TWIN DISC INC SEC Filings

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.

Twin Disc, Incorporated approved an amended and restated 2021 Omnibus Incentive Plan, increasing the common shares available for equity awards from 1,636,550 to 2,336,550, an increase of 700,000 shares. The plan covers a wide range of stock- and performance-based awards for officers, key employees, consultants and non-employee directors. Newly authorized equity cannot be issued until shareholders approve the plan, which the company intends to seek at the next annual meeting; if not approved by August 5, 2027, the prior version remains in effect.

The Compensation and Human Capital Committee set fiscal 2027 base salaries and bonus targets for CEO John H. Batten and CFO Jeffrey S. Knutson, each receiving a 4.0% salary increase effective with the first pay period including October 1, 2026. Batten’s base salary is $740,554 with a 100% target bonus; Knutson’s is $454,480 with a 60% target bonus under the Corporate Incentive Plan, where payouts can reach up to 200% of target based on financial and individual performance metrics.

On August 5, 2026, Batten received 18,756 restricted shares and a target of 28,135 performance shares; Knutson received 8,734 restricted shares and a target of 13,100 performance shares. Restricted stock vests after three years of continued employment. Performance shares for the three-year period ending June 30, 2029 are tied 50% to average return on invested capital and 50% to cumulative EBITDA, with potential payout from 0% to 200% of target; the maximum combined performance shares that can be earned by the named executive officers is 82,470.

On August 5, 2026, Twin Disc President and CEO John H. Batten reported equity compensation changes. He received 78,693 performance shares vesting and a new award of 18,756 restricted shares that vest 100% on August 5, 2029, both for no cash. To cover related tax obligations, the issuer withheld 52,465 common shares at prices of $23.336 and $24.01 per share. Batten also reports indirect ownership of 2,457.2354 shares in a 401(k) plan and serves as trustee for several family trusts holding Twin Disc stock.

Twin Disc Inc reported equity compensation activity for its VP Finance and CFO, Jeffrey Scott Knutson, on August 5, 2026. The report shows 38,638 performance shares vested for no cash consideration and a new award of 8,734 restricted shares that will vest 100% on August 5, 2029. To cover tax obligations on these vestings, a total of 25,758 common shares were withheld by the company at prices around $23.3360–$24.0100 per share. All reported entries consist of awards, vesting, and tax withholding rather than open-market purchases or sales, and they were not reported under a Rule 10b5-1 trading plan.

DOAR MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

TWIN DISC INC director Michael Doar received a grant of 357 shares of common stock on August 3, 2026, as restricted stock issued in lieu of his quarterly cash retainer under the company’s Amended and Restated 2021 Omnibus Incentive Plan. The restricted shares vest on the first anniversary of issuance. Following this award, Doar directly owns 130,363 shares of common stock.

Johnson David W reported acquisition or exercise transactions in this Form 4 filing.

TWIN DISC INC director David W. Johnson received a grant of 179 shares of common stock on August 3, 2026 as restricted stock issued in lieu of his quarterly cash retainer under the company’s Amended and Restated 2021 Omnibus Incentive Plan. The award is valued at $22.74 per share and will vest on the first anniversary of the grant date. After this grant, he directly holds 75,280 shares of common stock.

BlackRock, Inc. reported beneficial ownership of 741,659 shares of TWIN DISC INC common stock, representing 5.1% of the outstanding class. BlackRock has sole voting power over 733,933 shares and sole dispositive power over all 741,659 shares, with no shared voting or dispositive authority.

The shares are held across certain BlackRock business units, and various underlying clients may receive dividends or sale proceeds, but no single client holds more than five percent of Twin Disc’s outstanding common stock.