[Form 4] Twin Disc, Incorporated Insider Trading Activity

Rhea-AI Filing Summary

John H. Batten, President and CEO of Twin Disc, Inc. (TWIN), reported insider transactions dated 08/06/2025. Restricted Stock Units granted on August 3, 2022 (72,376 RSUs) vested at 166% of target for the three-year performance period ending June 30, 2025, converting into 120,289 common shares. The filing shows 56,536 shares were withheld by the issuer to satisfy tax obligations at an indicated price of $9.015 per share. Separately, the reporting person received an award of 44,321 shares of restricted stock for no cash consideration that will vest 100% on 08/06/2028. The filing identifies multiple indirect holdings held in trustee capacities and is signed 08/08/2025.

Positive

• Performance-based RSUs vested, converting 72,376 RSUs into 120,289 common shares, demonstrating realized pay-for-performance.
• Retention incentive granted in the form of 44,321 restricted shares that vest 100% on 08/06/2028, aligning executive and shareholder interests.
• Insider remains a significant holder (Reporting Person is Director, President and CEO and a 10% owner), preserving management ownership continuity.

Negative

• 56,536 shares were withheld to satisfy tax obligations, reducing the net shares delivered to the reporting person.
• Future dilution potential from the 44,321 restricted shares that will vest in 2028 when issued.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation vesting increased insider stake, with tax withholding and a future restricted stock grant.

The Form 4 documents a performance-based RSU vesting that converted 72,376 RSUs into 120,289 shares at 166% of target, which is a clear example of pay-for-performance realization. The issuer withheld 56,536 shares to cover tax obligations, a common administrative step that reduces net share delivery to the insider. The separate award of 44,321 restricted shares with a 3-year cliff vest (100% on 08/06/2028) indicates continued retention incentives. Overall this is governance-normal: it increases executive alignment without showing any extraordinary related-party transaction or disposition.

Financial Analyst

TL;DR: Insider ownership rose via vested RSUs; tax withholding reduced net shares received—no sale or external transaction reported.

The filing reports conversion of performance RSUs into 120,289 common shares and shows an associated tax-withholding of 56,536 shares at an indicated price of $9.015. A separate grant of 44,321 restricted shares will vest fully on 08/06/2028, representing future potential dilution when issued. The document lists beneficiary trust holdings and multiple beneficial-ownership figures after the transactions. These are compensation-related moves rather than liquidity events; their market impact is likely limited absent additional context on total shares outstanding.

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

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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)
08/06/2025

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		120,289	A	$9.015	574,830	D
COMMON STOCK(2)	08/06/2025		F		56,536	D	$9.015	518,294	D
COMMON STOCK(3)	08/06/2025		A		44,321	A	$0	562,615	D
COMMON STOCK								2,457.2354	I	401(k)
COMMON STOCK								195,019	I	As Trustee(4)
COMMON STOCK								221,156	I	As Trustee(5)
COMMON STOCK								115,456	I	As Trustee(6)
COMMON STOCK								114,976	I	As Trustee(7)
COMMON STOCK								106,744	I	As Trustee(8)

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
Restricted Stock Units	(9)	08/06/2025		M		72,376		(10)	(10)	Common Stock	120,289	$0	30,474	D

Explanation of Responses:

1. Vesting of Restricted Stock Units with performance conditions 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 Restricted Stock Units with performance conditions 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.

4. As trustee of Michael E. Batten Marital Trust.

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

6. As trustee of Elizabeth Batten Stribney Trust.

7. As trustee of Timothy Michael Batten Trust.

8. As trustee of Louise Vemet Batten Grantor Trust.

9. Restricted Stock Units convert into common stock based on achievement of performance objectives.

10. On August 3, 2022, reporting person was granted 72,376 Restricted Stock Units with performance conditions, which vested at 166% of target based on the three-year period ending June 30, 2025.

	/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 transactions did John H. Batten report on the TWIN Form 4?

The filing reports vesting of performance RSUs on 08/06/2025 that converted 72,376 RSUs into 120,289 shares and a grant of 44,321 restricted shares that vest 100% on 08/06/2028.

How many shares were withheld for taxes in the TWIN filing?

The issuer withheld 56,536 shares to satisfy tax obligations associated with the RSU vesting; the filing shows an indicated price of $9.015 per share for that withholding.

When were the RSUs originally granted and what performance outcome applied?

The RSUs were granted on 08/03/2022 (72,376 RSUs) and vested at 166% of target based on the three-year performance period ending June 30, 2025.

What is the vesting schedule for the restricted stock award reported?

The restricted stock award of 44,321 shares was granted for no cash consideration and will vest 100% on 08/06/2028.

Who is the reporting person and what is their relationship to Twin Disc (TWIN)?

The reporting person is John H. Batten, listed as Director, President and CEO, and a 10% owner of Twin Disc, Inc.

When was the Form 4 signed?

The Form 4 bears the signature of John H. Batten dated 08/08/2025.