TWIN Pengajuan SEC - Twin Disc, Incorporated- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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LEI	549300FR8EHCY14BLP32
CIK	100378

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Twin Disc, Incorporated

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

September 5, 2025	EX-23.A	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Nos.
September 5, 2025	EX-32.A	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2025, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and Chief Exec
September 5, 2025	EX-21	SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Twin Disc, Incorporated, the registrant (a Wisconsin Corporation) owns directly or indirectly 100% of the following subsidiaries: 1.
September 5, 2025	EX-24	POWER OF ATTORNEY EXHIBIT 24 . POWER OF ATTORNEY The undersigned directors of Twin Disc, Incorporated hereby severally constitute John H. Batten and Jeffrey S. Knutson, and each of them singly, true and lawful attorneys with full power to them, and each of them, singly, to sign for us and in our names as directors the Form 10-K Annual Report for the fiscal year ended June 30, 2025 pursuant to Section 13 or 15(d) of
September 5, 2025	EX-32.B	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2025, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice President - Fin
September 5, 2025	EX-31.B	EXHIBIT 31b EXHIBIT 31b CERTIFICATIONS I, Jeffrey S. Knutson, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r
September 5, 2025	EX-31.A	EXHIBIT 31a EXHIBIT 31a CERTIFICATIONS I, John H. Batten, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe
September 5, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact N
September 5, 2025	EX-97	POLICY RELATING TO RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION TWIN DISC, INCORPORATED MANDATORY CLAWBACK POLICY Effective October 1, 2023 EXHIBIT 97 POLICY RELATING TO RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION TWIN DISC, INCORPORATED MANDATORY CLAWBACK POLICY Effective October 1, 2023 1) Purpose This Mandatory Clawback Policy (this “Policy”), adopted by the Compensation and Human Capital Committee (the “CHCC”) of Twin Disc, Incorporated (the “Company”), sets forth the conditions under which the Company shall recover Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (“Mandatory Clawback”).
September 5, 2025	EX-19	INSIDER TRADING EXHIBIT 19 INSIDER TRADING TWIN DISC, INCORPORATED INSIDER TRADING POLICY 1. Purpose Twin Disc, Incorporated has established this insider trading policy to regulate transactions in securities of the Company by employees, officers and directors of the Company, and related individuals. The purpose of this policy is to prevent any improper trading activity by parties involved with or familiar with th
August 26, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 26, 2025 TWIN DISC, INCORPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 26, 2025 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 26, 2025	EX-99.1	EXHIBIT 99.1 Exhibit 99.1
August 21, 2025	EX-99.1	EXHIBIT 99.1 Exhibit 99.1
August 21, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 21, 2025 TWIN DISC, INCORPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 21, 2025 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 21, 2025	EX-99.1	Twin Disc Announces Full Year and Fourth Quarter Results Exhibit 99.1 Twin Disc Announces Full Year and Fourth Quarter Results MILWAUKEE, Wis., August 21, 2025 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the fourth quarter and full fiscal year 2025 ended June 30, 2025. Fiscal Full Year 2025 Highlights ● Sales increased 15.5% year-over-year to $340.7 million ● Net loss attributable to Twin Disc was ($1.9) million ● EBITDA
August 21, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 21, 2025 TWIN DISC, INCORPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 21, 2025 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 12, 2025	EX-10.1	RESTRICTED STOCK GRANT AGREEMENT Exhibit 10.1 RESTRICTED STOCK GRANT AGREEMENT THIS AGREEMENT, by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Employee”) is dated this 6th day of August, 2025. WHEREAS, the Company adopted an Amended and Restated 2021 Omnibus Incentive Plan in 2024 (the “Plan”), whereby the Compensation and Human Capital Committee of the Board of Directors (the “Committee”) is authorized to award
August 12, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 6, 2025 TWIN DISC, INCORPOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 6, 2025 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of in
August 12, 2025	EX-10.2	PERFORMANCE STOCK AWARD GRANT AGREEMENT Exhibit 10.2 PERFORMANCE STOCK AWARD GRANT AGREEMENT THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Employee”) is dated this 6th day of August, 2025, to memorialize an award of performance stock of even date herewith. WHEREAS, the Company adopted an Amended and Restated 2021 Omnibus Incentive Plan in 2024 (the “Plan”
June 13, 2025	EX-1.01	TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2024 Exhibit 1.01 TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2024 I. Overview This is the Conflict Minerals Report of Twin Disc, Incorporated ("Twin Disc" or the "Company") for the year ended December 31, 2024, pursuant to Rule 13p-1 (the "Rule") under the Securities and Exchange Act of 1934 (the "Exchange Act"). Terms not defined herein shall have the meanings ass
June 13, 2025	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 1-7635 39‑0667110 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 222 E. Erie Street, Milwaukee, Wi. 53202 (Address of princi
May 7, 2025	EX-99.1	Twin Disc Announces Third Quarter Results Exhibit 99.1 Twin Disc Announces Third Quarter Results MILWAUKEE, Wis., May 7, 2025 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the third quarter ended March 28, 2025. Fiscal Third Quarter 2025 Highlights ● Sales increased 9.5% year-over-year to $81.2 million ● Net loss attributable to Twin Disc was ($1.5) million and EBITDA* of $4.0 million ● Operating cash flow o
May 7, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 28, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its
May 7, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 7, 2025 TWIN DISC, INCORPORATE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 7, 2025 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of incor
May 7, 2025	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 28, 2025, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executive O
May 7, 2025	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
May 7, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 7, 2025 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of incor
May 7, 2025	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 28, 2025, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presiden
May 7, 2025	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
May 7, 2025	EX-99.1	Presentation Materials Exhibit 99.1
February 18, 2025	EX-1.6	Assignment of and Amendment to Security Agreement By and Among BMO Bank, N.A., Bank of Montreal, and Twin Disc, Incorporated Exhibit 1.6 ASSIGNMENT OF AND AMENDMENT TO SECURITY AGREEMENT THIS ASSIGNMENT OF AND AMENDMENT TO SECURITY AGREEMENT (the “Assignment”), is entered into as of February 14, 2025, by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“Debtor”). RECITALS A. Pursuant to the Credit
February 18, 2025	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 14, 2025 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
February 18, 2025	EX-1.11	Assignment of and Amendment to Negative Pledge Agreement By and Among BMO Bank, N.A., Bank of Montreal, and Twin Disc, Incorporated Exhibit 1.11 Document Number ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENT Document Title RECORDING AREA Name and Return Address: Vincent M. Morrone, Esq. Michael Best & Friedrich LLP 790 North Water Street Milwaukee, Wisconsin 53202 PINs: See Exhibit A ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENT THIS ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENT (this “Assignmen
February 18, 2025	EX-1.1	Credit Agreement By and Among Twin Disc, Incorporated, Twin Disc Canada Holdings Ltd., Kobelt Manufacturing Co. Ltd., and Bank of Montreal, dated February 14, 2025. Exhibit 1.1 Execution Version Credit Agreement dated as of February 14, 2025, among Twin Disc, Incorporated, (from the Closing Date until the consummation of Kobelt Amalgamation) Twin Disc Canada Holdings Ltd., (after the consummation of the Kobelt Acquisition and Kobelt Amalgamation) Kobelt Manufacturing Co. Ltd., and Bank of Montreal Table of Contents SECTION 1. DEFINITIONS; INTERPRETATION. 1 Se
February 18, 2025	EX-1.12	Collateral Assignment of Rights Under Purchase Agreement By and Among Twin Disc, Incorporated, Twin Disc Canada Holdings Ltd., and Bank of Montreal Exhibit 1.12 COLLATERAL ASSIGNMENT OF RIGHTS UNDER PURCHASE AGREEMENT THIS COLLATERAL ASSIGNMENT OF RIGHTS UNDER PURCHASE AGREEMENT (this “Collateral Assignment”) has been executed and delivered as of February 14, 2025, by Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), and Twin Disc Canada Holdings Ltd., a company formed under the laws of the Province of British Columbia (“Assignor
February 18, 2025	EX-1.9	Assignment of and Amendment to Perfection Certificate By and Among BMO Bank, N.A., Bank of Montreal, Twin Disc, Incorporated, and Kobelt Manufacturing Co. Ltd. Exhibit 1.9 ASSIGNMENT OF AND AMENDMENT TO PERFECTION CERTIFICATE THIS ASSIGNMENT OF AND AMENDMENT TO PERFECTION CERTIFICATE (this “Assignment”), is entered into as of February 14, 2025, by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“TDI”) and immediately after giving e
February 18, 2025	EX-1.10	Assignment of and Amendment to Assignment as to Liens and Encumbrances By and Among BMO Bank, N.A., Bank of Montreal, and Twin Disc, Incorporated Exhibit 1.10 ASSIGNMENT OF AND AMENDMENT TO AGREEMENT AS TO LIENS AND ENCUMBRANCES THIS ASSIGNMENT OF AND AMENDMENT TO AGREEMENT AS TO LIENS AND ENCUMBRANCES (the “Assignment”), is entered into as of February 14, 2025, by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“Borr
February 18, 2025	EX-99.1	February 18, 2025 Exhibit 99.1 FOR IMMEDIATE RELEASE: February 18, 2025 For media inquiries, please contact: Jeff Knutson, Vice President – Finance, Chief Financial Officer, Treasurer & Secretary Phone number: (262) 638-4242 Email: [email protected] TWIN DISC, INC. FINALIZES ACQUISITION OF KOBELT MILWAUKEE – Twin Disc, Inc. (NASDAQ: TWIN), a global leader in power transmission technology for marine and land
February 18, 2025	EX-1.5	Assignment and Assumption of Term Loan Note Between BMO Bank, N.A. and Bank of Montreal Exhibit 1.5 ASSIGNMENT AND ASSUMPTION OF TERM LOAN NOTE THIS ASSIGNMENT AND ASSUMPTION OF TERM LOAN NOTE (this “Assignment”) is entered into as of February 14, 2025, by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”). RECITALS A. Assignor holds an Amended and Res
February 18, 2025	EX-1.7	Assignment of and Amendment to IP Security Agreement By and Among BMO Bank, N.A., Bank of Montreal, Twin Disc, Incorporated, and Kobelt Manufacturing Co. Ltd. Exhibit 1.7 ASSIGNMENT OF AND AMENDMENT TO IP SECURITY AGREEMENT THIS ASSIGNMENT OF AND AMENDMENT TO IP SECURITY AGREEMENT (the “Assignment”), is entered into as of [DATE, 2025], by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“TDI”) and immediately after giving effect to
February 18, 2025	EX-1.3	Assignment and Assumption of Revolving Loan Note Between BMO Bank, N.A. and Bank of Montreal Exhibit 1.3 ASSIGNMENT AND ASSUMPTION OF REVOLVING LOAN NOTE THIS ASSIGNMENT AND ASSUMPTION OF REVOLVING LOAN NOTE (this “Assignment”), is entered into as of February 14, 2025, by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”). RECITALS A. Assignor holds a Fourt
February 18, 2025	EX-1.8	Assignment of and Amendment to Pledge Agreement By and Among BMO Bank, N.A., Bank of Montreal, and Twin Disc, Incorporated Exhibit 1.8 ASSIGNMENT OF AND AMENDMENT TO PLEDGE AGREEMENT THIS ASSIGNMENT OF AND AMENDMENT TO PLEDGE AGREEMENT (the “Assignment”), is entered into as of February 14, 2025, by BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (“Assignor”), in favor of Bank of Montreal (“Assignee”), and is consented to by Twin Disc, Incorporated, a Wisconsin corporation (“Pledgor”). RECITALS A. Pursuant to the Credit Agr
February 18, 2025	EX-1.4	Second Amended and Restated Term Note By and Among Twin Disc, Incorporated, Kobelt Manufacturing Co., Ltd. and Bank of Montreal Exhibit 1.4 SECOND AMENDED AND RESTATED TERM NOTE U.S. $15,000,000.00 February 14, 2025, For Value Received, the undersigned, Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), hereby promises to pay to Bank of Montreal (“Bank”), as successor via assignment to BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), at the principal office of Bank in Milwaukee, Wisconsin (or such other location as
February 18, 2025	EX-99.2	SHARE PURCHASE AGREEMENT KOBELT MANUFACTURING CO. LTD. as the Company TWIN DISC CANADA HOLDINGS LTD. as the Purchaser TWIN DISC INCORPORATED as Parent Company of the Purchaser THE SHAREHOLDERS OF THE COMPANY SET FORTH ON THE SIGNATURE PAGE HERETO, as Exhibit 99.2 CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AGREEMENT AMONG KOBELT MANUFACTURING CO. LTD. as the Company AND TWIN DISC CANADA HOLDINGS LTD. as the Purchaser AND TWIN DIS
February 18, 2025	EX-1.2	Fifth Amended and Restated Revolving Note By and Among Twin Disc, Incorporated, Kobelt Manufacturing Co., Ltd. and Bank of Montreal Exhibit 1.2 FIFTH AMENDED AND RESTATED REVOLVING NOTE U.S. $50,000,000.00 February 14, 2025 For Value Received, the undersigned, Twin Disc, Incorporated, a Wisconsin corporation (“TDI”), from the Closing Date until the consummation of the Kobelt Amalgamation, Twin Disc Canada Holdings Ltd., a company incorporated under the laws of British Columbia (“Kobelt Purchaser”) and immediately after giving
February 5, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 5, 2025 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
February 5, 2025	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
February 5, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 27, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in i
February 5, 2025	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 27, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executiv
February 5, 2025	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
February 5, 2025	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 27, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presi
February 5, 2025	EX-99.1	Twin Disc Announces Second Quarter Results Exhibit 99.1 Twin Disc Announces Second Quarter Results MILWAUKEE, Wis., February 5, 2025 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the second quarter ended December 27, 2024. Fiscal Second Quarter 2025 Highlights ● Sales increased 23.2% year-over-year to $89.9 million, organic sales* increased 10.1% ● Net income attributable to Twin Disc was $0.9 million ● EBITD
February 5, 2025	EX-99.1	Presentation Materials Exhibit 99.1
February 5, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 5, 2025 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
November 6, 2024	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 27, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Pres
November 6, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) November 6, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
November 6, 2024	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
November 6, 2024	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 27, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executi
November 6, 2024	EX-99.1	Twin Disc Announces First Quarter Results Exhibit 99.1 Twin Disc Announces First Quarter Results MILWAUKEE, Wis., November 6, 2024 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the first quarter ended September 27, 2024. Fiscal First Quarter 2025 Highlights ● Sales increased 14.7% year-over-year to $72.9 million ● Gross margin of 26.5%, expanded 30 basis points over prior year ● Net loss attributable to Twin
November 6, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) November 6, 2024 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
November 6, 2024	EX-10.1	Form of Twin Disc, Incorporated Non-Employee Director Restricted Stock Agreement Exhibit 10.1 TWIN DISC, INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Director”) is dated this day of , 20, to memorialize awards of restricted stock under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”). Capitalized terms not
November 6, 2024	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
November 6, 2024	EX-99.1	Presentation Materials Exhibit 99.1
November 6, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 27, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in
November 6, 2024	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) October 31, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
October 31, 2024	EX-FILING FEES	Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 Registration Statement (Form Type) TWIN DISC, INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, No Par Value 457(c) and 457(h) 921,550 (2) $ 11.
October 31, 2024	S-8	As filed with the Securities and Exchange Commission on October 31, 2024 As filed with the Securities and Exchange Commission on October 31, 2024 Registration No.
September 18, 2024	DEFR14A	SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
September 13, 2024	DEF 14A	SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Section 240.
September 6, 2024	EX-23.A	Consent of Independent Registered Public Accounting Firm EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Nos.
September 6, 2024	EX-31.A	EXHIBIT 31a EXHIBIT 31a CERTIFICATIONS I, John H. Batten, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe
September 6, 2024	EX-21	Subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Twin Disc, Incorporated, the registrant (a Wisconsin Corporation) owns directly or indirectly 100% of the following subsidiaries: 1.
September 6, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact N
September 6, 2024	EX-32.B	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice President - Fin
September 6, 2024	EX-24	Power of Attorney EXHIBIT 24 . POWER OF ATTORNEY The undersigned directors of Twin Disc, Incorporated hereby severally constitute John H. Batten and Jeffrey S. Knutson, and each of them singly, true and lawful attorneys with full power to them, and each of them, singly, to sign for us and in our names as directors the Form 10-K Annual Report for the fiscal year ended June 30, 2024 pursuant to Section 13 or 15(d) of
September 6, 2024	EX-32.A	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and Chief Exec
September 6, 2024	EX-31.B	EXHIBIT 31b EXHIBIT 31b CERTIFICATIONS I, Jeffrey S. Knutson, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r
August 15, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 15, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 15, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 15, 2024 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 15, 2024	EX-99.1	Presentation Materials Exhibit 99.1
August 15, 2024	EX-99.1	Twin Disc Announces Fourth Quarter & Full Year Results Exhibit 99.1 Twin Disc Announces Fourth Quarter & Full Year Results MILWAUKEE, Wis., August 15, 2024 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the fourth quarter and full fiscal year 2024 ended June 30, 2024. Fiscal Full Year 2024 Highlights ● Sales increased 6.6% year-over-year to $295.1 million ● Net income attributable to Twin Disc was $11.0 million ● EBITDA*
August 6, 2024	EX-10.2	Form of Restricted Stock Unit Grant Agreement for restricted stock unit grants on August 1, 2024 Exhibit 10.2 RESTRICTED STOCK UNIT GRANT AGREEMENT THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Employee”), is dated this 1st day of August, 2024 to memorialize an award of restricted stock units of even date herewith. WHEREAS, the Company adopted an Amended and Restated 2021 Omnibus Incentive Plan in 2024 (the “Plan
August 6, 2024	EX-10.1	Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan Exhibit 10.1 TWIN DISC, INCORPORATED AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE 1.1 Purpose. The purpose of the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”) is to promote the overall financial objectives of Twin Disc, Incorporated (the “Company”) and its majority owned subsidiaries (“Subsidiaries”) by providing opportunities for offi
August 6, 2024	EX-10.3	Form of Performance Stock Award Grant Agreement for performance stock grants on August 1, 2024 Exhibit 10.3 PERFORMANCE STOCK AWARD GRANT AGREEMENT THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Employee”) is dated this 1st day of August, 2024, to memorialize an award of performance stock of even date herewith. WHEREAS, the Company adopted an Amended and Restated 2021 Omnibus Incentive Plan in 2024 (the “Plan”
August 6, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 31, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of inc
May 31, 2024	EX-99.1	PAGE 2 Exhibit 99.1 FOR IMMEDIATE RELEASE: May 31, 2024 For media inquiries, please contact: Jeff Knutson, Vice President – Finance, Chief Financial Officer, Treasurer & Secretary Phone number: (262) 638-4242 Email: [email protected] Twin Disc, Inc. Finalizes Deal to Acquire Katsa Oy MILWAUKEE – Twin Disc, Inc. (NASDAQ: TWIN), a global leader in power transmission technology for marine and land-b
May 31, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 31, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of inco
May 30, 2024	EX-1.01	Conflict Minerals Report for the year ended December 31, 2023, as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2023 I. Overview This is the Conflict Minerals Report of Twin Disc, Incorporated ("Twin Disc" or the "Company") for the year ended December 31, 2023, pursuant to Rule 13p-1 (the "Rule") under the Securities and Exchange Act of 1934 (the "Exchange Act"). Terms not defined herein shall have the meanings ass
May 30, 2024	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 1-7635 39‑0667110 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 222 E. Erie Street, Milwaukee, Wi. 53202 (Address of princi
May 8, 2024	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
May 8, 2024	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 29, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presiden
May 8, 2024	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
May 8, 2024	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 29, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executive O
May 8, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 29, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its
April 30, 2024	EX-99.1	Twin Disc Announces Third Quarter Results Exhibit 99.1 Twin Disc Announces Third Quarter Results MILWAUKEE, Wis., April 30, 2024 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN), today reported results for the fiscal 2024 third quarter ended March 29, 2024. Fiscal Third Quarter 2024 Highlights • Sales increased 50 basis points year-over-year to $74.2 million • Gross margin of 28.2%, expanded 210 basis points on a year-over-year basis • N
April 30, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 30, 2024 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of in
April 30, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 30, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of in
April 30, 2024	EX-99.1	Presentation Materials Exhibit 99.1
April 2, 2024	EX-1.1	Amendment No. 10 to Credit Agreement between Twin Disc, Incorporated and BMO Harris Bank, N.A. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K dated April 2, 2024). File No. 001-07635. Exhibit 1.1 AMENDMENT NO. 10 TO CREDIT AGREEMENT THIS AMENDMENT NO. 10 TO CREDIT AGREEMENT is made and executed effective as of April 1, 2024 (the “Amendment No. 10 Effective Date”), by and between Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), and BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), a national banking association (“Bank”). In consideration of the mutual covenants, conditio
April 2, 2024	EX-1.2	Fourth Amended and Restated Revolving Note Exhibit 1.2 Fourth Amended and Restated Revolving Note U.S. $45,000,000.00 April 1, 2024 For Value Received, the undersigned, Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), hereby promises to pay to BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), a national banking association (“Bank”), at the principal office of the Bank located in Milwaukee, Wisconsin (or such other location as Bank
April 2, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 1, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of inc
March 6, 2024	EX-99.2	Investor presentation of Twin Disc, Incorporated, dated March 6, 2024 Exhibit 99.2
March 6, 2024	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) March 5, 2024 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of inc
March 6, 2024	EX-2.1	Sale and Purchase Agreement dated March 5, 2024, between TD Finland Holding OY and Katsa Oy Exhibit 2.1 CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SALE AND PURCHASE AGREEMENT by and between TIMO SALLI AND JOUKO SALLI AS SELLERS and TD FINLAND HOLDING OY AS BUYER regarding all shares in K
March 6, 2024	EX-99.1	Twin Disc, Inc. Signs Definitive Agreement to Acquire Katsa Oy Exhibit 99.1 Twin Disc, Inc. Signs Definitive Agreement to Acquire Katsa Oy MILWAUKEE, Wis., March 6, 2024 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN), announced today that it has entered into a definitive agreement to acquire Katsa Oy (“Katsa”), a leading European manufacturer of high-quality power transmission components and gearboxes, in an all-cash transaction valued at €21 million (appr
February 7, 2024	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 29, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presi
February 7, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 29, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in i
February 7, 2024	EX-99.1	Presentation Materials Exhibit 99.1
February 7, 2024	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
February 7, 2024	EX-99.1	Twin Disc Announces Second Quarter Results Exhibit 99.1 Twin Disc Announces Second Quarter Results MILWAUKEE, Wis., February 7, 2024 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN), today reported results for the fiscal 2024 second quarter ended December 29, 2023. Fiscal Second Quarter 2024 Highlights ● Sales increased 15.2% year-over-year to $73.0 million ● Gross margin of 28.3%, expanded 140 basis points on a year-over-year basis ● Net
February 7, 2024	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
February 7, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 7, 2024 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
February 7, 2024	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 29, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executiv
February 7, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 7, 2024 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
November 8, 2023	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 29, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executi
November 8, 2023	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
November 8, 2023	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
November 8, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 29, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in
November 8, 2023	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 29, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Pres
November 2, 2023	EX-99.1	Twin Disc Announces First Quarter Results Exhibit 99.1 Twin Disc Announces First Quarter Results MILWAUKEE, Wis., November 2, 2023 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN), today reported results for the fiscal 2024 first quarter ended September 29, 2023. Fiscal First Quarter 2024 Highlights ● Sales increased 13.7% year-over-year to $63.6 million ● Gross margin of 26.2%, expanded 240 basis points despite one-time noncash charge o
November 2, 2023	EX-99.2	Twin Disc Reinstates Quarterly Cash Dividend Exhibit 99.2 Twin Disc Reinstates Quarterly Cash Dividend MILWAUKEE, Wis., November 2, 2023 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN), today announced that the Board of Directors (the "Board") reinstated a regular quarterly cash dividend of $0.04 per share payable on December 1, 2023, to shareholders of record at the close of business on November 17, 2023. This resumption of Twin Disc’s qu
November 2, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) November 2, 2023 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
November 1, 2023	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) November 1, 2023 (October 26, 2023) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commissio
September 8, 2023	EX-23.A	Consent of Independent Registered Public Accounting Firm EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Nos.
September 8, 2023	EX-24	Power of Attorney EXHIBIT 24 . POWER OF ATTORNEY The undersigned directors of Twin Disc, Incorporated hereby severally constitute John H. Batten and Jeffrey S. Knutson, and each of them singly, true and lawful attorneys with full power to them, and each of them, singly, to sign for us and in our names as directors the Form 10-K Annual Report for the fiscal year ended June 30, 2023 pursuant to Section 13 or 15(d) of
September 8, 2023	EX-32.B	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice President - Fin
September 8, 2023	EX-32.A	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and Chief Exec
September 8, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact N
September 8, 2023	EX-18	Preferability Letter from RSM US LLP Exhibit 18 September 8, 2023 Board of Directors Twin Disc, Incorporated Ladies and Gentlemen: Note A of the Notes to the Consolidated Financial Statements of Twin Disc, Incorporated (the Company) included in its Annual Report on Form 10-K for the twelve-month period ended June 30, 2023, describes voluntary changes in the Company’s method of accounting for actuarial gains and losses for all of its pension and other postretirement benefit plans.
September 8, 2023	DEF 14A	SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Section 240.
September 8, 2023	EX-21	Subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Twin Disc, Incorporated, the registrant (a Wisconsin Corporation) owns directly or indirectly 100% of the following subsidiaries: 1.
September 8, 2023	EX-31.A	EXHIBIT 31a EXHIBIT 31a CERTIFICATIONS I, John H. Batten, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe
September 8, 2023	EX-31.B	EXHIBIT 31b EXHIBIT 31b CERTIFICATIONS I, Jeffrey S. Knutson, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r
August 16, 2023	EX-99.1	Twin Disc Reports Strong Fourth Quarter & Full Year Results Exhibit 99.1 Twin Disc Reports Strong Fourth Quarter & Full Year Results MILWAUKEE, Wis., August 16, 2023 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the fourth quarter and full fiscal year 2023, which ended on June 30, 2023. Fiscal Fourth Quarter 2023 Highlights ● Sales increased 10.5% year-over-year to $83.9 million ● Net income attributable to Twin Disc was $8.6
August 16, 2023	EX-99.1	Presentation Materials – Earnings Presentation Exhibit 99.1
August 16, 2023	EX-99.2	Presentation Materials – Company Overview Presentation Exhibit 99.2
August 16, 2023	8-K	Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 16, 2023 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 16, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 16, 2023 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 9, 2023	EX-10.3	Amendment to Restricted Stock Unit Grant Agreement for restricted stock units granted on August 3, 2023 (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated August 9, 2023). File No. 001-07635. Exhibit 10.3 AMENDMENT TO RESTRICTED STOCK UNIT GRANT AGREEMENT THIS AMENDMENT (“Amendment”) amends the Restricted Stock Unit Grant Agreement (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and John H. Batten (the “Employee”) dated August 3, 2022. WHEREAS, the Agreement memorialized an award of certain Restricted Stock Units to the Employee as of August 3, 2022 (the “Gran
August 9, 2023	EX-10.2	Form of Performance Stock Award Grant Agreement for award of performance shares on August 3, 2023 (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated August 9, 2023). File No. 001-07635. Exhibit 10.2 PERFORMANCE STOCK AWARD GRANT AGREEMENT THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Employee”) is dated this 3rd day of August, 2023, to memorialize an award of performance stock of even date herewith. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the “Plan”), whereby t
August 9, 2023	EX-10.1	Form of Restricted Stock Grant Agreement for restricted stock grants on August 3, 2023 Exhibit 10.1 RESTRICTED STOCK GRANT AGREEMENT THIS AGREEMENT, by and between TWIN DISC, INCORPORATED (the “Company”) and (the “Employee”) is dated this 3rd day of August, 2023. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the “Plan”), whereby the Compensation and Human Capital Committee of the Board of Directors (the “Committee”) is authorized to award shares of co
August 9, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 9, 2023 (August 3, 2023) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (I
June 14, 2023	EX-99.1	Presentation Materials Exhibit 99.1
June 14, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 14, 2023 TWIN DISC, INCORPORA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 14, 2023 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of inc
May 31, 2023	EX-1.01	Conflict Minerals Report for the year ended December 31, 2022, as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2022 I. Overview This is the Conflict Minerals Report of Twin Disc, Incorporated ("Twin Disc" or the "Company") for the year ended December 31, 2022, pursuant to Rule 13p-1 (the "Rule") under the Securities and Exchange Act of 1934 (the "Exchange Act"). Terms not defined herein shall have the meanings ass
May 31, 2023	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 1-7635 39‑0667110 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 1328 Racine Street, Racine, Wisconsin 53403 (Address of pri
May 10, 2023	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 31, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and Chi
May 10, 2023	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
May 10, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its
May 10, 2023	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 31, 2023, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presiden
May 10, 2023	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
May 1, 2023	SC 13D/A	TWIN / Twin Disc Incorporated / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22) Twin Disc, Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 901476101 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to R
April 28, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 28, 2023 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of in
April 28, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 28, 2023 TWIN DISC, INCORPOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 28, 2023 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of in
April 28, 2023	EX-99.1	Twin Disc Reports Solid Third Quarter Results Exhibit 99.1 Twin Disc Reports Solid Third Quarter Results RACINE, Wis., April 28, 2023 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the third quarter of fiscal year 2023, which ended on March 31, 2023. Fiscal Third Quarter 2023 Highlights ● Sales increased 24.4% year-over-year to $73.8 million ● Net income attributable to Twin Disc was $2.7 million and EBITDA* of $
April 28, 2023	EX-99.1	Presentation Materials Exhibit 99.1
February 23, 2023	EX-99.1	Presentation Materials Exhibit 99.1
February 23, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 23, 2023 TWIN DISC, INCOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 23, 2023 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
February 13, 2023	SC 13G/A	TWIN / Twin Disc, Incorporated / Pacific Ridge Capital Partners, LLC - TWIN 13GA FILING Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Twin Disc Inc (Name of Issuer) Common Stock (Title of Class of Securities) 901476101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule
February 8, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in i
February 8, 2023	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 30, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and
February 8, 2023	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 30, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presi
February 8, 2023	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
February 8, 2023	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
February 3, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 3, 2023 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
February 3, 2023	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2023 SECOND QUARTER FINANCIAL RESULTS Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2023 SECOND QUARTER FINANCIAL RESULTS ● Second quarter sales up 5.8% year-over-year ● Second quarter profitability improves significantly with net income attributable to Twin Disc of $1.1 million, and EBITDA* of $6.3 mill
November 10, 2022	EX-99.1	Presentation Materials Exhibit 99.1
November 10, 2022	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) November 10, 2022 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
November 9, 2022	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
November 9, 2022	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
November 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in
November 9, 2022	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 30, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executi
November 9, 2022	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 30, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Pres
November 4, 2022	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2023 FIRST QUARTER FINANCIAL RESULTS Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2023 FIRST QUARTER FINANCIAL RESULTS ? First quarter sales up 17.1% year-over-year and are up 27.2% on a constant currency1 basis ? Six-month backlog of $108.9 million at September 30, 2022, up 7.6% from June 30, 2022 and
November 4, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) November 4, 2022 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
October 31, 2022	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) October 31, 2022 (October 27, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commissio
September 15, 2022	EX-1.1	Offer to Purchase by and between Twin Disc International, S.R.L. and Lock’O S.A. Exhibit 1.1 OFFER TO PURCHASE The limited company ? LOCK?O ? S.A., which is a company incorporated in Belgium having its registered office at 5030 Gembloux (Belgium), Chauss?e de Tirlemont, 75, and registered with the Crossroads Bank for Enterprises under the reference 0478.831.095, or another affiliated group company. Represented by Mr. Thierry TRIBOLET, CFO, born in Chaudfontaine on November 19,
September 15, 2022	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 15, 2022 (September 13, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commi
September 8, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact N
September 8, 2022	EX-32.A	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the ?Company?) on Form 10-K for the fiscal year ending June 30, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the ?Report?), I, John H. Batten, President and Chief Exec
September 8, 2022	EX-31.B	EXHIBIT 31b EXHIBIT 31b CERTIFICATIONS I, Jeffrey S. Knutson, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r
September 8, 2022	EX-31.A	EXHIBIT 31a EXHIBIT 31a CERTIFICATIONS I, John H. Batten, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe
September 8, 2022	DEF 14A	SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party Other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Section 240.
September 8, 2022	EX-24	Power of Attorney EXHIBIT 24 POWER OF ATTORNEY The undersigned directors of Twin Disc, Incorporated hereby severally constitute John H.
September 8, 2022	EX-23.A	Consent of Independent Registered Public Accounting Firm EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos.
September 8, 2022	EX-21	Subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Twin Disc, Incorporated, the registrant (a Wisconsin Corporation) owns directly or indirectly 100% of the following subsidiaries: 1.
September 8, 2022	EX-32.B	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the ?Company?) on Form 10-K for the fiscal year ending June 30, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the ?Report?), I, Jeffrey S. Knutson, Vice President - Fin
September 2, 2022	EX-1.1	Termination and Mutual Release between Twin Disc, Incorporated and J. Jeffers & Co., LLC, effective August 29, 2022 Exhibit 1.1 TERMINATION AND MUTUAL RELEASE This Termination and Mutual Release (?Termination?) is being entered into this 29th day of August, 2022 (the ?Effective Date?), by and between Twin Disc, Inc. (the ?Seller?) and J. Jeffers & Co., LLC (the ?Buyer?). WHEREAS, the Seller and Buyer are parties to that certain WB-15 Commercial Offer to Purchase, including Addendum A, dated March 4, 2022, as am
September 2, 2022	8-K	Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 2, 2022 (August 29, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commissio
September 1, 2022	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2022 FOURTH QUARTER FINANCIAL RESULTS ● Fourth quarter sales up 14.8% year-over-year ● Gross margin increased 410 basis points year-over-year to 31.8% ● Net income of $7.8 million, or $0.58 per diluted share ● Twin Di Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2022 FOURTH QUARTER FINANCIAL RESULTS ? Fourth quarter sales up 14.8% year-over-year ? Gross margin increased 410 basis points year-over-year to 31.8% ? Net income of $7.8 million, or $0.58 per diluted share ? Twin Disc c
September 1, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 1, 2022 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
August 8, 2022	EX-10.1	Form of Restricted Stock Grant Agreement for restricted stock grants on August 3, 2022 Exhibit 10.1 RESTRICTED STOCK GRANT AGREEMENT THIS AGREEMENT, by and between TWIN DISC, INCORPORATED (the ?Company?) and (the ?Employee?) is dated this 3rd day of August, 2022. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the ?Plan?), whereby the Compensation and Executive Development Committee of the Board of Directors (the ?Committee?) is authorized to award shar
August 8, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 8, 2022 (August 3, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (I
August 8, 2022	EX-10.2	Amendment to Restricted Stock Unit Grant Agreement for restricted stock units granted on August 3, 2022 (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated August 9, 2022). File No. 001-07635. Exhibit 10.2 RESTRICTED STOCK UNIT GRANT AGREEMENT THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (the ?Agreement?), by and between TWIN DISC, INCORPORATED (the ?Company?) and (the ?Employee?), is dated this 3rd day of August, 2022 to memorialize an award of restricted stock units of even date herewith. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the ?Plan?), whereby
August 8, 2022	EX-99.1	TWIN DISC APPOINTS KEVIN OLSEN TO ITS BOARD OF DIRECTORS Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 TWIN DISC APPOINTS KEVIN OLSEN TO ITS BOARD OF DIRECTORS RACINE, Wis., August 8, 2022 ? Twin Disc, Inc. (NASDAQ: TWIN) a global leader in power transmission technology for marine, land-based and oil & gas applications, has appointed Kevin Olsen to its Board of Directors. Mr. Olsen is currently the President and Chief
August 8, 2022	EX-10.3	Form of Performance Stock Award Grant Agreement for award of performance shares on August 3, 2022 (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated August 8,2022). File No. 001-07635. Exhibit 10.3 PERFORMANCE STOCK AWARD GRANT AGREEMENT THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the ?Agreement?), by and between TWIN DISC, INCORPORATED (the ?Company?) and (the ?Employee?) is dated this 3rd day of August, 2022, to memorialize an award of performance stock of even date herewith. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the ?Plan?), whereby t
August 8, 2022	EX-10.4	Form of Change in Control Severance Agreements (Incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated August 3, 2022). File No. 001-07635. Exhibit 10.4 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT is executed and entered into as of the 3rd day of August, 2022 (the ?Effective Date?), by and between Twin Disc, Incorporated, a Wisconsin corporation, with its principal offices located at 1328 Racine Street, Racine, Wisconsin ("Corporation"), and ("Employee"). WITNESSETH: WHEREAS, the Board of Directors of the Corporation is aware
July 6, 2022	EX-1.1	Amendment No. 9 to Credit Agreement between Twin Disc, Incorporated and BMO Harris Bank, N.A. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K dated July 6, 2022). File No. 001-07635. EX-1.1 2 ex392220.htm EXHIBIT 1.1 Exhibit 1.1 AMENDMENT NO. 9 TO CREDIT AGREEMENT THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT is executed on June 30, 2022 (the “Execution Date”), but effective as of the Ninth Amendment Effective Date (as defined below), by and between Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), and BMO Harris Bank N.A., a national banking association (“Bank”). In c
July 6, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 6, 2022 (June 30, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS
May 27, 2022	EX-1.01	Conflict Minerals Report for the year ended December 31, 2021 as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2021 I. Overview This is the Conflict Minerals Report of Twin Disc, Incorporated ("Twin Disc" or the "Company") for the year ended December 31, 2021, pursuant to Rule 13p-1 (the "Rule") under the Securities and Exchange Act of 1934 (the "Exchange Act"). Terms not defined herein shall have the meanings ass
May 27, 2022	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD (Specialized Disclosure Report) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 1-7635 39?0667110 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 1328 Racine Street, Racine, Wisconsin 53403 (Address of pri
May 4, 2022	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2022 THIRD QUARTER FINANCIAL RESULTS Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2022 THIRD QUARTER FINANCIAL RESULTS ? Third quarter sales up 2.9% year-over-year ? Gross margin increased 560 basis points year-over-year to 29.8% ? Six-month backlog of $108.9 million at March 25, 2022, up 10.1% since D
May 4, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 25, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in its
May 4, 2022	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
May 4, 2022	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 25, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presiden
May 4, 2022	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending March 25, 2022, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and Chi
May 4, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 4, 2022 (April 29, 2022) TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS
May 4, 2022	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
March 15, 2022	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) March 15, 2022 (March 10, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (I
March 15, 2022	EX-1.1	Commercial Offer to Purchase, dated March 10, 2022, between Twin Disc, Incorporated and J. Jeffers & Co., LLC (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K dated March 15, 2022). File No. 001-07635. Exhibit 1.1 1-1-2021 (Optional Use Date) 2-1-2021 (Mandatory Use Date) WB-15 COMMERCIAL OFFER TO PURCHASE 1 LICENSEE DRAFTING THIS OFFER ON March 4, 2022 [DATE] IS (AGENT OF BUYER) 2 (AGENT OF SELLER/LISTING FIRM) (AGENT OF BUYER AND SELLER) STRIKE THOSE NOT APPLICABLE 3 The Buyer, J. Jeffers & Co., LLC, and/or its assigns , 4 offers to purchase the Property known as See Addendum A 5 6 [e.g., Stre
March 4, 2022	EX-1.2	Third Amended and Restated Revolving Note between Twin Disc, Incorporated and BMO Harris Bank, N.A. (Incorporated by reference to Exhibit 1.2 of the Company’s Form 8-K dated March 4, 2022). File No. 001-07635. Exhibit 1.2 Third Amended and Restated Revolving Note U.S. $40,000,000 February 28, 2022 For Value Received, the undersigned, Twin Disc, Incorporated, a Wisconsin corporation (?Borrower?), hereby promises to pay to BMO Harris Bank N.A. (?Bank?) at the principal office of the Bank located in Milwaukee, Wisconsin (or such other location as Bank may designate to Borrower), in immediately available fu
March 4, 2022	EX-1.1	Second Amended and Restated Forbearance Agreement and Amendment No. 8 to Credit Agreement between Twin Disc, Incorporated and BMO Harris Bank, N.A. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K dated March 4, 2022). File No. 001-07635. Exhibit 1.1 SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT This SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT (?Agreement?) is dated as of February 28, 2022 (the ?Execution Date?), and is entered into by and between Twin Disc, Incorporated, a Wisconsin corporation (?Borrower?), and BMO Harris Bank N.A., a nation
March 4, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) March 4, 2022 (February 28, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission
February 14, 2022	SC 13G/A	TWIN / Twin Disc, Incorporated / Pacific Ridge Capital Partners, LLC - TWIN SC13GA 2021 PRCP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Twin Disc Inc (Name of Issuer) Common Stock (Title of Class of Securities) 901476101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule
February 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in i
February 9, 2022	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
February 9, 2022	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 31, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, President and
February 9, 2022	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
February 9, 2022	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 31, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presi
February 7, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 7, 2022 (February 1, 2022) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commissio
February 2, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 2, 2022 Twin Disc, Incorporated (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
February 2, 2022	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2022 SECOND QUARTER FINANCIAL RESULTS Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2022 SECOND QUARTER FINANCIAL RESULTS ? Second quarter sales up 23.3% year-over-year ? Six-month backlog of $98.9 million at December 31, 2021, was the highest level since August 2019 ? Management remains optimistic recov
November 5, 2021	S-8	As filed with the Securities and Exchange Commission on November 5, 2021 As filed with the Securities and Exchange Commission on November 5, 2021 Registration No.
November 3, 2021	EX-32.A	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 24, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executi
November 3, 2021	EX-31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31b CERTIFICATION I, Jeffrey S. Knutson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
November 3, 2021	EX-31.A	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31a CERTIFICATION I, John H. Batten, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res
November 3, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 24, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact name of registrant as specified in
November 3, 2021	EX-32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending September 24, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Pres
October 29, 2021	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) October 29, 2021 (October 28, 2021) TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commissio
October 29, 2021	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2022 FIRST QUARTER FINANCIAL RESULTS ● First quarter sales up 3.4% year-over-year ● Strong operating cash flow and facility sale drives net debt to lowest level in over three years ● Six-month backlog at September 24, Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2022 FIRST QUARTER FINANCIAL RESULTS ? First quarter sales up 3.4% year-over-year ? Strong operating cash flow and facility sale drives net debt to lowest level in over three years ? Six-month backlog at September 24, 202
October 5, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) October 5, 2021 (September 30, 2021) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commissi
October 5, 2021	EX-1.1	First Amended and Restated Forbearance Agreement and Amendment No. 7 to Credit Agreement between Twin Disc, Incorporated and BMO Harris Bank, N.A. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K dated October 5, 2021). File No. 001-07635. EX-1.1 2 ex288623.htm EXHIBIT 1.1 Exhibit 1.1 FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENT This FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENT (“Agreement”) is dated as of September 30, 2021 (the “Execution Date”), and is entered into by and between Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), a
September 9, 2021	DEF 14A	the information specifically incorporated by reference into the Registrant’s Annual Report from the Registrant’s definitive proxy statement filed with the Commission on September 9, 2021; SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party Other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.
September 2, 2021	EX-32.A	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the “Company”) on Form 10-K for the fiscal year ending June 30, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executive Officer
September 2, 2021	EX-21	Subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Twin Disc, Incorporated, the registrant (a Wisconsin Corporation) owns directly or indirectly 100% of the following subsidiaries: 1.
September 2, 2021	EX-31.B	EXHIBIT 31b EXHIBIT 31b CERTIFICATIONS I, Jeffrey S. Knutson, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r
September 2, 2021	EX-31.A	EXHIBIT 31a EXHIBIT 31a CERTIFICATIONS I, John H. Batten, certify that: 1. I have reviewed this annual report on Form 10-K of Twin Disc, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe
September 2, 2021	EX-24	Power of Attorney EXHIBIT 24 . POWER OF ATTORNEY The undersigned directors of Twin Disc, Incorporated hereby severally constitute John H. Batten and Jeffrey S. Knutson, and each of them singly, true and lawful attorneys with full power to them, and each of them, singly, to sign for us and in our names as directors the Form 10-K Annual Report for the fiscal year ended June 30, 2021 pursuant to Section 13 or 15(d) of
September 2, 2021	EX-23.A	Consent of Independent Registered Public Accounting Firm EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos.
September 2, 2021	EX-10.A	Director Tenure and Retirement Policy (Incorporated by reference to Exhibit 10.A of the Company’s Form 10-K dated September 2, 2021). File No. 001-07635. Exhibit 10a Last Revised June 10, 2021 TWIN DISC, INCORPORATED DIRECTOR TENURE AND RETIREMENT POLICY This Director Tenure and Retirement Policy of Twin Disc, Incorporated (the ?Corporation?) replaces all prior tenure and retirement policies and is effective June 10, 2021.
September 2, 2021	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECRURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7635 TWIN DISC, INCORPORATED (Exact
September 2, 2021	EX-32.B	Certification pursuant to 18 U.S.C. Section 1350 EXHIBIT 32b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Twin Disc, Incorporated (the ?Company?) on Form 10-K for the fiscal year ending June 30, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the ?Report?), I, Jeffrey S. Knutson, Vice President - Fin
August 23, 2021	8-K/A	Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 13, 2021 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of
August 13, 2021	EX-99.1	TWIN DISC, INC. ANNOUNCES FISCAL 2021 FOURTH QUARTER FINANCIAL RESULTS Exhibit 99.1 NEWS RELEASE Corporate Offices: 1328 Racine Street Racine, WI 53403 FOR IMMEDIATE RELEASE Contact: Jeffrey S. Knutson (262) 638-4242 TWIN DISC, INC. ANNOUNCES FISCAL 2021 FOURTH QUARTER FINANCIAL RESULTS ? Fourth quarter sales up 11.5% year-over-year ? Fourth quarter gross profit percent improved 440-basis points year-over-year ? Strong operating cash flow and improving profitability
August 13, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 13, 2021 TWIN DISC, INCORPORATED (exact name of registrant as specified in its charter) wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS Employer of i
August 10, 2021	EX-10.2	Form of Performance Stock Award Grant Agreement for award of performance shares on August 4, 2021 (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated August 10, 2021). File No. 001-07635. Exhibit 10.2 PERFORMANCE STOCK AWARD GRANT AGREEMENT THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the ?Agreement?), by and between TWIN DISC, INCORPORATED (the ?Company?) and (the ?Employee?) is dated this 4th day of August, 2021, to memorialize an award of performance stock of even date herewith. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the ?Plan?), whereby t
August 10, 2021	EX-10.1	The Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated August 10, 2021). File No. 001-07635. Exhibit 10.1 TWIN DISC, INCORPORATED 2021 LONG-TERM INCENTIVE COMPENSATION PLAN ARTICLE I PURPOSE 1.1 Purpose. The purpose of the Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan (the ?Plan?) is to promote the overall financial objectives of Twin Disc, Incorporated (the ?Company?) and its majority owned subsidiaries (?Subsidiaries?) by providing opportunities for the officers and
August 10, 2021	EX-10.3	Form of Restricted Stock Unit Grant Agreement for restricted stock units granted on August 4, 2021 (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated August 10, 2021). File No. 001-07635. Exhibit 10.3 RESTRICTED STOCK UNIT GRANT AGREEMENT THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (the ?Agreement?), by and between TWIN DISC, INCORPORATED (the ?Company?) and (the ?Employee?), is dated this 4th day of August, 2021 to memorialize an award of restricted stock units of even date herewith. WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the ?Plan?), whereby
August 10, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 10, 2021 (August 4, 2021) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) Wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (
July 12, 2021	8-K	Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 12, 2021 (June 30, 2021) TWIN DISC, INCORPORATED (Exact name of registrant as specified in its charter) wisconsin 001-7635 39-0667110 (State or other jurisdiction (Commission (IRS

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