Company Update

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): March 28, 2022     THE TIMKEN COMPANY (Exact name of registrant as specified in its charter)       Ohio   Commission file number: 1-1169   34-0577130 (State or Other Jurisdiction of Incorporation)     (I.R.S. Employer Identification No.)   4500 Mount Pleasant Street NW 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 8.01. Other Events. In connection with the sale of $350,000,000 aggregate principal amount of 4.125% Senior Notes due 2032 by The Timken Company (the “Company”), the Company is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-258382): 1.    Underwriting Agreement, dated as of March 22, 2022, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, acting as representatives of the several underwriters named in Schedule I thereto; 2.    Indenture, dated as of March 28, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee; 3.    First Supplemental Indenture, dated as of March 28, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note); and 4.    Opinion of Jones Day.   Item 9.01. Financial Statements and Exhibits.     (d) Exhibits.   Exhibit No.    Description   1.1    Underwriting Agreement, dated as of March 22, 2022, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, acting as representatives of the several underwriters named in Schedule I thereto.   4.1    Indenture, dated as of March 28, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee.   4.2    First Supplemental Indenture, dated as of March 28, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).   5.1    Opinion of Jones Day. 23.1    Consent of Jones Day (included in Exhibit 5.1). 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 Date: March 28, 2022     By:   /s/ Philip D. Fracassa     Name:   Philip D. Fracassa     Title:   Executive Vice President, Chief Financial Officer