Other Information.
−Removed: On May 23, 2025 , Suresh V.
−Removed: Garimella , a director , adopted a stock sale arrangement (the “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
−Removed: The Plan provides for the sale of 72,344 shares of Modine common stock subject to a specified schedule and other terms and conditions, beginning on August 22, 2025 and ending on September 2, 2027 .
−Removed: During the three months ended June 30, 2025, no other director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: On September 20, 2025 , Suresh V.
+Added: Garimella , a director , terminated the Rule 10b5-1 trading plan that he adopted on May 23, 2025 , which was previously scheduled to expire on September 2, 2027.
+Added: Subsequently, on September 20, 2025 , Mr.
+Added: Garimella adopted a Stock Sale Plan (“the Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: The Plan provides for the sale of 20,000 shares of Modine common stock subject to a specified schedule and other terms and conditions, beginning December 20, 2025 and ending on June 29, 2027 .
+Added: During the three months ended September 30, 2025, no other director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
(a) Exhibits :
−Removed: Herein By Reference To
−Removed: Agreement and Plan of Merger by and among LBW Holding Corp., Modine Manufacturing Company, Tyrolean Holding Corp., and Mason Wells Buyout Fund IV, LP, as Stockholders Agent, dated as of May 29, 2025.
−Removed: Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 29, 2025
−Removed: Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025.
−Removed: Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated July 10, 2025
−Removed: Fifth Amendment to the Second Amended and Restated Note Purchase Agreement, dated as of July 10, 2025.
−Removed: Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated July 10, 2025
+Added: Offer Letter dated as of August 26, 2025, by and between the Company and Jeremy Patten.
+Added: Form of Fiscal 2027 Performance Stock Award Agreement.
+Added: Form of Fiscal 2027 Restricted Stock Unit Award Agreement.
+Added: Form of Performance Stock Award Agreement with Jeremy Patten.
+Added: Form of Restricted Stock Award Agreement with Jeremy Patten.
Rule 13a-14(a)/15d-14(a) Certification of Neil D.
17 unchanged sentences
Lucareli, Executive Vice President, Chief Financial Officer*
−Removed: July 31, 2025
+Added: October 29, 2025
* Executing as both the principal financial officer and a duly authorized officer of the Company
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.