Modine (NYSE: MOD) CEO completes Rule 10b5-1 share sales totaling 31,871 shares

Rhea-AI Filing Summary

Modine Manufacturing Company reported insider share sales by its President and CEO, who is also a director. On December 2, 2025, he sold 25,025 shares of common stock at a weighted average price of $160.36 per share, followed by an additional sale of 6,846 shares at a weighted average price of $161.31 per share. After these transactions, he beneficially owns 238,312 shares of Modine common stock, held directly.

The filing explains that these transactions were executed under a pre-arranged Rule 10b5-1 trading plan that the executive entered into on March 24, 2025. The company notes that these trades complete all activity under that plan, and that the reported prices are weighted averages of multiple trades within narrow intraday price ranges.

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
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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^*

Brinker Neil David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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	12/02/2025		S		25,025(1)	D	$160.36(2)	245,158	D
Common stock	12/02/2025		S		6,846(1)	D	$161.31(3)	238,312	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

Explanation of Responses:

1. The reported transactions were completed pursuant to a trading plan entered into by Mr. Brinker on March 24, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This completes all activity under that plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.97, 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 (2) and (3) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.005 to $161.73, inclusive.

	/s/ Erin J. Roth, Attorney-in-Fact	12/04/2025
	** 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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FAQ

What insider transaction did Modine Manufacturing (MOD) disclose?

Modine Manufacturing disclosed that its President and CEO, who is also a director, sold 25,025 shares of common stock at a weighted average price of $160.36 and 6,846 shares at a weighted average price of $161.31 on December 2, 2025.

How many Modine (MOD) shares does the CEO own after the reported sales?

Following the reported transactions, the CEO beneficially owns 238,312 shares of Modine Manufacturing common stock, held directly.

Were the Modine (MOD) insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were completed under a Rule 10b5-1 trading plan that the CEO entered into on March 24, 2025, and that these sales complete all activity under that plan.

What price ranges were involved in the Modine (MOD) insider share sales?

For the first sale, the weighted average price of $160.36 reflects multiple trades between $160.00 and $160.97. For the second, the weighted average price of $161.31 reflects trades between $161.005 and $161.73.

What is the form type for this Modine (MOD) insider transaction disclosure?

The transaction is reported on Form 4, which discloses changes in the beneficial ownership of securities by company insiders such as directors and officers.

Does the Modine (MOD) filing mention that the reported trades are completed under the plan?

Yes. The filing explicitly notes that the reported transactions "complete all activity under that plan" established on March 24, 2025.