MOD CEO reports equity grant and tax share disposal

MODINE MANUFACTURING CO President and CEO Neil David Brinker reported equity compensation and related tax withholding in a new Form 4.

Rhea-AI Filing Summary

MODINE MANUFACTURING CO President and CEO Neil David Brinker reported equity compensation and related tax withholding in a new Form 4. On May 26, 2026, he acquired 215,464 shares of common stock at $0.00 per share as a grant tied to Performance Stock for the 2024–2026 period.

On the same date, 87,517 shares of common stock were disposed of in a private transaction to cover tax withholding obligations, a non‑market, tax-related event rather than an open-market sale. Following these transactions, Brinker directly holds 368,911 shares of Modine Manufacturing common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brinker Neil David

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common stock	215,464	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	87,517	$295.88	$25.89M

Holdings After Transaction: Common stock — 368,911 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

Shares granted: 215,464 shares Grant price: $0.0000 per share Tax-withheld shares: 87,517 shares +3 more

6 metrics

Shares granted 215,464 shares Common stock grant at $0.00 per share on May 26, 2026

Grant price $0.0000 per share Price for 215,464 granted common shares

Tax-withheld shares 87,517 shares Disposed in private transaction to cover tax withholding

Tax disposition reference price $295.8800 per share Reference price for 87,517-share tax-withholding disposition

Shares owned after transactions 456,428 shares Direct Modine common stock holdings following May 26, 2026 events

Performance period 2024–2026 Period for Performance Stock settled by share grant

Key Terms

Performance Stock, tax withholding, grant/award acquisition, tax-withholding disposition

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""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transactions did MOD CEO Neil David Brinker report on this Form 4?

Neil David Brinker reported a grant of 215,464 Modine Manufacturing common shares and a related tax-withholding disposition of 87,517 shares, both dated May 26, 2026. These moves reflect equity compensation and associated tax payments, not open-market buying or selling.

How many MOD shares were granted to the CEO in the latest insider filing?

The CEO received a grant of 215,464 Modine Manufacturing common stock shares at zero cost per share. Footnotes state these shares were issued in settlement of Performance Stock for the 2024–2026 performance period, reflecting long-term incentive compensation rather than a cash transaction.

Why were 87,517 MOD shares disposed of in the CEO’s Form 4?

The 87,517 Modine Manufacturing shares were disposed of in a private transaction to cover tax withholding obligations. This tax-withholding disposition is a non-market event where shares are used to pay taxes owed on equity awards, not an open-market share sale by the insider.

What is Neil David Brinker’s MOD share ownership after these transactions?

After the May 26, 2026 transactions, Neil David Brinker directly holds 456,428 shares of Modine Manufacturing common stock. This figure reflects his position following both the Performance Stock share issuance and the related tax-withholding share disposition recorded in the Form 4.

What does the Performance Stock for 2024–2026 mean in MOD’s insider filing?

The filing notes that shares were issued in settlement of Performance Stock for the 2024–2026 performance period. This indicates the CEO’s share grant is tied to multi-year performance goals, a common structure for long-term incentive compensation, rather than a one-time cash-based bonus.

Is the tax-withholding disposition in MOD’s Form 4 considered an open-market sale?

The 87,517-share disposition is specifically described as a private transaction to cover tax withholding, not an open-market sale. Such tax-withholding events occur when shares from an award are used to pay tax liabilities arising from the equity compensation itself.

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

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Accepted by SEC EDGAR 05/28/2026 - 05:22 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^*

Brinker Neil David

(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)

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

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		215,464(1)	A	$0	456,428	D
Common stock	05/26/2026		F		87,517(2)	D	$295.88	368,911	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, 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)