Item 5. Other Information
Item 5. Other Information.
During the three months ended June 30, 2026, Michael B. Lucareli, Executive Vice President, Chief Financial Officer of the Company and Arthur Laszlo Jr., President , Data Centers, adopted stock sale arrangements (each a “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Each Plan provides for the sale of shares of Modine common stock subject to a specified formula and other terms and conditions. The date of adoption, duration of sales period, and maximum number of shares to be sold under each Plan are as follows:
Date of
Date of Adoption
Duration of Sales Period
Maximum No. of Shares to be Sold
Michael B. Lucareli
June 18, 2026
November 15, 2026 to December 31, 2027
60,000
Arthur Laszlo Jr.
June 16, 2026
September 15, 2026 to December 31, 2026
5,185
During the three months ended June 30, 2026, 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
4.1
Amendment No. 2 to Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, dated as of April 30, 2026.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated April 30, 2026
4.2
Sixth Amendment to the Second Amended and Restated Note Purchase Agreement, dated as of July 10, 2026.
X
10.1
Form of Fiscal 2027 Restrictive Covenant Agreement.
X
10.2
Offer Letter dated as of June 1, 2026, by and between the Company and Michael Mahan.
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
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.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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Table of Contents
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: July 30, 2026
* Executing as both the principal financial officer and a duly authorized officer of the Company
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.