Current Report · Items 1.01, 2.03, 9.01 · 8-K
TIMKEN CO
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. On July 2, 2026, The Timken Company (the “Company”) entered into a Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) with certain subsidiaries of the Company from time to time party thereto, as designated borrowers, Bank of America, N.A.…
Filed Jul 6, 2026Accepted Jul 6, 2026, 4:15 PM EDTCIK 98362Accession 0001206774-26-000349
Company context
The Timken Company (NYSE: TKR; www.timken.com), a global technology leader in engineered bearings and industrial motion, designs a growing portfolio of next-generation products for diverse industries. For more than 125 years, Timken has used its specialized expertise to innovate and create customer-centric solutions that increase reliability and efficiency. Timken posted $4.6 billion in sales in 2024 and employs approximately 19,000 people globally, operating from 45 countries.
Current securities
Registered securities in this filing
TIMKEN CO · 8-K · Filed 2026-07-06
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Shares, without par value
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Filing context
Context: AsOf2026-07-02
Dimensions: Not supplied
Accession 000120677426000349 · 1 registered-security cover member
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Items 1.01, 2.03, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On July 2, 2026, The Timken
Company (the “Company”) entered into a Sixth Amended and Restated Credit Agreement (the “Credit Agreement”)
with certain subsidiaries of the Company from time to time party thereto, as designated borrowers, Bank of America, N.A. and JPMorgan
Chase Bank, N.A., as Co-Administrative Agents, JPMorgan Chase Bank, N.A., as Paying Agent for the Non-EEA Agented Borrowers, J.P. Morgan
SE, as Paying Agent for the EEA Agented Borrowers, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as L/C Issuers, JPMorgan Chase
Bank, N.A., as Swing Line Lender, and the other lenders from time to time party thereto (collectively, the “Lenders”).
The Credit Agreement amends and restates the Company’s previous revolving credit agreement, dated as of December 5, 2022 (the “Existing
Revolving Credit Agreement”), and the proceeds thereof will be used (i) to refinance the Existing Revolving Credit Agreement
and (ii) for general corporate purposes, including working capital, capital expenditures, permitted acquisitions, and to repay, redeem
or refinance existing or future indebtedness. The Credit Agreement provides for a $1.2 billion unsecured revolving credit facility. The
revolving credit facility matures on July 2, 2031. The interest rate applicable to the loans under the Credit Agreement is based on grid
pricing determined by the Company’s debt rating. In addition, the Company will pay a facility fee based on its debt rating times
the aggregate revolving credit commitments of all of the Lenders. The Credit Agreement is not secured by assets of the Company or any
of its subsidiaries.
The Credit Agreement contains
certain customary representations, warranties and covenants, including financial covenants that require the Company to maintain a consolidated
net leverage ratio and a consolidated interest coverage ratio in accordance with the limits set forth therein.
The Credit Agreement is subject
to customary events of default. If any event of default occurs and is continuing, the Lenders may instruct the administrative agents to
accelerate amounts due under the Credit Agreement (except for a bankruptcy event of default, in which case such amounts will automatically
become due and payable) and exercise other rights and remedies.
The foregoing description
of the Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Lenders and the agents
(and each of their respective subsidiaries or affiliates) of the Credit Agreement have in the past provided, and may in the future provide,
investment banking, cash management, underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other advisory
services to, or engage in transactions with, the Company and its subsidiaries or affiliates. These parties have received, and may in the
future receive, customary compensation from the Company and its subsidiaries or affiliates, for such services.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.