.5
Retained earnings	2,751.8		2,678.9
Accumulated other comprehensive loss	(119.6)		(96.5)
Treasury shares at cost (2026 – 10,443,289 shares; 2025 – 10,076,175 shares)	(775.2)		(738.0)
Total Shareholders’ Equity	3,207.7		3,184.6
Noncontrolling Interest	160.2		161.1
Total Equity	3,367.9		3,345.7
Total Liabilities and Equity	$	6,881.5	$	6,676.8

See accompanying Notes to the Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended <br>March 31,
	2026		2025
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income	$	105.9	$	91.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58.9		55.1
Loss (gain) on sale of assets	0.1		(1.0)
Deferred income tax expense	2.0		—
Stock-based compensation expense	7.6		7.5
Pension and other postretirement expense	1.3		1.8
Pension and other postretirement benefit contributions and payments	(10.8)		(23.8)
Changes in operating assets and liabilities:
Accounts receivable	(112.8)		(70.8)
Unbilled receivables	(18.2)		(18.2)
Inventories	(12.5)		15.3
Accounts payable, trade	31.1		20.2
Other accrued expenses	(18.5)		(16.0)
Income taxes	14.0		3.5
Other, net	(8.8)		(6.4)
Net Cash Provided by Operating Activities	39.3		58.6
Investing Activities
Capital expenditures	(38.8)		(35.2)
Acquisitions, net of cash acquired of $6.9 million	(124.3)		—
Proceeds from disposal of property, plant and equipment	—		1.9
Investments in short-term marketable securities, net	6.1		0.8
Net Cash Used in Investing Activities	(157.0)		(32.5)
Financing Activities
Cash dividends paid to shareholders	(25.3)		(25.1)
Purchase of treasury shares	(28.0)		(23.1)
Proceeds from exercise of stock options	2.9		0.3
Payments related to tax withholding for stock-based compensation	(9.2)		(9.5)
Borrowings on accounts receivable facility	135.0		57.0
Payments on accounts receivable facility	(35.0)		(27.0)
Proceeds from long-term debt	276.5		—
Payments on long-term debt	(218.9)		(1.2)
Short-term debt activity, net	4.1		(2.0)
Net Cash Provided by (Used in) Financing Activities	102.1		(30.6)
Effect of exchange rate changes on cash	(4.3)		7.4
(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
Cash, Cash Equivalents and Restricted Cash at End of Period	$	345.5	$	376.5

See accompanying Notes to the Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in millions, except per share data)

Note 1 - Basis of Presentation

The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the "Company" or "Timken") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 2 - Significant Accounting Policies

The Company's significant accounting policies are detailed in "Note 1 - Significant Accounting Policies" of the Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements:

New Accounting Guidance Issued and Not Yet Adopted:

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. Specifically, a public entity would disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(d). In addition, a public entity should include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements. A public entity would also disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amounts of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public entities, the new guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. 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. The Company's adoption of ASU 2024-03 is expected to result in enhanced disclosures.

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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 <br>Price Allocation
Assets:
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
Liabilities:
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 value for identifiable intangible assets acquired in 2026:

	2026
			Weighted-<br>Average Life
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

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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.

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Note 4 - Segment Information

The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. 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 ("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 March 31, 2026:

	Engineered Bearings		Industrial Motion		Total
Net sales	$	806.2	$	425.1	$	1,231.3
Cost of products sold (1)	(562.2)		(273.9)
Selling, general and administrative expenses (2)	(110.7)		(72.6)
Other segment items (3)	0.7		(0.1)
Depreciation and amortization (4)	25.0		12.8
Adjusted EBITDA for reportable segments	$	159.0	$	91.3	$	250.3
Unallocated corporate expense					(19.3)
Impairment, restructuring and reorganization charges					(4.8)
Acquisition-related charges					(1.8)
Depreciation and amortization					(58.9)
Interest expense					(24.3)
Interest income					1.7
Income before income taxes					$	142.9

For the three months ended March 31, 2025:

	Engineered Bearings		Industrial Motion		Total
Net sales	$	760.7	$	379.6	$	1,140.3
Cost of products sold (1)	(523.3)		(256.6)
Selling, general and administrative expenses (2)	(102.5)		(68.0)
Other segment items (3)	0.7		—
Depreciation and amortization (4)	23.6		12.1
Adjusted EBITDA for reportable segments	$	159.2	$	67.1	$	226.3
Unallocated corporate expense					(18.2)
Impairment, restructuring and reorganization charges					(3.1)
Gain on the sale of certain assets					1.2
CEO transition expenses					(8.6)
Depreciation and amortization					(55.1)
Interest expense					(26.5)
Interest income					2.3
Income before income taxes					$	118.3

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

(2) Selling, general, and administrative expenses exclude acquisition-related charges and CEO transition expenses.

(3) Other segment items are Other (expense) income, net and exclude the gain on the sale of certain assets.

(4) Depreciation and amortization excludes acquisition intangible amortization and depreciation recognized in reorganization charges, if any.

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Note 4 - Segment Information (continued)

The following tables provides additional segment financial information:

	March 31,<br>2026		December 31, 2025
Assets by Segment:
Engineered Bearings	$	3,451.3	$	3,293.5
Industrial Motion	3,028.1		2,962.8
Corporate (5)	402.1		420.5
	$	6,881.5	$	6,676.8

(5) Corporate assets include cash and cash equivalents and corporate buildings.

	Three Months Ended <br>March 31,
	2026		2025
Capital expenditures:
Engineered Bearings	$	30.2	$	24.9
Industrial Motion	8.1		10.2
Corporate	0.5		0.1
	$	38.8	$	35.2
Depreciation and amortization:
Engineered Bearings	$	28.0	$	26.6
Industrial Motion	30.5		28.3
Corporate	0.4		0.2
	$	58.9	$	55.1

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:

	Three Months Ended						Three Months Ended
	March 31, 2026						March 31, 2025
	Engineered Bearings		Industrial Motion		Total		Engineered Bearings		Industrial Motion		Total
United States	$	327.6	$	227.1	$	554.7	$	311.5	$	202.3	$	513.8
Americas excluding the <br>   United States	93.5		24.8		118.3		88.2		21.2		109.4
Europe / Middle East / Africa	163.0		146.4		309.4		139.6		129.7		269.3
Asia-Pacific	222.1		26.8		248.9		221.4		26.4		247.8
Net sales	$	806.2	$	425.1	$	1,231.3	$	760.7	$	379.6	$	1,140.3

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
Original equipment manufacturers	60%	60%
Distribution/direct to end users	40%	40%

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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.

Remaining Performance Obligations:

Remaining performance obligations represent the transaction price of orders meeting the definition of a contract for which work has not been performed and excludes unexercised contract options. Performance obligations having a duration of more than one year are concentrated in contracts for certain products and services provided to the U.S. 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.

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:

	March 31,<br>2026		December 31,<br>2025
Beginning balance, January 1	$	137.6	$	140.8
Additional unbilled revenue recognized	98.5		366.9
Less: amounts billed to customers	(80.4)		(370.1)
Ending balance	$	155.7	$	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.

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:

	March 31,<br>2026		December 31,<br>2025
Beginning balance, January 1	$	55.7	$	41.4
Revenue received or billed in advance of recognition	37.8		180.9
Less: revenue recognized	(45.0)		(166.6)
Acquisitions	0.3		—
Ending balance	$	48.8	$	55.7

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Note 6 - Income Taxes

The Company's provision for income taxes in interim periods is computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s) in which they occur.

	Three Months Ended <br>March 31,
	2026			2025
Provision for income taxes	$	37.0		$	26.9
Effective tax rate	25.9		%	22.7		%

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. federal statutory rate of 21% due to the actual and projected mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, U.S. 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”).

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:

	Three Months Ended <br>March 31,
	2026		2025
Numerator:
Net income attributable to The Timken Company	$	98.2	$	78.3
Denominator:
Weighted average number of shares outstanding - basic	69,582,824		70,024,836
Effect of dilutive securities:
Stock options and awards - based on the treasury<br>   stock method	621,865		489,101
Weighted average number of shares outstanding assuming<br>   dilution of stock options and awards	70,204,689		70,513,937
Basic earnings per share	$	1.41	$	1.12
Diluted earnings per share	$	1.40	$	1.11

The dilutive effect of performance-based restricted stock units is taken into account once they have met minimum performance thresholds. The dilutive effect of stock options includes all outstanding stock options except stock options that are considered antidilutive. 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.

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Note 8 - Inventories

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

	March 31,<br>2026		December 31,<br>2025
Manufacturing supplies	$	45.0	$	44.0
Raw materials	156.2		147.1
Work in process	508.8		509.6
Finished products	642.6		634.5
Subtotal	1,352.6		1,335.2
Allowance for obsolete and surplus inventory	(78.8)		(91.9)
Total inventories, net	$	1,273.8	$	1,243.3

Inventories are valued at net realizable value, with approximately 58% valued on the first-in, first-out ("FIFO") method and the remaining 42% valued on the last-in, first-out ("LIFO") method. The majority of the Company's U.S. inventories are valued on the LIFO method. The Company's non-U.S. 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. 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. Accordingly, interim LIFO calculations are based on current inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.

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Note 9 - Goodwill and Other Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its annual impairment test as of October 1st. Goodwill and indefinite-lived intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company reviews goodwill for impairment at the reporting unit level. 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:

	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 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
	Gross<br>Carrying<br>Amount		Accumulated<br>Amortization		Net<br>Carrying<br>Amount		Gross<br>Carrying<br>Amount		Accumulated<br>Amortization		Net<br>Carrying<br>Amount
Intangible assets <br>subject to amortization:
Customer relationships	$	886.0	$	(331.9)	$	554.1	$	863.0	$	(321.9)	$	541.1
Technology and know-how	403.3		(157.7)		245.6		392.3		(152.6)		239.7
Trade names	163.8		(25.4)		138.4		116.6		(23.6)		93.0
Capitalized software	312.5		(286.9)		25.6		312.0		(284.9)		27.1
Other	2.5		(1.8)		0.7		2.5		(1.7)		0.8
	$	1,768.1	$	(803.7)	$	964.4	$	1,686.4	$	(784.7)	$	901.7
Intangible assets not subject to amortization:
Trade names	$	53.0			$	53.0	$	91.9			$	91.9
FAA air agency certificates	8.7				8.7		8.7				8.7
	$	61.7			$	61.7	$	100.6			$	100.6
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 $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; $90 million in 2027; $86 million in 2028; $84 million in 2029; and $81 million in 2030.

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Note 10 - Other Current Liabilities

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

	March 31,<br>2026		December 31,<br>2025
Sales rebates	$	50.9	$	60.8
Deferred revenue	48.8		55.7
Interest	39.4		27.5
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
Professional fees	15.7		16.0
Product warranty	15.3		17.9
Restructuring	9.8		11.1
Current derivative liability	2.4		1.8
Other	52.6		52.0
Total other current liabilities	$	343.9	$	341.1

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Note 11 - Financing Arrangements

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

	March 31,<br>2026		December 31,<br>2025
Borrowings under lines of credit for certain of the Company’s foreign<br><br>subsidiaries with various banks with interest rates ranging from 2.54%<br><br>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

Lines of credit for certain of the Company's foreign subsidiaries provide for short-term borrowings. 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:

	March 31,<br>2026		December 31,<br>2025
Variable-rate Senior Credit Facility, with an average interest rate of 4.78% for<br><br>U.S. dollars and 2.94% for Euros at March 31, 2026, and 2.91% for Euros<br><br>at December 31, 2025	$	79.7	$	21.2
Variable-rate Accounts Receivable Facility with an interest rate of 4.66%<br><br>at March 31, 2026	100.0		—
Fixed-rate Euro Senior Unsecured Notes(1), maturing on September 7, 2027,<br><br>with an interest rate of 2.02%	173.3		176.2
Variable-rate Term Loan(1), maturing on December 5, 2027, with an interest rate<br><br>of 4.89% at March 31, 2026 and 4.94% at December 31, 2025	84.9		84.8
Fixed-rate Medium-Term Notes, Series A(1), maturing at various dates through<br><br>May 2028, with interest rates ranging from 6.74% to 7.76%	154.9		154.9
Fixed-rate Senior Unsecured Notes(1), maturing on December 15, 2028, with<br><br>an interest rate of 4.50%	398.7		398.5
Fixed-rate Senior Unsecured Notes(1), maturing on April 1, 2032, with an<br><br>interest rate of 4.13%	346.6		346.4
Fixed-rate Euro Senior Unsecured Notes(1), maturing on May 23, 2034, with an<br><br>interest rate of 4.13%	684.5		695.5
Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an<br><br>interest rate of 2.15%	10.1		10.6
Other	8.6		9.4
Total debt	$	2,041.3	$	1,897.5
Less: current maturities	14.1		14.4
Long-term debt	$	2,027.2	$	1,883.1

(1) Net of discounts and fees

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Note 11 - Financing Arrangements (continued)

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 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") 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.

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 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:

Year
2026	$	13.4
2027	366.8
2028	622.9
2029	2.6
2030	2.0
2031	1.8
Thereafter	1,046.0

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.

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Note 12 - Supply Chain Financing

The Company offers a supplier finance program with different financial institutions where suppliers may receive early payment from the financial institutions on invoices issued to the Company. The Company and each financial institution entered into arrangements whereby the Company pays the financial institution per the terms of any supplier invoice paid early under the program and pays an annual fee for the supplier finance platform subscription and related support. The Company or the financial institutions may terminate participation in the program with 90 days’ written notice. The supplier finance programs are unsecured and are not guaranteed by the Company. The financial institutions enter into separate arrangements with suppliers directly to participate in the program. The Company does not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institutions. 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:

	March 31,<br>2026		December 31,<br>2025
Confirmed obligations outstanding, January 1	$	21.1	$	16.7
Invoices confirmed	27.1		99.6
Confirmed invoices paid	(27.0)		(95.2)
Confirmed obligations outstanding, ending balance	$	21.2	$	21.1

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

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. 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.

On December 28, 2004, the United States Environmental Protection Agency (“USEPA”) sent Lovejoy, LLC ("Lovejoy") a Special Notice Letter that identified Lovejoy as a potentially responsible party, together with at least 12 unrelated parties, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”). The Company acquired Lovejoy in 2016. Lovejoy’s Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and the Illinois Environmental Protection Agency (“IEPA”) allege there have been one or more releases or threatened releases of hazardous substances, including, but not limited to, a release or threatened release on or from Lovejoy's property at the Site. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of response costs. Lovejoy’s allocated share of future costs related to the Site, including for investigation and/or remediation, could be significant. 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”). 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.

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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. 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. The ultimate resolution of these matters could result in actual costs that exceed amounts accrued.

Legal Matter:

On June 11, 2024, the Company's majority-owned subsidiary, Timken India Limited ("TIL"), received a government order claiming damages (penalties and interest) totaling approximately $12 million. The order relates to the closure of TIL’s retirement trust for employees and subsequent transfer of trust assets to the government-administered Employees’ Provident Fund Organization ("EFPO"). The order alleges that the surrender of trust assets did not follow applicable EFPO timing guidelines. TIL believes it fully complied with EFPO requirements and guidelines under the circumstances. TIL is disputing the merits of the order and has filed an appeal with the high court in India having jurisdiction over the matter. Management believes that relief will be provided to TIL once the matter is fully adjudicated; accordingly, no liability has been recorded. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe that the final resolution will have a material effect on the Company's consolidated financial position or liquidity; however, the effect of any future outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.

Product Warranties:

In addition to the contingencies above, the Company provides limited warranties on certain of its products. 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. 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 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 three months ended March 31, 2026 and twelve months ended December 31, 2025:

	March 31,<br>2026		December 31,<br>2025
Beginning balance, January 1	$	17.9	$	18.0
Acquisitions	0.3		—
Expense	2.1		5.4
Payments	(5.0)		(5.5)
Ending balance	$	15.3	$	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.

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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 Timken Company Shareholders
	Total		Stated<br>Capital		Other<br>Paid-In<br>Capital		Retained Earnings		Accumulated<br>Other<br>Comprehensive<br>(Loss)		Treasury<br>Stock		Non<br>controlling<br>Interest
Balance at December 31, 2025	$	3,345.7	$	40.7	$	1,299.5	$	2,678.9	$	(96.5)	$	(738.0)	$	161.1
Net income	105.9						98.2						7.7
Foreign currency translation adjustment	(30.5)								(21.9)				(8.6)
Pension and other postretirement liability<br><br>adjustments (net of income tax benefit<br><br>of $0.5 million)	(1.5)								(1.5)
Change in fair value of derivative financial <br>   instruments, net of reclassifications	0.3								0.3
Dividends - $0.35 per share	(25.3)						(25.3)
Stock-based compensation expense	7.6				7.6
Stock purchased at fair market value	(28.0)										(28.0)
Stock option exercise activity	2.9				2.9
Payments related to tax withholding for<br>   stock-based compensation	(9.2)										(9.2)
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
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Total		Stated<br>Capital		Other<br>Paid-In<br>Capital		Retained Earnings		Accumulated<br>Other<br>Comprehensive<br>(Loss)		Treasury<br>Stock		Non-<br>controlling<br>Interest
Balance at December 31, 2024	$	2,984.1	$	40.7	$	1,269.3	$	2,488.8	$	(301.7)	$	(670.6)	$	157.6
Net income	91.4						78.3						13.1
Foreign currency translation adjustment	67.1								66.5				0.6
Pension and other postretirement liability<br><br>adjustments (net of income tax benefit<br><br>of $0.5 million)	(1.6)								(1.6)
Change in fair value of derivative financial <br>   instruments, net of reclassifications	(2.1)								(2.1)
Dividends - $0.34 per share	(25.1)						(25.1)
Stock-based compensation expense	7.5				7.5
Stock purchased at fair market value	(23.1)										(23.1)
Stock option exercise activity	0.3				0.3
Payments related to tax withholding for<br>   stock-based compensation	(9.5)										(9.5)
Balance at March 31, 2025	$	3,089.0	$	40.7	$	1,277.1	$	2,542.0	$	(238.9)	$	(703.2)	$	171.3

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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:

	Engineered Bearings		Industrial Motion		Unallocated Corporate		Total
Severance and related benefit costs	$	2.5	$	0.5	$	0.5	$	3.5
Exit costs	(0.1)		0.2		—		0.1
Total	$	2.4	$	0.7	$	0.5	$	3.6

For the three months ended March 31, 2025:

	Engineered Bearings		Industrial Motion		Unallocated Corporate		Total
Severance and related benefit costs	$	0.6	$	0.7	$	9.4	$	10.7
Exit costs	—		0.2		—		0.2
Total	$	0.6	$	0.9	$	9.4	$	10.9

The following discussion explains the more significant impairment and restructuring charges recorded for the periods presented; however, it is not intended to reflect a comprehensive discussion of all amounts included in the tables above.

Corporate:

On March 31, 2025, Timken announced that the Company and Tarak B. 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. During the three months ended March 31, 2025, the Company recorded severance expense of $9.3 million, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims in connection with his termination without cause. $7.3 million of this amount was paid in 2025 and 2026, with the remaining amount to be paid in 2027.

Engineered Bearings:

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

	March 31,<br>2026		December 31,<br>2025
Beginning balance, January 1	$	13.1	$	3.7
Expense	3.6		25.2
Payments	(6.9)		(15.8)
Ending balance	$	9.8	$	13.1

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.

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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 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.

	U.S. Plans				International Plans				Total
	Three Months Ended <br>March 31,				Three Months Ended <br>March 31,				Three Months Ended <br>March 31,
	2026		2025		2026		2025		2026		2025
Components of net periodic benefit<br>   cost:
Service cost	$	0.1	$	0.2	$	0.5	$	0.4	$	0.6	$	0.6
Interest cost	4.1		4.3		2.9		2.7		7.0		7.0
Expected return on plan assets	(2.3)		(2.1)		(2.4)		(2.2)		(4.7)		(4.3)
Amortization of prior service cost	—		—		—		0.1		—		0.1
Net periodic benefit cost	$	1.9	$	2.4	$	1.0	$	1.0	$	2.9	$	3.4

Note 17 - Other Postretirement Benefit Plans

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

	Three Months Ended <br>March 31,
	2026		2025
Components of net periodic benefit credit:
Interest cost	$	0.4	$	0.5
Amortization of prior service credit	(2.0)		(2.1)
Net periodic benefit credit	$	(1.6)	$	(1.6)

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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:

	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)
Other comprehensive loss before<br>   reclassifications and income taxes	(27.0)		—		(0.7)		(27.7)
Amounts reclassified from accumulated other<br>   comprehensive (loss) income before income<br>   taxes	—		(2.0)		1.0		(1.0)
Income tax (expense) benefit	(3.5)		0.5		—		(3.0)
Net current period other comprehensive (loss) <br>   income, net of income taxes	(30.5)		(1.5)		0.3		(31.7)
Noncontrolling interest	8.6		—		—		8.6
Net current period other comprehensive (loss) <br> income, net of income taxes and noncontrolling <br> interest	(21.9)		(1.5)		0.3		(23.1)
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
---	---	---	---	---	---	---	---	---
Balance at December 31, 2024	$	(344.6)	$	38.7	$	4.2	$	(301.7)
Other comprehensive income (loss) before<br>   reclassifications and income taxes	59.8		(0.1)		(1.8)		57.9
Amounts reclassified from accumulated other<br>   comprehensive loss before income taxes	—		(2.0)		(1.2)		(3.2)
Income tax benefit	7.3		0.5		0.9		8.7
Net current period other comprehensive income <br>   (loss), net of income taxes	67.1		(1.6)		(2.1)		63.4
Noncontrolling interest	(0.6)		—		—		(0.6)
Net current period other comprehensive income<br> (loss), net of income taxes and noncontrolling <br> interest	66.5		(1.6)		(2.1)		62.8
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.

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Note 19 - Fair Value

Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:

Level 1 -Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 -Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

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
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	326.7	$	325.3	$	1.4	$	—
Cash and cash equivalents measured at net asset value	18.0
Restricted cash	0.8		0.8		—		—
Short-term investments	18.1		—		18.1		—
Foreign currency forward contracts	5.5		—		5.5		—
Total assets	$	369.1	$	326.1	$	25.0	$	—
Liabilities:
Foreign currency forward contracts	$	2.4	$	—	$	2.4	$	—
Total liabilities	$	2.4	$	—	$	2.4	$	—			December 31, 2025
---	---	---	---	---	---	---	---	---
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	348.8	$	347.6	$	1.2	$	—
Cash and cash equivalents measured at net asset value	15.6
Restricted cash	1.0		1.0		—		—
Short-term investments	21.1		—		21.1		—
Foreign currency forward contracts	2.5		—		2.5		—
Total assets	$	389.0	$	348.6	$	24.8	$	—
Liabilities:
Foreign currency forward contracts	$	1.8	$	—	$	1.8	$	—
Total liabilities	$	1.8	$	—	$	1.8	$	—

Cash and cash equivalents include highly liquid investments with maturities of 90 days or less when purchased that are valued at redemption value. Short-term investments are investments with maturities between 91 days and one year, and generally are valued at amortized cost, which approximates fair value. A portion of the cash and cash equivalents and short-term investments are valued based on net asset value. The Company uses publicly available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.

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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.

Financial Instruments:

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable and short-term borrowings are a reasonable estimate of their fair value. 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 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.

The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.

Note 20 - Derivative Instruments and Hedging Activities

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into in order to manage the foreign currency exchange rate risk associated with certain of the Company's commitments denominated in foreign currencies. From time to time, interest rate swaps are used to manage interest rate risk associated with the Company’s fixed, and floating-rate borrowings.

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.

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. 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.

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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
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 <br>March 31,
Derivatives not designated as hedging instruments:	Location of gain or (loss) recognized in income	2026		2025
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.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions, except per share data)

OVERVIEW

Introduction:

The Timken Company designs and manufactures a growing portfolio of engineered bearings and industrial motion products, and related services. With more than a century of knowledge and innovation, the Company continuously improves the reliability and efficiency of global machinery and equipment to move the world forward. The Company’s growing product and services portfolio features many strong industrial brands, such as Timken®, GGB®, Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Diamond®, Drives®, Groeneveld®, BEKA®, Bijur Delimon®, Des-Case®, Lovejoy® and Lagersmit®. Timken employs approximately 19,000 people globally in 44 countries. The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. The following further describes these business segments:

•Timken’s Engineered Bearings segment features a broad range of product designs serving OEMs and end-users worldwide. Timken is a leading authority on tapered roller bearings and leverages its position by applying engineering know-how and technology across its entire bearing portfolio, which includes tapered, spherical and cylindrical roller bearings; plain bearings, metal-polymer bearings and rod end bearings; thrust and specialty ball bearings; and housed or mounted bearings. The Engineered Bearings portfolio features the Timken®, GGB® and Fafnir® brands and serves customers across global industries, including wind energy, agriculture, construction, food and beverage, metals and mining, automotive and truck, aerospace, rail and more.

•Timken’s Industrial Motion segment includes a diverse and growing portfolio of engineered products, including industrial drives, precision drives, automatic lubrication systems, linear motion products and systems, chains, belts, couplings, filtration systems, seals, and industrial clutches and brakes that keep systems running efficiently. Industrial Motion also includes industrial services, which return equipment and components to like-new condition. The Industrial Motion portfolio features many strong brands, including Philadelphia Gear®, Cone Drive®, Spinea®, Rollon®, Nadella®, Groeneveld®, BEKA®, Bijur Delimon®, Des-Case®, Diamond®, Drives®, Timken® Belts, Lovejoy®, PT Tech®, Lagersmit® and CGI®. Industrial Motion products are used across a broad range of industries, including automation, solar energy, construction, agriculture and turf, passenger rail, marine, aerospace, packaging and logistics, medical and more.

Timken creates value by understanding customer needs and applying its know-how to serve a broad range of customers in attractive markets and industries across the globe. The Company’s business strengths include its product technology, end-market diversity, geographic reach and aftermarket mix. Timken collaborates with OEMs to improve equipment efficiency with its engineered products and captures subsequent equipment replacement cycles by selling largely through independent channels in the aftermarket. Timken focuses its international efforts and footprint in regions of the world where strong macroeconomic factors such as urbanization, infrastructure development, industrialization and sustainability create demand for its products and services.

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The Company's strategy has three primary elements:

Profitable Growth. The Company intends to expand into new and existing markets by leveraging its collective knowledge of materials science, friction management and power transmission to create value for Timken customers. Using a customer-centric and highly collaborative technical selling approach, the Company places particular emphasis on creating unique solutions for challenging and/or demanding applications. The Company intends to grow in attractive market sectors around the world, emphasizing those spaces that are highly fragmented, demand high service and value the reliability and efficiency offered by Timken products. The Company also targets applications that offer significant aftermarket demand, thereby providing product and services revenue throughout the equipment’s lifetime.

Operational Excellence. The Company embraces a continuous improvement culture that is charged with increasing efficiency, lowering costs, reducing waste, increasing cash flow, driving organizational advancement and agility, and building greater brand equity to fuel growth. This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the world.

Capital Deployment to Drive Shareholder Value. The Company is focused on providing the highest returns for shareholders through its capital allocation framework, which includes: (1) investing in the core business through capital expenditures, research and development and initiatives to drive profitable organic growth; (2) pursuing strategic acquisitions to broaden its portfolio and capabilities across diverse markets, with a focus on engineered bearings, industrial motion products and related services; (3) returning capital to shareholders through dividends and share repurchases; and (4) maintaining a strong balance sheet and sufficient liquidity. As part of this framework, the Company may also restructure, reposition or divest underperforming product lines or assets.

The following items highlight some of the Company's more significant strategic accomplishments during the three months ended March 31, 2026:

•On March 18, 2026, the Company acquired the assets and related businesses of 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 Company paid its 415th consecutive quarterly dividend in the first quarter. The Company also repurchased 0.3 million common shares during the three months ended March 31, 2026.

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Overview:

	Three Months Ended <br>March 31,
	2026		2025		Change	% Change
Net sales	$	1,231.3	$	1,140.3		8.0	%
Net income	105.9		91.4		14.5	15.9	%
Net income attributable to noncontrolling interest	7.7		13.1		(5.4)	(41.2	%)
Net income attributable to The Timken Company	$	98.2	$	78.3		25.4	%
Diluted earnings per share	$	1.40	$	1.11		26.1	%
Average number of shares – diluted	70,204,689		70,513,937		—	(0.4	%)

All values are in US Dollars.

Net sales increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was primarily driven by the favorable impact of foreign currency, favorable pricing, and higher end-market demand in the Industrial Motion segment.

Net income increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to favorable price/mix, higher volume and the favorable impact of foreign currency exchange rates, partially offset by the incremental tariff costs, higher manufacturing costs, and higher tax expense.

Outlook:

The Company expects 2026 full-year revenues to be up approximately 5% compared to 2025, primarily driven by higher demand across both segments, favorable pricing, the benefit of acquisitions, and the favorable impact of foreign currency rate changes. The Company's earnings are expected to be up in 2026 compared with 2025, primarily due to the impact of higher organic sales volume, favorable price/mix, and favorable material, partially offset by incremental tariff costs and higher manufacturing costs.

The Company expects to generate approximately $530 million of cash from operating activities in 2026 compared to $554.3 million in 2025, driven by higher working capital to support increased demand and higher cash taxes, partially offset by higher net income. The Company expects capital expenditures in 2026 to be approximately 3.4% of sales.

Throughout 2025 and the first quarter of 2026, the United States government has announced the imposition of additional import tariffs on all countries. The Company has been taking steps to mitigate the increased costs from incremental tariffs through pricing, surcharges and other actions. Timken also continues to monitor the impact that tariffs could have on global economic demand.

On February 20, 2026, the United States Supreme Court issued a decision invalidating the broad-based tariffs imposed under the International Emergency Economic Powers Act (IEEPA). On March 4, 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs, although the Court immediately suspended the order while the CBP determines a refund process. The IEEPA tariffs remain subject to ongoing litigation between the United States government and other parties. In response to the U.S. Supreme Court ruling mentioned above, the United States government announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the United States government’s response, including the timing and extent of any refunds and the impact of the new tariffs, remain uncertain.

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THE STATEMENT OF INCOME

Operating Income:

	Three Months Ended <br>March 31,
	2026			2025			Change	Change
Net sales	$	1,231.3		$	1,140.3			8.0%
Cost of products sold	837.3			781.6			55.7	7.1%
Selling, general and administrative expenses	201.2			184.8			16.4	8.9%
Amortization of intangible assets	20.6			19.0			1.6	8.4%
Impairment and restructuring charges	3.6			10.9			(7.3)	(67.0%)
Operating income	$	168.6		$	144.0			17.1%
Operating income % to net sales	13.7		%	12.6		%		110	bps

All values are in US Dollars.

Net sales increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was driven by the favorable impact of higher organic revenue of $49 million and foreign currency exchange rate changes of $39 million.

Operating income increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, due to favorable price/mix, higher volume, and the favorable impact of foreign currency exchange rate changes, partially offset by incremental tariff costs and higher manufacturing costs.

•Cost of products sold increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, due to unfavorable foreign currency exchange rate changes of $28 million, incremental tariff costs of $20 million, and the impact of higher manufacturing costs of $12 million, partially offset by lower material and logistics costs of $6 million.

•Selling, general and administrative ("SG&A") expenses increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, primarily due to the unfavorable impact from foreign currency exchange rates, higher employee compensation, and higher discretionary spending.

•Impairment and restructuring charges were lower for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, primarily due to severance and other costs related to the CEO transition during the three months ended March 31, 2025.

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Interest Income and Expense:

	Three Months Ended <br>March 31,
	2026		2025		Change	% Change
Interest expense	$	(24.3)	$	(26.5)		(8.3	%)
Interest income	1.7		2.3		(0.6)	(26.1	%)
Interest expense, net	$	(22.6)	$	(24.2)		(6.6	%)

All values are in US Dollars.

The decrease in interest expense for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 was primarily due to lower interest rates and lower average debt levels.

Income Tax Expense:

	Three Months Ended <br>March 31,
	2026			2025			Change	Change
Provision for income taxes	$	37.0		$	26.9			37.5	%
Effective tax rate	25.9		%	22.7		%		320	bps

All values are in US Dollars.

Income tax expense increased $10.1 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to higher pre-tax earnings and lower net favorable impact of discrete items in comparison to the year ago period. The favorable discrete items in the prior period primarily related to the reversal of accruals for uncertain tax positions to account for the expiration of statutes of limitation 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 OBBBA.

Refer to Note 6 - Income Taxes in the Notes to the Consolidated Financial Statements for more information on the computation of the income tax expense in interim periods.

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BUSINESS SEGMENTS

The Company's reportable segments are product-based business groups that serve customers in diverse industrial markets. The primary measurement used by management to measure the financial performance of each segment is adjusted EBITDA. Refer to Note 4 - Segment Information in the Notes to the Consolidated Financial Statements for the reconciliation of adjusted EBITDA by segment to consolidated income before income taxes.

The presentation of segment results below includes a reconciliation of the changes in net sales for each segment reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of the acquisition completed in 2026 and foreign currency exchange rate changes. The effects of acquisitions and foreign currency exchange rate changes on net sales are removed to allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period.

The following item highlights the Company's acquisition completed in 2026:

•The Company acquired Bijur Delimon during the first quarter of 2026. Results for Bijur Delimon are reported in the Industrial Motion segment.

Engineered Bearings Segment:

	Three Months Ended <br>March 31,
	2026			2025			Change	Change
Net sales	$	806.2		$	760.7			6.0	%
Cost of products sold	(562.2)			(523.3)			(38.9)	7.4	%
Selling, general and administrative expenses	(110.7)			(102.5)			(8.2)	8.0	%
Other segment items	0.7			0.7			—	—	%
Depreciation and amortization	25.0			23.6			1.4	5.9	%
Adjusted EBITDA	$	159.0		$	159.2			(0.1	%)
Adjusted EBITDA margin	19.7		%	20.9		%		(120)	bps

All values are in US Dollars.

	Three Months Ended <br>March 31,
	2026		2025		Change	% Change
Net sales	$	806.2	$	760.7		6.0	%
Less: Currency	22.9		—		22.9	NM
Net sales, excluding the impact of currency	$	783.3	$	760.7		3.0	%

All values are in US Dollars.

The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $22.6 million or 3.0% in the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was primarily driven by higher pricing. Adjusted EBITDA for the Engineered Bearings segment decreased slightly for the three months ended March 31, 2026 by $0.2 million or 0.1% compared with the three months ended March 31, 2025, due to the unfavorable impact of tariffs and higher operating costs, offset by favorable price/mix.

•Cost of products sold increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 due to unfavorable foreign currency exchange rate changes of $17 million, incremental tariff costs of $16 million, and higher operating costs of $12 million, partially offset by lower material and logistics costs of $5 million.

•SG&A expenses increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to higher compensation expense and the unfavorable impact of foreign currency exchange rates.

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Industrial Motion Segment:

	Three Months Ended <br>March 31,
	2026			2025			Change	Change
Net sales	$	425.1		$	379.6			12.0	%
Cost of products sold	(273.9)			(256.6)			(17.3)	6.7	%
Selling, general and administrative expenses	(72.6)			(68.0)			(4.6)	6.8	%
Other segment items	(0.1)			—			(0.1)	NM
Depreciation and amortization	12.8			12.1			0.7	5.8	%
Adjusted EBITDA	$	91.3		$	67.1			36.1	%
Adjusted EBITDA margin	21.5		%	17.7		%		380	bps

All values are in US Dollars.

	Three Months Ended <br>March 31,
	2026		2025		Change	% Change
Net sales	$	425.1	$	379.6		12.0	%
Less: Acquisitions	3.1		—		3.1	NM
Currency	15.7		—		15.7	NM
Net sales, excluding the impact of acquisitions<br>   and currency	$	406.3	$	379.6		7.0	%

All values are in US Dollars.

The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, increased $26.7 million or 7.0% in the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase reflects higher demand across most sectors and higher pricing. Adjusted EBITDA increased $24.2 million or 36.1% for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. Favorable price/mix and higher volume were partially offset by incremental tariff costs.

•Cost of products sold increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 due to the unfavorable foreign currency exchange rate changes of $12 million and incremental tariff costs.

•SG&A expenses increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to the unfavorable impact of foreign currency exchange rates.

Unallocated Corporate

	Three Months Ended <br>March 31,
	2026			2025			Change	Change
Unallocated corporate expense	$	(19.3)		$	(18.2)			6.0	%
Unallocated corporate expense % to net sales	(1.6		%)	(1.6		%)		—	bps

All values are in US Dollars.

Unallocated corporate expense increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to higher discretionary spending.

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CASH FLOW

	Three Months Ended <br>March 31,
	2026		2025		Change
Net cash provided by operating activities	$	39.3	$	58.6
Net cash used in investing activities	(157.0)		(32.5)		(124.5)
Net cash provided by (used in) financing activities	102.1		(30.6)		132.7
Effect of exchange rate changes on cash	(4.3)		7.4		(11.7)
(Decrease) increase in cash and cash equivalents<br>   and restricted cash	$	(19.9)	$	2.9

All values are in US Dollars.

Operating Activities:

The decrease in net cash provided by operating activities for the first three months of 2026 compared with the first three months of 2025 was primarily due to the unfavorable impact of working capital items of $61.4 million, partially offset by an increase in net income of $14.5 million, lower pension contributions of $13.0 million and the favorable impact of income taxes on cash of $12.5 million. Refer to the tables below for additional detail of the impact of each line item on net cash provided by operating activities.

The following table displays the impact of working capital items on cash during the first three months of 2026 and 2025:

	Three Months Ended <br>March 31,
	2026		2025		Change
Cash (used in) provided by:
Accounts receivable	$	(112.8)	$	(70.8)
Unbilled receivables	(18.2)		(18.2)		—
Inventories	(12.5)		15.3		(27.8)
Trade accounts payable	31.1		20.2		10.9
Other accrued expenses	(18.5)		(16.0)		(2.5)
Cash used in working capital items	$	(130.9)	$	(69.5)

All values are in US Dollars.

The following table displays the impact of income taxes on cash during the first three months of 2026 and 2025:

	Three Months Ended <br>March 31,
	2026		2025		Change
Accrued income tax expense	$	37.0	$	26.9
Income tax payments	(20.8)		(23.4)		2.6
Other items	(0.2)		—		(0.2)
Change in income taxes	$	16.0	$	3.5

All values are in US Dollars.

Investing Activities:

The increase in net cash used in investing activities for the first three months of 2026 compared with the first three months of 2025 was due to an increase in cash used for acquisitions of $124.3 million.

Financing Activities:

The change in net cash provided by (used in) financing activities for the first three months of 2026 compared with the first three months of 2025 was due to the favorable change in net debt borrowings/payments of $134.9 million, partially offset by an increase in the purchase of treasury shares of $4.9 million.

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LIQUIDITY AND CAPITAL RESOURCES

Reconciliation of total debt to net debt and the ratio of net debt to capital:

Net Debt:

	March 31,<br>2026		December 31,<br>2025
Short-term debt, including current portion of long-term debt	$	42.9	$	38.9
Long-term debt	2,027.2		1,883.1
Total debt	$	2,070.1	$	1,922.0
Less: Cash and cash equivalents	344.7		364.4
Net debt	$	1,725.4	$	1,557.6

Ratio of Net Debt to Capital:

	March 31,<br>2026			December 31,<br>2025
Net debt	$	1,725.4		$	1,557.6
Total equity	3,367.9			3,345.7
Net debt plus total equity (capital)	$	5,093.3		$	4,903.3
Ratio of net debt to capital	33.9		%	31.8		%

The Company presents net debt because it believes net debt is more representative of the Company's financial position than total debt due to the amount of cash and cash equivalents held by the Company and the ability to utilize such cash and cash equivalents to reduce debt if needed.

At March 31, 2026, the Company had strong liquidity with $344.7 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $670.3 million available under committed credit lines. Of the $344.7 million of cash and cash equivalents, $320.2 million resided in jurisdictions outside the United States. Repatriation of non-U.S. cash could be subject to taxes, and some portion may be subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of which are outside the United States. This strategy includes making investments in facilities, equipment and potential new acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with cash and cash equivalents and unused lines of credit within the geographic location of these investments where feasible.

On December 5, 2022, the Company entered into the Credit Agreement, which is comprised of a $750 million Senior Credit Facility and a $400 million 2027 Term Loan that each mature on December 5, 2027. The interest rates under the Credit Agreement are based on SOFR for U.S. dollar borrowings. At March 31, 2026, the Company had $79.7 million of outstanding borrowings under the Senior Credit Facility. The Credit Agreement has two defined financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio. The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of March 31, 2026, the Company's consolidated net leverage ratio was 2.15 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0. As of March 31, 2026, the Company's consolidated interest coverage ratio was 8.18 to 1.0.

The interest rate under the Senior Credit Facility is variable with a spread based on the Company's debt rating. The average rate on outstanding U.S. dollar borrowings was 4.78% and the average rate on outstanding Euro borrowings was 2.94% as of March 31, 2026. In addition, the Company pays a facility fee based on the applicable rate, which is variable with a spread based on the Company's debt rating, multiplied by the aggregate commitments of all of the lenders under the Senior Credit Facility. As of March 31, 2026, the Company carried investment-grade credit ratings with both Moody's (Baa2) and S&P Global (BBB-).

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The Company has a $100 million Accounts Receivable Facility, which matures on November 30, 2028. The Accounts Receivable Facility is subject to certain borrowing base limitations and is secured by certain domestic trade accounts receivable of the Company. As of March 31, 2026, the Company had $100 million of outstanding borrowings under the Accounts Receivable Facility, which reduced the availability to zero.

Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $250.5 million. At March 31, 2026, the Company had borrowings outstanding of $28.8 million and bank guarantees of $5.8 million, which reduced the aggregate availability under these facilities to $215.9 million.

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

The Company expects to generate approximately $530 million of cash from operating activities in 2026 compared to $554.3 million in 2025, driven by higher working capital to support increased demand and higher cash taxes, partially offset by higher net income. The Company expects capital expenditures in 2026 to be approximately 3.4% of sales.

Financing Obligations and Other Commitments:

During the first three months of 2026, the Company made cash contributions and payments of $10.4 million to its global defined benefit pension plans and $0.4 million to its other postretirement benefit plans. In 2026, the Company expects to make contributions to its global defined benefit pension plans of approximately $32 million and to make payments of approximately $3 million to its other postretirement benefit plans. Excluding actuarial gains and losses, the Company expects lower pension and other postretirement benefits expense in 2026 compared to 2025 primarily due to higher expected returns on pension plan assets and lower interest expense.

The Company does not have any off-balance sheet arrangements with unconsolidated entities or other persons.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company reviews its critical accounting policies throughout the year. The Company has concluded that there have been no significant changes to its critical accounting policies or estimates, as described in its Annual Report on Form 10-K for the year ended December 31, 2025, during the three months ended March 31, 2026.

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OTHER MATTERS

Foreign Currency:

Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the reporting period. Related translation adjustments are reflected as a separate component of accumulated other comprehensive loss. Foreign currency gains and losses resulting from transactions, and the related hedging activity, are included in the Consolidated Statements of Income.

For the three months ended March 31, 2026, the Company recorded negative foreign currency translation adjustments of $21.9 million that decreased shareholders' equity, compared with positive foreign currency translation adjustments of $66.5 million that increased shareholders' equity for the three months ended March 31, 2025. The foreign currency translation adjustments for the three months ended March 31, 2026 were impacted by the weakening of the U.S. dollar relative to other foreign currencies, including the Euro and the Indian Rupee, partially offset by strengthening against the Chinese Yuan.

Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the three months ended March 31, 2026 totaled $3.3 million of net losses, compared with $1.1 million of net gains during the three months ended March 31, 2025.

CEO Transition:

On March 31, 2025, Timken announced that the Company and Tarak B. 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, effective immediately. The Company also announced that the Board had appointed Richard G. Kyle as the interim President and CEO of the Company. During the three months ended March 31, 2025, the Company recorded severance of $9.3 million, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims for his termination without cause. $7.3 million of this amount was paid in 2025 and 2026, with the remaining amount to be paid in 2027.

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NON-GAAP MEASURES

Supplemental Non-GAAP Measures:

In addition to results reported in accordance with U.S. GAAP, the Company provides information on non-GAAP financial measures. These non-GAAP financial measures include adjusted net income, adjusted earnings per share, adjusted EBITDA and adjusted EBITDA margins, ratio of net debt to adjusted EBITDA (for the trailing 12 months), net debt, ratio of net debt to capital, free cash flow and return on invested capital. This information is intended to supplement GAAP financial measures and is not intended to replace GAAP financial measures. Net debt and the ratio of net debt to capital is disclosed in the "Liquidity and Capital Resources" section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Adjusted Net Income and Adjusted EBITDA:

Adjusted net income and adjusted earnings per share represent net income attributable to The Timken Company and diluted earnings per share, respectively, adjusted for the amortization of intangible assets related to acquisitions, impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, property losses and recoveries, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, gains and losses on the sale of real estate, gains and losses on divestitures, the income tax impact of these adjustments, as well as other discrete income tax items, and other items from time to time that are not part of the Company's core operations. Management believes adjusted net income and adjusted earnings per share are useful to investors as they are representative of the Company's core operations and are used in the management of the business.

Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, adjusted for items that are not part of the Company's core operations. These items include impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, property losses and recoveries, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, gains and losses on the sale of real estate, gains and losses on divestitures, and other items from time to time that are not part of the Company's core operations. Management believes adjusted EBITDA is useful to investors as it is representative of the Company's core operations and is used in the management of the business, including decisions concerning the allocation of resources and assessment of performance.

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Reconciliation of net income attributable to The Timken Company to adjusted net income, adjusted EBITDA and adjusted EBITDA Margin:

	Three Months Ended <br>March 31,
	2026			2025
Net Sales	$	1,231.3		$	1,140.3
Net Income Attributable to The Timken Company	98.2			78.3
Net Income Attributable to The Timken Company<br>as a Percentage of Sales	8.0		%	6.9		%
Adjustments:
Acquisition intangible amortization	20.6			19.0
Impairment, restructuring and reorganization charges (1)	4.9			3.2
Acquisition-related charges (2)	1.8			—
Gain on sale of certain assets (3)	—			(1.2)
CEO transition expenses (4)	—			8.6
Noncontrolling interest of above adjustments	(0.1)			3.8
Provision for income taxes (7)	(8.1)			(13.1)
Adjusted Net Income	$	117.3		$	98.6
Net income attributable to noncontrolling interest	7.7			13.1
Provision for income taxes (as reported)	37.0			26.9
Interest expense	24.3			26.5
Interest income	(1.7)			(2.3)
Depreciation and amortization expense (5)	58.8			55.0
Less: Acquisition intangible amortization	20.6			19.0
Less: Noncontrolling interest (6)	(0.1)			3.8
Less: Provision for income taxes (7)	(8.1)			(13.1)
Adjusted EBITDA	$	231.0		$	208.1
Adjusted EBITDA Margin (% of net sales)	18.8		%	18.2		%

(1) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; and (iv) impairment of assets. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.

(2) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.

(3) Represents the net gain resulting from the sale of certain assets.

(4) On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Richard G. Kyle would be serving as interim President and CEO. CEO transition expenses primarily related to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of stock compensation expense for stock awards forfeited.

(5) Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any.

(6) Represents the noncontrolling interest impact of the adjustments listed above, as well as the reversal of uncertain tax positions related to TIL.

(7) Provision for income taxes includes the net tax impact on pre-tax adjustments (listed above), the impact of discrete tax items recorded during the respective periods as well as other adjustments to reflect the use of one overall effective tax rate on adjusted pre-tax income in interim periods.

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Diluted earnings and adjusted earnings per share in the table below are based on net income attributable to The Timken Company and adjusted net income, respectively, in the table above.

	Three Months Ended <br>March 31,
	2026		2025
Diluted earnings per share (EPS)	$	1.40	$	1.11
Adjusted EPS	$	1.67	$	1.40
Diluted Shares	70,204,689		70,513,937

Free Cash Flow:

Free cash flow represents net cash provided by operating activities less capital expenditures. Management believes free cash flow is useful to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of its business strategy.

Reconciliation of net cash provided by operating activities to free cash flow:

	Three Months Ended <br>March 31,
	2026		2025
Net cash provided by operating activities	$	39.3	$	58.6
Capital expenditures	(38.8)		(35.2)
Free cash flow	$	0.5	$	23.4

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Ratio of Net Debt to Adjusted EBITDA:

The ratio of net debt to adjusted EBITDA for the trailing twelve months represents total debt less cash and cash equivalents divided by adjusted EBITDA for the trailing twelve months. The Company presents net debt to adjusted EBITDA because it believes it is more representative of the Company's financial position as it is reflective of the Company's ability to cover its net debt obligations with results from its core operations. Net income for the trailing twelve months ended March 31, 2026 and December 31, 2025 was $331.8 million and $317.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.1 and 2.0 at March 31, 2026 and December 31, 2025, respectively.

Reconciliation of Net income to Adjusted EBITDA for the trailing twelve months:

	Twelve Months Ended
	March 31,<br>2026		December 31,<br>2025
Net income	$	331.8	$	317.3
Provision for income taxes	108.8		98.7
Interest expense	108.1		110.3
Interest income	(9.7)		(10.3)
Depreciation and amortization	233.9		230.1
Consolidated EBITDA	772.9		746.1
Adjustments:
Impairment, restructuring and reorganization charges (1)	$	22.4	$	20.7
Corporate pension and other postretirement benefit related expense (2)	10.8		10.8
Acquisition-related charges (3)	1.8		—
Gain on sale of certain assets (4)	(1.4)		(2.6)
CEO transition expenses (5)	12.2		20.8
Total adjustments	45.8		49.7
Adjusted EBITDA	$	818.7	$	795.8
Net Debt	$	1,725.4	$	1,557.6
Ratio of Net Debt to Adjusted EBITDA	2.1		2.0

(1) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; and (iv) impairment of assets. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.

(2) Corporate pension and other postretirement benefit related expense represents actuarial losses that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial losses in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.

(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.

(4) Represents the net gain resulting from the sale of certain assets.

(5) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses for the twelve months ended December 31, 2025, primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025.

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FORWARD-LOOKING STATEMENTS

Certain statements set forth in this Form 10-Q and in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 that are not historical in nature (including the Company's forecasts, beliefs and expectations) are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management’s Discussion and Analysis contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. The Company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the Company due to a variety of factors, such as:

•deterioration in world economic conditions, or in economic conditions in any of the geographic regions in which the Company or its customers or suppliers conduct business, including adverse effects from a global economic slowdown or recession, pandemics, epidemics or other public health concerns, terrorism, or hostilities. This includes: political risks associated with the potential instability of governments and legal systems in countries in which the Company or its customers or suppliers conduct business, changes in currency valuations, additional costs, taxes and restrictions related to repatriation of cash in international jurisdictions, strained geopolitical relations between countries in which we have significant operations, and recent world events that have increased macroeconomic risks posed by international trade disputes, tariffs and sanctions;

•negative impacts to the Company's business, results of operations, financial position or liquidity, disruption to the Company's supply chains, and negative impacts to operations;

•the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates. This includes: the ability of the Company to respond to rapid changes in customer demand, disruptions to the Company's supply chain, the effects of customer or supplier bankruptcies or liquidations, the impact of changes in industrial business cycles, the ability of the Company to effectively adjust the prices for its products in response to changing dynamics, the effects of distributor inventory corrections reflecting de-stocking of the supply chain, changes in customer preferences due to emergent technologies, evolving regulatory landscapes or other factors, and whether conditions of fair trade continue in the Company's markets;

•competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, the introduction of new products or services by existing and new competitors, competition for skilled labor and new technology, such as artificial intelligence, that may impact the way the Company’s products are produced, sold or distributed;

•changes in operating costs. This includes: the effect of changes in the Company’s manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability and cost of raw materials, energy and fuel; changes in tariff rates and other costs associated with tariffs; disruptions to the Company's supply chain and logistical issues associated with port closures or delays or increased costs; changes in the expected costs associated with product warranty claims especially in industry segments with potential high claim values; changes in the global regulatory landscape (including with respect to climate change or other environmental regulations); changes resulting from inventory management and cost reduction initiatives; the effects of unplanned plant shutdowns; costs associated with inclement weather events; the effects of government-imposed restrictions, commercial requirements and Company goals associated with climate change and emissions or other sustainability initiatives; and changes in the cost of labor and benefits;

•the success of the Company’s operating plans, announced programs, initiatives and capital investments; the ability to integrate acquired companies and to address material issues both identified and not uncovered during the Company's due diligence review; and the ability of acquired companies to achieve satisfactory operating results, including results being accretive to earnings, realization of synergies and expected cash flow generation;

•the Company’s ability to maintain appropriate relations with unions or works councils that represent Company employees in certain locations in order to avoid disruptions of business;

•the continued attraction, retention and development of management, other key employees, and other skilled personnel, the successful development and execution of succession plans and management of other human capital matters;

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•unanticipated litigation, claims, investigations, remediation or assessments. This includes: claims, investigations or problems related to intellectual property, product liability or warranty, foreign export, sanctions and trade laws, government procurement regulations, competition and anti-bribery laws, climate change, PTFE, PFAS, other environmental or health and safety issues, data privacy, cybersecurity and taxes;

•the rapidly evolving global regulatory landscape and the corresponding heightened operational complexity and compliance risks;

•changes in worldwide financial and capital markets, including fluctuations in interest rates, impacting the availability of financing on satisfactory terms as a result of financial stress affecting the banking system or otherwise, which affect the Company’s cost of funds and/or ability to raise capital, as well as customer demand and the ability of customers to obtain financing to purchase the Company’s products or equipment that contain the Company’s products;

•the Company's ability to satisfy its obligations and comply with covenants under its debt agreements, maintain favorable credit ratings and its ability to renew or refinance borrowings on favorable terms;

•the impact on the Company's pension obligations and assets due to changes in interest rates, investment performance and other tactics designed to reduce risk; and

•those items identified under Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 or this Form 10-Q.

Additional risks relating to the Company's business, the industries in which the Company operates, or the Company's common shares may be described from time to time in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"). All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the Company's control.

Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to information appearing under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Furthermore, a discussion of market risk exposures is included in Part II, Item 7A. Quantitative and Qualitative Disclosure about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in reported market risk since the inclusion of this discussion in the Company’s Annual Report on Form 10-K referenced above.

ITEM 4. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)Changes in Internal Control Over Financial Reporting

During the Company’s fiscal quarter ended March 31, 2026, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On March 18, 2026, the Company acquired Bijur Delimon. The results of the Bijur Delimon acquisition are included in the Company's consolidated financial statements for the three months ended March 31, 2026. The total and net assets of this acquisition represented 2% of the Company's total assets and 3% of the Company's net assets as of March 31, 2026. The net sales of Bijur Delimon represented less than 1% of the Company's consolidated net sales for the three months ended March 31, 2026.

The scope of the Company's assessment of the effectiveness of internal control over financial reporting will not include the Bijur Delimon acquisition noted above. This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from the Company's scope in the year of acquisition.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business. SEC regulations require us to disclose certain information about legal proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to such regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. We believe matters under this threshold are not material to the Company. In the opinion of management, the ultimate disposition of open proceedings as of March 31, 2026 will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations.

Item 1A. Risk Factors

The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, included a detailed discussion of our risk factors. There have been no material changes to the risk factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Common Shares

The following table provides information about purchases by the Company of its common shares during the quarter ended March 31, 2026.

Period	Total number<br><br>of shares<br><br>purchased (1)	Average<br><br>price paid<br><br>per share (2)		Total number<br>of shares<br>purchased as<br>part of publicly<br>announced<br>plans or<br>programs	Maximum<br><br>number of<br><br>shares that<br><br>may yet<br><br>be purchased<br><br>under the plans<br><br>or programs (3)
1/1/2026 - 1/31/2026	1,018	$	90.70	—	1,359,690
2/1/2026 - 2/28/2026	82,526	107.87		—	—
3/1/2026 - 3/31/2026	283,570	99.40		282,000	9,718,000
Total	367,114	$	101.28	282,000	—

(1)Of the shares purchased in January, February, and March, 1,018, 82,526, and 1,570, respectively, represent common shares of the Company that were owned and tendered by employees to exercise stock options and to satisfy withholding obligations in connection with the exercise of stock options or vesting of restricted shares.

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

(3)On February 13, 2026, the Company announced that its Board of Directors approved a new share repurchase plan, effective March 1, 2026, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate. This share purchase plan expires on February 28, 2031. Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transactions, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.

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Item 5. Other Information

During the fiscal quarter ended March 31, 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K).

Item 6. Exhibits

10.1	Form of Deferred Shares Agreement, as adopted February 12, 2026 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated.
10.2	Amended Appendix for special terms and conditions for equity awards granted to Timken participants in France pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated.
31.1	Certification of Lucian Boldea, President and Chief Executive Officer (principal executive officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Michael A. Discenza, Executive Vice President and Chief Financial Officer (principal financial officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of Lucian Boldea, President and Chief Executive Officer (principal executive officer) and Michael A. Discenza, Executive Vice President and Chief Financial Officer (principal financial officer) of The Timken Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial statements from the quarterly report on Form 10-Q of The Timken Company for the quarter ended March 31, 2026 filed on May 6, 2026, formatted in Inline XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE TIMKEN COMPANY
Date: May 6, 2026	By: /s/ Lucian Boldea
	Lucian Boldea<br>President and Chief Executive Officer<br>(Principal Executive Officer)
Date: May 6, 2026	By: /s/ Michael A. Discenza
	Michael A. Discenza<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial Officer)

45

Document

Exhibit 10.1

THE TIMKEN COMPANY

Deferred Shares Agreement

THIS DEFERRED SHARES AGREEMENT (this “Agreement”) is made, effective as of March 1, 2026 (the “Date of Grant”), by and between The Timken Company, an Ohio corporation (the “Company”), and the undersigned Grantee pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time (the “Plan”), with additional grant details provided on the secure web portal of the third-party vendor used by the Company for the administration of the Plan (such information is referred to herein as the “Grant Summary”). All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein shall have the meanings assigned to them in the Plan.

1.Grant and Vesting of Awards. Subject to the terms and conditions of the Plan and this Agreement, Grantee has been granted on the Date of Grant the right to receive (a) the number of Common Shares specified in the Grant Summary and (b) dividend equivalents payable in cash on a deferred basis (the “Deferred Cash Dividends”) with respect to the Common Shares covered by this Agreement. Subject to Sections 2 and 3 hereof, Grantee’s right to receive the Common Shares covered by this Agreement and any related Deferred Cash Dividends that are accumulated will become nonforfeitable on the third anniversary of the Date of Grant (the “Vesting Date”), if Grantee remains in the continuous employ of the Company or a Subsidiary from the Date of Grant through the Vesting Date (such period, the “Vesting Period”). For purposes of this Agreement, Grantee’s continuous employment with the Company or a Subsidiary will not be deemed to have been interrupted, and Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of any transfer of employment among the Company and its Subsidiaries.

2.Alternative Vesting of Awards. Notwithstanding Section 1 of this Agreement, and subject to the payment provisions of Section 5 of this Agreement, Grantee’s right to receive the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated may become nonforfeitable if any of the following circumstances apply:

(a)Death or Permanent Disability: Grantee’s right to receive the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will immediately become nonforfeitable if Grantee dies or becomes Permanently Disabled (as defined below) while in the employ of the Company or any Subsidiary during the Vesting Period. If Grantee dies or becomes Permanently Disabled during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 2(c) or 2(d), then the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will immediately become nonforfeitable; provided, however, that if Section 2(d) applies, the Common Shares covered by this Agreement and any related Deferred Cash Dividends will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any related Deferred Cash Dividends would have become nonforfeitable pursuant to Section 2(d).

NAI-5008746833v5

Exhibit 10.1

For purposes of this Agreement, “Permanently Disabled” means that Grantee has qualified for long-term disability benefits under a disability plan or program of the Company, or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.

(b)Change in Control:

(i)Upon a Change in Control occurring during the Vesting Period while Grantee is an employee of the Company or a Subsidiary, if any Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated remain outstanding and unvested, they will immediately become nonforfeitable (except to the extent that a Replacement Award for such Common Shares and Deferred Cash Dividends is provided to Grantee). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 2(c) or 2(d), then, upon a Change in Control that occurs prior to the Vesting Date, the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will immediately become nonforfeitable; provided, however, that if Section 2(d) applies, the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any related Deferred Cash Dividends would have become nonforfeitable pursuant to Section 2(d).

(ii)For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred shares, (B) that has a value at least equal to the value of the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated, (E) that becomes nonforfeitable in full upon a termination of Grantee’s employment with the Company or its Successor in the Change in Control (or another entity that is affiliated with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto, or the Replacement Award, failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take

• 2 -

NAI-5008746833v5

Exhibit 10.1

the form of a continuation of the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(iii)For purposes of Section 2(b)(ii), “Good Reason” means: a material reduction in the nature or scope of the responsibilities, authorities or duties of Grantee attached to Grantee’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Grantee’s principal office immediately prior to the Change in Control, or a material reduction in Grantee’s remuneration upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Grantee gives notice to the Successor of the occurrence of such event and the Successor fails to cure the event within 30 days following the receipt of such notice.

(iv)If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control.

(c)Divestiture: If Grantee’s employment with the Company or a Subsidiary terminates as the result of a Divestiture (as defined below) during the Vesting Period, then the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will become nonforfeitable in accordance with the vesting schedule set forth in Section 1 as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant through the Vesting Date or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “Divestiture” means a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

(d)Termination Without Cause: Subject to Section 5(c) hereof, if Grantee’s employment with the Company or a Subsidiary is terminated by the Company or a Subsidiary other than for Cause during the Vesting Period (a “Termination Without Cause”), then a number of Common Shares covered by this Agreement (and any related Deferred Cash Dividends then accumulated) will become nonforfeitable equal to the product of (A) the number of Common Shares that would have become nonforfeitable in accordance with the vesting schedule set forth in Section 1 as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant through the Vesting Date or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first, multiplied by (B) a fraction (in no case greater than 1), the numerator of which is (x) the number of calendar days in the Vesting Period that have elapsed through the date of the Grantee’s Termination Without Cause, and the

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NAI-5008746833v5

Exhibit 10.1

denominator of which is (y) the total number of calendar days in the Vesting Period.

For purposes of this Agreement, “Cause” means: (i) an intentional act of fraud, embezzlement or theft in connection with Grantee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional, wrongful engagement in any competitive activity that would constitute a material breach of Grantee’s duty of loyalty to the Company or a Subsidiary (or the Successor, if applicable); (iv) the willful misconduct in the performance of Grantee’s duties to the Company or a Subsidiary (or the Successor, if applicable); or (v) gross negligence in the performance of Grantee’s duties to the company or a Subsidiary (or the Successor, if applicable). No act, or failure to act, on the part of Grantee shall be deemed “intentional” unless done or omitted to be done by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in or not opposed to the best interest of the Company or a Subsidiary (or the Successor, if applicable); provided, that for any Grantee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such agreement.

3.Forfeiture of Awards. Grantee’s right to receive the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a Subsidiary for any reason other than as described in Section 1 or 2 hereof prior to the Vesting Date. In the event that Grantee intentionally commits an act that the Committee determines to be materially adverse to the interests of the Company or a Subsidiary, Grantee’s right to receive the Common Shares covered by this Agreement and any related Deferred Cash Dividends then accumulated will be forfeited at the time of that determination notwithstanding any other provision of this Agreement to the contrary.

4.Crediting of Deferred Cash Dividends. With respect to each of the Common Shares covered by this Agreement, Grantee will be credited on the records of the Company with Deferred Cash Dividends in an amount equal to the amount per share of any cash dividends declared by the Board on the outstanding Common Shares during the period beginning on the Date of Grant and ending on the date on which Grantee receives payment of the Common Shares covered by this Agreement pursuant to Section 5 hereof or at the time when the Common Shares covered by this Agreement are forfeited in accordance with Section 3 of this Agreement. The Deferred Cash Dividends will accumulate without interest.

5.Payment of Awards.

(a)General: Subject to Sections 3 and 5(b), payment for the Common Shares covered by this Agreement that are nonforfeitable will be paid in Common Shares, and any such Common Shares and any related Deferred Cash Dividends then accumulated will be made within 60 days following the Vesting Date.

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NAI-5008746833v5

Exhibit 10.1

(b)Other Payment Events: Notwithstanding Section 5(a), to the extent that the Common Shares covered by this Agreement are nonforfeitable on the dates set forth below, payment with respect to the Common Shares covered by this Agreement that have become nonforfeitable and any related Deferred Cash Dividends then accumulated will be made as follows:

(i)Change in Control. Within 10 days of a Change in Control, Grantee is entitled to receive payment for the Common Shares covered by this Agreement that are nonforfeitable and any related Deferred Cash Dividends then accumulated on the date of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Sections 5(a) or 5(b)(ii) as though such Change in Control had not occurred.

(ii)Death or Permanent Disability. Within 30 days of the date of Grantee’s death or the date Grantee becomes Permanently Disabled, Grantee is entitled to receive payment for the Common Shares covered by this Agreement that are nonforfeitable and any related Deferred Cash Dividends then accumulated on such date.

(c)Release Requirement: Notwithstanding any provision of this Agreement to the contrary, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto will not become nonforfeitable or payable pursuant to Section 2(d) of this Agreement as a result of a Termination Without Cause or pursuant to Section 2(b)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Company or the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company or the Successor, which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company or the Successor at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in one taxable year of Grantee, and ends in a second taxable year of Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the second taxable year.

6.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement or pay any Deferred Cash Dividends accumulated with respect thereto if the issuance or payment thereof would result in violation of any such law. To the extent that the Ohio Securities Act shall be applicable to this Agreement, the Company shall not be obligated to issue any of the Common Shares or other securities covered by this Agreement or pay any Deferred Cash Dividends accumulated with respect thereto unless such Common Shares and Deferred Cash Dividends are (a) exempt from registration thereunder, (b) the subject of a transaction that is exempt from compliance therewith, (c) registered by description or qualification thereunder or (d) the subject of a transaction that shall have been registered by description thereunder.

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NAI-5008746833v5

Exhibit 10.1

7.Transferability. Neither Grantee’s right to receive the Common Shares covered by this Agreement nor Grantee’s right to receive any Deferred Cash Dividends shall be transferable by Grantee except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 7 shall be null and void, and the purported transferee shall obtain no rights with respect to such Shares.

8.Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent.

9.Adjustments. Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number or kind of shares of stock or other securities covered by this Agreement, and other terms and provisions, that the Committee shall determine is equitably required to prevent any dilution or expansion of Grantee’s rights under this Agreement that otherwise would result from any (a) extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization, partial or complete liquidation or other distribution of assets involving the Company or (c) other transaction or event having an effect similar to any of those referred to in clauses (a) or (b) of this sentence. Moreover, in the event that any transaction or event described or referred to in the immediately preceding sentence, or a Change in Control, shall occur, the Committee shall provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration (including cash), if any, as the Committee shall determine in good faith to be equitable under the circumstances.

10.Withholding Taxes. To the extent that the Company or a Subsidiary is required to withhold federal, state, local or foreign taxes or other amounts in connection with any delivery of Common Shares to Grantee, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such delivery of Common Shares or any other benefit provided for under this Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. To the extent permitted by applicable law, Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Common Shares delivered to Grantee. Any Common Shares so withheld shall be credited against such withholding requirements at the fair market value of such shares on the date of such withholding. Grantee may also satisfy such tax obligation by paying the Company cash via personal check or having such amounts deducted from payroll, to the extent permitted by applicable law.

11.Clawback; Recapture.

(a)Notwithstanding anything in this Agreement to the contrary, Grantee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares at any point may be traded) (the “Compensation Recovery Policy”), and that applicable terms of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. By accepting this award under the Plan and pursuant to this Agreement, Grantee consents to be bound by the terms of the Compensation

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NAI-5008746833v5

Exhibit 10.1

Recovery Policy, to the extent applicable to Grantee, and agrees and acknowledges to fully cooperate with and assist the Company in connection with any of Grantee’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Grantee of any such amounts, including from Grantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

(b)Nothing in this Agreement or otherwise (i) limits Grantee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in non-U.S. jurisdictions) or (ii) prevents Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions.

12.No Right to Future Awards or Employment. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. This award and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. No provision of this Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate Grantee’s employment at any time.

13.Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

14.Processing of Information. Information about Grantee and Grantee’s award of Common Shares and Deferred Cash Dividends may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Grantee’s country or elsewhere, including the United States of America. Grantee consents to the processing of information relating to Grantee and Grantee’s receipt of the Common Shares and Deferred Cash Dividends in any one or more of the ways referred to above.

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NAI-5008746833v5

Exhibit 10.1

15.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that subject to the terms of the Plan and the provisions of Section 8 hereof, no amendment shall materially impair the rights of Grantee with respect to either the Common Shares or other securities covered by this Agreement or the Deferred Cash Dividends without Grantee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Grantee to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law.

16.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid.

17.Choice of Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. Grantee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Grantee based on or arising out of this Agreement and Grantee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Grantee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.

[Signatures on the Following Page]

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NAI-5008746833v5

Exhibit 10.1

This Agreement is executed by the Company on this ___ day of __________, 20__.

The Timken Company

By:     Name: Hansal N. Patel Title: Executive Vice President, General Counsel & Secretary

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NAI-5008746833v5

Document

Exhibit 10.2

Appendix A

SPECIAL TERMS AND CONDITIONS FOR EQUITY AWARDS GRANTED TO TIMKEN PARTICIPANTS IN FRANCE

This Appendix A contains special terms and conditions of grants of time-based Restricted Stock Units (“RSUs”) and performance-based Restricted Stock Units (“PRSUs” and together with RSUs, the “Awards”) made pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time (the “Plan”), and the related Time-Based Restricted Stock Units Agreement (the “RSU Agreement”) and the Performance-Based Restricted Stock Units Agreement (the “PRSU Agreement” and together with the RSU Agreement, the “Agreements”), that will apply to you if you reside in France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and/or the applicable Agreement. This Appendix A is part of each Agreement.

This Appendix A also includes information regarding exchange control and certain other issues of which you should be aware with respect to your Awards. The information is based on the securities, exchange control and other laws in effect in France as of February 2026. Such laws are often complex and change frequently. The Timken Company (the “Company”) therefore strongly recommends that you do not rely on the information in this Appendix A as the only source of information relating to the consequences of the Awards because such information may be outdated when the Awards vest and/or you sell any Common Shares after vesting.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently working, transferred employment after the Awards were granted to you, or are considered a resident of another country for local law purposes, the information contained herein may not apply.

Exhibit 10.2

TERMS AND CONDITIONS APPLICABLE TO ALL OF THE AWARDS

1.    Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Awards by electronic means. Grantee has consented to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by Company.

2.    Nature of Grant. Grantee acknowledges that:

(a)    the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan or the Agreements;

(b)    the grants of the Awards are voluntary and occasional and do not create any contractual or other right to receive future grants of the Awards, or benefits in lieu of the Awards, even if the Awards have been granted repeatedly in the past;

(c)    all decisions with respect to future grants of the Awards, if any, will be at the sole discretion of the Company;

(d)    Grantee is voluntarily participating in the Plan;

(e)    the Awards are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company, its Subsidiaries, and/or its affiliates, and that is outside the scope of Grantee’s employment contract with the Company or its affiliates, if any;

(f)    the Awards are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments;

(g)    the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;

(h)    in consideration of the grant of the Awards, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the Awards or diminution in value of the Awards or the Common Shares resulting from Grantee’s termination of employment (for any reason whatsoever and whether or not in breach of local labor laws); and

(i)    notwithstanding any terms or conditions of the Plan to the contrary, in the event of the involuntary termination of Grantee’s employment, Grantee’s right to receive the Awards and vest in the Awards under the Plan, if any, will terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment

Exhibit 10.2

would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the involuntary termination of employment, Grantee’s right to vest in the Awards after termination of employment, if any, will be measured by the date of termination of Grantee’s active employment and will not be extended by any notice period mandated under local law.

3.    Language. By signing each Agreement, Grantee acknowledges that Grantee has agreed to the receipt of the Agreements and all documents related to the Awards in the English language.

NOTIFICATIONS APPLICABLE TO ALL OF THE AWARDS

Data Privacy. Please consult the notice addressing the EU General Data Protection Regulation, which is attached hereto as Addendum 1.

Exchange Control Information. If you import or export cash (e.g., sales’ proceeds received under the Plan) with a value equal to or exceeding €10,000 and do not use a financial institution to do so, you must submit a report to the customs and excise authorities. If you maintain a foreign bank account, you are required to report such account to the French tax authorities when filing your annual tax return.

EU Prospectus Regulation. Please consult the information statement addressing the employee share plan exemption under the EU Prospectus Regulation, which is attached hereto as Addendum 2.

TERMS AND CONDITIONS APPLICABLE ONLY TO RSUs

Qualified Award. Your grant of RSUs is being made pursuant to the French Sub-Plan, which is attached hereto as Addendum 3, and which contains additional terms and conditions that govern your RSUs and participation in the Plan. Please review that document carefully. Furthermore, the RSUs evidenced by the RSU Agreement are intended to meet the requirements of Articles L.225-197-1 et seq. of the French commercial code relating to grants of French tax qualifying awards (“actions gratuites”).

Death or Disability. Section 4(a) of the RSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“(a)     Death or Permanent Disability: If Grantee dies or becomes Permanently Disabled (as defined below) while employed by the Company or any Subsidiary, then the RSUs will immediately Vest in full upon Grantee’s death or Permanent Disability. If Grantee dies or becomes Permanently Disabled during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then the RSUs will immediately Vest in full upon Grantee’s death or Permanent Disability, except that if Section 4(e) applies, the RSUs will immediately Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e). For purposes

Exhibit 10.2

of this Agreement, “Permanently Disabled” means disability as determined in categories 2 and 3 under article L. 341-4 of the French Social Security Code as amended.”

Change in Control. Section 4(c)(i) of the RSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“(i)     Upon a Change in Control that occurs during the period that commences on the Date of Grant and ends on the fourth Vesting Date (such period, the “Restriction Period”) while Grantee is an employee of the Company or a Subsidiary, except to the extent that a Replacement Award for the RSUs is provided to Grantee, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full; provided, however, that (A) if the Change in Control occurs before the first anniversary of the Date of Grant, the RSUs will be forfeited in full, and (B) if the Change in Control occurs between the first anniversary of the Date of Grant and the second anniversary of the Date of Grant, the Common Shares issued upon Vesting may not be transferred or sold until the second anniversary of the Date of Grant. If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then, upon a Change in Control that occurs after the second anniversary of the Date of Grant, any RSUs that remain outstanding and that have not yet Vested as of such Change in Control will immediately Vest in full, except that if Section 4(e) applies, the RSUs will Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e).”

Alternative Vesting of RSUs – Divestiture. The first sentence of Section 4(d) of the RSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“If Grantee’s employment with the Company or a Subsidiary terminates as the result of a Divestiture (as defined below, and to the extent French law permits such termination), then Grantee will continue to Vest in any RSUs that remain outstanding and have not yet vested at the time of termination in accordance with the vesting schedule described in Section 3 until the earlier of (i) the end of the Restriction Period and (ii) the occurrence of an event referenced in Section 4(a) or 4(c).”

Form and Time of Payment of RSUs. For the avoidance of doubt, notwithstanding any provision in the RSU Agreement, this Appendix A or the Plan to the contrary, payment for Vested RSUs as provided in Section 6 of the RSU Agreement will only be made in Common Shares for participants in France.

Exhibit 10.2

Clawback; Recapture. Section 9(a) of the RSU Agreement will only apply to the RSUs to the extent permitted by applicable law. Section 9(b)(ii) of the RSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“(ii) prevents Grantee, without prior notice to the Company, in accordance with applicable law, from the internal or external reporting, or public disclosure, of possible legal violations. Within the framework of applicable law, these acts include reporting to authorities without prior notice to the Company or any of the Company’s affiliates that employ Grantee, or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purposes of clarity Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions.”

Acceleration of Vesting. For the avoidance of doubt, notwithstanding any provision in the RSU Agreement, this Appendix A or the Plan to the contrary, and in compliance with minimum vesting requirements and exceptions provided for under the Plan and the French Sub-Plan (if any), if Grantee’s employment with the Company or a Subsidiary terminates as a result of (a) Grantee’s Retirement pursuant to Section 4(b) of the RSU Agreement, (b) a Divestiture pursuant to Section 4(d) of the RSU Agreement, or (c) a Termination Without Cause pursuant to Section 4(e) of the RSU Agreement, the Committee may, in its sole discretion, accelerate the Vesting of the RSUs so that it occurs on the date of such termination, but only to the extent (i) such acceleration is permissible under Section 409A of the Code (if Section 409A of the Code is applicable to the RSUs) and does not result in adverse consequences to the Company, a Subsidiary or Grantee under applicable law, (ii) such acceleration occurs after the second anniversary of the Date of Grant, and (iii) if Grantee is an officer of the Company under Section 16 of the Exchange Act, requisite corporate approval has been obtained.

TERMS AND CONDITIONS APPLICABLE ONLY TO PRSUs

Qualified Award. Your grant of PRSUs is being made pursuant to the French Sub-Plan, which is attached hereto as Addendum 3, and which contains additional terms and conditions that govern your PRSUs and participation in the Plan. Please review that document carefully. Furthermore, the PRSUs evidenced by the PRSU Agreement are intended to meet the requirements of Articles L.225-197-1 et seq. of the French commercial code relating to grants of French tax qualifying awards (“actions gratuites”).

Death or Permanent Disability. Section 4(a) of the PRSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“(a)     Death or Permanent Disability: If Grantee dies or becomes Permanently Disabled (as defined below) while employed by the Company or any Subsidiary, then Grantee will Vest in a number of PRSUs equal to the

Exhibit 10.2

product of (i) the number of PRSUs in which Grantee would have Vested in accordance with the terms and conditions of Section 3 if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the payment date of the Vested PRSUs under Section 6(a) or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, multiplied by (ii) a fraction (in no case greater than 1) the numerator of which is the number of whole months from the first day of the Performance Period through the date of such death or Permanent Disability and the denominator of which is 36. PRSUs that Vest in accordance with this Section 4(a) will be paid as set forth in Section 6(a) of this Agreement. For purposes of this Agreement, “Permanently Disabled” means disability as determined in categories 2 and 3 under article L. 341-4 of the French Social Security Code as amended.”

Retirement. Section 4(b) of the PRSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“(b)     Retirement: If Grantee Retires (as defined below), then Grantee will Vest in a number of PRSUs equal to the product of (i) the number of PRSUs in which Grantee would have Vested in accordance with the terms and conditions of Section 3 if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the payment date of the Vested PRSUs under Section 6(a) or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, multiplied by (ii) a fraction (in no case greater than 1) the numerator of which is the number of whole months from the first day of the Performance Period through the date of such Retirement and the denominator of which is 36; provided, however, that (A) if the Change in Control occurs before the first anniversary of the Date of Grant, the PRSUs will be forfeited in full, and (B) if the Change in Control occurs between the first anniversary of the Date of Grant and the second anniversary of the Date of Grant, the Common Shares issued upon the Change in Control may not be transferred or sold until the second anniversary of the Date of Grant. PRSUs that Vest in accordance with this Section 4(b) will be paid as set forth in Section 6(a) of this Agreement. For purposes of this Agreement, “Retire” or “Retirement” means: (I) Grantee’s voluntary termination of employment at or after age 62 or (II) Grantee’s termination of employment in accordance with applicable non-U.S. local law, if such non-U.S. law requires such termination to be treated as a retirement based on different criteria than those set forth in the preceding clause (I).”

Change in Control. Section 4(c)(i) of the RSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

Exhibit 10.2

“(i)     Upon a Change in Control that occurs during the Restriction Period while Grantee is an employee of the Company or a Subsidiary or during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(a), 4(b), 4(d) or 4(e), any PRSUs that remain outstanding and have not yet Vested as of such Change in Control will Vest, except to the extent that a Replacement Award for the RSUs is provided to Grantee) as follows: the Performance Period will terminate and the Committee as constituted immediately before the Change in Control will determine and certify the Vested PRSUs based on actual performance through the most recent date prior to the Change in Control for which achievement of the Performance Metrics can reasonably be determined; provided, however, that (A) if the Change in Control occurs before the first anniversary of the Date of Grant, the PRSUs will be forfeited in full, and (B) if the Change in Control occurs between the first anniversary of the Date of Grant and the second anniversary of the Date of Grant, the Common Shares issued upon the Change in Control may not be transferred or sold until the second anniversary of the Date of Grant. PRSUs that Vest in accordance with this Section 4(c)(i) will be paid as set forth in Section 6(b) of this Agreement.”

Alternative Vesting of PRSUs – Divestiture. The first sentence of Section 4(d) of the PRSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“If Grantee’s employment with the Company or a Subsidiary terminates as the result of a Divestiture (as defined below, and to the extent French law permits such termination), then Grantee shall Vest in the PRSUs in accordance with the terms and conditions of Section 3 as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the end of the three-year period described in Section 3 or the occurrence of a circumstance referenced in Section 4(a) or Section 4(c), whichever occurs first.”

Form and Time of Payment of PRSUs. For the avoidance of doubt, notwithstanding any provision in the PRSU Agreement, this Appendix A or the Plan to the contrary, payment for Vested PRSUs as provided in Section 6 of the PRSU Agreement will only be made in Common Shares for participants in France.

Clawback; Recapture. Section 9(a) of the PRSU Agreement will only apply to the PRSUs to the extent permitted by applicable law. Section 9(b)(ii) of the PRSU Agreement is hereby amended in its entirety to read as follows (with the revised language in italics):

“(ii) prevents Grantee, without prior notice to the Company, in accordance with applicable law, from the internal or external reporting, or public disclosure, of possible legal violations. Within the framework of applicable law, these acts include reporting to authorities without prior notice to the Company or any of the Company’s affiliates that employ Grantee, or otherwise testifying or participating

Exhibit 10.2

in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purposes of clarity Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions.”

Acceleration of Vesting. For the avoidance of doubt, notwithstanding any provision in the PRSU Agreement, this Appendix A, and the Plan to the contrary, and in compliance with minimum vesting requirements and exceptions provided for under the Plan (if any) and the French Sub-Plan (if any), if Grantee’s employment with the Company or a Subsidiary terminates as a result of (a) Grantee’s Retirement pursuant to Section 4(b) of the PRSU Agreement, (b) a Divestiture pursuant to Section 4(d) of the PRSU Agreement, or (c) a Termination Without Cause pursuant to Section 4(e) of the PRSU Agreement, the Committee may, in its sole discretion, accelerate the Vesting of the Award, so that it occurs on the date of such termination, but only to the extent (i) such acceleration is permissible under Section 409A of the Code (if Section 409A of the Code is applicable to the PRSUs) and does not result in adverse consequences to the Company, a Subsidiary or Grantee under applicable law, (ii) such acceleration occurs after the second anniversary of the Grant Date, and (iii) if Grantee is an officer of the Company under Section 16 of the Exchange Act, requisite corporate approval has been obtained.

Document

Exhibit 31.1

Principal Executive Officer’s Certifications

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lucian Boldea, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Timken Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026

By: /s/ Lucian Boldea
Lucian Boldea<br>President and Chief Executive Officer<br>(Principal Executive Officer)

Document

Exhibit 31.2

Principal Financial Officer’s Certifications

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Discenza, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Timken Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026

By: /s/ Michael A. Discenza
Michael A. Discenza<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial Officer)

Document

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of The Timken Company (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: May 6, 2026

By: /s/ Lucian Boldea
Lucian Boldea<br>President and Chief Executive Officer<br>(Principal Executive Officer)
By: /s/ Michael A. Discenza
---
Michael A. Discenza<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Report or as a separate disclosure document.