Twin Disc (TWIN) director awarded 475 restricted shares in lieu of cash

Rhea-AI Filing Summary

DOAR MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Twin Disc Inc. director Michael Doar reported receiving a grant of 475 shares of common stock. The shares were valued at $17.119 each and were issued as restricted stock in lieu of his quarterly cash retainer under the company’s Amended and Restated 2021 Omnibus Incentive Plan.

According to the filing, these restricted shares will vest on the first anniversary of the issuance date, meaning they are subject to a one-year service period. After this award, Doar directly holds a total of 130,006 shares of Twin Disc common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DOAR MICHAEL

Role null

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK	475	$17.119	$8K

Holdings After Transaction: COMMON STOCK — 130,006 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted shares granted: 475 shares Grant value per share: $17.119 per share Total holdings after transaction: 130,006 shares +2 more

5 metrics

Restricted shares granted 475 shares Director award of common stock

Grant value per share $17.119 per share Value used for restricted stock grant

Total holdings after transaction 130,006 shares Direct Twin Disc common stock held by Michael Doar

Vesting period 1 year Restricted shares vest on first anniversary of issuance

Transaction code A Grant, award, or other acquisition of non-derivative common stock

Key Terms

restricted stock, quarterly cash retainer, Amended and Restated 2021 Omnibus Incentive Plan, vest

4 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.

quarterly cash retainer financial

"issued in lieu of quarterly cash retainer, pursuant to an irrevocable election"

Amended and Restated 2021 Omnibus Incentive Plan financial

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

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

DOAR MICHAEL

(Last) (First) (Middle)

491 DYLAN DRIVE

(Street)

CARMEL INDIANA 46032

(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)
05/01/2026

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	05/01/2026		A		475(1)	A	$17.119	130,006	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/ Michael Doar	05/01/2026
	** 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)

FAQ

What insider transaction did Michael Doar report for TWIN?

Michael Doar reported receiving 475 shares of Twin Disc common stock as a restricted stock grant. The award was issued instead of a quarterly cash retainer under the company’s 2021 Omnibus Incentive Plan and represents non-cash director compensation, not an open-market stock purchase.

How many Twin Disc (TWIN) shares were granted to Michael Doar and at what value?

Michael Doar was granted 475 shares of Twin Disc common stock, valued at $17.119 per share. This reflects the grant date fair value used for the restricted stock issued in lieu of his quarterly cash retainer as a company director.

How many Twin Disc (TWIN) shares does Michael Doar hold after this grant?

After the reported grant, Michael Doar holds 130,006 shares of Twin Disc common stock directly. This total includes the newly awarded 475 restricted shares that were issued as part of his director compensation package under the company’s 2021 Omnibus Incentive Plan.

What are the vesting terms of Michael Doar’s restricted Twin Disc (TWIN) shares?

The 475 restricted shares granted to Michael Doar will vest on the first anniversary of the issuance date. Until vesting, the shares are subject to forfeiture conditions tied to continued service and were granted under the Amended and Restated 2021 Omnibus Incentive Plan.

Was Michael Doar’s Twin Disc (TWIN) transaction an open-market purchase or compensation grant?

The transaction was a compensation grant, not an open-market purchase. The 475 restricted shares were issued in lieu of a quarterly cash retainer, reflecting non-cash director compensation governed by Twin Disc’s Amended and Restated 2021 Omnibus Incentive Plan.