MOD insider award: Director granted 1,149 deferred RSUs increasing holdings

Rhea-AI Filing Summary

Modine Manufacturing Co. director Christopher William Patterson received an award of 1,149 restricted stock units (RSUs) that were deferred by the reporting person. Each RSU represents a right to receive one share of Modine common stock when delivered under the holder's deferral election. After this reported award the reporting person beneficially owned 71,531 shares of Modine common stock. The reported transaction was coded as an acquisition with a reported price of $0, reflecting an award rather than an open-market purchase. The filing indicates this is an individual Form 4 by a director and provides an explanation that the RSUs will convert into shares according to the deferral election.

Positive

• Director increased beneficial ownership via 1,149 RSUs, bringing total beneficial holdings to 71,531 shares
• Transaction is compensatory and non-cash, reported at $0, indicating award-based alignment with shareholders rather than selling

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received deferred RSUs increasing beneficial ownership; transaction appears routine and non-cash.

The report documents a non-cash award of 1,149 restricted stock units to a company director, which will convert to shares per the director's deferral election. This increases the director's beneficial ownership to 71,531 shares. From a shareholder-impact perspective, the transaction is compensatory in nature and does not indicate market buying or selling pressure. There are no disclosed exercise prices or cash consideration associated with this grant, consistent with deferred compensation awards.

Corporate Governance Expert

TL;DR: Compensation-related disclosure by a director; standard governance disclosure with limited material change.

The Form 4 clarifies that the reported securities are restricted stock units deferred by the reporting person. Such deferrals are common in director compensation arrangements and are disclosed to show changes in beneficial ownership. The filing does not disclose any unusual terms, accelerations, or transfers and therefore reads as a routine governance disclosure rather than a red-flag corporate action.

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

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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^*

Patterson Christopher William

(Last) (First) (Middle)

1500 DEKOVEN AVE.

(Street)

RACINE WI 53403

(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	71,531	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 that was deferred by the reporting person. Each restricted stock unit represents a right to receive one share of MOD common stock. Shares will be delivered to the reporting person based on the reporting person's deferral election applicable to the restricted stock units.

	/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).
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.

FAQ

What change in ownership did Christopher William Patterson report for MOD?

The reporting person was awarded 1,149 restricted stock units, increasing beneficial ownership to 71,531 shares.

Are the reported restricted stock units (RSUs) paid in cash for MOD?

No. The RSUs are reported with a price of $0, indicating they are awards that will convert to shares per the deferral election rather than cash purchases.

Does the Form 4 indicate these RSUs are exercisable options for MOD?

No. The filing states these are restricted stock units, each representing a right to receive one share when delivered under the deferral election.

Is this Form 4 filing an individual or joint filing for MOD?

The Form 4 is filed by one reporting person, the director Christopher William Patterson.

Does the filing disclose any unusual transfer or accelerated vesting for MOD RSUs?

No. The filing provides a standard explanation that the RSUs were deferred and will be delivered based on the reporting person's deferral election; no unusual terms are disclosed.