Modine (MOD) CFO receives 1,306-unit stock award with 2027–2029 vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lucareli Michael B reported acquisition or exercise transactions in this Form 4 filing.

MODINE MANUFACTURING CO EVP and CFO Michael B. Lucareli received an award of 1,306 restricted stock units of common stock as compensation. These units vest over three years, with 33% on May 20, 2027, 33% on May 20, 2028, and 34% on May 20, 2029. Each unit represents a contingent right to receive one share of MOD common stock. After this award, he holds 55,969 shares in total, including 971 units held in his Modine 401(k) Retirement Plan account. This is a routine equity compensation grant, not an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lucareli Michael B

Role EVP, CFO

Type	Security	Shares	Price	Value
Grant/Award	Common stock	1,306	$0.00	--

Holdings After Transaction: Common stock — 55,969 shares (Direct, null)

Footnotes (1)

This is an award of restricted stock units which will vest as follows: 33% on 5/20/2027, 33% on 5/20/2028 and the remaining 34% on 5/20/2029. Each restricted stock unit represents a contingent right to receive one share of MOD common stock. This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

Key Figures

RSU award size: 1,306 units Grant price: $0.0000 per share Total holdings after grant: 55,969 shares +4 more

7 metrics

RSU award size 1,306 units Restricted stock units granted to CFO on May 20, 2026

Grant price $0.0000 per share Indicates compensation grant, not cash purchase

Total holdings after grant 55,969 shares CFO’s total Modine common stock holdings following transaction

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

First vesting tranche 33% Vests on May 20, 2027

Second vesting tranche 33% Vests on May 20, 2028

Final vesting tranche 34% Vests on May 20, 2029

Key Terms

restricted stock units, grant/award acquisition, contingent right, Modine 401(k) Retirement Plan

4 terms

restricted stock units financial

"This is an award of restricted stock units which will vest as follows"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

Modine 401(k) Retirement Plan financial

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

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 06:14 PM

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)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	05/20/2026		A		1,306⁽¹⁾	A	$0	55,969⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This is an award of restricted stock units which will vest as follows: 33% on 5/20/2027, 33% on 5/20/2028 and the remaining 34% on 5/20/2029. Each restricted stock unit represents a contingent right to receive one share of MOD common stock.

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	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did MOD (Modine Manufacturing) disclose in this Form 4 filing?

MOD reported that EVP and CFO Michael B. Lucareli received 1,306 restricted stock units as compensation. These awards vest between 2027 and 2029 and increase his total direct and plan-related holdings to 55,969 shares of Modine common stock following the transaction.

How many Modine (MOD) shares did the CFO acquire in this grant?

The CFO was granted 1,306 restricted stock units, each representing one potential share of MOD common stock. The units are not immediately issued; they convert into shares only as they vest over the scheduled dates in 2027, 2028, and 2029.

Is the MOD CFO’s Form 4 transaction a market purchase or a compensation grant?

The Form 4 shows a compensation-related grant, not a market purchase. The transaction is coded as a grant or award acquisition, with a price per share of $0.0000, indicating shares are issued as part of the company’s equity compensation program rather than bought in the open market.

What is the vesting schedule for the MOD CFO’s restricted stock units?

The 1,306 restricted stock units vest in three tranches: 33% on May 20, 2027, another 33% on May 20, 2028, and the remaining 34% on May 20, 2029. Shares are delivered only as each portion vests, subject to continued eligibility.

How many Modine (MOD) shares does the CFO hold after this transaction?

Following the restricted stock unit award, the CFO’s total reported holdings are 55,969 shares of Modine common stock. This figure includes 971 units of Modine common stock held in his Modine 401(k) Retirement Plan account, as disclosed in the filing footnotes.

What does each restricted stock unit represent in the MOD Form 4?

Each restricted stock unit represents a contingent right to receive one share of MOD common stock. The units do not carry voting or dividend rights until they vest and are settled in actual shares, aligning executive compensation with long-term shareholder outcomes.