TKRNYSESEC EDGAREDGAR

TIMKEN CO

Ball & Roller Bearings·NORTH CANTON, OH·FY end 12/31·CIK 98362

Board of Directors

12 members · 11 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Lucian BoldeaCEO and Director1y54
Maria A. CroweDirector12y66AuditNCG$289,964
Elizabeth A. HarrellDirector9y72CompNCG$272,464
Richard G. KyleDirector13y60$24,932
Sarah C. LauberDirector5y54AuditComp$279,492
Todd M. LeombrunoDirector2y56AuditNCG$275,206
Christopher L. MapesDirector12y64AuditNCG$277,464
Ajita G. RajendraDirector12y74AuditComp$289,964
Kimberly K. RyanDirector1y59AuditComp$267,929
Frank C. SullivanDirector23y65CompNCG$272,464
John M. Timken, Jr.Chair40y74$402,464
Ward J. Timken, Jr.Director24y58$252,464

Risk-factor diff

FY 2025 10-K vs. FY 2024
+203 new257 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

We have audited the accompanying consolidated balance sheets of The Timken Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its…

NEW · FY 2025

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2026 expressed an unqualified opinion thereon.

NEW · FY 2025

At December 31, 2025, the Company’s pension benefit obligation was $555.1 million. The three plans with the largest pension benefit obligations, covering certain employees in the United States, comprised

NEW · FY 2025

of the total projected benefit obligation as of December 31, 2025. As explained in Note 1 to the consolidated financial statements, the Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement.

NEW · FY 2025

Auditing the pension benefit obligations of these three plans was complex and required the involvement of specialists due to the estimation uncertainty involved in determining the discount rates used in the measurement of these benefit obligations.

+ 25 more new paragraphs not shown

Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.