Twin Disc (TWIN) director awarded 935 restricted shares in lieu of cash retainer

Rhea-AI Filing Summary

Twin Disc, Inc. director Michael Doar received a grant of 935 shares of common stock on 02/02/2026 at a reference price of $17.381 per share. This stock was issued as restricted shares in lieu of his quarterly cash retainer under the company’s 2021 Omnibus Incentive Plan.

Following this grant, Doar beneficially owns 129,531 shares of Twin Disc common stock in direct form. The restricted shares will vest on the first anniversary of the issuance date, aligning his compensation more closely with the company’s long-term performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DOAR MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK	935	$17.381	$16K

Holdings After Transaction: COMMON STOCK — 129,531 shares (Direct)

Footnotes (1)

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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 IN 46032

(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		935(1)	A	$17.381	129,531	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	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 Disc (TWIN) director Michael Doar report?

Director Michael Doar reported receiving 935 restricted shares of Twin Disc common stock. The shares were granted on 02/02/2026 as part of his director compensation, issued instead of a quarterly cash retainer under the company’s Amended and Restated 2021 Omnibus Incentive Plan.

At what price were the 935 Twin Disc (TWIN) shares granted to Michael Doar?

The 935 restricted shares granted to director Michael Doar used a reference price of $17.381 per share. This figure appears in the Form 4 as the transaction price for the stock grant made on 02/02/2026 as part of his director compensation package.

How many Twin Disc (TWIN) shares does Michael Doar own after this Form 4 transaction?

After the reported transaction, director Michael Doar beneficially owns 129,531 shares of Twin Disc common stock. This figure reflects his direct holdings following the grant of 935 restricted shares on 02/02/2026 as disclosed in the Form 4 filing.

Why did Twin Disc (TWIN) issue restricted stock to Michael Doar instead of cash?

Twin Disc issued restricted stock to Michael Doar in lieu of his quarterly cash retainer. This was done under an irrevocable election made pursuant to the Amended and Restated 2021 Omnibus Incentive Plan, effectively converting a cash fee into equity-based director compensation.

When do Michael Doar’s newly granted Twin Disc (TWIN) restricted shares vest?

The restricted shares granted to Michael Doar vest on the first anniversary of the issuance date. According to the footnote, the 935 shares awarded on 02/02/2026 will fully vest one year later, subject to the terms of the 2021 Omnibus Incentive Plan.

Is Michael Doar’s ownership in Twin Disc (TWIN) direct or indirect after this grant?

Michael Doar’s 129,531 Twin Disc shares are reported as directly owned. The Form 4 lists his ownership form as “D” for direct, and there is no indication in the footnotes of an intermediary entity or indirect beneficial ownership structure for this particular holding.