Item 5. Other Information
Item 5. Other Information.
On September 20, 2025 , Suresh V. 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. Subsequently, on September 20, 2025 , Mr. Garimella adopted a Stock Sale Plan (“the Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. 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 .
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.
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Item 6. Exhibits.
(a) Exhibits :
Exhibit No.
Description
Incorporated
Herein By
Reference
To
Filed
Herewith
10.1
Offer Letter dated as of August 26, 2025, by and between the Company and Jeremy Patten.
X
10.2
Form of Fiscal 2027 Performance Stock Award Agreement.
X
10.3
Form of Fiscal 2027 Restricted Stock Unit Award Agreement.
X
10.4
Form of Performance Stock Award Agreement with Jeremy Patten.
X
10.5
Form of Restricted Stock Award Agreement with Jeremy Patten.
X
31.1
Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer.
X
31.2
Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
X
32.1
Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer.
X
32.2
Section 1350 Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
X
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
X
101.SCH
Inline XBRL Taxonomy Extension Schema.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
10.1.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
10.1.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
X
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MODINE MANUFACTURING COMPANY
(Registrant)
By:
/s/ Michael B. Lucareli
Michael B. Lucareli, Executive Vice President, Chief Financial Officer*
Date: October 29, 2025
* Executing as both the principal financial officer and a duly authorized officer of the Company
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