[Form 4] Twin Disc, Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey S. Knutson, Twin Disc's VP Finance, CFO, Secretary and Treasurer, reported a routine tax-withholding transaction related to the vesting of restricted stock. On 08/03/2025 the issuer withheld 11,135 shares to satisfy tax obligations tied to vesting, recorded at $8.853 per share. The filing shows 139,493 shares of common stock beneficially owned by Mr. Knutson following the withholding, held directly.

The form's explanation confirms the shares were withheld to cover taxes rather than sold on the open market, indicating an administrative settlement of compensation-related tax liability rather than an active cash sale of shares.

Insights

Corporate Governance Expert

TL;DR A routine tax-withholding on vested restricted stock, not an open-market sale; minimal governance implications.

The report documents that 11,135 shares were withheld to satisfy tax obligations on restricted stock vesting, leaving the reporting officer with 139,493 shares directly. This is a common administrative action following equity vesting and does not reflect an intent to liquidate holdings. For governance oversight, the key points are transparency and timing, both met by filing a Form 4 that discloses the withholding and resulting beneficial ownership.

Securities Analyst

TL;DR Transaction is non-market and routine; no immediate valuation or voting-power shift implied.

The transaction code and explanation indicate a tax-withholding event from restricted stock vesting rather than a market disposition. The recorded price of $8.853 appears as the per-share value used for withholding calculations. Beneficial ownership of 139,493 shares remains direct, so there is no disclosed change in economic exposure beyond the administrative reduction in share count. This filing is informational and not materially impactful to company capitalization metrics.

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^*

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)
08/03/2025

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		11,135	D	$8.853	139,493	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 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).

	/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.
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 Jeffrey S. Knutson report on Form 4 for TWIN?

On 08/03/2025 Mr. Knutson had 11,135 shares withheld by the issuer to satisfy tax obligations from the vesting of restricted stock.

How many TWIN shares does Knutson beneficially own after the reported transaction?

The filing shows 139,493 shares of common stock beneficially owned by Mr. Knutson following the withholding, held directly.

Was this an open-market sale reported on the Form 4 for TWIN?

No. The explanation states the shares were withheld by the issuer to satisfy tax obligations related to vesting, not sold on the open market.

What role does Jeffrey S. Knutson hold at Twin Disc (TWIN)?

He is reported as VP Finance, CFO, Secretary & Treasurer of Twin Disc, Inc.

What transaction code and per-share amount are shown in the filing?

The transaction is reported with Code F and a per-share amount of $8.853 used in the withholding.