Other Information.
−Removed: During the three months ended December 31, 2024, each of Neil D.
−Removed: Brinker, President and Chief Executive Officer of the Company, Michael B.
−Removed: Lucareli, Executive Vice President, Chief Financial Officer of the Company, and Brian J.
−Removed: 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.
−Removed: Each Plan provides for the sale of shares of Modine common stock subject to a specified formula and other terms and conditions.
−Removed: The date of adoption, duration of sales period, and maximum number of shares to be sold under each Plan are as follows:
−Removed: Date of Adoption
−Removed: Duration of Sales Period
−Removed: of Shares to be Sold
−Removed: December 20, 2024
−Removed: June 5, 2025 to December 31, 2025
−Removed: 3,400 + TBD (a)
−Removed: November 7, 2024
−Removed: February 6, 2025 to September 30, 2026
−Removed: December 18, 2024
−Removed: March 19, 2025 to December 31, 2025
−Removed: (a) Maximum number of shares to be sold under Mr.
−Removed: 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.
−Removed: 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.
+Added: On May 23, 2025 , Suresh V.
+Added: 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.
+Added: 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 .
+Added: 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.
(a) Exhibits :
+Added: Herein By Reference To
+Added: 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.
+Added: Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 29, 2025
+Added: Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025.
+Added: Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated July 10, 2025
+Added: Fifth Amendment to the Second Amended and Restated Note Purchase Agreement, dated as of July 10, 2025.
+Added: Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated July 10, 2025
Rule 13a-14(a)/15d-14(a) Certification of Neil D.
17 unchanged sentences
Lucareli, Executive Vice President, Chief Financial Officer*
−Removed: February 5, 2025
+Added: July 31, 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.