TWIN DISC INC
For the period ended Mar 27, 2026. Filed May 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 27, 2026 · Filed May 6, 2026
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Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in response to Item 1A to Part I of our 2025 Annual Report on Form 10-K.
| (a) | Unregistered Sales of Equity Securities |
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There were no securities of the Company sold by the Company during the quarter ended March 27, 2026, which were not registered under the Securities Act of 1933, in reliance upon an exemption from registration provided by Section 4 (2) of the Act.
| (b) | Use of Proceeds |
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Not applicable.
| (c) | Issuer Purchases of Equity Securities |
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| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
|---|---|---|---|---|
| December 27, 2025 – January 30, 2026 | 0 | NA | 0 | 315,000 |
| January 31 – February 27, 2026 | 0 | NA | 0 | 315,000 |
| February 28 – March 27, 2026 | 0 | NA | 0 | 315,000 |
| Total | 0 | NA | 0 | 315,000 |
On February 1, 2008, the Board of Directors authorized the purchase of up to 500,000 shares of Common Stock at market values, of which 250,000 shares were purchased during fiscal 2009 and 125,000 shares were purchased during fiscal 2012. On July 27, 2012, the Board of Directors authorized the purchase of an additional 375,000 shares of Common Stock at market values. This authorization has no expiration. During the second quarter of fiscal 2013, the Company purchased 185,000 shares under this authorization. The Company did not make any purchases during the quarter ended March 27, 2026. As of March 27, 2026, 315,000 shares remain authorized for purchase.
The discussion of limitations upon the payment of dividends as a result of the Credit Agreement between the Company and BMO Harris Bank, N.A., as discussed in Part I, Item 2, "Management's Discussion and Analysis " under the heading "Financial Condition, Liquidity and Capital Resources," is incorporated herein by reference.
| Item 3. | Defaults Upon Senior Securities |
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None.
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