MOD executive reports share grant and tax withholding

MODINE MANUFACTURING CO vice president, general counsel and chief compliance officer Erin Jennifer Roth reported routine equity compensation and related tax withholding.

Rhea-AI Filing Summary

MODINE MANUFACTURING CO vice president, general counsel and chief compliance officer Erin Jennifer Roth reported routine equity compensation and related tax withholding. She received 5,249 shares of common stock as a grant at no cost, issued in settlement of Performance Stock for the 2024–2026 performance period. In a separate private transaction, 2,221 common shares were disposed of to cover tax withholding obligations. After these transactions, she directly holds 7,563 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Roth Erin Jennifer

Role VP, GC and CCO

Type	Security	Shares	Price	Value
Grant/Award	Common stock	5,249	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	2,221	$295.88	$657K

Holdings After Transaction: Common stock — 7,563 shares (Direct)

Footnotes (2)

1. F1. Shares issued in settlement of Performance Stock for the performance period 2024 through 2026.
2. F2. Shares disposed of in a private transaction to cover tax withholding.

Key Figures

Tax-withholding shares: 2,221 shares Grant shares: 5,249 shares Holdings after grant: 9,784 shares +2 more

5 metrics

Tax-withholding shares 2,221 shares Common stock disposed to cover tax withholding at $295.88/share on May 26, 2026

Grant shares 5,249 shares Common stock grant at $0.00 per share for 2024–2026 Performance Stock settlement

Holdings after grant 9,784 shares Total common shares directly owned after the grant transaction

Holdings after tax disposition 7,563 shares Direct common share ownership immediately following the tax-withholding disposition

Tax disposition price $295.88 per share Price used for the 2,221-share tax-withholding disposition

Key Terms

Performance Stock, tax withholding, grant/award acquisition, Form 4

4 terms

Performance Stock financial

"Shares issued in settlement of Performance Stock for the performance period 2024 through 2026."

tax withholding financial

"Shares disposed of in a private transaction to cover tax withholding."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did MOD (MOD) report for Erin Jennifer Roth?

Erin Jennifer Roth reported a grant of 5,249 MODINE MANUFACTURING CO common shares and a separate disposition of 2,221 shares to cover tax withholding. Both transactions occurred on May 26, 2026 and reflect routine equity compensation activity.

How many MOD (MOD) shares did Erin Jennifer Roth receive as a grant?

She received 5,249 shares of MODINE MANUFACTURING CO common stock at no cost. The grant was issued in settlement of Performance Stock tied to the company’s 2024 through 2026 performance period, increasing her direct equity stake.

Why were 2,221 MOD (MOD) shares disposed of by Erin Jennifer Roth?

2,221 MODINE MANUFACTURING CO common shares were disposed of in a private transaction specifically to cover tax withholding. The Form 4 classifies this as a tax-withholding disposition, not an open-market sale, tied to her equity compensation.

What is Erin Jennifer Roth’s MOD (MOD) share ownership after these transactions?

Following the reported Form 4 transactions, Erin Jennifer Roth directly holds 9,784 shares of MODINE MANUFACTURING CO common stock. This reflects her position after receiving the share grant and disposing of shares to satisfy related tax obligations.

How does the Form 4 classify Erin Jennifer Roth’s MOD (MOD) transactions?

The grant of 5,249 shares is classified as a grant or award acquisition, while the 2,221-share disposition is classified as payment of tax liability by delivering securities. Both are reported as direct, non-derivative ownership entries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:28 PM Learn about SEC filing dates

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).

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^*

Roth Erin Jennifer

(Last) (First) (Middle)

1500 DEKOVEN AVE.

(Street)

RACINE WISCONSIN 53403

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	VP, GC and CCO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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

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

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

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	05/26/2026		A		5,249(1)	A	$0	9,784	D
Common stock	05/26/2026		F		2,221(2)	D	$295.88	7,563	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. Shares issued in settlement of Performance Stock for the performance period 2024 through 2026.

2. Shares disposed of in a private transaction to cover tax withholding.

	/s/ Erin J. Roth	05/28/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)