Twin Disc, Incorporated approved an amended and restated 2021 Omnibus Incentive Plan, increasing the common shares available for equity awards from 1,636,550 to 2,336,550, an increase of 700,000 shares. The plan covers a wide range of stock- and performance-based awards for officers, key employees, consultants and non-employee directors. Newly authorized equity cannot be issued until shareholders approve the plan, which the company intends to seek at the next annual meeting; if not approved by August 5, 2027, the prior version remains in effect.
The Compensation and Human Capital Committee set fiscal 2027 base salaries and bonus targets for CEO John H. Batten and CFO Jeffrey S. Knutson, each receiving a 4.0% salary increase effective with the first pay period including October 1, 2026. Batten’s base salary is $740,554 with a 100% target bonus; Knutson’s is $454,480 with a 60% target bonus under the Corporate Incentive Plan, where payouts can reach up to 200% of target based on financial and individual performance metrics.
On August 5, 2026, Batten received 18,756 restricted shares and a target of 28,135 performance shares; Knutson received 8,734 restricted shares and a target of 13,100 performance shares. Restricted stock vests after three years of continued employment. Performance shares for the three-year period ending June 30, 2029 are tied 50% to average return on invested capital and 50% to cumulative EBITDA, with potential payout from 0% to 200% of target; the maximum combined performance shares that can be earned by the named executive officers is 82,470.
On August 5, 2026, Twin Disc President and CEO John H. Batten reported equity compensation changes. He received 78,693 performance shares vesting and a new award of 18,756 restricted shares that vest 100% on August 5, 2029, both for no cash. To cover related tax obligations, the issuer withheld 52,465 common shares at prices of $23.336 and $24.01 per share. Batten also reports indirect ownership of 2,457.2354 shares in a 401(k) plan and serves as trustee for several family trusts holding Twin Disc stock.
Twin Disc Inc reported equity compensation activity for its VP Finance and CFO, Jeffrey Scott Knutson, on August 5, 2026. The report shows 38,638 performance shares vested for no cash consideration and a new award of 8,734 restricted shares that will vest 100% on August 5, 2029. To cover tax obligations on these vestings, a total of 25,758 common shares were withheld by the company at prices around $23.3360–$24.0100 per share. All reported entries consist of awards, vesting, and tax withholding rather than open-market purchases or sales, and they were not reported under a Rule 10b5-1 trading plan.
DOAR MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
TWIN DISC INC director Michael Doar received a grant of 357 shares of common stock on August 3, 2026, as restricted stock issued in lieu of his quarterly cash retainer under the company’s Amended and Restated 2021 Omnibus Incentive Plan. The restricted shares vest on the first anniversary of issuance. Following this award, Doar directly owns 130,363 shares of common stock.
Johnson David W reported acquisition or exercise transactions in this Form 4 filing.
TWIN DISC INC director David W. Johnson received a grant of 179 shares of common stock on August 3, 2026 as restricted stock issued in lieu of his quarterly cash retainer under the company’s Amended and Restated 2021 Omnibus Incentive Plan. The award is valued at $22.74 per share and will vest on the first anniversary of the grant date. After this grant, he directly holds 75,280 shares of common stock.
BlackRock, Inc. reported beneficial ownership of 741,659 shares of TWIN DISC INC common stock, representing 5.1% of the outstanding class. BlackRock has sole voting power over 733,933 shares and sole dispositive power over all 741,659 shares, with no shared voting or dispositive authority.
The shares are held across certain BlackRock business units, and various underlying clients may receive dividends or sale proceeds, but no single client holds more than five percent of Twin Disc’s outstanding common stock.
Twin Disc, Incorporated entered into a new Credit Agreement with Bank of Montreal and JPMorgan Chase Bank, N.A. that refinances its prior facility. The lenders provided Term Loans with an aggregate principal amount of $30,000,000, maturing on June 30, 2031, with required quarterly principal payments that step up over time.
The agreement also provides a Revolving Credit Commitment of up to $60,000,000, including a $5,000,000 swing line sublimit and a $4,000,000 letter of credit sublimit, available until the same 2031 termination date. Interest is based on SOFR, EURIBOR, CORRA or a base/prime rate plus an applicable margin tied to the company’s total funded debt to EBITDA ratio.
Borrowings are secured by substantially all personal property of Twin Disc and Kobelt, along with a pledge of 65% of equity in certain foreign subsidiaries, and are supported by a suite of amended and restated security, pledge, and negative pledge agreements. In an event of default, lenders can accelerate all obligations and require cash collateralization of letter-of-credit exposure.
Knutson Jeffrey Scott reported acquisition or exercise transactions in this Form 4 filing.
TWIN DISC INC executive Jeffrey Scott Knutson, the Vice President of Finance, Chief Financial Officer, Secretary and Treasurer, reported receiving a grant of 7,044 shares of common stock on June 5, 2026. The shares were valued at $19.0579 each for reporting purposes, and his direct holdings increased to 160,922 shares after this compensation-related award.
TWIN submitted a Form 144 notice regarding proposed sales of Common stock through a broker. The filing lists broker details as E*Trade from Morgan Stanley, the numeric entries 7004, 133000.00, and 14390226, and a date of 06/05/2026. The filing also lists prior stock award vesting entries of 2,077, 2,139 and 2,788 shares dated in 2015–2017.
Twin Disc reported significantly stronger results for the quarter ended March 27, 2026. Net sales rose to $96.7 million from $81.2 million, helped by commercial marine, defense and land-based transmission demand and favorable currency. Gross margin improved to 28.1% from 26.7%.
Operating income increased to $5.8 million from $1.9 million, and net income attributable to shareholders was $3.3 million, compared with a $1.5 million loss a year earlier. Basic earnings per share were $0.23 versus a loss of $0.11. For the first three quarters, sales reached $266.9 million and EPS climbed to $1.79, aided by a large income tax valuation allowance release.