Twin Disc, Incorporated filed a Form S-8 registration statement with the Securities and Exchange Commission on October 29, 2026, registering 700,000 additional shares of Common Stock under its Amended and Restated 2021 Omnibus Incentive Plan.

Key Highlights

  • Shares Registered: 700,000 additional shares of Common Stock, no par value, registered under the Amended and Restated 2021 Omnibus Incentive Plan.
  • Filing Date: The registration statement was filed with the SEC on October 29, 2026.
  • Agent for Service: Jeffrey S. Knutson, Chief Financial Officer, is named as the agent for service of process.
  • Filer Status: Twin Disc is classified as both an accelerated filer and a smaller reporting company, and is not an emerging growth company.
  • Incorporated References: The filing incorporates by reference the Annual Report for the fiscal year ended June 30, 2026, filed September 4, 2026, and a definitive proxy statement filed September 14, 2026, as amended September 18, 2026.
  • Legal Counsel: Von Briesen and Roper, s.c., provided the legal opinion regarding the validity of the original issuance securities.

Twin Disc Expands Share Pool for Employee Incentive Compensation

Twin Disc, Incorporated (NASDAQ:TWIN), a Wisconsin-incorporated manufacturer that files under File No. 001-07635, submitted this registration statement to add 700,000 shares of Common Stock, no par value, to those available under its Amended and Restated 2021 Omnibus Incentive Plan, according to the filing. The Plan was incorporated by reference to Exhibit 10.1 of the company's Form 8-K dated August 11, 2026. The company is headquartered at 222 East Erie Street, Suite 400, Milwaukee, Wisconsin 53202.

According to the filing, documents containing plan participation information will be sent or given to eligible individuals as specified by Rule 428(b)(1) of the Securities Act of 1933, and such documents need not be filed separately with the SEC. The filing also incorporates by reference a series of Current Reports on Form 8-K filed on July 6, 2026, August 11, 2026, August 20, 2026 (two reports), August 25, 2026, and October 29, 2026. The Restated Bylaws of Twin Disc, as amended through October 29, 2026, are also incorporated by reference.

The filing describes indemnification protections for the company's directors and officers under Chapter 180 of the Wisconsin Statutes (the Wisconsin Business Corporation Law). The company disclosed that it has "purchased liability insurance policies that indemnify our directors and officers against loss arising from claims by reason of their legal liability for acts of such directors or officers, subject to limitations and conditions as set forth in the policies." The auditor consent was provided by RSM US LLP, and the legal opinion was provided by von Briesen and Roper, s.c.

What Was Disclosed

Twin Disc filed a securities registration statement on October 29, 2026, covering 700,000 additional shares of Common Stock for issuance under its Amended and Restated 2021 Omnibus Incentive Plan, with Jeffrey S. Knutson named as the agent for service of process.