Twin Disc Inc SEC Filings

Twin Disc, Incorporated filed a Form 144 notifying a proposed sale of 15,000 common shares through R.W. Baird on NASDAQ with an approximate aggregate market value of $196,500. The notice lists 14,390,226 shares outstanding and an approximate sale date of 09/08/2025. The shares were acquired from the issuer as vested stock awards on 07/25/2008 (3,919 shares) and 07/26/2012 (11,081 shares), and payment was recorded as compensation. The filer reports no securities sold in the past three months and certifies they are not aware of undisclosed material adverse information about the issuer.

Insider sale by Twin Disc director and CEO John H. Batten. The form reports a sale of 15,000 shares of Common Stock at $13.10 per share, recorded on 09/08/2025, reducing his direct holdings to 547,615 shares. The filing also discloses several indirect holdings held in trustee capacities, including 195,019; 221,156; 115,456; 114,976; and 106,744 shares across named trusts, plus 2,457.2354 shares attributed to a 401(k) plan, for total reported beneficial positions tied to the reporting person and trusts. The document is a routine Section 16 disclosure showing a reported open-market or other sale and the resulting beneficial ownership positions.

Twin Disc, Incorporated manufactures marine and heavy-duty off-highway power transmission equipment with global manufacturing in the U.S., Belgium, Canada, Finland, Italy, the Netherlands, and Switzerland and distribution in Singapore, China, Australia and Japan. Products include marine transmissions, azimuth drives, propellers, boat management systems, power-shift transmissions, torque converters, power take-offs, clutches, control and braking systems.

The company completed the acquisition of Kobelt on February 14, 2025 and amalgamated it as a wholly owned subsidiary, recording $0.7 million of acquisition-related costs expensed in the quarter ended March 28, 2025. Twin Disc maintains a credit agreement with borrowing capacity tied to eligible receivables and inventory with covenant constraints, a dividend cap of $5.0 million per year, and a term through April 1, 2027. The company reports cybersecurity monitoring and training programs and states it has not experienced any material cybersecurity incidents.

Twin Disc, Incorporated (TWIN) filed a Form 144 indicating a proposed sale of 10,275 shares of common stock, with an aggregate market value of $134,499.75, to be sold on or about 09/05/2025 through E*Trade from Morgan Stanley on the NASDAQ. The filing reports 14,147,661 shares outstanding. The securities to be sold were acquired as compensation in several restricted and performance stock/RSU awards on 07/01/2015 (4,583 shares), 08/01/2018 (893 shares), 08/13/2020 (2,913 shares) and 08/01/2021 (1,886 shares). No sales in the past three months are reported. The filer certifies they are not aware of undisclosed material adverse information.

Twin Disc, Incorporated furnished investor presentation materials to be used at meetings and conferences on or after August 27, 2025 and filed those materials as Exhibit 99.1. The presentation will be posted on the company website, and the company states it does not intend to file updates to the materials. The slide deck includes financial measures that are non-GAAP, which management uses to analyze performance and which the company says should not replace GAAP results. The filing notes the presentation contains forward-looking statements and cautions readers about risks and uncertainties.

Twin Disc announced on August 21, 2025 that its executive officers will present investor materials at meetings and conferences beginning that date and that the presentation is furnished as Exhibit 99.1 and will be posted on the company website, www.twindisc.com. The company said it does not intend to update the presentation, described certain financial metrics in the slides as non-GAAP measures used by management, and cautioned these should not substitute for GAAP results. The filing clarifies the furnished materials are not "filed" under the Exchange Act and includes standard forward-looking statement disclaimers.

Twin Disc, Incorporated announced it has reported its fourth quarter and full year 2025 financial results and furnished a press release as Exhibit 99.1. The Form 8-K states the press release dated August 21, 2025 is incorporated by reference and that the disclosures are furnished under Item 2.02 and Item 7.01. The filing emphasizes that the furnished information is not "filed" for purposes of Section 18 of the Exchange Act and includes customary forward-looking statement language identifying words that may signal forward-looking content and cautioning readers about risks and uncertainties. The report is signed by Jeffrey S. Knutson, the company’s Vice President-Finance and Chief Financial Officer.

Twin Disc, Inc. (TWIN) amended a Form 4 to disclose a previously omitted award of 14,963 restricted stock units (RSUs) granted on 08/04/2024. Each RSU represents a contingent right to receive one share of Twin Disc common stock, awarded at $0. The RSUs vest three years from the grant date — 08/04/2027 — if the reporting person remains employed by the issuer.

The reporting person is Jeffrey S. Knutson, noted as an officer with the titles VP Finance, CFO, Secretary & Treasurer. The amendment explains that the original Form 4 filed on 08/06/2024 inadvertently omitted this award; the corrected Form 4/A bears the reporting signature dated 08/13/2025. The filing records the grant details but contains no additional financial or performance metrics.

Twin Disc Inc (TWIN) reporting person John H. Batten, who serves as President and CEO and is reported as a Director and 10% owner, amended a Form 4 to disclose an award of 30,474 restricted stock units (RSUs) granted on 08/04/2024. Each RSU represents the contingent right to receive one share at a $0 conversion price and the award will vest on 08/04/2027 if the reporting person remains employed. The amendment states an earlier Form 4 filed on 08/06/2024 inadvertently omitted this award and ownership is reported as direct.