Modine (MOD) Director Awarded 1,149 Restricted Stock Units

Rhea-AI Filing Summary

Gary Mark Bendza, a director of Modine Manufacturing Co (MOD), was granted 1,149 restricted stock units on 08/21/2025. Each restricted stock unit entitles the holder to one share of MOD common stock on the one-year anniversary of the grant. The reported transaction shows 1,149 RSUs awarded at $0 price, and the Form 4 was signed by an attorney-in-fact on 08/25/2025.

This filing documents a non-cash equity award to a named insider with conversion to common shares after one year; no sales, option exercises, or derivative transactions were reported on this Form 4.

Positive

• 1,149 restricted stock units were granted to the reporting director, each representing a right to one share of MOD common stock on the one-year anniversary
• Transaction disclosed under Section 16, providing transparency on insider equity awards

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received 1,149 RSUs that convert to one share each after one year; transaction is routine equity compensation.

The Form 4 records an award of 1,149 restricted stock units to Gary Mark Bendza on 08/21/2025 with a $0 reported price and one-year conversion to common stock. For investors, this is a standard compensation disclosure under Section 16 and does not show any disposition or immediate cash proceeds. The size of the award relative to outstanding shares is not provided, so materiality cannot be assessed from this filing alone.

Corporate Governance Expert

TL;DR: Disclosure indicates a time‑based equity grant to a director; signature filed by attorney-in-fact.

The filing identifies Bendza as a director and documents restricted stock units that vest into common shares after one year. The Form 4 was executed via attorney-in-fact, consistent with procedural filings. The document contains no indications of accelerated vesting, derivative instruments, sales, or changes in control provisions. Without additional plan documents or outstanding share context, governance impact is informational rather than material.

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^*

Bendza Gary Mark

(Last) (First) (Middle)

C/O TELOS CORPORATION

19886 ASHBURN ROAD

(Street)

ASHBURN VA 20147

(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		1,149(1)	A	$0	1,149	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. 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 Modine Manufacturing Co (MOD) disclose in this Form 4?

The filing discloses a grant of 1,149 restricted stock units to director Gary Mark Bendza on 08/21/2025, convertible to one share each after one year.

Does this Form 4 show any sales or dispositions by the insider?

No. The Form 4 reports an award (A) of RSUs and shows no dispositions or derivative transactions on this filing.

What is the reported price for the restricted stock units?

The RSUs are reported with a $0 price, reflecting a non-cash equity award.

Who signed the Form 4 and when?

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

When will the RSUs convert into Modine common stock?

Each restricted stock unit converts to one share of MOD common stock on the one-year anniversary of the grant date.