Bainite transformation is a kinetic process that involves complex solid diffusion and phase structure evolution. This research systematically studies the bainite transformation of austempered 4140 steel in a wide range of isothermal temperatures, in which four bainite phases structures were generated: upper bainite; mixed upper bainite and lower bainite; lower bainite and mixed lower bainite and martensite. The kinetics of bainite transformation has been described with a linear trend using an Avrami n-value. It was found that the bainitic ferrite sheaves grow with widthwise preference. The sheaves are stable when half-grown and are variable in length, due to austenite size limit or soft/hard impingement, or autocatalytic nucleation, or these conditions combined. The full-grown upper/lower bainite sheaves were found to be 1.9 µm/1.2 µm in width under the conditions of this study. Each individual bainite sheave is lath-like instead of wedge-like. The upper bainite sheaves mostly appear as broad-short-coarse lath, while the lower bainite sheaves appear as narrow-long-fine lath. The overall bainite transformation activation energy ranges from 50-167 kJ/mol. The mechanism of austenite to bainite transformation has been described by three theories: displacive theory, reconstructive or diffusional theory [3,4], and a combination of the theories [5]. The bainite transformation volume fraction increases with isothermal holding time. This is the kinetic aspect of the microstructure phase changes. Numerous efforts have been carried out to establish kinetic models that will agree with actual experimental data, but so far, there is not one model that all researchers accept and apply. However, the Johnson-Mehl-Kolmogorov-Avrami equation (JMKA) [6] is still popular 70 years after it was first reported. This kinetics model, or variations of this model, is the most commonly used model for transformation kinetics calculations.The bainite transformation mechanisms, nucleation, and growth kinetics are often linked to the Gibbs free energy concept [3], which describes the thermodynamics of the bainite reaction. The thermodynamically induced physical-chemical driving force behind the reaction is expressed well by the Arrhenius equation [7], which can be applied to evaluate the phase transformation, and to assess newly proposed kinetic models. The Arrhenius equation also has been applied for more than 70 years since it was published. It remains popular and important in phase transformation evaluations.4140 steel is widely used in industry for structures, tooling, and some key automotive components. This research addresses the kinetics, morphology, and activation energy characterization of austempered 4140 steel. The knowledge acquired in this work can help develop improved mechanical properties in terms of strength, ductility, hardness and toughness due to the microstructures achieved.