Company Update

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 incorporation) File Number) Identification No.)     222 East Erie Street, Suite 400           Milwaukee , Wisconsin 53202   (Address of principal executive offices)   Registrant's telephone number, including area code:          ( 262 ) 638-4000       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock (No Par Value) TWIN The NASDAQ Stock Market LLC   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company        ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         Item 8.01.           Other Events.   On May 31, 2024, TD Finland Holding OY (“TD Finland”), a wholly-owned subsidiary of Twin Disc, Incorporated (the “Company”), completed its previously announced acquisition of all the shares of capital stock of Katsa Oy (“Katsa”) pursuant to that Sale and Purchase Agreement (the “Purchase Agreement”), dated March 5, 2024.   Based in Finland, Katsa is a European manufacturer of custom-designed, high-quality power transmission components and gearboxes for industrial and marine end-markets for a broad range of end market applications. Katsa also provides a wide range of after-sales services, including spare part deliveries, reverse engineering, modeling, gearbox refurbishment and modernizations.   Pursuant to the Purchase Agreement, TD Finland paid €23,081,520 at closing, which included a base payment of €21,000,000 plus adjustments for net cash and working capital.   The foregoing description of the of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement (including the exhibits thereto), a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 5, 2024, which is incorporated into this Item 8.01 by reference herein.     FORWARD LOOKING STATEMENTS   The disclosures in this report on Form 8-K and in the documents incorporated herein by reference may contain statements that are forward looking as defined by the Securities and Exchange Commission in its rules, regulations and releases. The words "anticipates," "believes," "intends," "estimates," and "expects," or similar anticipatory expressions, usually identify forward-looking statements. The Company intends that such forward-looking statements quality for safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based on current expectations, and are subject to certain risks and uncertainties that could cause actual results or outcomes to differ materially from current expectations. Such risks and uncertainties include the impact of general economic conditions and the cyclical nature of many of the Company's product markets; foreign currency risks and other risks associated with the Company's international sales and operations; the ability of the Company to successfully implement price increases to offset increasing commodity costs; the ability of the Company to generate sufficient cash to pay its indebtedness as it becomes due; and the possibility of unforeseen tax consequences and the impact of tax reform in the U.S. or other jurisdictions. These and other risks are described under the caption "Risk Factors" in Item 1A of the Company's most recent Form 10-K filed with the Securities and Exchange Commission, as supplemented in subsequent periodic reports filed with the Securities and Exchange Commission.  Accordingly, the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. The Company assumes no obligation, and disclaims any obligation, to publicly update or revise any forward-looking statements to reflect subsequent events, new information, or otherwise.     Item 9.01           Financial Statements and Exhibits.    (d)    Exhibits.   EXHIBIT NUMBER DESCRIPTION     99.1 Press Release, Dated May 31, 2024     99.2 Sale and Purchase Agreement Dated March 5, 2024, Between TD Finland Holding OY and Katsa OY (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K dated March 6, 2024). File No. 001-07635.     104 Cover Page Interactive Data File (embedded within the Inline XBRL document)         Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Date: May 31, 2024 Twin Disc, Incorporated         /s/ Jeffrey S. Knutson   Jeffrey S. Knutson   Vice President-Finance, Chief Financial Officer, Treasurer & Secretary