UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 2229, 2025

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 1-1169

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

234.262.3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~On August 22, 2025, Lucian Boldea accepted an offer to become President and Chief Executive Officer (“CEO”) of~~ The Timken Company (the “Company”) ~~effective~~issued asa ofpress ~~September~~release 1on October 29, 2025 ~~(the “Appointment Date”).~~ ~~Mr.~~announcing ~~Boldea,~~results ~~age~~for ~~54,~~the ~~has~~third ~~served~~quarter ~~as President and Chief Executive Officer~~ of ~~Industrial Automation at Honeywell International, Inc~~2025. ~~(“Honeywell”),~~A ancopy ~~integrated operating company serving a broad range~~ of ~~industries~~the ~~and~~press ~~geographies,~~release ~~since~~is ~~January~~attached ~~2024. In~~as ~~connection~~Exhibit ~~with this appointment, Richard G~~99.1 ~~Kyle will retire from his role as interim CEO, after which he will continue~~ to ~~serve~~this asCurrent anReport ~~employee of the Company as Advisor to the CEO for a transition period ending~~ on ~~November~~Form ~~14,~~8-K ~~2025 (the “Transition Period”). Prior to his current role, Mr. Boldea was President~~ and ~~Chief~~incorporated ~~Executive~~herein ~~Officer~~by of Performance Materials and Technologies at Honeywell from October 2022 to December 2023 and Executive Vice President of Additives & Functional Products and Chemical Intermediaries at Eastman Chemical Company, a global special materials company, from January 2019 to September 2022reference.

~~The~~Also ~~Compensation~~on ~~Committee~~October 29, ~~(the~~2025, ~~“Committee”) of~~ the ~~Board of Directors (the “Board”) of the~~ Company ~~approved~~will ~~the~~host ~~below~~a ~~compensation~~conference ~~elements~~call ~~for~~and ~~Mr.~~post ~~Boldea~~conference incall ~~connection~~materials ~~with~~to ~~his~~its ~~service~~website, ~~as CEO of the Company:~~www.timken.com.

~~•Base~~This ~~salary~~information atshall not be deemed to be “filed” for the ~~rate~~purposes of $1Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section,~~100~~ nor shall it be incorporated by reference into a filing under the Securities Act of 1933,~~000~~ ~~per~~or ~~year~~the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~•Participation~~Item in9.01 Financial ~~the~~Statements ~~Company’s annual short-term incentive compensation program for executive officers, with a target award equal to 125% of his earned annual base salary~~ and ~~with payment based on actual performance (with the 2025 bonus calculated as if Mr~~Exhibits. ~~Boldea was employed for the full year-2025).~~

~~•Beginning~~ (d) with 2026, participation in the Company’s annual long-term equity incentive compensation program for executive officers, with a target opportunity grant date value equal to at least $6,037,500 for the first year’s grant.Exhibits

•Participation in the Company’s other standard benefits and perquisites for its executive officers, including eligibility for relocation services substantially in accordance with Company policy.


Exhibit No.						Description
99.1						Press Release of The Timken Company dated October 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Mr. Boldea will also receive the following sign-on compensation:

•A cash payment of $1,500,000.

•Grants of restricted stock units (“RSUs”) with an aggregate target opportunity grant date value equal to approximately $6,037,500.

◦Sixty percent of the RSUs will be subject to performance-based vesting requirements, with a measurement period of January 1, 2025-December 31, 2027.

◦Forty percent of the RSUs will be subject to time-based vesting requirements, with twenty-five percent vesting on each of the next four anniversaries of the Appointment Date, subject generally to Mr. Boldea’s continued employment on each such date.

◦The Company is expected to enter into its standard award agreements with Mr. Boldea with respect to time-based RSUs and performance-based RSUs with appropriate modifications to reflect the terms of the awards.

•A grant of RSUs (“Special Grant”), with a grant date value equal to $7,000,000. The Special Grant will vest 33% on the first anniversary of the Appointment Date, 33% on the second anniversary of the Appointment Date, and 34% on the third anniversary of the Appointment Date subject to Mr. Boldea’s continued employment on each such date. The Company is expected to enter into its standard award agreement with Mr. Boldea with respect to time-based RSUs with appropriate modifications to reflect the terms of the award.

The size of the Board of the Company will be increased from twelve to thirteen Directors and Mr. Boldea will be appointed a Director effective as of the Appointment Date. Mr. Boldea will receive no additional compensation for his service as a Director while he is serving as CEO.

Mr. Boldea will also enter into a Severance Agreement (the “Severance Agreement”), in form and substance to be approved by the Board prior to the Appointment Date. The Severance Agreement will provide for a severance payment, continued medical, dental and vision coverage, a prorated bonus for the year of termination and other benefits under circumstances to be described in more detail in the Severance Agreement. Generally, if Mr. Boldea experiences a qualifying termination prior to a change in control of the Company, he will receive a cash severance payment equal to two times his base salary and incentive pay, and if Mr. Boldea experiences a qualifying termination within two years after a change in control of the Company, he will receive a cash severance payment equal to three times his base salary and incentive pay.

Mr. Boldea is expected to execute the Company’s standard Non-Disclosure, Restrictive Covenant, and Assignment Agreement, containing certain confidentiality, non-competition and non-solicitation covenants, and the Company’s standard indemnification agreement for officers.

Mr. Kyle will continue to act as the Company’s principal executive officer through the filing of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, after which Mr. Boldea will assume such role. Mr. Kyle is expected to remain a Director after the Transition Period, at which time he will begin to receive compensation as a non-employee Director.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE TIMKEN COMPANY
By:			/s/ ~~Hansal~~Michael NA. ~~Patel~~Discenza
			Hansal N. Patel
			Michael A. Discenza
			Executive Vice President, General Counsel & Secretary
			Vice President and Chief Financial Officer
Date: August 27, 2025
Date: October 29, 2025

EXHIBIT INDEX


Exhibit No.						Description
99.1						Press Release of The Timken Company dated October 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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