Every material Form 8-K Timken has filed with the SEC since February 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Timken reported third-quarter 2026 sales of $1.21 billion, up 4.7% from a year earlier, and diluted EPS of $1.34 versus $0.99. The company raised its full-year 2026 outlook to diluted EPS of $4.05 to $4.20 and adjusted EPS of $6.35 to $6.50. Adjusted EBITDA for the quarter included a net benefit of $12.4 million from IEEPA tariff refunds, which the filing notes.
Q3 2026 net sales $1.21 billion, up 4.7%; organic sales up 2.8%
Q3 diluted EPS $1.34 vs $0.99; adjusted EPS $1.65 vs $1.37
2026 outlook: diluted EPS $4.05 to $4.20; adjusted EPS $6.35 to $6.50
Q3 free cash flow $221.4 million; $88.7 million returned to shareholders
Timken reported second-quarter 2026 sales of $1.26 billion, up 7.5% from a year earlier, and adjusted diluted EPS of $1.83, up from $1.42. GAAP diluted EPS fell to $0.41 from $1.12 after a $94.4 million impairment, restructuring and reorganization charge tied to the planned belts business divestiture. The company raised its adjusted EPS outlook for 2026 to $6.05-$6.35 and now expects GAAP diluted EPS of $3.75-$4.05.
Q2 net sales $1.26 billion, up 7.5%; organic sales up 4.4%
Q2 diluted EPS $0.41 vs $1.12 a year earlier; adjusted diluted EPS $1.83 vs $1.42
Belts impairment, restructuring and reorganization charges of $94.4 million in Q2, tied to a sale to Gates Industrial Corporation plc expected to close in Q3 2026
2026 adjusted EPS outlook raised to $6.05-$6.35; GAAP EPS outlook $3.75-$4.05
Timken's board appointed Stephen P. Ribaudo, formerly a Carrier Global executive, as Executive Vice President and Chief Operating Officer effective September 1, 2026. The company also said Timothy A. Graham will become Executive Vice President and Chief Commercial Officer once Ribaudo starts, a senior leadership change that shareholders may watch as the company's management team takes shape.
Stephen P. Ribaudo, age 41, becomes EVP and COO effective September 1, 2026; he most recently was SVP and General Manager of Commercial HVAC Americas at Carrier Global since April 2026
Base salary of $670,000 per year, with a 2026 annual incentive target of 80% of base salary
Make-whole RSU award of $1,000,000 and a $250,000 cash sign-on payment; 2026 long-term equity target of at least $1,794,000
Timothy A. Graham to be appointed EVP and Chief Commercial Officer, effective upon Ribaudo's start date
Timken signed a Sixth Amended and Restated Credit Agreement on July 2, 2026, providing a $1.2 billion unsecured revolving credit facility that replaces its December 5, 2022 revolving credit agreement. The facility matures July 2, 2031, and includes financial covenants requiring maintenance of a consolidated net leverage ratio and a consolidated interest coverage ratio.
Facility size is $1.2 billion, unsecured, with a maturity date of July 2, 2031
Proceeds will refinance the Existing Revolving Credit Agreement dated December 5, 2022, and fund general corporate purposes
Interest rate and facility fee are based on the company's debt rating; covenants require net leverage and interest coverage ratios within set limits
Lenders include Bank of America, N.A. and JPMorgan Chase Bank, N.A., which serve as co-administrative agents
At its May 8, 2026 annual meeting, Timken shareholders re-elected all twelve director nominees to one-year terms and approved the advisory resolution on named executive officer pay. Shareholders did not approve a proposal to allow special shareholder meetings, and they ratified Ernst & Young LLP as auditor for 2026. The same day, the company entered a letter agreement with General Counsel Hansal N. Patel covering special treatment of certain incentive awards through at least June 30, 2028.
All 12 nominees were elected; votes for ranged from 53,788,853 (Ajita G. Rajendra) to 59,605,368 (Richard G. Kyle).
Advisory say-on-pay resolution approved: 44,837,026 for, 15,272,988 against, 437,466 abstain.
Ernst & Young LLP ratified as independent auditor for fiscal 2026: 61,717,389 for, 1,977,231 against.
Shareholder proposal on special meeting rights not approved: 24,930,334 for, 35,358,915 against. Letter agreement with Hansal N. Patel dated May 8, 2026, filed as Exhibit 10.1.
Timken reported first-quarter 2026 net sales of $1.23 billion, up 8.0% from a year earlier, with diluted EPS of $1.40 versus $1.11 and adjusted EPS of $1.67 versus $1.40. The company raised its full-year 2026 outlook, now expecting diluted EPS of $4.70 to $5.20 and adjusted EPS of $5.75 to $6.25, which is a more favorable view of earnings for shareholders.
Net sales of $1.23 billion rose 8.0%; excluding acquisitions and currency, sales rose 4.3%.
Diluted EPS of $1.40 compared with $1.11; adjusted diluted EPS of $1.67 compared with $1.40.
2026 outlook: adjusted diluted EPS of $5.75 to $6.25; revenue now planned up about 5% at the midpoint, up from a prior 3%.
Free cash flow was $0.5 million versus $23.4 million a year earlier; net debt to adjusted EBITDA was 2.1 times at March 31, 2026.
Timken said Andreas Roellgen ceased serving as Executive Vice President and President of Engineered Bearings effective the close of business on April 16, 2026. Timothy A. Graham will serve as interim leader of the segment while the company searches externally for a permanent successor.
Andreas Roellgen left the role of Executive Vice President and President of Engineered Bearings on April 16, 2026.
Timothy A. Graham will assume interim officer leadership of the Engineered Bearings segment.
An external search has been launched for a permanent successor.
Timken says a further 8-K will follow with any additional terms, as Mr. Roellgen is subject to local European legal requirements.
Timken director James F. Palmer agreed with the company to retire effective March 31, 2026, so the Audit Committee chair role can transition to Sarah C. Lauber. The filing states the retirement was not tied to any financial or accounting issue or disagreement with the board or company.
James F. Palmer, Audit Committee chair and Compensation Committee member, retires effective March 31, 2026
Sarah C. Lauber is the planned new Audit Committee chair
Filing states the retirement was not due to any financial, accounting, or board disagreement
Timken reported fourth-quarter 2025 sales of $1.11 billion, up 3.5% from a year earlier, but diluted EPS fell to $0.89 from $1.01 and net income margin declined to 5.6%. For full-year 2025, diluted EPS was $4.11 versus $4.99 in 2024, and the company set an initial 2026 diluted EPS outlook of $4.50 to $5.00 and adjusted EPS of $5.50 to $6.00.
Q4 2025 sales were $1.11 billion, up 3.5%; organic sales rose 1.3%
Q4 diluted EPS was $0.89 versus $1.01; adjusted EPS was $1.14 versus $1.16
Full-year 2025 free cash flow was $406.1 million, up from $305.7 million in 2024
2026 outlook: diluted EPS of $4.50 to $5.00 and planned revenue growth of 2% to 4%
Timken reported third-quarter 2025 net sales of $1,157.1 million, up 2.7 percent, while diluted EPS fell to $0.99 from $1.16 a year earlier. Adjusted EPS rose to $1.37 from $1.23, and the company updated its full-year 2025 outlook to diluted EPS of $3.90 to $4.00 and adjusted EPS of $5.20 to $5.30. Shareholders see higher sales and adjusted results alongside a lower GAAP profit, and the year-ago quarter included a real estate gain.
Net sales of $1,157.1 million, up 2.7 percent from $1,126.8 million; organic sales up 0.6 percent
Net income attributable to Timken of $69.3 million, or $0.99 per diluted share, versus $81.8 million, or $1.16, a year earlier
Adjusted EPS of $1.37 versus $1.23; operating cash flow of $201.1 million and free cash flow of $163.8 million
Full-year 2025 outlook: diluted EPS of $3.90 to $4.00, adjusted EPS of $5.20 to $5.30, and revenue down about 0.75 percent at the midpoint
Timken appointed Lucian Boldea, most recently CEO of Honeywell's Industrial Automation unit, as President and CEO effective September 1, 2025, and also to its board, which will grow from twelve to thirteen directors. Richard G. Kyle, who has been interim CEO, will retire from that role and stay on as an employee advisor through November 14, 2025. The filing lists large sign-on and special equity awards, which shareholders may weigh as part of the leadership transition.
Boldea's base salary is $1,100,000 per year, with a short-term incentive target of 125% of base salary.
Sign-on package includes a $1,500,000 cash payment and RSUs with a target grant value of approximately $6,037,500, plus a $7,000,000 Special Grant.
Kyle will remain principal executive officer until the Form 10-Q for the period ended September 30, 2025 is filed, then Boldea assumes the role.
Boldea's severance agreement provides two times base salary and incentive pay before a change in control, and three times within two years after one.
Timken appointed Michael A. Discenza as Vice President and Chief Financial Officer effective immediately, replacing Philip Fracassa, who will remain with the company until September 5, 2025, to pursue another opportunity. The filing states the departure was not due to any financial or accounting issue or disagreement with the Board or company.
Michael A. Discenza, age 54, was previously Vice President – Finance & Group Controller since October 2022 and has over 25 years with the company.
Discenza's base salary is $500,000 per year, with a short-term incentive target of 70% of base salary.
Beginning in 2026, his long-term equity incentive target grant value is approximately $1.1 million for the first year.
Fracassa remains with the company until September 5, 2025.
Timken reported second-quarter 2025 sales of $1.17 billion, down 0.8% from a year earlier, and diluted EPS of $1.12 versus $1.36 in the same period of 2024. The company reduced the high end of its full-year 2025 outlook, now forecasting diluted EPS of $3.90 to $4.20 and adjusted EPS of $5.10 to $5.40, citing a cautious view on second-half demand. For shareholders, lower quarterly earnings and a narrower full-year outlook signal weaker near-term profitability.
Diluted EPS of $1.12 versus $1.36 a year ago, down 17.6%; adjusted EPS of $1.42 versus $1.63
Full-year 2025 revenue now expected to change by -2.0% to -0.5% versus 2024
Adjusted EBITDA margin of 17.7% versus 19.5% a year ago; free cash flow of $78.2 million
Returned $47.0 million to shareholders through dividends and share repurchases in the quarter
Timken reported first-quarter 2025 sales of $1.14 billion, down 4.2% from a year earlier, with diluted EPS of $1.11 versus $1.46 and adjusted EPS of $1.40 versus $1.77. The company reduced its full-year 2025 outlook, citing a net tariff impact and expected slightly lower demand, which means shareholders face weaker expected earnings for the year.
First-quarter sales of $1.14 billion, down 4.2%; organic sales down 3.1%
Diluted EPS $1.11 vs. $1.46 a year ago; adjusted EPS $1.40 vs. $1.77
2025 EPS now forecast at $3.90 to $4.40; adjusted EPS at $5.10 to $5.60
Net direct tariff impact estimated at about $25 million in 2025
Timken said its President and CEO Tarak B. Mehta will leave the company and resign from the Board, effective immediately, by mutual agreement. Director Richard G. Kyle, a former CEO from 2014 to 2024, was appointed interim President and CEO, also effective immediately. The filing states the departure was not due to misconduct, and it describes a cash payment to Mr. Mehta of $9.25 million under a settlement agreement.
Tarak B. Mehta leaves as President and CEO and resigns from the Board, effective March 31, 2025
Richard G. Kyle, age 59, named interim President and CEO; he previously led the company from 2014 to 2024
Kyle's pay includes a $1.2 million base salary, a deferred share award valued at $9.0 million and PRSUs valued at $3.3 million
Mehta will receive a $9.25 million cash payment under a settlement agreement with a general release of claims
Timken reported fourth-quarter and full-year 2024 results, with full-year sales down 4.1% to $4.6 billion and diluted EPS down 8.8% to $4.99 from $5.47. The company set an initial 2025 outlook for revenue down 4% to 1% and diluted EPS of $4.30 to $4.80, which is below the 2024 result. Shareholders face lower sales and earnings in the near term, with the company citing cost reduction actions and improved free cash flow as offsets.
Q4 2024 sales were $1.07 billion, down 1.6% from a year earlier; Q4 diluted EPS rose to $1.01 from $0.83, while adjusted EPS fell to $1.16 from $1.37.
Full-year 2024 adjusted EPS was $5.79, down from $7.05; free cash flow was $305.6 million.
2025 outlook: revenue down 4% to 1%, diluted EPS $4.30 to $4.80, adjusted EPS $5.30 to $5.80, with about $75 million in gross cost savings expected.
Christopher A. Coughlin, EVP and President of Industrial Motion, will retire by the end of December 2025 after 41 years of service.
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