TWIN director reports restricted stock grants and updated holdings

Rhea-AI Filing Summary

Twin Disc (TWIN) Form 4: A company director reported two restricted stock awards under the Amended and Restated 2021 Omnibus Incentive Plan. On 10/30/2025, the director received 5,378 shares at $14.875, with shares scheduled to vest on the date of the next annual meeting of shareholders. On 11/01/2025, the director received 272 shares at $14.944, issued in lieu of a quarterly cash retainer, vesting on the first anniversary of issuance.

Following these awards, direct beneficial ownership was 74,358 shares and then 74,630 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Johnson David W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK	272	$14.944	$4K
Grant/Award	COMMON STOCK	5,378	$14.875	$80K

Holdings After Transaction: COMMON STOCK — 74,630 shares (Direct)

Footnotes (1)

1. Award of restricted stock pursuant to the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan. Shares will vest on the date of the next annual meeting of shareholders. 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.

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^*

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)
10/30/2025

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	10/30/2025		A		5,378(1)	A	$14.875	74,358	D
COMMON STOCK	11/01/2025		A		272(2)	A	$14.944	74,630	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. Award of restricted stock pursuant to the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan. Shares will vest on the date of the next annual meeting of shareholders.

2. 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	11/03/2025
	** 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 did TWIN disclose in this Form 4?

A director reported two restricted stock awards under the 2021 Omnibus Incentive Plan: 5,378 shares on 10/30/2025 and 272 shares on 11/01/2025.

How many Twin Disc (TWIN) shares were awarded and at what prices?

5,378 shares at $14.875 on 10/30/2025 and 272 shares at $14.944 on 11/01/2025.

What are the vesting terms of the reported restricted stock awards?

The 5,378-share award vests on the next annual meeting date; the 272-share award vests on the first anniversary of issuance.

What is the director’s beneficial ownership after the transactions?

Direct beneficial ownership was 74,358 shares after the first award and 74,630 shares after the second.

What is the relationship of the reporting person to Twin Disc (TWIN)?

The reporting person is a Director of Twin Disc, Inc.

Why were 272 shares issued on 11/01/2025?

They represent restricted stock issued in lieu of a quarterly cash retainer under the plan.