Agen Brian Jon 4

What Happened

• Brian Jon Agen, Vice President and Chief Human Resources Officer of Modine Manufacturing (MOD), received an award of 28,318 shares as settlement of performance stock (performance period 2024–2026) and simultaneously had 13,310 shares disposed to cover tax withholding. The withheld shares were valued at $295.88 each, producing proceeds of $3,938,163. Net shares added to his holdings from the settlement: 15,008 shares.

Key Details

• Transaction date: 2026-05-26 (reported on Form 4 filed 2026-05-28).
• Award: 28,318 shares issued (code A) at $0.00 (performance stock settlement).
• Tax withholding: 13,310 shares disposed (code F) at $295.88 per share; total proceeds $3,938,163.
• Net new shares from the settlement: 15,008 shares (28,318 issued − 13,310 withheld).
• Footnotes: F1 — shares issued in settlement of performance stock for 2024–2026; F2 — total holdings include 1,474 shares in his Modine 401(k) account; F3 — shares disposed in a private transaction to cover tax withholding.
• Shares owned after the transaction were not specified in the summary filing provided.
• Filing appears timely (transaction date 5/26/2026; Form 4 filed 5/28/2026).

Context

• This was not an open‑market purchase or a discretionary sale for investment purposes—shares were issued as earned performance awards and a portion was withheld/sold to satisfy tax obligations (a routine administrative step).
• Tax-withholding dispositions (code F) are common when companies settle equity awards; they do not necessarily indicate a change in the insider’s view of the company.