[Form 4] Modine Manufacturing Co Insider Trading Activity

Insider Trade Summary

Exercise and Sale: 47,939 shares ($4.68M approx. pre-tax spread)

Exercise and Sale 15 txns

Insider Agen Brian Jon

Role VP, CHRO

Sold 47,939 shs ($5.30M)

Approx. gross sale proceeds $5.30M

Approx. exercise cost $619K

Approx. pre-tax spread $4.68M

Type	Security	Shares	Price	Value
Exercise	Employee stock option (Right to buy)	6,847	$0.00	$0.00
Exercise	Employee stock option (Right to buy)	6,643	$0.00	$0.00
Exercise	Employee stock option (Right to buy)	9,739	$0.00	$0.00
Exercise	Employee stock option (Right to buy)	12,261	$0.00	$0.00
Exercise	Employee stock option (Right to buy)	5,115	$0.00	$0.00
Exercise	Employee stock option (Right to buy)	7,334	$0.00	$0.00
Exercise	Common stock	6,847	$15.90	$109K
Exercise	Common stock	6,643	$17.90	$119K
Exercise	Common stock	9,739	$13.26	$129K
Exercise	Common stock	12,261	$6.62	$81K
Exercise	Common stock	5,115	$17.79	$91K
Exercise	Common stock	7,334	$12.28	$90K
Sale	Common stock	41,304	$110.3301	$4.56M
Sale	Common stock	6,590	$111.5394	$735K
Sale	Common stock	45	$112.49	$5K

Holdings After Transaction: Employee stock option (Right to buy) — 9,575 contracts (Direct); Common stock — 90,015 shares (Direct)

Footnotes (7)

1. F1. The reported transactions were completed pursuant to a trading plan entered into by Mr. Agen on December 18, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This completes the activity under that plan.
2. F2. This total includes 1474 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.96, 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 (3) and (4) to this Form 4.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.02 to $112.00, 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 (3) and (4) to this Form 4.
5. F5. This option vested in four equal installments on October 2, 2021, 2022, 2023, and 2024.
6. F6. This option vested in four equal installments on June 4, 2022, 2023, 2024, and 2025.
7. F7. This option vested as follows: 33% on June 6, 2023, 33% on June 6, 2024 and the remaining 34% on June 6, 2025.

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Accepted by SEC EDGAR 07/31/2025 - 03:15 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^*

Agen Brian Jon

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, CHRO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/29/2025		M		6,847(1)	A	$15.9	96,862(2)	D
Common stock	07/29/2025		M		6,643(1)	A	$17.9	103,505(2)	D
Common stock	07/29/2025		M		9,739(1)	A	$13.26	113,244(2)	D
Common stock	07/29/2025		M		12,261(1)	A	$6.62	125,505(2)	D
Common stock	07/29/2025		M		5,115(1)	A	$17.79	130,620(2)	D
Common stock	07/29/2025		M		7,334(1)	A	$12.28	137,954(2)	D
Common stock	07/29/2025		S		41,304(1)	D	$110.3301(3)	96,650(2)	D
Common stock	07/29/2025		S		6,590(1)	D	$111.5394(4)	90,060(2)	D
Common stock	07/29/2025		S		45(1)	D	$112.49	90,015(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
Employee stock option (Right to buy)	$15.9	07/29/2025		M		6,847(1)		06/01/2021	06/01/2027	Common stock	6,847	$0	0	D
Employee stock option (Right to buy)	$17.9	07/29/2025		M		6,643(1)		05/30/2022	05/30/2028	Common stock	6,643	$0	0	D
Employee stock option (Right to buy)	$13.26	07/29/2025		M		9,739(1)		05/29/2023	05/29/2029	Common stock	9,739	$0	0	D
Employee stock option (Right to buy)	$6.62	07/29/2025		M		12,261(1)		(5)	10/02/2030	Common stock	12,261	$0	4,090	D
Employee stock option (Right to buy)	$17.79	07/29/2025		M		5,115(1)		(6)	06/04/2031	Common stock	5,115	$0	1,706	D
Employee stock option (Right to buy)	$12.28	07/29/2025		M		7,334(1)		(7)	06/06/2032	Common stock	7,334	$0	3,779	D

Explanation of Responses:

1. The reported transactions were completed pursuant to a trading plan entered into by Mr. Agen on December 18, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This completes the activity under that plan.

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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.96, 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 (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.02 to $112.00, 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 (3) and (4) to this Form 4.

5. This option vested in four equal installments on October 2, 2021, 2022, 2023, and 2024.

6. This option vested in four equal installments on June 4, 2022, 2023, 2024, and 2025.

7. This option vested as follows: 33% on June 6, 2023, 33% on June 6, 2024 and the remaining 34% on June 6, 2025.

	/s/ Erin J. Roth, Attorney-in-Fact	07/31/2025
	** Signature of Reporting Person	Date
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