Modine (NYSE: MOD) CEO disposes shares privately to cover tax withholding

Rhea-AI Filing Summary

MODINE MANUFACTURING CO President and CEO Neil David Brinker disposed of 2,882 shares of common stock in a private transaction to cover tax withholding obligations. The tax-withholding disposition was priced at $271.26 per share and left him holding 235,430 shares directly after the transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brinker Neil David

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common stock	2,882	$271.26	$782K

Holdings After Transaction: Common stock — 235,430 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares disposed: 2,882 shares Disposition price per share: $271.26 per share Shares held after transaction: 235,430 shares

3 metrics

Tax-withholding shares disposed 2,882 shares Common stock used to cover tax withholding

Disposition price per share $271.26 per share Price for tax-withholding disposition

Shares held after transaction 235,430 shares Direct holdings after tax-withholding disposition

Key Terms

tax-withholding disposition, Payment of exercise price or tax liability by delivering securities, private transaction, Form 4

4 terms

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: Payment of exercise price or tax liability"

private transaction financial

"Shares disposed of in a private transaction to cover tax withholding."

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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^*

Brinker Neil David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2026

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	05/16/2026		F		2,882(1)	D	$271.26	235,430	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 disposed of in a private transaction to cover tax withholding.

	/s/ Erin J. Roth, Attorney-in-Fact	05/19/2026
	** 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)

FAQ

What did MODINE MANUFACTURING CO (MOD) report in this Form 4?

MODINE MANUFACTURING CO reported that President and CEO Neil David Brinker disposed of 2,882 shares of common stock. The shares were transferred in a private transaction specifically to cover tax withholding obligations, rather than representing an open-market purchase or sale of stock.

How many MOD (MODINE MANUFACTURING CO) shares did the CEO dispose of and at what price?

Neil David Brinker disposed of 2,882 MODINE MANUFACTURING CO common shares at $271.26 per share. The filing describes this as a transaction to cover tax withholding, aligning with the Form 4 code for payment of tax liability by delivering securities to the issuer or similar party.

How many MOD (MODINE MANUFACTURING CO) shares does the CEO hold after this transaction?

After the tax-withholding disposition, Neil David Brinker directly holds 235,430 shares of MODINE MANUFACTURING CO common stock. This total reflects his position following the 2,882-share transfer used to satisfy tax withholding obligations related to equity compensation, according to the Form 4 disclosure.

Was the MOD (MODINE MANUFACTURING CO) CEO’s Form 4 transaction an open-market sale?

The Form 4 indicates the MODINE MANUFACTURING CO CEO’s transaction was not an open-market sale. It is coded as a tax-withholding disposition, with a footnote stating the shares were disposed of in a private transaction specifically to cover tax withholding obligations, rather than a discretionary market trade.

What does the tax-withholding disposition mean for MOD (MODINE MANUFACTURING CO) investors?

A tax-withholding disposition generally reflects administrative handling of equity compensation, not a strategic buy or sell decision. For MODINE MANUFACTURING CO, the CEO used 2,882 shares to satisfy tax obligations while retaining 235,430 shares, suggesting routine compensation-related activity rather than a change in investment stance.