MODINE MANUFACTURING CO 10-Q

Item 5. Other Information. On May 23, 2025 , Suresh V. 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. 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 . 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. ​ ​ ​ ​ ​ ​ 34 Table of Contents Item 6. Exhibits. (a) Exhibits : ​ ​ ​ ​ ​ ​ ​ ​ Exhibit No. ​ Description Incorporated Herein By Reference To ​ Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ 2.1 ​ 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. ​ Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 29, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025. ​ Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated July 10, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Fifth Amendment to the Second Amended and Restated Note Purchase Agreement, dated as of July 10, 2025. ​ Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated July 10, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ 35 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 31, 2025 * Executing as both the principal financial officer and a duly authorized officer of the Company ​ 36