Modine (MOD) Director Awarded 1,964 RSUs; Beneficial Holding Rises to 122,653

Rhea-AI Filing Summary

Modine Manufacturing Co (MOD) director Marsha C. Williams received an award of 1,964 restricted stock units (RSUs) on 08/21/2025. Each RSU represents a right to one share of Modine common stock payable on the one-year anniversary of grant. The reported RSU grant was recorded at $0 per share for reporting purposes and increases Ms. Williams' beneficial ownership to 122,653 shares. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Positive

• 1,964 RSUs awarded to Director Marsha C. Williams, aligning her compensation with shareholder value
• Beneficial ownership increased to 122,653 shares, showing higher insider stake following the grant

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity award increases insider's stake by 1,964 RSUs, a standard non-cash compensation item.

The grant of 1,964 RSUs is a common form of non-cash director compensation and vests into one share per unit after one year. This transaction increases reported beneficial ownership to 122,653 shares but does not involve a cash purchase or immediate change in voting power until delivery. For investors, this is a routine governance and compensation disclosure rather than a material corporate event.

Corporate Governance Expert

TL;DR: Typical director equity grant aligning director interests with shareholders; disclosure complies with Section 16 reporting.

The Form 4 discloses a standard restricted stock unit award to a director with a one-year vesting timeline. The filing shows proper reporting under Section 16, including an attorney-in-fact signature. The award structure (RSUs converting to common shares) is consistent with alignment of long-term incentives for board members.

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
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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^*

WILLIAMS MARSHA C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		1,964(1)	A	$0	122,653	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. 1. This is an award of restricted stock units. Each restricted stock unit represents a right to receive one share of MOD common stock on the one year anniversary of the date of grant.

	/s/ Erin J. Roth, Attorney-in-Fact	08/25/2025
	** 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.

FAQ

What did Marsha C. Williams report on Form 4 for MOD?

She reported an award of 1,964 restricted stock units (RSUs) granted on 08/21/2025, increasing her beneficial ownership to 122,653 shares.

When do the RSUs reported in the MOD Form 4 convert to shares?

Each restricted stock unit represents a right to receive one share of Modine common stock on the one-year anniversary of the grant date.

Was there any cash paid for the RSUs in the MOD filing?

No cash was reported; the transaction is recorded with a $0 price for reporting purposes.

Who signed the Form 4 for Marsha C. Williams and when?

The Form 4 was signed by Erin J. Roth, Attorney-in-Fact on 08/25/2025.

Does this Form 4 indicate a sale or purchase of MOD shares?

No. The filing reports an award of RSUs (non-derivative, non-cash grant), not a market purchase or sale.