Modine EVP-CFO trims 37% of holdings via option exercise and share sale

Rhea-AI Filing Summary

Modine Manufacturing (MOD) – Form 4 insider activity

• EVP & CFO Michael B. Lucareli.
• Date: 5 Aug 2025; filing date 6 Aug 2025.
• Option exercise: Exercised 15,422 employee stock options at an exercise price of $12.28 (Code M).
• Share sales: Disposed of 25,000 shares at $140.00, 5,782 shares at a weighted-average $140.65, and 9,640 shares at a weighted-average $141.59 (Codes S). Total shares sold: 40,422.
• Net share change: After offsetting the option exercise, holdings decreased by 25,000 shares.
• Post-transaction ownership: 41,920 MOD shares remain, including 971 shares in the 401(k) plan.
• Derivative position: 7,946 stock options remain outstanding following the transaction.
• Trading plan: All trades executed under a Rule 10b5-1 plan adopted 7 Nov 2024; the plan is now complete.

The move represents an approximate 37% reduction in Lucareli’s direct equity stake, though a meaningful holding is retained. Because transactions were pre-planned, signalling value is dampened, yet sizeable profit-taking near all-time highs could be viewed cautiously by investors.

Positive

• Trades conducted under a pre-established Rule 10b5-1 plan, reducing concerns of opportunistic selling
• CFO retains 41,920 shares and 7,946 options, maintaining some alignment with shareholders

Negative

• Net sale of 25,000 shares (≈37% of prior holdings) may be perceived as reduced insider confidence
• Large dollar realization (~$5.7 m) near record highs can apply modest negative sentiment

Insights

Senior Securities Analyst

TL;DR: CFO sold 40k shares, net –25k; plan-based but still a sizeable trim—moderately negative.

Lucareli’s exercise-and-sell sequence crystallised gains of roughly $5.7 m at ~$141 while using low-priced options ($12.28). Although executed under a 10b5-1 plan, the 25k net reduction cuts his stake by ~37%, a meaningful sell signal. Remaining 42k shares plus 7,946 options maintain alignment but at a lower level. From a governance and sentiment lens, large insider disposals—especially by the CFO—often precede consolidation, though empirical predictability is limited. No operational data is provided; therefore, market impact should be modest and short-lived unless followed by further sales.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many MOD shares did CFO Michael Lucareli sell on 5 Aug 2025?

He sold a total of 40,422 shares in three separate transactions.

What was the exercise price of the options used in the transaction?

The employee stock options were exercised at $12.28 per share.

How many shares does the CFO own after the Form 4 transactions?

Post-transaction ownership stands at 41,920 MOD shares, including 971 shares in his 401(k).

Were the sales conducted under a Rule 10b5-1 trading plan?

Yes. All trades were executed under a 10b5-1 plan adopted on 7 Nov 2024, which is now complete.

How many stock options remain outstanding for the CFO?

After the exercise, 7,946 employee stock options remain outstanding.

Is this insider activity likely to impact MOD’s stock price?

Because the sales were pre-planned, immediate impact is expected to be modest, though large insider disposals can influence sentiment.