Modine CFO gets stock award, covers taxes with shares

Modine Manufacturing’s EVP and CFO Michael B. Lucareli reported compensation‑related stock transactions.

Accepted by SEC EDGAR 05/28/2026 - 05:27 PM EDT

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Form Type

Rhea-AI Filing Summary

Modine Manufacturing’s EVP and CFO Michael B. Lucareli reported compensation‑related stock transactions. He received 73,873 shares of common stock as a grant in settlement of Performance Stock for the 2024–2026 period. To cover associated tax withholding, 34,721 shares were disposed of in a private transaction, not an open‑market sale. After these events, he directly holds 95,121 shares of Modine common stock, including 971 units in his Modine 401(k) Retirement Plan account.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lucareli Michael B

Role EVP, CFO

Type	Security	Shares	Price	Value
Grant/Award	Common stock	73,873	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	34,721	$295.88	$10.27M

Holdings After Transaction: Common stock — 95,121 shares (Direct)

Footnotes (3)

F1. Shares issued in settlement of Performance Stock for the performance period 2024 through 2026.
F2. This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.
F3. Shares disposed of in a private transaction to cover tax withholding.

Key Figures

Stock grant: 73,873 shares Tax-withholding shares: 34,721 shares Tax-withholding price: $295.88 per share +2 more

5 metrics

Stock grant 73,873 shares Common stock issued in settlement of Performance Stock for 2024–2026

Tax-withholding shares 34,721 shares Disposed of in a private transaction to cover tax withholding

Tax-withholding price $295.88 per share Implied value for shares disposed to cover tax liability

Post-transaction holdings 129,842 shares Direct Modine common stock held after the reported transactions

401(k) units 971 units Modine common stock units in the CFO’s Modine 401(k) Retirement Plan

Key Terms

Performance Stock, tax withholding, 401(k) Retirement Plan, grant/award acquisition

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.

401(k) Retirement Plan financial

"held in the Reporting Person's Modine 401(k) Retirement Plan account."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

FAQ

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What insider transactions did MOD CFO Michael Lucareli report on this Form 4?

EVP and CFO Michael B. Lucareli reported a stock award and a related tax transaction. He received 73,873 shares of Modine common stock as a grant and disposed of 34,721 shares in a private transaction to cover tax withholding obligations.

How many Modine (MOD) shares did the CFO receive as a stock grant?

Michael Lucareli received 73,873 shares of Modine common stock as a grant. The shares were issued in settlement of Performance Stock tied to the 2024 through 2026 performance period, reflecting compensation rather than an open‑market purchase.

Why were 34,721 Modine (MOD) shares disposed of by the CFO?

The 34,721 Modine common shares were disposed of in a private transaction to cover tax withholding. The filing classifies this as a tax‑withholding disposition rather than an open‑market sale, aligning with the code F for payment of tax liability using securities.

How many Modine (MOD) shares does the CFO hold after these transactions?

Following the reported transactions, Michael Lucareli directly holds 129,842 shares of Modine common stock. This total figure includes 971 units of Modine common stock held in his Modine 401(k) Retirement Plan account, as disclosed in the footnotes.

Are the MOD CFO’s recent Form 4 transactions open‑market buys or sells?

The transactions are not open‑market buys or sells. One entry is a grant or award acquisition of 73,873 shares, while the other is a tax‑withholding disposition of 34,721 shares used to cover tax liability, reported under transaction code F.

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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^*

Lucareli Michael B

(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)
	EVP, CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	05/26/2026		A		73,873⁽¹⁾	A	$0	129,842⁽²⁾	D
Common stock	05/26/2026		F		34,721⁽³⁾	D	$295.88	95,121⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

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

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

	/s/ Erin J. Roth, Attorney-in-Fact	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)

Source: View Original Filing on SEC EDGAR