MOD VP receives stock award, covers taxes with shares

MODINE MANUFACTURING CO vice president and chief human resources officer Brian Jon Agen reported compensation-related share activity in company common stock.

Rhea-AI Filing Summary

MODINE MANUFACTURING CO vice president and chief human resources officer Brian Jon Agen reported compensation-related share activity in company common stock. On May 26, 2026, he received a grant of 28,318 shares at $0.00 per share, issued in settlement of Performance Stock for the 2024–2026 performance period. On the same date, 13,310 shares were disposed of in a private transaction to cover tax withholding obligations, rather than as an open-market sale. After these transactions, Agen directly owned 105,191 shares of common stock, which includes 1,474 units held in his Modine 401(k) Retirement Plan account.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Agen Brian Jon

Role VP, CHRO

Type	Security	Shares	Price	Value
Grant/Award	Common stock	28,318	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	13,310	$295.88	$3.94M

Holdings After Transaction: Common stock — 105,191 shares (Direct)

Footnotes (3)

1. F1. Shares issued in settlement of Performance Stock for the performance period 2024 through 2026.
2. F2. This total includes 1474 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.
3. F3. Shares disposed of in a private transaction to cover tax withholding.

Key Figures

Shares disposed for tax withholding: 13,310 shares at $295.88 Shares granted: 28,318 shares at $0.00 Total shares after transactions: 118,501 shares +3 more

6 metrics

Shares disposed for tax withholding 13,310 shares at $295.88 Code F tax-withholding disposition on May 26, 2026

Shares granted 28,318 shares at $0.00 Grant/award acquisition on May 26, 2026

Total shares after transactions 118,501 shares Direct ownership following May 26, 2026 transactions

401(k) plan units included 1,474 units Units of Modine common stock in 401(k) Retirement Plan

Tax-withholding share count summary 13,310 shares TaxWithholdingShares in transaction summary

Transaction date May 26, 2026 Date for both grant and tax-withholding disposition

Key Terms

Performance Stock, 401(k) Retirement Plan, tax withholding, grant/award acquisition

4 terms

Performance Stock financial

"Shares issued in settlement of Performance Stock for the performance period 2024 through 2026."

401(k) Retirement Plan financial

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

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.

grant/award acquisition financial

"transaction_action: grant/award acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did MOD VP, CHRO Brian Jon Agen report on this Form 4 for MOD?

Brian Jon Agen reported a share grant and a tax-related share disposition. He received 28,318 MOD common shares as a grant and had 13,310 shares disposed of privately to cover tax withholding obligations tied to that award.

How many MOD shares were granted to Brian Jon Agen in this Form 4 filing?

The filing shows a grant of 28,318 MOD common shares to Brian Jon Agen at $0.00 per share. Footnotes state these shares were issued in settlement of Performance Stock for the 2024 through 2026 performance period.

Were any of Brian Jon Agen’s MOD share transactions open-market sales?

The reported disposition was not an open-market sale. The Form 4 describes 13,310 MOD shares as disposed of in a private transaction to cover tax withholding, consistent with a tax-withholding disposition rather than discretionary selling.

What is Brian Jon Agen’s MOD share ownership after these Form 4 transactions?

After the reported transactions, Brian Jon Agen directly owned 118,501 shares of MOD common stock. Footnotes clarify this total includes 1,474 units of Modine common stock held in his Modine 401(k) Retirement Plan account.

How does tax withholding appear in this MOD Form 4 for Brian Jon Agen?

Tax withholding appears as a code F transaction for 13,310 MOD shares at $295.88 per share. The filing notes these shares were disposed of in a private transaction specifically to cover tax withholding obligations related to the equity award.

What type of award generated the MOD share grant to Brian Jon Agen?

The grant is tied to Performance Stock. A footnote explains the 28,318 MOD shares were issued in settlement of Performance Stock for the performance period running from 2024 through 2026, reflecting compensation rather than an open-market purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:21 PM Learn about SEC filing dates

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^*

Agen Brian Jon

(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)
	VP, CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		A		28,318(1)	A	$0	118,501(2)	D
Common stock	05/26/2026		F		13,310(3)	D	$295.88	105,191(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 issued in settlement of Performance Stock for the performance period 2024 through 2026.

2. This total includes 1474 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

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

	/s/ Erin J. Roth, Attorney-in-Fact	05/28/2026
	** 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)