Material Agreement · Reg FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934     Date of Report (Date of Earliest Event Reported) 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 (IRS Employer of incorporation) File Number) Identification No.)     1328 Racine Street           Racine , Wisconsin 53403   (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 1.01           Entry into a Material Definitive Agreement.   On March 10, 2022, Twin Disc, Incorporated (the “Company”) accepted a Commercial Offer to Purchase (the “Agreement”) from J. Jeffers & Co., LLC for the sale of the Company’s corporate headquarters located at 1328 Racine Street, Racine, Wisconsin 53403 and certain adjacent properties for a purchase price of $3,250,000. The Agreement also contains a lease back provision allowing the Company to remain in its current location for up to 18 months after the sale. Consummation of the sale is subject to customary closing conditions and is expected to close in the quarter ending September 30, 2022.    The above description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.   Item 7.01           Regulation FD Disclosure   The information set forth under Item 1.01 of this report is incorporated herein by reference solely for the purposes of this Item 7.01.   FORWARD LOOKING STATEMENTS   The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.         Item 9.01           Financial Statements and Exhibits.   (d)           Exhibits.   EXHIBIT NUMBER DESCRIPTION     1.1   Commercial Offer to Purchase by and between Twin Disc, Incorporated and J. Jeffers & Co., LLC   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: March 15, 2022 Twin Disc, Incorporated       _ /s/ Jeffrey S. Knutson   Jeffrey S. Knutson   Vice President-Finance, Chief Financial Officer, Treasurer & Secretary