MODINE MANUFACTURING CO 10-Q

Item 5. Other Information. During the three months ended December 31, 2024, each of Neil D. Brinker, President and Chief Executive Officer of the Company, Michael B. Lucareli, Executive Vice President, Chief Financial Officer of the Company, and Brian J. Agen, Vice President, Chief Human Resources Officer of the Company, ado pted 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 Adoption Duration of Sales Period Maximum No. of Shares to be Sold Neil D. Brinker December 20, 2024 June 5, 2025 to December 31, 2025 3,400 + TBD (a) Michael B. Lucareli November 7, 2024 February 6, 2025 to September 30, 2026 174,402 Brian J. Agen December 18, 2024 March 19, 2025 to December 31, 2025 47,939 _________ (a) Maximum number of shares to be sold under Mr. Brinker ’ s Plan to be equal to 3,400 vested restricted stock units, plus 100% of the shares resulting from the vesting of certain currently unvested restricted stock units during the sales period, net of shares surrendered to the Company or sold to cover withholding taxes. ​ During the three months ended December 31, 2024, no director or “officer” of the Company 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. 37 Table of Contents Item 6. Exhibits. (a) Exhibits : ​ ​ ​ ​ ​ ​ ​ ​ Exhibit No. Description Incorporated Herein By Reference To Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ 38 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: February 5, 2025 * Executing as both the principal financial officer and a duly authorized officer of the Company ​ 39