Modine CFO cashes options, nets ~$10M; ownership now 66,920 shares

Rhea-AI Filing Summary

Modine Manufacturing Co. (MOD) – Form 4 insider filing

EVP & CFO Michael B. Lucareli reported option exercises and related sales executed on 31 Jul 2025 under a Rule 10b5-1 trading plan adopted 7 Nov 2024.

• Options exercised: 26,439 shares (14,443 @ $17.90; 11,996 @ $13.26).
• Open-market sales: 80,661 shares at weighted-average prices between $125.00 and $131.91, generating gross proceeds of roughly $10.3 million.
• Net effect: Lucareli decreased his direct holdings by 54,222 shares; he now owns 66,920 common shares, which include 971 units held in the Modine 401(k) plan.
• No derivative securities remain outstanding from the exercised grants.

The filing, signed 4 Aug 2025, provides transparency into senior management’s equity activity but does not reference company performance or guidance.

Positive

• Officer retains 66,920 shares, maintaining a continued equity interest in the company despite sales.

Negative

• CFO sold 80,661 shares on 31 Jul 2025, reducing direct ownership by 54,222 shares.
• Large dollar proceeds (~$10.3 m) could be viewed as a bearish signal by the market.

Insights

Securities Analyst

TL;DR: Large CFO sale (~$10 m) signals profit-taking; stake remains 66.9k shares.

The EVP & CFO exercised low-priced options and immediately sold 80.7k shares at ~7× exercise cost. After the transactions, he still retains 66.9k shares, but his position fell by roughly 45%. Such sizable monetisation may be interpreted by investors as a potential short-term negative sentiment indicator, even though the trades were executed under a pre-arranged 10b5-1 plan. No new information on fundamentals is provided, so valuation impact should be modest unless the market is sensitive to insider activity.

Corporate Governance Expert

TL;DR: Rule 10b5-1 plan limits motive concerns; still, scale of sale is material.

Because the plan was adopted well before execution, the transactions meet safe-harbor requirements, mitigating legal or ethical issues. Nonetheless, the CFO’s net sale of 54,222 shares represents a meaningful reduction in personal exposure, which boards and investors often monitor for alignment. Retention of a sizeable residual stake and disclosure of weighted-average prices comply with best-practice transparency standards.

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).

X

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		M		14,443(1)	A	$17.9	135,585(2)	D
Common stock	07/31/2025		M		11,996(1)	A	$13.26	147,581(2)	D
Common stock	07/31/2025		S		11,996(1)	D	$125	135,585(2)	D
Common stock	07/31/2025		S		9,096(1)	D	$126.76(3)	126,489(2)	D
Common stock	07/31/2025		S		5,100(1)	D	$127.87(4)	121,389(2)	D
Common stock	07/31/2025		S		247(1)	D	$129.6	121,142(2)	D
Common stock	07/31/2025		S		1,500(1)	D	$125	119,642(2)	D
Common stock	07/31/2025		S		200(1)	D	$126.6(5)	119,442(2)	D
Common stock	07/31/2025		S		17,136(1)	D	$128.26(6)	102,306(2)	D
Common stock	07/31/2025		S		9,985(1)	D	$129.15(7)	92,321(2)	D
Common stock	07/31/2025		S		19,466(1)	D	$130.26(8)	72,855(2)	D
Common stock	07/31/2025		S		5,260(1)	D	$131.16(9)	67,595(2)	D
Common stock	07/31/2025		S		675(1)	D	$131.91(10)	66,920(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
Employee stock option (Right to buy)	$17.9	07/31/2025		M			14,443(1)	05/30/2022	05/30/2028	Common stock	14,443	$0	0	D
Employee stock option (Right to buy)	$13.26	07/31/2025		M			11,996(1)	05/29/2023	05/29/2029	Common stock	11,996	$0	0	D

Explanation of Responses:

1. The reported transactions were completed pursuant to a trading plan entered into by Mr. Lucareli on November 7, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.00 to $126.93, inclusive. The reporting person undertakes to provide to Modine Manufacturing Company, any security holder of Modine Manufacturing Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (10) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.84 to $128.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.47 to $127.13, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.70 to $128.69, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.70 to $129.69, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.70 to $130.67, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.72 to $131.68, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.73 to $132.11, inclusive.

	/s/ Erin J. Roth, Attorney-in-Fact	08/04/2025
	** 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

How many MOD shares did CFO Michael Lucareli sell on 31 Jul 2025?

He sold 80,661 common shares at weighted-average prices ranging from $125.00 to $131.91.

What options did Lucareli exercise before the sales?

He exercised 14,443 options at $17.90 and 11,996 options at $13.26, totaling 26,439 shares.

How many MOD shares does the CFO still own after the transactions?

Lucareli now directly owns 66,920 shares, which include 971 units in his 401(k) plan.

Were the transactions part of a 10b5-1 plan?

Yes. The trades were executed under a Rule 10b5-1 plan adopted on 7 Nov 2024.

When was the Form 4 filed?

The Form 4 was filed on 4 Aug 2025 and covers transactions dated 31 Jul 2025.