Modine VP uses shares to cover tax withholding

Modine Manufacturing VP and CHRO Brian Jon Agen reported a tax-related share disposition.

Accepted by SEC EDGAR 06/02/2026 - 03:34 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Modine Manufacturing VP and CHRO Brian Jon Agen reported a tax-related share disposition. He transferred 566 shares of common stock in a private transaction to cover tax withholding at a price of $278.91 per share. This was not an open-market sale but a routine mechanism to pay taxes owed on equity compensation. After this transaction, he directly owned 104,625 shares of Modine common stock, which includes 1,474 units held in his Modine 401(k) Retirement Plan account.

Insider Trade Summary

Exercise Price or Tax Liability: 566 shares

Exercise Price or Tax Liability 1 txn

Insider Agen Brian Jon

Role VP, CHRO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock	566	$278.91	$158K

Holdings After Transaction: Common stock — 104,625 shares (Direct)

Footnotes (2)

1. F1. Shares disposed of in a private transaction to cover tax withholding.
2. F2. This total includes 1474 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

Key Figures

Tax-withholding shares: 566 shares Tax-withholding price: $278.91 per share Shares held after transaction: 104,625 shares +1 more

4 metrics

Tax-withholding shares 566 shares Shares disposed of to cover tax withholding in private transaction

Tax-withholding price $278.91 per share Price applied to 566 shares for tax-withholding disposition

Shares held after transaction 104,625 shares Direct Modine common stock holdings following the disposition

Shares in 401(k) plan 1,474 units Modine common stock units in 401(k) included in total holdings

Key Terms

tax withholding, private transaction, 401(k) Retirement Plan

3 terms

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.

private transaction financial

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

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

401(k) Retirement Plan financial

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

FAQ

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

What insider transaction did MOD VP Brian Jon Agen report on this Form 4?

Brian Jon Agen reported a tax-withholding disposition of 566 Modine common shares. The shares were transferred in a private transaction to cover tax obligations arising from equity compensation, rather than sold in the open market.

Was the MOD Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 566 Modine shares were disposed of in a private transaction specifically to cover tax withholding, a routine method for paying taxes on vested equity awards.

How many MOD shares does Brian Jon Agen hold after this tax-withholding transaction?

After the tax-withholding disposition, Brian Jon Agen holds 104,625 Modine common shares directly. This total includes 1,474 units of Modine common stock held in his Modine 401(k) Retirement Plan account, as disclosed in the filing footnotes.

What price per share was used for the MOD tax-withholding disposition?

The tax-withholding disposition used a price of $278.91 per Modine share. This price was applied to 566 shares transferred in a private transaction to satisfy tax obligations related to equity compensation awarded to the executive.

What role does Brian Jon Agen hold at Modine Manufacturing (MOD)?

Brian Jon Agen serves as Vice President and Chief Human Resources Officer at Modine Manufacturing. His Form 4 filing reflects equity-related activity tied to his executive compensation, specifically a share transfer to cover associated tax withholding requirements.

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

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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^*

Agen Brian Jon

(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, CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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	05/31/2026		F		566(1)	D	$278.91	104,625(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

Explanation of Responses:

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

2. This total includes 1474 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

	/s/ Erin J. Roth, Attorney-in-Fact	06/02/2026
	** 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)