[Form 4/A] Twin Disc, Incorporated Amended Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Disclosure of a substantive RSU grant—30,474 restricted stock units granted on 08/04/2024 were reported in the amendment.
• Clarifying amendment filed—the Form 4/A explicitly corrects an inadvertent omission from the earlier filing dated 08/06/2024.

Negative

• Original Form 4 omission—the reporting person acknowledges the earlier Form 4 inadvertently omitted the RSU award.
• Filing controls concern—the need for an amendment implies a lapse in timely insider disclosure processes.

Insights

Corporate Governance Expert

TL;DR: A material RSU grant was disclosed via amendment; the award is routine but the prior omission weakens timely disclosure.

The filing shows a 30,474 RSU grant to John H. Batten with a grant date of 08/04/2024 and vesting on 08/04/2027. Reporting the award after an inadvertent omission indicates a procedural lapse in insider reporting controls, though the substance of the grant—time‑based RSUs at a $0 conversion price—appears to be standard executive compensation aimed at retention. For investors, the amendment restores transparency but highlights the need for accurate initial disclosures.

Compensation Analyst

TL;DR: The award vests in three years and aligns pay with retention; the amount (30,474 RSUs) is significant but within typical executive equity grants.

The RSU award of 30,474 units converts one‑for‑one to common shares and vests on 08/04/2027, indicating a multi‑year retention incentive. The reported $0 conversion price confirms these are pure equity units rather than option instruments. The amendment corrects disclosure but does not change the economic terms disclosed in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BATTEN JOHN H

(Last) (First) (Middle)

TWIN DISC, INC.

222 EAST ERIE ST., SUITE 400

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWIN DISC INC [ TWIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/06/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(1)	08/04/2024		A		30,474		08/04/2027(2)	08/04/2027	Common Stock	30,474	$0	30,474	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Twin Disc Inc common stock.

2. The restricted stock units will vest three years from the grant date if the Reporting Person is still employed by the issuer.

Remarks:

On August 6, 2024, the reporting person filed a Form 4 that inadvertently omitted an award of restricted stock units to the reporting person.

	/s/ John H. Batten	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Twin Disc (TWIN) disclose on the Form 4/A?

The Form 4/A discloses an award of 30,474 restricted stock units to John H. Batten granted on 08/04/2024, each unit representing one share and vesting on 08/04/2027.

Who is the reporting person on the Twin Disc Form 4/A (TWIN)?

John H. Batten, identified as President and CEO, a Director, and a 10% owner of Twin Disc Inc.

When do the RSUs reported in TWIN Form 4/A vest?

The disclosed restricted stock units vest three years from the grant date, on 08/04/2027, provided the reporting person remains employed.

How many shares will the RSUs convert into for TWIN?

The filing states each restricted stock unit represents the contingent right to receive one share, totaling 30,474 shares if vested.

Was this RSU award initially reported on time in TWIN filings?

No—the amendment states an earlier Form 4 filed on 08/06/2024 inadvertently omitted the award; this Form 4/A corrects that omission.