MOD Form 4: Director David J. Wilson awarded 1,149 restricted stock units

Rhea-AI Filing Summary

Modine Manufacturing Co. director David J. Wilson received 1,149 restricted stock units (RSUs) on 08/21/2025. Each RSU converts to one share on the one-year anniversary of grant, and the filing shows Mr. Wilson beneficially owns 8,578 shares after the award. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 08/25/2025. This disclosure documents a routine equity award to a director and specifies the grant type and vesting condition but does not include grant value or the equity plan name.

Insights

Corporate Governance Expert

TL;DR: Director RSU grant aligns executive and shareholder interests but appears routine and non-material to valuation.

The Form 4 reports a director-level equity award of 1,149 RSUs that vest into common shares after one year, increasing Mr. Wilson's beneficial holdings to 8,578 shares. This is typical for director compensation to align incentives with shareholders. The filing lacks details on grant fair value, plan authority, or whether the award was part of a regular annual grant program, which limits assessment of cost or dilution.

Securities Analyst

TL;DR: Transaction is a compensatory equity grant with no immediate cash proceeds or exercised derivatives; impact on share count appears modest.

The reported transaction code indicates an acquisition (Code A) of restricted stock units rather than open-market trades. No exercise price is shown and the reported price is $0, consistent with time-based restricted units. Because the RSUs convert one-for-one after one year, any future dilution will depend on conversion and plan settlement terms not provided here.

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^*

Wilson David J.

(Last) (First) (Middle)

13320 BALLANTYNE CORPORATE PLACE

(Street)

CHARLOTTE NC 28277

(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	8,578	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).
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