[Form 4] Twin Disc, Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey S. Knutson, Twin Disc's Vice President Finance, Chief Financial Officer, Secretary and Treasurer, reported equity compensation transactions dated 08/06/2025. A tranche of performance stock vested, resulting in an acquisition of 59,062 common shares; the issuer withheld 27,754 shares to satisfy tax obligations. The filing also shows an award of 21,762 restricted shares granted for no cash consideration that will vest 100% on 08/06/2028. The reported per-share value for the vested performance shares and the withheld amount is $9.015, while the restricted award is reported at $0 per share.

This disclosure reflects routine equity compensation activity under Twin Disc’s long-term incentive plans and updates Mr. Knutson’s beneficial ownership levels as reported in the filing.

Insights

Financial Analyst

TL;DR: Routine equity compensation vesting and tax withholding; not a material corporate event.

The Form 4 shows standard compensation-related movements: performance stock vested resulting in an acquisition of 59,062 shares, with 27,754 shares withheld for taxes, and a 21,762 restricted-share grant that vests in 2028. The per-share value reported for the vested/withheld shares is $9.015. These transactions appear to be administrative in nature and tied to existing long-term incentive plans rather than open-market purchases or sales, indicating limited immediate impact on valuation or market perception.

Corporate Governance Expert

TL;DR: Compensation disclosure aligns with standard governance practices; timing and withholding are typical.

The filing documents equity awards and tax-withholding actions under Twin Disc’s 2021 compensation plans. The separate line items and the explicit vesting schedule for the restricted award (100% vesting on 08/06/2028) demonstrate customary plan administration and transparency. There is no indication of unusual acceleration, related-party transactions beyond the officer’s awards, or departures from Rule 16 reporting conventions in the information provided.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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(1)	08/06/2025		A		59,062	A	$9.015	198,555	D
COMMON STOCK(2)	08/06/2025		F		27,754	D	$9.015	170,801	D
COMMON STOCK(3)	08/06/2025		A		21,762	A	$0	192,563	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. Vesting of Performance Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan.

2. 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).

3. Award of Restricted Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2021 Omnibus Incentive Plan. Grant will vest 100% on 8/6/2028.

	/s/ Jeffrey S. Knutson	08/08/2025
	** 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.
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FAQ

Who filed the Form 4 for Twin Disc (TWIN)?

The filing was submitted by Jeffrey S. Knutson, who is listed as VP Finance, CFO, Secretary & Treasurer of Twin Disc.

What equity transactions were reported for TWIN on 08/06/2025?

Reported transactions include the vesting of performance stock with an acquisition of 59,062 shares, 27,754 shares withheld to satisfy tax obligations, and a grant of 21,762 restricted shares.

What prices were reported on the Form 4?

The per-share amount reported for the vested performance shares and the withheld shares is $9.015; the restricted-share grant is reported at $0 per share.

When do the restricted shares vest?

The restricted award of 21,762 shares is stated to vest 100% on 08/06/2028.

How did these transactions affect beneficial ownership?

The filing lists beneficial ownership amounts following the reported transactions as 198,555, 170,801, and 192,563 across the respective reported lines in Table I.