Modine (NYSE: MOD) CFO covers tax withholding by disposing shares

Rhea-AI Filing Summary

MODINE MANUFACTURING CO EVP and CFO Michael B. Lucareli reported a tax-related share disposition. He disposed of 915 shares of common stock in a private transaction at $271.26 per share to cover tax withholding obligations.

After this transaction, he holds 54,663 common shares directly, which includes 971 units of Modine common stock 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	915	$271.26	$248K

Holdings After Transaction: Common stock — 54,663 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 disposed for tax withholding: 915 shares Disposition price per share: $271.26 per share Shares held after transaction: 54,663 shares +1 more

4 metrics

Shares disposed for tax withholding 915 shares Private transaction to cover tax withholding

Disposition price per share $271.26 per share Price for tax-withholding share disposition

Shares held after transaction 54,663 shares Total direct common stock holdings post-transaction

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

Key Terms

tax withholding, private transaction, 401(k) Retirement Plan, Common stock

4 terms

tax withholding financial

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

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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.

401(k) Retirement Plan financial

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

Common stock financial

"security_title: Common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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)
05/16/2026

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	05/16/2026		F		915(1)	D	$271.26	54,663(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	05/19/2026
	** 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 did MODINE MANUFACTURING CO (MOD) CFO report in this Form 4?

The EVP and CFO, Michael B. Lucareli, reported a disposition of 915 shares of Modine common stock. The shares were used to cover tax withholding obligations, reflecting a non-market, administrative transaction rather than an open-market purchase or sale decision.

How many MOD shares did the CFO dispose of for tax withholding?

He disposed of 915 shares of Modine common stock to cover tax withholding. The transaction occurred in a private transaction at a reported price of $271.26 per share, consistent with a standard mechanism for satisfying tax liabilities on equity-related compensation.

At what price per share were the MOD shares disposed of by the CFO?

The 915 shares were disposed of at $271.26 per share. This price is reported in the Form 4 as the transaction price for the private disposition used to satisfy tax withholding obligations, rather than representing an open-market trade on an exchange.

How many MOD shares does the CFO hold after this tax-withholding transaction?

Following the disposition, the CFO directly holds 54,663 shares of Modine common stock. This total includes 971 units of Modine common stock held in his Modine 401(k) Retirement Plan account, as specifically noted in the Form 4 footnotes.

Was the MOD CFO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The Form 4 and its footnotes state that the 915 shares were disposed of in a private transaction specifically to cover tax withholding, indicating a non-market, administrative disposition tied to compensation.