Modine (MOD) Director Receives 1,149 Deferred RSUs; No Cash Purchase

Rhea-AI Filing Summary

Modine Manufacturing Co director Eric D. Ashleman reported an award of 1,149 restricted stock units (RSUs) on 08/21/2025 that were deferred by the reporting person. Each RSU represents the right to one share of MOD common stock and will be delivered per the reporting person’s deferral election. The transaction was recorded at a $0 price because these RSUs are a non‑cash compensation award rather than an open‑market purchase. After the award, the reporting person beneficially owns 57,350 shares of MOD common stock.

Positive

• Director alignment: Awarded RSUs that convert to common stock, which aligns the director's interests with shareholders
• No cash outlay required: The RSUs were deferred awards rather than purchases, avoiding insider selling pressure

Negative

• Potential dilution: Delivery of RSUs will increase shares outstanding when vested and issued
• Limited disclosure: Vesting schedule and delivery timing are not provided in this filing

Insights

Corporate Governance Expert

TL;DR: Director received deferred compensation in RSUs, increasing beneficial ownership modestly without cash purchase.

The award of 1,149 RSUs represents typical director compensation and aligns the director’s economic interests with shareholders because each unit converts to one share. The reporting indicates the RSUs were a deferral election, suggesting preexisting compensation arrangements rather than a new discretionary grant. No exercise price applies and no sale or cash purchase occurred. For governance review, confirm grant terms, vesting schedule, and whether share delivery affects dilution or equity incentive run rate disclosed elsewhere.

Securities Analyst

TL;DR: Transaction is routine insider compensation; limited market impact given modest share count.

Adding 1,149 shares to a 57,350 share position is small in absolute terms and unlikely to be material for valuation or voting control. The $0 price reflects restricted awards rather than a market purchase. Investors should note this increases insider alignment marginally but does not provide liquidity signal. No sales, option exercises, or derivative transactions are reported that would indicate different intent.

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^*

ASHLEMAN ERIC D

(Last) (First) (Middle)

3100 SANDERS ROAD

SUITE 301

(Street)

NORTHBROOK IL 60062

(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	57,350	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 that was deferred by the reporting person. Each restricted stock unit represents a right to receive one share of MOD common stock. Shares will be delivered to the reporting person based on the reporting person's deferral election applicable to the restricted stock units.

	/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 (MOD) insider Eric Ashleman acquire on 08/21/2025?

The filing reports an award of 1,149 restricted stock units (RSUs), each representing a right to one share of MOD common stock.

Did Eric Ashleman pay for the shares reported on Form 4?

No. The transaction is reported at a $0 price because these RSUs are a compensation award that was deferred, not an open market purchase.

How many Modine shares does the reporting person beneficially own after the transaction?

The filing shows 57,350 shares beneficially owned following the reported transaction.

Is there information on vesting or delivery timing for the RSUs in this Form 4?

No. The Form 4 states the RSUs were deferred and will be delivered per the reporting person’s deferral election but does not disclose specific vesting or delivery dates.

Does this Form 4 include any derivative transactions or sales?

No. Table II for derivative securities is empty and the Form 4 reports only the non‑derivative RSU award; no sales or option exercises are reported.