Modine exec gets stock award, covers tax with shares

MODINE MANUFACTURING CO executive Eric S. McGinnis, President of Commercial HVAC, reported routine equity compensation and related tax withholding.

Accepted by SEC EDGAR 05/28/2026 - 05:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

MODINE MANUFACTURING CO executive Eric S. McGinnis, President of Commercial HVAC, reported routine equity compensation and related tax withholding. He received 39,575 shares of common stock at no cost, issued in settlement of Performance Stock for the 2024–2026 period, and 15,573 shares were disposed of in a private transaction to cover tax withholding. Following these transactions, he directly holds 68,129 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McGinnis Eric S

Role President, Commercial HVAC

Type	Security	Shares	Price	Value
Grant/Award	Common stock	39,575	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	15,573	$295.88	$4.61M

Holdings After Transaction: Common stock — 68,129 shares (Direct)

Footnotes (2)

1. F1. Shares issued in settlement of Performance Stock for the performance period 2024 through 2026.
2. F2. Shares disposed of in a private transaction to cover tax withholding.

Key Figures

Tax-withholding shares: 15,573 shares Tax-withholding price: $295.88 per share Equity award shares: 39,575 shares +3 more

6 metrics

Tax-withholding shares 15,573 shares Common stock disposed on 2026-05-26 to cover tax withholding

Tax-withholding price $295.88 per share Implied value for 15,573-share tax-withholding disposition

Equity award shares 39,575 shares Common stock grant/award on 2026-05-26 at $0.00 per share

Award price $0.00 per share Grant/award acquisition of 39,575 common shares

Shares after award 83,702 shares Total MOD common shares directly owned after award transaction

Shares after tax disposition 68,129 shares Total MOD common shares directly owned after tax-withholding disposition

Key Terms

Performance Stock, tax withholding, grant/award acquisition, Payment of exercise price or tax liability by delivering securities

4 terms

Performance Stock financial

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

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"

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: Payment of exercise price or tax liability by delivering securities"

FAQ

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

What insider transactions did MOD executive Eric S. McGinnis report on this Form 4?

Eric S. McGinnis reported receiving 39,575 MOD common shares as an equity award and disposing of 15,573 shares in a private transaction to cover tax withholding. Both movements are compensation-related rather than open-market trading.

How many MOD shares did Eric S. McGinnis receive as an equity award?

He received 39,575 shares of MOD common stock at no cost as a grant or award. Footnotes state these were issued in settlement of Performance Stock for the 2024 through 2026 performance period.

Why were 15,573 MOD shares disposed of by Eric S. McGinnis?

15,573 MOD common shares were disposed of in a private transaction to cover tax withholding obligations. The Form 4 classifies this as a tax-withholding disposition rather than an open-market sale, aligning with the compensation-related share award.

What is Eric S. McGinnis’s MOD shareholding after these transactions?

After the reported transactions, Eric S. McGinnis directly holds 83,702 MOD common shares. This post-transaction balance reflects both the 39,575-share award and the 15,573 shares used to satisfy tax withholding requirements.

What role does Eric S. McGinnis hold at MODINE MANUFACTURING CO?

Eric S. McGinnis is an officer of MODINE MANUFACTURING CO, serving as President, Commercial HVAC. The reported Form 4 transactions relate to his equity-based compensation in MOD common stock associated with this leadership position.

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

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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^*

McGinnis Eric S

(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)
	President, Commercial HVAC

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		39,575(1)	A	$0	83,702	D
Common stock	05/26/2026		F		15,573(2)	D	$295.88	68,129	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. 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)