Modine (MOD) director receives 1,149 deferred RSUs, boosting stake to 8,426

Rhea-AI Filing Summary

William A. Wulfsohn, a director of Modine Manufacturing Co. (MOD), received an award of 1,149 restricted stock units (RSUs) on 08/21/2025 that were the result of a prior deferral election. Each RSU represents the right to one share of Modine common stock and was reported with a $0 price because it is a deferred award rather than an open-market purchase. Following this transaction the reporting person beneficially owns 8,426 shares in a direct ownership form. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Positive

• Director received 1,149 RSUs, increasing direct shareholding and aligning management and shareholder interests.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received deferred RSUs, modestly increasing direct stake; aligns interests without cash outlay.

The award reflects a non-cash compensation event under the directors existing deferral election. Because these are RSUs to be settled in common stock, they increase the director's ownership stake and align his financial interests with shareholders. The transaction is routine for board compensation and contains no purchase price or exercise mechanics that would signal market timing or external financing. Disclosure is complete as to amount, date, and post-transaction holdings.

Securities Analyst

TL;DR: Small, routine equity grant: limited direct market impact but increases insider alignment.

The grant of 1,149 RSUs raises the reporting persons direct beneficial ownership to 8,426 shares, a relatively small absolute holding for a public company. The reported $0 price is consistent with restricted unit awards deferred for tax or timing reasons rather than an open-market purchase. There is no indication of disposition or hedging activity in this filing. For investors, the item is informational rather than a material change to ownership structure.

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

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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^*

WULFSOHN WILLIAM A

(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	8,426	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 did William A. Wulfsohn report on Form 4 for MOD?

The Form 4 reports an award of 1,149 restricted stock units (RSUs) granted on 08/21/2025, increasing his direct holdings to 8,426 shares.

Was there any cash paid for the reported transaction on the Form 4 (MOD)?

No. The filing reports a $0 price because the transaction was an RSU award deferred under a prior election, not a cash purchase.

What is the reporting persons relationship to Modine (MOD)?

William A. Wulfsohn is reported as a Director of Modine Manufacturing Co. and the filing was made by one reporting person.

When will the RSUs convert to shares according to the Form 4?

The Form 4 states these are restricted stock units to be settled in shares based on the reporting persons deferral election; it does not specify exact settlement dates.

Who signed the Form 4 and when was it signed?

The Form 4 bears the signature of Erin J. Roth, Attorney-in-Fact and is dated 08/25/2025.