Twin Disc Inc (TWIN) grants director 179 restricted shares in lieu of cash

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Buyer: 179 shares

Net Buy 1 txn

Insider Johnson David W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK F1	179	$22.74	$4K

Holdings After Transaction: COMMON STOCK — 75,280 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock issued in lieu of quarterly cash retainer, pursuant to an irrevocable election made under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan. Shares will vest on the first anniversary of the date of issuance.

Key Figures

Restricted shares granted: 179 shares Grant price per share: $22.7400 per share Shares held after grant: 75280 shares +2 more

5 metrics

Restricted shares granted 179 shares Grant of restricted common stock issued in lieu of quarterly cash retainer

Grant price per share $22.7400 per share Value assigned to the 179-share restricted stock grant

Shares held after grant 75280 shares Total direct holdings of David W. Johnson following the transaction

Transaction date 2026-08-03 Date of the restricted stock grant transaction

Acquisition transactions in this Form 4 1 transaction Single reported acquisition-type transaction for this reporting person

Key Terms

restricted stock, irrevocable election, Amended and Restated 2021 Omnibus Incentive Plan, quarterly cash retainer, +1 more

5 terms

restricted stock financial

"Represents restricted stock issued in lieu of quarterly cash retainer"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

irrevocable election financial

"pursuant to an irrevocable election made under the Twin Disc plan"

Amended and Restated 2021 Omnibus Incentive Plan financial

"made under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan"

quarterly cash retainer financial

"restricted stock issued in lieu of quarterly cash retainer"

vest financial

"Shares will vest on the first anniversary of the date of issuance"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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

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Available on EDGAR 08/04/2026 - 04:57 PM Accepted by SEC EDGAR 08/04/2026 - 04:56 PM Learn about SEC filing dates

FAQ

What insider transaction did TWIN (TWIN) report for David W. Johnson?

David W. Johnson, a director of TWIN Disc, received 179 shares of common stock as a restricted stock grant. The shares were issued as compensation in lieu of his quarterly cash retainer under the company’s 2021 Omnibus Incentive Plan.

How many TWIN (TWIN) shares were granted and at what value?

The director was granted 179 shares of TWIN Disc common stock, valued at $22.74 per share. This value reflects the per-share grant price reported for the restricted stock issued as director compensation.

What is the vesting schedule for the new TWIN (TWIN) restricted stock?

The 179 restricted shares granted to the director will vest on the first anniversary of the date of issuance. Until vesting, the shares remain subject to the restrictions described in the company’s Amended and Restated 2021 Omnibus Incentive Plan.

What is David W. Johnson’s total TWIN (TWIN) shareholding after this grant?

Following the restricted stock grant, David W. Johnson directly holds 75,280 shares of TWIN Disc common stock. This total includes the newly awarded 179 restricted shares reported in the most recent insider transaction.

Was the TWIN (TWIN) director’s stock grant made under a Rule 10b5-1 trading plan?

The transaction is reported as a grant of restricted stock issued in lieu of a cash retainer and not as an open-market trade. The Form 4 does not indicate use of a Rule 10b5-1 trading plan checkbox for this compensation award.

Why did TWIN (TWIN) issue stock instead of cash to the director?

The 179 restricted shares were issued in lieu of the director’s quarterly cash retainer, pursuant to an irrevocable election under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan.

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
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johnson David W

(Last) (First) (Middle)

541 E. ERIE #316

(Street)

MILWAUKEE WISCONSIN 53202

(City) (State) (Zip)

UNITED STATES

(Country)

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		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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

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

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

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
COMMON STOCK	08/03/2026		A		179(1)	A	$22.74	75,280	D

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

Explanation of Responses:

1. Represents restricted stock issued in lieu of quarterly cash retainer, pursuant to an irrevocable election made under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan. Shares will vest on the first anniversary of the date of issuance.

	/s/ David W. Johnson	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)