Modine (MOD) director reduces stake to 82,056 shares after RSU grant and sales

Rhea-AI Filing Summary

Modine Manufacturing Co (MOD) director Garimella Suresh V reported a grant and sales of common stock. On 08/21/2025 he received 1,149 restricted stock units that convert to one share each on their one-year vesting anniversary. On 08/22/2025 he sold 14,204 shares in multiple transactions executed under a Rule 10b5-1 plan adopted May 23, 2025, at weighted-average prices ranging roughly from $135.13 to $142.84. His beneficial ownership fell from 96,260 shares after the award to 82,056 shares following the sales. The filing was signed by an attorney-in-fact on 08/25/2025.

Positive

• Award of 1,149 restricted stock units that convert to common shares on a one-year anniversary
• Sales executed under a Rule 10b5-1 plan, indicating pre-established trading instructions

Negative

• Sale of 14,204 shares on 08/22/2025, reducing beneficial ownership from 96,260 to 82,056 shares
• Material reduction in direct holdings (approximate 14.8% decrease from post-award holding of 96,260)

Insights

Financial Analyst

TL;DR: Director received 1,149 RSUs and sold 14,204 shares under a pre-established 10b5-1 plan, reducing holdings to 82,056 shares.

The transactions are explicitly tied to a Rule 10b5-1 trading plan adopted May 23, 2025, which indicates the sales were pre-planned rather than opportunistic market trades. The filing shows the director accepted an award of restricted stock units on 08/21/2025 and executed multiple market sales the following day at weighted-average prices across the $135–$142 range. The net effect is a clear reduction in direct beneficial ownership from 96,260 to 82,056 shares.

Corporate Governance Expert

TL;DR: Disclosure is routine and compliant; sales executed under a documented 10b5-1 plan and award is standard RSU compensation.

The Form 4 discloses a standard equity award (restricted stock units vesting in one year) and subsequent sales pursuant to a 10b5-1 plan adopted May 23, 2025. The filing includes weighted-average sale prices and confirms the reporting chain via an attorney-in-fact signature. There are no indications of undisclosed derivative transactions or indirect ownership changes in this filing.

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).

X

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^*

Garimella Suresh V

(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		1,149(1)	A	$0	96,260	D
Common stock	08/22/2025		S		1,520(2)	D	$135.22(3)	94,740	D
Common stock	08/22/2025		S		900(2)	D	$136.54(4)	93,840	D
Common stock	08/22/2025		S		1,547(2)	D	$140.3(5)	92,293	D
Common stock	08/22/2025		S		6,932(2)	D	$141.1(6)	85,361	D
Common stock	08/22/2025		S		3,005(2)	D	$141.84(7)	82,356	D
Common stock	08/22/2025		S		300(2)	D	$142.81(8)	82,056	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.

2. The reported sale occurred in accordance with a Rule 10b5-1 plan adopted by the reporting person on May 23, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.13 to $136.08, 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) through (8) 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 $136.28 to $136.94, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.59 to $140.54, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.60 to $141.59, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.60 to $142.31, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.78 to $142.84, inclusive.

	/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 transactions did MOD director Garimella Suresh V report on Form 4?

He reported receipt of 1,149 restricted stock units on 08/21/2025 and sales of 14,204 common shares on 08/22/2025.

Were the sales by the director part of a trading plan for MOD (ticker: MOD)?

Yes. The filing states the reported sales were executed in accordance with a Rule 10b5-1 plan adopted May 23, 2025.

At what prices were the shares sold according to the Form 4?

Sales occurred at weighted-average prices within ranges from $135.13 to $142.84, detailed across multiple transactions.

How many shares does the director beneficially own after these transactions?

The filing reports 82,056 shares beneficially owned following the reported transactions.

When do the restricted stock units vest into common shares?

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