Twin Disc (TWIN) Furnishes Investor Presentation; Non-GAAP Metrics Highlighted

Rhea-AI Filing Summary

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.

Positive

• Presentation provided to investors as Exhibit 99.1 and posted on the company website, improving access to management commentary
• Disclosure of non-GAAP measures and an explanation that management uses them, helping users interpret supplemental metrics
• Standard forward-looking disclaimers and reference to risk factors in the annual report, which clarify assumptions and limits of projections

Negative

• Company does not intend to update the presentation, so information may become outdated without further filings
• Materials are furnished, not filed, limiting their incorporation into formal filings and associated Section 18 liability protections

Insights

Corporate Communications Analyst

TL;DR: Company furnished an investor presentation, highlighting non-GAAP metrics and limiting updates or filing liability.

The 8-K communicates management's plan to present investor materials and makes clear those slides are being furnished, not filed, which limits legal exposure under Section 18 of the Exchange Act. The disclosure that presentation slides include non-GAAP measures is standard and provides context for analysts using supplemental metrics. The statement that the company does not intend to update the slides means investors should treat the materials as a snapshot rather than an evolving disclosure.

Securities Compliance Specialist

TL;DR: Regulatory language follows common practice; forward-looking disclaimers preserved and risk disclosures referenced.

The Item 7.01 furnishing appropriately invokes Regulation FD and includes required cautionary language on forward-looking statements and reference to risk discussions in the annual report. The filing reiterates that furnished materials are not incorporated by reference into other filings unless expressly stated, aligning with common compliance approaches to investor presentations. No material new facts, financial results, or transactions are disclosed here.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The company furnished investor presentation materials as Exhibit 99.1 and stated the slides will be posted on www.twindisc.com beginning August 21, 2025.

Are the presentation materials included in the 8-K considered filed?

No. The company expressly stated the materials are being furnished under Item 7.01 and are not deemed "filed" under the Exchange Act for Section 18 purposes.

Do the presentation slides contain non-GAAP metrics?

Yes. The filing states the presentation includes non-GAAP financial information and explains management uses these measures as supplemental analysis.

Will Twin Disc update the presentation materials after posting?

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

Does the 8-K include forward-looking statements?

Yes. The presentation contains forward-looking statements and the filing includes customary cautionary language and references to risk factors in the annual report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/21/2025 - 08:30 AM Learn about SEC filing dates

false 0000100378 0000100378 2025-08-21 2025-08-21

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 21, 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 21, 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 21, 2025	Twin Disc, Incorporated
	_/s/ Jeffrey S. Knutson
	Jeffrey S. Knutson
	Vice President-Finance, Chief Financial Officer, Treasurer & Secretary