TWIN Files 8-K: Investor Deck Furnished, Forward-Looking Disclosures Included

Rhea-AI Filing Summary

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.

Positive

• Presentation furnished and publicly posted for investor access, supporting transparency
• Management discloses use of non-GAAP measures and warns they supplement, not replace, GAAP results

Negative

• Company will not update the presentation materials, limiting subsequent disclosures in the deck
• Materials are furnished, not filed under Section 18, reducing enforceable obligations for statements in the presentation

Insights

Financial Analyst

TL;DR: Furnishing an investor presentation is routine disclosure; non-GAAP measures require reconciliation to GAAP for proper analysis.

The filing is a standard Item 7.01 Regulation FD disclosure indicating the company will present updated materials to investors and analysts and has furnished those materials as Exhibit 99.1. Key investor implications are transparency around the presentation and the presence of non-GAAP metrics, which management says supplement GAAP results. Because the company explicitly will not update the materials and disclaims Section 18 filing status, investors should rely on filed reports for enforceable statements rather than the furnished deck.

Corporate Governance Expert

TL;DR: The disclosure follows Regulation FD norms but disclaims materiality and Section 18 filing status, limiting legal exposure.

From a governance perspective, the company properly furnished presentation materials and included customary risk and forward-looking disclaimers. The statement that the materials are not "filed" under Section 18 and the decision not to update the deck are consistent with minimizing ongoing disclosure obligations. This is a routine governance practice rather than a material change to operations or strategy.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) August 26, 2025

TWIN DISC, INCORPORATED

(Exact name of registrant as specified in its charter)

Wisconsin	001-7635	39-0667110
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

222 East Erie Street, Suite 400         Milwaukee, Wisconsin 53202

(Address of principal executive offices)

Registrant's telephone number, including area code:         (262) 638-4000

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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (No Par Value)	TWIN	The NASDAQ Stock Market LLC

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 7.01 Regulation FD Disclosure

The executive officers of Twin Disc intend to present materials at meetings with investors and analysts and at investor conferences on or after August 27, 2025. A copy of the presentation materials to be used at those meetings and from time to time thereafter is filed as Exhibit 99.1 hereto. The presentation materials will also be posted on the Company’s website, www.twindisc.com The Company does not intend to file any update of these presentation materials. The fact that these presentation materials are being furnished should not be deemed an admission as to the materiality of any information contained in the materials.

The information included in the presentation includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

The information in this Form 8-K being furnished under Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. These statements are based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
99.1	Presentation Materials
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of section 13 or 15(d) 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.

Date: August 26, 2025	Twin Disc, Incorporated
	_/s/ Jeffrey S. Knutson
	Jeffrey S. Knutson
	Vice President-Finance, Chief Financial Officer, Treasurer & Secretary

FAQ

What did Twin Disc (TWIN) disclose in this Form 8-K?

Twin Disc furnished investor presentation materials as Exhibit 99.1 to be used at meetings on or after August 27, 2025 and will post them on www.twindisc.com.

Are the presentation materials filed under Section 18 of the Exchange Act?

No. The company states the information is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Does the presentation include non-GAAP financial measures?

Yes. The presentation includes non-GAAP measures and the company says management uses them to supplement GAAP results; they should not be viewed as a substitute for GAAP.

Will Twin Disc update the presentation materials after posting?

The company states it does not intend to file any update of these presentation materials.

Do the presentation materials contain forward-looking statements?

Yes. The presentation contains forward-looking statements and includes customary risk cautions and references to the company’s SEC filings for risk factors.