Twin Disc (TWIN) director receives 234 restricted shares as board retainer

Rhea-AI Filing Summary

Twin Disc director David W. Johnson received 234 shares of common stock as equity compensation. The shares were granted on 02/02/2026 at a value of $17.381 per share under the company’s Amended and Restated 2021 Omnibus Incentive Plan.

The award represents restricted stock issued in lieu of Johnson’s quarterly cash retainer for board service and will vest on the first anniversary of the grant date. Following this transaction, Johnson directly beneficially owns 74,864 shares of Twin Disc common stock.

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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

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
COMMON STOCK	02/02/2026		A		234(1)	A	$17.381	74,864	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	02/03/2026
	** 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.

FAQ

What insider transaction did TWIN director David W. Johnson report?

David W. Johnson reported receiving 234 shares of Twin Disc common stock. The shares are restricted stock granted as part of his director compensation and were issued instead of a quarterly cash retainer under the 2021 Omnibus Incentive Plan.

At what price were the Twin Disc (TWIN) shares granted to David W. Johnson?

The 234 Twin Disc common shares were granted at $17.381 per share. This price reflects the reported value used for the equity award issued in lieu of Johnson’s regular quarterly cash retainer for his service on the board.

How many Twin Disc (TWIN) shares does David W. Johnson own after this Form 4?

After the reported grant, David W. Johnson beneficially owns 74,864 Twin Disc common shares directly. This total includes the newly issued 234 restricted shares that form part of his ongoing compensation for serving as a director of the company.

What type of stock did TWIN grant to director David W. Johnson?

Twin Disc granted restricted common stock to David W. Johnson. The 234 restricted shares were issued as compensation in place of a quarterly cash retainer, with vesting tied to the first anniversary of the issuance date under the company’s 2021 incentive plan.

When will David W. Johnson’s new TWIN restricted shares vest?

The 234 restricted Twin Disc shares granted to David W. Johnson will vest on the first anniversary of their issuance date. This means full vesting occurs one year after the 02/02/2026 grant, consistent with the terms described under the 2021 Omnibus Incentive Plan.

Why did Twin Disc (TWIN) issue stock instead of cash to David W. Johnson?

Twin Disc issued restricted stock to David W. Johnson in lieu of a quarterly cash retainer. This followed an irrevocable election under the Amended and Restated 2021 Omnibus Incentive Plan, allowing his director compensation to be paid in equity rather than cash.