Tax withholding trims Modine (NYSE: MOD) CFO Lucareli's stake

Rhea-AI Filing Summary

MODINE MANUFACTURING CO EVP and CFO Michael B. Lucareli reported a tax-withholding disposition of 1,476 shares of common stock. The shares were disposed of in a private transaction to cover tax withholding, rather than an open-market sale. Following this event, he holds 93,645 shares directly, which includes 971 units of Modine common stock held in his Modine 401(k) Retirement Plan account.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lucareli Michael B

Role EVP, CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common stock	1,476	$278.91	$412K

Holdings After Transaction: Common stock — 93,645 shares (Direct, null)

Footnotes (1)

1. Shares disposed of in a private transaction to cover tax withholding. This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

Key Figures

Shares used for tax withholding: 1,476 shares Recorded share price: $278.91 per share Shares held after transaction: 93,645 shares +2 more

5 metrics

Shares used for tax withholding 1,476 shares Common stock disposed of in private transaction to cover taxes

Recorded share price $278.91 per share Price applied to tax-withholding disposition of 1,476 shares

Shares held after transaction 93,645 shares Direct holdings of Michael B. Lucareli following disposition

401(k) plan units included 971 units Units of Modine common stock in Modine 401(k) Retirement Plan account

Tax-withholding shares per summary 1,476 shares TaxWithholdingShares in transaction summary

Key Terms

tax-withholding disposition, private transaction, Modine 401(k) Retirement Plan

3 terms

tax-withholding disposition financial

"reported a tax-withholding disposition of 1,476 shares of common stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

private transaction financial

"Shares disposed of in a private transaction to cover tax withholding."

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

Modine 401(k) Retirement Plan financial

"held in the Reporting Person's Modine 401(k) Retirement Plan account."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Lucareli Michael B

(Last) (First) (Middle)

1500 DEKOVEN AVE.

(Street)

RACINE WISCONSIN 53403

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/31/2026		F		1,476(1)	D	$278.91	93,645(2)	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. Shares disposed of in a private transaction to cover tax withholding.

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

	/s/ Erin J. Roth, Attorney-in-Fact	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MOD EVP & CFO Michael Lucareli report on this Form 4 for MOD?

Michael B. Lucareli reported a tax-withholding disposition of 1,476 shares of Modine common stock. The shares were transferred in a private transaction specifically to cover tax obligations, rather than sold in the open market as a discretionary trade.

How many MOD shares were used to cover Michael Lucareli’s tax withholding?

A total of 1,476 shares of Modine common stock were disposed of to cover tax withholding. The transaction was executed privately and is categorized as a tax-withholding disposition, not an open-market purchase or sale of shares by the executive.

At what price per share was the tax-withholding disposition recorded for MOD EVP & CFO Lucareli?

The tax-withholding disposition was recorded at $278.91 per share. This figure reflects the price used for the 1,476 shares delivered to satisfy tax obligations in a private transaction, as reported in the Form 4 filing for Modine Manufacturing.

How many MOD shares does Michael Lucareli hold after the reported tax-withholding transaction?

After the transaction, Michael B. Lucareli holds 93,645 shares of Modine common stock directly. This total includes 971 units of Modine common stock held in his Modine 401(k) Retirement Plan account, as specifically disclosed in the Form 4 footnote.

Does the MOD Form 4 indicate any open-market buying or selling by Michael Lucareli?

The Form 4 shows a tax-withholding disposition only, not open-market trades. Shares were delivered in a private transaction to cover tax obligations, so the filing does not report discretionary open-market purchases or sales by Michael B. Lucareli.