Stock awards and tax share withholding at Twin Disc Inc (TWIN)

Rhea-AI Filing Summary

Twin Disc Inc reported equity compensation activity for its VP Finance and CFO, Jeffrey Scott Knutson, on August 5, 2026. The report shows 38,638 performance shares vested for no cash consideration and a new award of 8,734 restricted shares that will vest 100% on August 5, 2029. To cover tax obligations on these vestings, a total of 25,758 common shares were withheld by the company at prices around $23.3360–$24.0100 per share. All reported entries consist of awards, vesting, and tax withholding rather than open-market purchases or sales, and they were not reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 21,614 shares

Net Buy 4 txns

Insider Knutson Jeffrey Scott

Role VP Finance, CFO, Secr & Trea

Type	Security	Shares	Price	Value
Tax Withholding	COMMON STOCK F1	7,600	$23.336	$177K
Grant/Award	COMMON STOCK F2	38,638	$24.01	$928K
Tax Withholding	COMMON STOCK F3	18,158	$24.01	$436K
Grant/Award	COMMON STOCK F4	8,734	$24.01	$210K

Holdings After Transaction: COMMON STOCK — 182,577 shares (Direct)

Footnotes (4)

1. F1. Represents shares of common stock withheld by the issuer to satisfy tax obligations in connection with the vesting of restricted stock granted to the Reporting Person pursuant to Rule 16b-3(d).
2. F2. Vesting of Performance Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan.
3. F3. Represents shares of common stock withheld by the issuer to satisfy tax obligations in connection with the vesting of performance stock granted to the Reporting Person pursuant to Rule 16b-3(d).
4. F4. Award of Restricted Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2021 Omnibus Incentive Plan. Grant will vest 100% on 8/5/2029.

Key Figures

Performance shares vested: 38638 shares Restricted stock awarded: 8734 shares Shares withheld for tax: 25758 shares +3 more

6 metrics

Performance shares vested 38638 shares Performance stock vested for no cash consideration on August 5, 2026

Restricted stock awarded 8734 shares Restricted stock award for no cash consideration on August 5, 2026; vests 100% on August 5, 2029

Shares withheld for tax 25758 shares Total common shares withheld to satisfy tax obligations on August 5, 2026

Tax-withholding price (restricted stock) $23.3360 per share Price used for 7600 shares withheld for taxes on restricted stock vesting

Tax-withholding price (performance stock) $24.0100 per share Price used for 18158 shares withheld for taxes on performance stock vesting

Restricted stock vesting date August 5, 2029 Scheduled vesting date for the 8734-share restricted stock award

Key Terms

Rule 16b-3(d), Performance Stock, Restricted Stock, 2021 Long-Term Incentive Compensation Plan, +1 more

5 terms

Rule 16b-3(d) regulatory

"granted to the Reporting Person pursuant to Rule 16b-3(d)."

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Performance Stock financial

"Vesting of Performance Stock for no cash consideration"

Restricted Stock financial

"Award of Restricted Stock for no cash consideration"

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.

2021 Long-Term Incentive Compensation Plan financial

"pursuant to the Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan."

2021 Omnibus Incentive Plan financial

"pursuant to the Twin Disc, Incorporated 2021 Omnibus Incentive Plan."

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/07/2026 - 05:17 PM Accepted by SEC EDGAR 08/07/2026 - 05:17 PM Learn about SEC filing dates

FAQ

What insider transactions did Twin Disc (TWIN) report for its CFO on August 5, 2026?

Twin Disc reported equity compensation activity for CFO Jeffrey Scott Knutson on August 5, 2026: 38,638 performance shares vested for no cash consideration, 8,734 restricted shares were awarded, and 25,758 shares were withheld from him to satisfy associated tax obligations.

How many Twin Disc (TWIN) shares were withheld to pay taxes?

A total of 25,758 Twin Disc common shares were delivered or withheld to satisfy tax obligations tied to equity vestings. This includes 7,600 shares related to restricted stock vesting at $23.3360 per share and 18,158 shares related to performance stock vesting at $24.0100.

What stock awards did TWIN grant to CFO Jeffrey Scott Knutson?

Knutson received 38,638 performance shares vesting for no cash consideration under Twin Disc’s 2021 Long-Term Incentive Compensation Plan and an additional 8,734 restricted shares awarded for no cash consideration under the 2021 Omnibus Incentive Plan, scheduled to vest fully on August 5, 2029.

When will the new restricted stock award to Twin Disc’s CFO vest?

The new restricted stock award of 8,734 shares to Twin Disc’s CFO will vest 100% on August 5, 2029. Until that vesting date, the award remains subject to the terms of the company’s 2021 Omnibus Incentive Plan.

Were the Twin Disc (TWIN) insider transactions under a Rule 10b5-1 trading plan?

The transactions were not reported as being under a Rule 10b5-1 trading plan. The filing’s Rule 10b5-1 checkbox was not marked, and the footnotes describe equity vesting and tax withholding rather than trades executed pursuant to a pre-arranged plan.

Did these Twin Disc (TWIN) insider transactions involve open-market buying or selling?

No open-market purchases or sales were reported. All entries involved grants or vesting of company stock for no cash consideration and shares withheld or delivered to satisfy tax obligations, reflecting compensation mechanics rather than discretionary trading in Twin Disc shares.

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^*

Knutson Jeffrey Scott

(Last) (First) (Middle)

TWIN DISC, INC.

222 EAST ERIE ST., SUITE 400

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP Finance, CFO, Secr & Trea

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

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(1)	08/05/2026		F		7,600	D	$23.336	153,363	D
COMMON STOCK(2)	08/05/2026		A		38,638	A	$24.01	192,001	D
COMMON STOCK(3)	08/05/2026		F		18,158	D	$24.01	173,843	D
COMMON STOCK(4)	08/05/2026		A		8,734	A	$24.01	182,577	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 shares of common stock withheld by the issuer to satisfy tax obligations in connection with the vesting of restricted stock granted to the Reporting Person pursuant to Rule 16b-3(d).

2. Vesting of Performance Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan.

3. Represents shares of common stock withheld by the issuer to satisfy tax obligations in connection with the vesting of performance stock granted to the Reporting Person pursuant to Rule 16b-3(d).

4. Award of Restricted Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2021 Omnibus Incentive Plan. Grant will vest 100% on 8/5/2029.

	/s/ Jeffrey S. Knutson	08/07/2026
	** 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)