Twin Disc, Incorporated (TWIN) is amending its definitive proxy statement for the Annual Meeting of Shareholders scheduled for October 29, 2026 at 2:00 p.m. Central Time. The amendment clarifies how abstentions and broker non-votes affect the outcomes of the four proposals to be voted on.
For Proposal 1 (election of directors), directors are elected by a plurality of votes cast; withheld votes and broker non-votes are not counted as votes cast and have no legal effect on the election outcome, though broker non-votes count for quorum. For Proposal 2 (advisory vote on Named Executive Officer compensation), Proposal 3 (ratification of independent auditors RSM US LLP for the fiscal year ending June 30, 2027), and Proposal 4 (approval of the Amended and Restated 2021 Omnibus Incentive Plan), abstentions and broker non-votes (where applicable) are not counted as votes cast and have no effect on whether these proposals are approved.
Twin Disc, Incorporated (TWIN) is soliciting proxies for its October 29, 2026 annual shareholders meeting, where holders of common stock as of August 21, 2026 (14,538,916 shares outstanding) may vote.
Shareholders are asked to elect two directors for terms expiring in 2029, approve a non-binding "Say on Pay" advisory vote on compensation of Named Executive Officers, ratify RSM US LLP as independent auditor for the year ending June 30, 2027, and approve the Amended and Restated 2021 Omnibus Incentive Plan. The equity plan would increase shares reserved for issuance from 1,636,550 to 2,336,550, adding 700,000 shares and bringing total equity overhang (available and outstanding awards) to 9.54% of ordinary shares as of August 21, 2026. Performance stock awards for the three-year period ended June 30, 2026 vested at 159.3% of target, and prior cycles also vested above target, supporting the pay-for-performance design. Governance practices highlighted include a majority-independent board, separate chair and CEO roles, robust insider trading and anti-hedging policies, and mandatory and discretionary clawback policies covering incentive compensation.
TWIN DISC INC (TWIN) reports that its Vice President Finance, Chief Financial Officer, Secretary and Treasurer, Jeffrey Scott Knutson, sold a total of 13,384 shares of Common Stock in two open market or private transactions. The sales occurred on September 4, 2026 and September 8, 2026 at per-share prices of $23.25 and $24.25, respectively. No Rule 10b5-1 trading plan is reported for these transactions.
Twin Disc, Inc. (TWIN) reported higher scale and profitability for the year ended June 30, 2026, with net sales of $381.3 million versus $340.7 million a year earlier and income before taxes of $13.6 million compared with $3.0 million. Net income attributable to shareholders was $27.1 million, or $1.86 per diluted share, a sharp improvement from a small loss in 2025, aided by a $16.4 million income tax benefit from releasing most of the U.S. valuation allowance on deferred tax assets.
Gross profit rose to $102.6 million, while operating income increased to $18.0 million despite higher marketing, engineering and administrative expenses. Six‑month order backlog grew to $178.3 million from $150.5 million, and the company ended the year with $16.0 million of cash and $29.8 million of debt plus approximately $60.0 million of additional revolver capacity. Management reports compliance with credit covenants and an effective internal control environment, with unqualified audit opinions on both the financial statements and internal control over financial reporting.
TWIN DISC INC (TWIN) reported that its VP Finance, Chief Financial Officer, Secretary and Treasurer, Jeffrey Scott Knutson, sold 4,302 shares of common stock on September 3, 2026 in a sale described as an open market or private transaction at $23.00 per share.
After this transaction, he continues to hold 178,275 shares of Twin Disc common stock directly. No Rule 10b5-1 trading plan is indicated for this sale.
TWIN DISC INC (TWIN) officer Jeffrey S. Knutson filed a Rule 144 notice indicating an intention to sell 20,010 shares of common stock through E*Trade from Morgan Stanley on or about 08/25/2026. The planned sale has an aggregate market value of $500,000.00, while 14,390,226 shares of common stock are outstanding. The shares to be sold were acquired via stock award vesting grants received between 2015 and 2022 as compensation.
TWIN DISC INC (TWIN) reported that its executive officers plan to use a new investor presentation with investors, analysts, and at conferences on or after August 25, 2026, and has furnished these materials as Exhibit 99.1. The same materials will also be posted on the company’s website.
The company notes that the presentation includes certain non-GAAP financial measures, which management uses to analyze performance and believes provide useful supplemental information, though they are not a substitute for GAAP results. The information is furnished under Regulation FD and is not deemed filed or incorporated by reference, and the presentation contains forward-looking statements subject to risks described in the company’s SEC reports, including its Form 10-K for the year ended June 30, 2025.
TWIN DISC INC (TWIN) reported that its executive officers plan to use a new investor presentation at meetings with investors, analysts, and conferences on or after August 20, 2026. The presentation is furnished as Exhibit 99.1 and will also be posted on the company’s website.
The presentation includes non-GAAP financial measures that management uses to analyze performance and believes provide useful supplemental information, though they are not a substitute for GAAP results. The information is furnished under a Regulation FD disclosure and is not deemed filed or incorporated by reference into Securities Act or Exchange Act filings, unless specifically referenced. The presentation also contains forward-looking statements subject to risks and uncertainties described in the company’s SEC filings, including its Annual Report on Form 10-K for the year ended June 30, 2025.
Twin Disc, Inc. (TWIN) reported strong results for the fourth quarter and full fiscal year ended June 30, 2026. Full-year sales rose 11.9% to $381.3 million, driven by Marine and Propulsion Systems, Land-Based Transmissions, and a stabilizing Industrial segment. Organic net sales grew 4.6%. Fourth-quarter sales increased 18.3% to $114.4 million, reflecting record quarterly revenue.
Full-year net income attributable to Twin Disc was $27.1 million, or $1.86 per diluted share, compared with a prior-year loss of $0.05 per diluted share, aided by a $14.0 million income tax benefit from reversing a domestic valuation allowance. EBITDA grew 48.0% to $29.9 million for the year and 35.1% to $11.1 million in the quarter. Free cash flow reached $9.2 million for the year and $17.2 million in the quarter.
Gross margin was mixed: full-year margin dipped about 70 bps to 26.9%, and fourth-quarter margin declined about 600 bps to 26.3%, mainly from product mix, tariff dilution, and a favorable prior-year adjustment. The company changed certain inventories from LIFO to FIFO, increasing prior-year inventory by $32.1 million and prior-year gross profit by about $1.2 million. Six-month backlog held roughly steady at $178.3 million. Cash was $16.0 million, total debt fell to $29.8 million, and net debt improved to $13.8 million, supported by a new $90 million credit facility for growth.