TIMKEN CO

Item Departure 5.02. of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 29, 2026, the Board of Directors (the “Board”) of The Timken Company (the “Company”) appointed Stephen P. Ribaudo to the position of Executive Vice President and Chief Operating Officer of the Company effective as of September 1, 2026. Mr. Ribaudo, age 41, has served as Senior Vice President and General Manager of Commercial HVAC Americas of Carrier Global Corporation (“Carrier”), a global leader in heating, ventilation, and air conditioning and refrigeration, since April 2026. Prior to such role, he held positions with Carrier as Vice President and General Manager of Commercial HVAC Americas from August 2023 to April 2026, and Vice President, Global Operations for Fire & Security of Carrier from March 2022 to August 2023. Prior to his roles with Carrier, Mr. Ribaudo served as Executive Director, Wheel & Brake Operations at Collins Aerospace, an aviation and defense technology company, from September 2020 to March 2022. Mr. Ribaudo will receive the following compensation in connection with his service as Executive Vice President and Chief Operating Officer of the Company: (1) base salary at the rate of $670,000 per year; (2) beginning with 2026, participation in the Company’s annual short-term incentive compensation program for executive officers, with a target award opportunity equal to 80% of his earned annual base salary and award achievement based on actual performance (with the payout for 2026 calculated as if Mr. Ribaudo had been employed by the Company starting on January 1, 2026); (3) beginning with 2026, participation in the Company’s annual long-term equity incentive compensation program for executive officers, with an aggregate target award opportunity equal to at least $1,794,000 for the first year’s grant (the 2026 grant will be comprised of time-based restricted stock units (“RSUs”) that generally vest ratably in annual amounts on the first four anniversaries of the date of grant, plus target performance-based RSUs for the 2026-2028 performance period on substantially the same terms as similar awards made to other Company executives for that performance period); (4) participation in the Company’s other standard benefits and perquisites for its executive officers; (5) a cash “sign-on” payment of $250,000; and (6) a $1,000,000 “make-whole” time-based RSU award that will generally vest in one-third amounts on each of the first three anniversaries of the date of grant. Mr. Ribaudo will also enter into a Severance Agreement (the “Severance Agreement”) with the Company, in form and substance to be approved by the Board or an applicable committee of the Board. In general, the Severance Agreement will provide for severance payments, continued medical, dental and vision coverage for a specified period of time, a prorated annual incentive for the year of termination and certain other benefits as described in the Severance Agreement. Generally, if Mr. Ribaudo experiences a qualifying termination prior to a change in control of the Company, he will receive cash severance equal to the sum of his base salary plus his target annual incentive (plus continued participation for up to one year in the Company’s medical, dental, and vision plans and outplacement benefits on terms not less favorable than those in effect for actively employed key employees of the Company), and if Mr. Ribaudo experiences a qualifying termination within two years after a change in control of the Company, he will receive cash severance equal to two times the sum of his base salary plus his target annual incentive (plus up to two years of continued medical, dental and vision coverage and outplacement benefits). Mr. Ribaudo’s participation under the Severance Agreement is generally subject to a customary release of claims in favor of the Company and his compliance with customary confidentiality, non-competition and other restrictive covenants. Further, Mr. Ribaudo is expected to execute the Company’s standard Non-Disclosure, Restrictive Covenant, and Assignment Agreement, containing certain other confidentiality, non-competition and non-solicitation covenants, and the Company’s standard indemnification agreement for officers.

Item Other 8.01. Events. Effective upon Mr. Ribaudo’s start of employment with the Company, Timothy A. Graham will be appointed to the position of Executive Vice President and Chief Commercial Officer. Mr. Graham will lead enterprise-wide commercial strategy, marketing and commercial sales excellence, including oversight of sales execution and revenue growth in each of the regions.