[Form 4] Twin Disc, Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Ambev (ABEV) 6-K – 1H25 IFRS figures (BRL):

• Net sales rose 5.6% YoY to R$42.6 bn, driven mainly by Brazil and CAC volumes.
• Gross margin improved 60 bp to 50.7%; operating income up 12.8% to R$10.1 bn, lifting operating margin to 23.7%.
• Net income increased 5.4% to R$6.6 bn; basic EPS R$0.4100 (+5.9%). Effective tax rate 20.3% (-57 bp).
• OCF R$4.25 bn (+4.4%); FCF turned negative as financing outflows (R$12.8 bn) covered R$4.0 bn dividends and R$1.9 bn share buybacks, shrinking cash to R$16.4 bn (-43%).
• Balance sheet: total assets R$142.2 bn (-12.6% vs FY24) largely on FX translation (-R$8.4 bn OCI) and lower cash; equity fell to R$93.2 bn.
• Key events: completion of 155 m-share buyback (R$1.93 bn); two interim dividends totalling R$0.256 per share; SLU Caribbean operations (R$692 m assets) classified as held-for-sale; cash-flow hedge losses R$1.34 bn.
• Leverage remains low (interest-bearing debt R$3.2 bn; Net cash still positive).

Takeaway: Core operations strengthened with higher revenue and margins, but large shareholder returns plus FX hit reduced liquidity and equity. Guidance not provided.

Positive

• Revenue +5.6% YoY and operating income +12.8%, signalling healthy underlying demand and cost control.
• Gross margin up 60 bp to 50.7%, reversing prior compression.
• EPS grew 5.9% to R$0.4100; tax rate improved to 20.3%.
• Cash generation remained strong: OCF R$4.25 bn (+4.4%).
• Completed R$1.93 bn share-buyback and paid R$4.0 bn dividends, enhancing shareholder returns.
• Net cash position maintained despite payouts; leverage low.

Negative

• Cash & equivalents down 43% to R$16.4 bn due to payouts and share repurchases.
• FX translation and hedge losses generated R$8.4 bn OCI loss, cutting equity 6%.
• Financing cash outflow of -R$12.8 bn far exceeded OCF, reducing liquidity headroom.
• Provisions remain high (R$1.02 bn) and possible tax contingencies reach R$102 bn.
• Comprehensive income negative (-R$1.9 bn), reflecting heightened volatility.

Insights

Equity Research Analyst

TL;DR: Solid operating beat, but cash depleted by aggressive payouts and BRL devaluation.

Ambev delivered mid-single digit top-line growth and double-digit EBIT expansion, confirming pricing power and cost discipline across Brazil, LAS and Canada. Gross and operating margins surpassed pre-pandemic levels despite flat volumes. However, R$12.8 bn financing outflow (2× 2024) to fund dividends and the completed buyback cut cash 43% and trimmed equity 6%. Net cash position remains, yet buffer is thinner as FX hedges and translation shaved R$8.4 bn from OCI. With net debt still negligible, the capital return story persists, but investors should watch currency moves, working-capital rebuild and Argentina hyperinflation effects.

Risk & Governance Specialist

TL;DR: FX volatility, tax contingencies and shrinking cash elevate risk profile.

Comprehensive loss (-R$1.9 bn) stemmed from BRL appreciation against LatAm currencies and hedge mark-to-market, underscoring sensitivity to currency swings. Cash now equal to 34% of current liabilities versus 58% at YE24. Provisions stand at R$1.02 bn while ‘possible’ tax contingencies top R$102 bn; no new provisions were booked, yet adverse rulings could pressure future cash. Asset-sale of SLU is modest, but signals ongoing portfolio pruning. Governance positive: no covenant breaches and external review issued unqualified conclusion.

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)
08/01/2025

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	08/01/2025		A		443(1)	A	$9.162	68,980	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/ David W. Johnson	08/01/2025
	** 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

How much did ABEV's revenue grow in the first half of 2025?

Net sales increased 5.6% year-over-year to R$42.6 billion.

What is Ambev’s EPS for 1H25?

Basic earnings per share were R$0.4100, up 5.9% versus 1H24.

How much cash does Ambev hold after the buyback and dividends?

Cash and cash equivalents stood at R$16.4 billion on 30 Jun 2025.

What dividends were declared in 2025 so far?

Two interim dividends of R$0.1276 and R$0.1280 per share (total R$3.998 bn) were approved and paid.

Did Ambev record any major asset sales?

Yes. Caribbean subsidiary SLU (assets R$692 m) was classified as held-for-sale pending transfer to Koscab by 31 Jul 2025.

What is Ambev’s debt position?

Interest-bearing loans and leases total R$3.16 bn; the company remains in a net cash position.