Estatísticas Básicas
| LEI | 549300FR8EHCY14BLP32 |
| CIK | 100378 |
SEC Filings
SEC Filings (Chronological Order)
| June 1, 2026 |
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 |
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| June 1, 2026 |
TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2025 Exhibit 1.01 TWIN DISC, INCORPORATED CONFLICT MINERALS REPORT FOR THE YEAR ENDED DECEMBER 31, 2025 I. Overview This is the Conflict Minerals Report of Twin Disc, Incorporated ("Twin Disc" or the "Company") for the year ended December 31, 2025, 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 |
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| May 6, 2026 |
Twin Disc Announces Third Quarter Results Exhibit 99.1 Twin Disc Announces Third Quarter Results MILWAUKEE, Wis., May 6, 2026 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the third quarter ended March 27, 2026. Fiscal Third Quarter 2026 Highlights ● Sales increased 19.0% year-over-year to $96.7 million ● Gross margin of 28.1%, expanded 134 basis points over prior year ● Net income attributable to Twin Disc |
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| May 6, 2026 |
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 |
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| May 6, 2026 |
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 |
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| May 6, 2026 |
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 27, 2026, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executive O |
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| May 6, 2026 |
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 27, 2026 ☐ 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 |
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| May 6, 2026 |
Exhibit 99.1 |
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| May 6, 2026 |
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 6, 2026 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 |
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| May 6, 2026 |
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 6, 2026 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 |
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| May 6, 2026 |
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 27, 2026, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Presiden |
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| February 4, 2026 |
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 4, 2026 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 |
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| February 4, 2026 |
Twin Disc Announces Second Quarter Results Exhibit 99.1 Twin Disc Announces Second Quarter Results MILWAUKEE, Wis., February 4, 2026 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the second quarter ended December 26, 2025. Fiscal Second Quarter 2026 Highlights ● Sales increased 0.3% year-over-year to $90.2 million ● Gross margin of 24.8%, expanded 70 basis points over prior year ● Net income attributable to T |
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| February 4, 2026 |
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 26, 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 i |
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| February 4, 2026 |
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 4, 2026 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 |
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| February 4, 2026 |
Exhibit 99.1 |
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| November 5, 2025 |
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 |
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| November 5, 2025 |
Exhibit 99.1 |
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| November 5, 2025 |
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 26, 2025, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executi |
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| November 5, 2025 |
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 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 |
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| November 5, 2025 |
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 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 |
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| November 5, 2025 |
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 26, 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 |
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| November 5, 2025 |
Twin Disc Announces First Quarter Results Exhibit 99.1 Twin Disc Announces First Quarter Results MILWAUKEE, Wis., November 5, 2025 (GLOBE NEWSWIRE) - Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the first quarter ended September 26, 2025. Fiscal First Quarter 2026 Highlights ● Sales increased 9.7% year-over-year to $80.0 million ● Gross margin of 28.7%, expanded 220 basis points over prior year ● Net loss attributable to Twin |
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| November 5, 2025 |
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 |
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| November 5, 2025 |
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 26, 2025, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice Pres |
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| November 4, 2025 |
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 30, 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 |
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| September 15, 2025 |
2025 ANNUAL REPORT USA • AUSTRALIA • BELGIUM • CANADA • CHINA • FINLAND • INDIA • ITALY • JAPAN • NETHERLANDS • NEW ZEALAND • SINGAPORE • SWITZERLAND1 | TWIN DISC, INCORPORATED 2025 ANNUAL REPORT | 2 TO FELLOW SHAREHOLDERSșĴìðĮĨĮĴťĮÆăřÐī ìĮÅÐÐĊĴīĊĮåďīĉĴðŒÐĨÐīðďÌåďī}œðĊ#ðĮÆȰďĊÐ ĉīāÐÌÅřæīďœĴìșðĊĊďŒ ĴðďĊĊÌĨīďæīÐĮĮÆīďĮĮ ăăåÆÐĴĮďåďķīÅķĮðĊÐĮĮȘÐÌÐăðŒÐīÐÌĮďăðÌ ťĊĊÆðăīÐĮķăĴĮș |
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| September 15, 2025 |
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. |
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| September 15, 2025 |
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. |
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| September 10, 2025 |
144 0001226982 XXXXXXXX LIVE 0000100378 TWIN DISC INC 001-07635 222 East Erie Street Suite 400 Milwaukee WI 53202 262-638-4000 Batten John H Officer Common R. |
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| September 5, 2025 |
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 |
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| September 5, 2025 |
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 |
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| September 5, 2025 |
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 |
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| September 5, 2025 |
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. |
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| September 5, 2025 |
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 |
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| September 5, 2025 |
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”). |
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| September 5, 2025 |
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 |
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| September 5, 2025 |
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 |
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| September 5, 2025 |
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. |
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| September 5, 2025 |
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 |
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| September 4, 2025 |
144 0001341537 XXXXXXXX LIVE 0000100378 TWIN DISC INC 001-07635 222 East Erie Street Suite 400 Milwaukee WI 53202 262-638-4000 Knutson Jeffrey Scott (TWIN) Officer Common E*Trade from Morgan Stanley PO Box 484 Jersey City NJ 07303-0484 10275 134499. |
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| August 26, 2025 |
Exhibit 99.1 |
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| August 26, 2025 |
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 |
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| August 21, 2025 |
Exhibit 99.1 |
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| August 21, 2025 |
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 |
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| August 21, 2025 |
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 |
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| August 21, 2025 |
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 |
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| August 12, 2025 |
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 |
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| August 12, 2025 |
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 |
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| August 12, 2025 |
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” |
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| June 13, 2025 |
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 |
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| June 13, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
Exhibit 99.1 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| 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 |
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| February 18, 2025 |
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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
Exhibit 99.1 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
Exhibit 99.1 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 |
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| October 31, 2024 |
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. |
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| October 31, 2024 |
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. |
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| September 18, 2024 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 13, 2024 |
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. |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
2024 ANNUAL REPORT | 2 Clockwise from top left: Katsa headquarters in Tampere, Finland; coal tugboats in Asia contributed to the resurgence in the marine market; this Riviera 68' Motor Yacht uses Twin Disc’s MGX-6620RV, EC600PC, EJS, and Express Positioning System (EPS); the EC600PC and EJS together form a complete system to control a vessel’s engine and transmission; Twin Disc’s Innovation & Tech |
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| September 6, 2024 |
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. |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
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. |
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| August 15, 2024 |
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 |
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| August 15, 2024 |
Exhibit 99.1 |
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| August 15, 2024 |
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* |
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| August 15, 2024 |
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 |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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” |
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| June 26, 2024 |
TWIN / Twin Disc, Incorporated / Leviticus Partners LP Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* Twin Disc, Incorporated - (Name of Issuer) Common Stock - (Title of Class of Securities) 901476101 - (CUSIP Number) 06/24/2024 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is f |
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| May 31, 2024 |
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 |
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| May 31, 2024 |
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 |
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| May 30, 2024 |
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 |
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| May 30, 2024 |
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 |
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| May 8, 2024 |
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 |
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| May 8, 2024 |
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 |
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| May 8, 2024 |
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 |
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| May 8, 2024 |
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 |
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| May 8, 2024 |
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 |
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| April 30, 2024 |
Exhibit 99.1 |
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| April 30, 2024 |
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 |
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| April 30, 2024 |
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 |
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| April 30, 2024 |
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 |
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| April 22, 2024 |
TWIN / Twin Disc, Incorporated / Leviticus Partners LP Passive Investment SC 13G/A 1 twin13ga3.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3)* Twin Disc, Incorporated - (Name of Issuer) Common Stock - (Title of Class of Securities) 901476101 - (CUSIP Number) 04/18/2024 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| April 2, 2024 |
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 |
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| April 2, 2024 |
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 |
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| April 2, 2024 |
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 |
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| March 6, 2024 |
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 |
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| March 6, 2024 |
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 |
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| March 6, 2024 |
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 |
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| March 6, 2024 |
Investor presentation of Twin Disc, Incorporated, dated March 6, 2024 Exhibit 99.2 |
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| February 13, 2024 |
TWIN / Twin Disc, Incorporated / Leviticus Partners LP Passive Investment SC 13G/A 1 twin13ga2.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2)* Twin Disc, Incorporated - (Name of Issuer) Common Stock - (Title of Class of Securities) 901476101 - (CUSIP Number) 12/31/2023 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
Exhibit 99.1 |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
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 |
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| February 7, 2024 |
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 |
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| November 8, 2023 |
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 |
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| November 8, 2023 |
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 |
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| November 8, 2023 |
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 |
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| November 8, 2023 |
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 |
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| November 8, 2023 |
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 |
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| November 2, 2023 |
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 |
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| November 2, 2023 |
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 |
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| November 2, 2023 |
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 |
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| November 1, 2023 |
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 |
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| September 8, 2023 |
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. |
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| September 8, 2023 |
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. |
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| September 8, 2023 |
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 |
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| September 8, 2023 |
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 |
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| September 8, 2023 |
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 |
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| September 8, 2023 |
TWINDISC.COM 2023 ENERGIZED ANNUAL REPORT 2023 TWIN DISC, INCORPOR ATEDTWIN DISC, INCORPORATED IS AN INTERNATIONAL MANUFACTURER AND DISTRIBUTOR OF HEAVY-DUTY OFF-HIGHWAY POWER TRANSMISSION EQUIPMENT. TO OUR SHAREHOLDERS A Letter from John H. Batten, President and Chief Executive Officer WE PUT HORSEPOWER TO WORK® 1 Cover: The Twin Disc team surrounds one of our hybrid-ready transmissions at the In |
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| September 8, 2023 |
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 |
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| September 8, 2023 |
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 |
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| September 8, 2023 |
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 |
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| September 8, 2023 |
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. |
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| September 8, 2023 |
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. |
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| August 16, 2023 |
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 |
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| August 16, 2023 |
Presentation Materials – Earnings Presentation Exhibit 99.1 |
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| August 16, 2023 |
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 |
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| August 16, 2023 |
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 |
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| August 16, 2023 |
Presentation Materials – Company Overview Presentation Exhibit 99.2 |
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| August 9, 2023 |
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 |
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| August 9, 2023 |
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 |
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| August 9, 2023 |
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 |
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| August 9, 2023 |
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 |
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| June 14, 2023 |
Exhibit 99.1 |
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| June 14, 2023 |
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 |
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| May 31, 2023 |
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 |
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| May 31, 2023 |
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 |
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| May 10, 2023 |
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 |
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| May 10, 2023 |
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 |
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| May 10, 2023 |
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 |
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| May 10, 2023 |
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 |
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| May 10, 2023 |
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 |
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| May 1, 2023 |
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 |
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| April 28, 2023 |
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 |
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| April 28, 2023 |
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 $ |
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| April 28, 2023 |
Exhibit 99.1 |
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| April 28, 2023 |
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 |
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| February 23, 2023 |
Exhibit 99.1 |
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| February 23, 2023 |
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 |
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| February 13, 2023 |
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 |
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| February 8, 2023 |
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 |
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| February 8, 2023 |
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 |
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| February 8, 2023 |
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 |
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| February 8, 2023 |
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 |
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| February 8, 2023 |
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 |
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| February 6, 2023 |
TWIN / Twin Disc, Incorporated / Leviticus Partners LP Passive Investment SC 13G/A 1 twin13ga1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* Twin Disc, Incorporated - (Name of Issuer) Common Stock - (Title of Class of Securities) 901476101 - (CUSIP Number) 12/31/2022 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 3, 2023 |
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 |
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| February 3, 2023 |
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 |
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| November 10, 2022 |
Exhibit 99.1 |
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| November 10, 2022 |
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 |
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| November 9, 2022 |
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 |
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| November 9, 2022 |
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 |
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| November 9, 2022 |
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 |
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| November 9, 2022 |
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 |
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| November 9, 2022 |
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 |
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| November 4, 2022 |
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 |
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| November 4, 2022 |
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 |
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| October 31, 2022 |
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 |
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| October 20, 2022 |
TWIN / Twin Disc, Incorporated / Leviticus Partners LP Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* Twin Disc, Incorporated - (Name of Issuer) Common Stock - (Title of Class of Securities) 901476101 - (CUSIP Number) 10/12/2022 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is f |
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| September 15, 2022 |
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 |
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| September 15, 2022 |
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, |
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| September 8, 2022 |
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 |
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| September 8, 2022 |
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 |
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| September 8, 2022 |
EXHIBIT 24 POWER OF ATTORNEY The undersigned directors of Twin Disc, Incorporated hereby severally constitute John H. |
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| September 8, 2022 |
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. |
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| September 8, 2022 |
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 |
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| September 8, 2022 |
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. |
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| September 8, 2022 |
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 |
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| September 8, 2022 |
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. |
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| September 8, 2022 |
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 |
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| September 2, 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 |
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| September 2, 2022 |
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 |
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| September 1, 2022 |
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 |
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| September 1, 2022 |
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 |
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| August 8, 2022 |
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 |
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| August 8, 2022 |
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 |
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| August 8, 2022 |
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 |
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| August 8, 2022 |
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 |
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| August 8, 2022 |
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 |
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| August 8, 2022 |
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 |
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| July 6, 2022 |
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 |
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| July 6, 2022 |
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 |
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| May 27, 2022 |
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 |
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| May 27, 2022 |
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 |
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| May 4, 2022 |
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 |
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| May 4, 2022 |
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 |
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| May 4, 2022 |
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 |
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| May 4, 2022 |
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 |
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| May 4, 2022 |
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 |
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| May 4, 2022 |
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 |
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| May 4, 2022 |
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 |
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| March 15, 2022 |
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 |
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| March 15, 2022 |
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 |
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| March 4, 2022 |
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 |
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| March 4, 2022 |
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 |