[Form 4] Twin Disc, Incorporated Insider Trading Activity

Rhea-AI Filing Summary

John H. Batten, who serves as President and CEO and is listed as a director and a 10% owner of Twin Disc, reported a routine equity tax-withholding transaction related to restricted stock. On 08/03/2025 the issuer withheld 22,678 shares to satisfy tax obligations at an indicated price of $8.853 per share, leaving the reporting person with 454,541 shares held directly. The filing also discloses indirect holdings across a 401(k) and six trusts, including 2,457.2354 shares in the 401(k) and trust balances of 195,019, 221,156, 115,456, 114,976 and 106,744 shares respectively. The form includes an explanation that the withheld shares relate to restricted stock vesting and tax withholding by the issuer.

Positive

• Reporting compliance: Form 4 filed and signed, disclosing the holding change and trustee details
• Continued substantial ownership: Reporting person retains 454,541 direct shares plus material indirect trust and 401(k) holdings

Negative

• Disposition recorded: 22,678 shares were withheld (disposed) to satisfy tax obligations
• Price noted: Withholding occurred at $8.853 per share, indicating a transfer of economic value from the reporting person

Insights

Corporate Governance Expert

TL;DR Routine tax-withholding on vested restricted stock; no evidence of unusual insider selling.

The Form 4 shows a tax-withholding disposition of 22,678 shares under Code F tied to restricted stock vesting. The reporting person remains a substantial direct holder with 454,541 shares and multiple indirect holdings via a 401(k) and trusts. This filing is a standard administrative action reflecting compensation-related withholding rather than a discretionary liquidity event. From a governance perspective, the disclosure meets Section 16 reporting expectations and provides transparency on both direct and indirect ownership.

Securities Analyst

TL;DR Small, routine share withholding; limited near-term market impact given continued substantial ownership.

The transaction recorded on 08/03/2025 indicates 22,678 shares were withheld at $8.853 to satisfy tax obligations on vested restricted stock. The reporting person retains significant direct and indirect holdings, with direct beneficial ownership of 454,541 shares and several trust and 401(k) positions disclosed. Given the nature and size of the withholding relative to total reported holdings, this event is informational and unlikely to be material to valuation or liquidity for investors.

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
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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^*

BATTEN JOHN H

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2025

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)	08/03/2025		F		22,678	D	$8.853	454,541	D
COMMON STOCK								2,457.2354	I	401(k)
COMMON STOCK								195,019	I	As Trustee(2)
COMMON STOCK								221,156	I	As Trustee(3)
COMMON STOCK								115,456	I	As Trustee(4)
COMMON STOCK								114,976	I	As Trustee(5)
COMMON STOCK								106,744	I	As Trustee(6)

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. As trustee of Michael E. Batten Marital Trust.

3. As trustee of Michael E. Batten Family Trust.

4. As trustee of Elizabeth Batten Stribney Trust.

5. As trustee of Timothy Michael Batten Trust.

6. As trustee of Louise Vemet Batten Grantor Trust.

	/s/ John H. Batten	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.
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 transaction did John H. Batten report on Form 4 for TWIN?

The Form 4 reports a tax-withholding transaction where 22,678 shares were withheld in connection with restricted stock vesting.

When was the transaction and at what price was it recorded?

The transaction date is 08/03/2025 and the shares were withheld at an indicated price of $8.853 per share.

How many shares does John H. Batten own after the transaction?

Following the reported withholding, the filing shows 454,541 shares beneficially owned directly by the reporting person.

Does the filing disclose indirect holdings for the reporting person?

Yes. The filing lists 2,457.2354 shares in a 401(k) and indirect trust holdings of 195,019, 221,156, 115,456, 114,976 and 106,744 shares.

What does Transaction Code F mean in this Form 4?

The filing explains Code F represents shares withheld by the issuer to satisfy tax obligations related to the vesting of restricted stock.