Modine (MOD) CFO sells 19,595 shares after option exercise

Rhea-AI Filing Summary

MODINE MANUFACTURING CO EVP and CFO Michael B. Lucareli reported option exercises and share sales. He exercised employee stock options for 19,595 shares of common stock at an exercise price of $6.62 per share, converting derivative securities into common stock.

On the same date, he sold a total of 19,595 common shares in several open-market transactions, with reported weighted average prices between $216.71 and $222.01 per share. After these transactions, he directly owned 55,578 common shares, including 971 units held in his Modine 401(k) Retirement Plan account.

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

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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^*

Lucareli Michael B

(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)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		19,595	A	$6.62	75,173(1)	D
Common stock	02/17/2026		S		4,478	D	$217.1546(2)	70,695(1)	D
Common stock	02/17/2026		S		5,097	D	$218.164(3)	65,598(1)	D
Common stock	02/17/2026		S		2,284	D	$219.1892(4)	63,314(1)	D
Common stock	02/17/2026		S		3,326	D	$220.4946(5)	59,988(1)	D
Common stock	02/17/2026		S		4,356	D	$221.1408(6)	55,632(1)	D
Common stock	02/17/2026		S		54	D	$222.01	55,578(1)	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)	$6.62	02/17/2026		M			19,595	10/02/2024	10/02/2030	Common stock	19,595	$0	0	D

Explanation of Responses:

1. This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.71 to $217.63, 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 (2) through (6) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.72 to $218.6650, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.74 to $219.70, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.89 to $220.88, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.89 to $221.55, inclusive.

	/s/ Erin J. Roth, Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What insider transactions did MOD EVP and CFO Michael Lucareli report on this Form 4?

Michael Lucareli reported exercising employee stock options for 19,595 shares and selling 19,595 common shares. The trades were open-market sales executed in multiple transactions at weighted average prices between $216.71 and $222.01 per share.

How many MOD shares did Michael Lucareli sell and at what prices?

He sold 19,595 MOD common shares in several open-market transactions. Reported weighted average sale prices ranged from $216.71 to $222.01 per share, with detailed price ranges described across multiple footnotes in the Form 4 filing.

What stock options did Michael Lucareli exercise in this MOD Form 4?

He exercised employee stock options covering 19,595 shares of MOD common stock. The options converted into common shares at an exercise price of $6.62 per share, classified as an exercise or conversion of a derivative security under transaction code M.

How many MOD shares does Michael Lucareli own after these transactions?

After the reported option exercises and share sales, Michael Lucareli directly owned 55,578 MOD common shares. This total includes 971 units of Modine common stock held in his Modine 401(k) Retirement Plan account, as disclosed in the footnotes.

What is the net share impact of Michael Lucareli’s MOD trades in this Form 4?

The Form 4 shows a net share change of negative 19,595 common shares from buy-sell activity. He exercised options to acquire 19,595 shares, then sold 19,595 shares, resulting in overall net-sell activity as summarized in the transaction totals.

What do the weighted average prices in Michael Lucareli’s MOD sales mean?

The reported sale prices are weighted averages across multiple individual trades within specified price ranges. Footnotes explain that shares were sold between $216.71 and $221.55, and detailed trade-by-trade information is available upon request from the company or the SEC staff.