Twin Disc, Incorporated furnished an investor presentation under Item 7.01 of Form 8‑K. Management plans to use these materials at investor and analyst meetings on or after November 5, 2025, and will also post them on the company’s website.
The deck includes non‑GAAP financial measures that management uses to evaluate performance. The information is being furnished, not filed, and is therefore not subject to Section 18 liability or incorporation by reference unless expressly stated. The materials contain forward‑looking statements subject to risks outlined in the company’s SEC filings.
Twin Disc, Inc. filed an 8-K announcing it has reported its first quarter 2026 financial results. The related press release dated November 5, 2025 is attached as Exhibit 99.1 and incorporated by reference.
The disclosures under Item 2.02 and Item 7.01 are furnished and not deemed filed for purposes of Section 18 of the Exchange Act. The filing also includes customary forward-looking statements language referring to risks discussed in the company’s Form 10-K for the year ended June 30, 2025.
Twin Disc, Inc. (TWIN) reported results from its October 30, 2025 Annual Meeting. Shareholders elected John H. Batten (10,537,394 votes for, 98.36%), Juliann Larimer (10,426,603, 97.32%), and Kevin M. Olsen (10,398,338, 97.06%) to serve until the 2028 Annual Meeting or until successors are elected and qualified.
Shareholders approved the advisory vote on Named Executive Officer compensation with 10,107,525 votes for, 228,395 against, and 377,523 abstentions. They also ratified RSM US LLP as independent auditor for the fiscal year ending June 30, 2026, with 12,295,323 votes for, 53,916 against, and 18,116 abstentions. After the meeting, each non‑employee director continuing on the Board received 5,378 shares of restricted stock under the 2021 Omnibus Incentive Plan, representing approximately 55% of the annual Board retainer (exclusive of Committee chair fees).
Twin Disc (TWIN) reported an insider equity award. Director Janet Giesselman acquired 5,378 shares of common stock on 10/30/2025 (transaction code A) at a reported price of $14.875 per share. The filing states the award was restricted stock granted under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan, and the shares will vest on the date of the next annual meeting of shareholders.
Following this transaction, Giesselman beneficially owned 62,610.5022 shares, held directly.
Twin Disc (TWIN) director Juliann Larimer reported an acquisition of common stock on a Form 4. On 10/30/2025, she received 5,378 shares as a restricted stock award at $14.875 per share under the Amended and Restated 2021 Omnibus Incentive Plan. Following the grant, her beneficial ownership stands at 28,607 shares, held directly.
The award will vest on the date of the next annual meeting of shareholders.
Twin Disc (TWIN) reported an insider equity award. A director acquired 5,378 shares of common stock on 10/30/2025 as a restricted stock grant under the Amended and Restated 2021 Omnibus Incentive Plan. The filing lists a price of $14.875 per share. Following the transaction, the director beneficially owned 26,066 shares, held directly. The award will vest on the date of the next annual meeting of shareholders.
Twin Disc, Incorporated (TWIN) reported an insider equity award. Director Michael C. Smiley acquired 5,378 shares of common stock on 10/30/2025, shown at a stated price of $14.875 per share. After this grant, his beneficial ownership stands at 74,746 shares, held directly.
The award is restricted stock issued under the company’s Amended and Restated 2021 Omnibus Incentive Plan and will vest on the date of the next annual meeting of shareholders.
Twin Disc (TWIN) director reported two restricted stock awards on Form 4. On 10/30/2025, the director acquired 5,378 shares of common stock at $14.875 per share, bringing beneficial ownership to 127,509 shares, held directly. On 11/01/2025, the director acquired an additional 1,087 restricted shares at $14.944 per share, increasing direct beneficial ownership to 128,596 shares.
The first award was granted under the Amended and Restated 2021 Omnibus Incentive Plan and will vest on the date of the next annual shareholder meeting. The second award represents stock issued in lieu of a quarterly cash retainer and will vest on the first anniversary of issuance.
Twin Disc (TWIN) Form 4: A company director reported two restricted stock awards under the Amended and Restated 2021 Omnibus Incentive Plan. On 10/30/2025, the director received 5,378 shares at $14.875, with shares scheduled to vest on the date of the next annual meeting of shareholders. On 11/01/2025, the director received 272 shares at $14.944, issued in lieu of a quarterly cash retainer, vesting on the first anniversary of issuance.
Following these awards, direct beneficial ownership was 74,358 shares and then 74,630 shares.
Twin Disc, Incorporated is asking shareholders to vote at its October 30, 2025 annual meeting on three items: electing two directors, approving on an advisory basis the compensation of its named executive officers, and ratifying RSM US LLP as independent auditor for the year ending June 30, 2026.
Shareholders of record on August 22, 2025, when 14,390,226 common shares were outstanding, are entitled to one vote per share. The company highlights strong governance practices, including a majority-independent board, separation of Chair and CEO roles, anti-hedging and anti-pledging policies, and an SEC-filed insider trading policy.
The proxy details a pay-for-performance program where CEO John H. Batten received total compensation of $2.41 million in fiscal 2025 and holds 18.2% of the common stock. Long-term incentives are tied to three-year return on invested capital and cumulative EBITDA, which for the 2022–2025 cycle vested at 166.2% of target based on achieving a 6.40% average return on invested capital and $86.17 million cumulative EBITDA.