[Form 4] Modine Manufacturing Co Insider Trading Activity

Rhea-AI Filing Summary

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Financial Analyst

TL;DR: RTW boosts economic exposure to 15.4 % of OBIO, spending $10 m on capped pre-funded warrants—signal of conviction but modest dilution risk.

RTW’s additional $9.999 m purchase lifts its direct share stake to 8.3 m shares (15.4 %). The low $0.0001 strike locks in upside while the 9.99 % cap prevents immediate voting control, classifying the warrants as non-beneficial for Section 13(d) purposes. Despite that, future conversion could add 6.7 % incremental dilution versus current share count. From a market-signal perspective, a specialist life-sciences investor allocating fresh capital during an offering can be seen as confidence in OBIO’s pipeline. The transaction does not alter board composition or trigger change-of-control thresholds, so strategic impact is limited in the near term.

Corporate Governance Expert

TL;DR: Large holder remains under 20 % but retains option to raise cap; governance influence increases yet no new control provisions disclosed.

RTW and Dr. Wong now hold the second-largest disclosed block in OBIO. The filing reiterates standard passive language—no agreements to influence management were revealed. However, warrant terms allow RTW to raise its ownership ceiling to 19.99 % with notice, potentially strengthening its bargaining position. Investors should monitor subsequent amendments for exercised warrants or activist intentions. Absent such moves, the event is governance-neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lucareli Michael B

(Last) (First) (Middle)

1500 DEKOVEN AVE.

(Street)

RACINE WI 53403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [ MOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	08/05/2025		S		25,000(1)	D	$140	41,920(2)	D
Common stock	08/05/2025		M		15,422(1)	A	$12.28	57,342(2)	D
Common stock	08/05/2025		S		5,782(1)	D	$140.65(3)	51,560(2)	D
Common stock	08/05/2025		S		9,640(1)	D	$141.59(4)	41,920(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (Right to buy)	$12.28	08/05/2025		M			15,422(1)	06/06/2025	06/06/2032	Common stock	15,422	$0	7,946	D

Explanation of Responses:

1. The reported transactions were completed pursuant to a trading plan entered into by Mr. Lucareli on November 7, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This completes all activity under that plan.

2. This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.21 to $141.01, inclusive. The reporting person undertakes to provide to Modine Manufacturing Company, any security holder of Modine Manufacturing Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.31 to $141.83, inclusive.

	/s/ Erin J. Roth, Attorney-in-Fact	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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