Brinker Neil David 4

What Happened

• Neil D. Brinker, President & CEO and a director of Modine Manufacturing Co. (MOD), was issued 215,464 shares on May 26, 2026 as the settlement of a performance stock award (performance period 2024–2026). The award shares were granted at $0.00 (no cash paid).
• On the same date, 87,517 of those shares were disposed of at $295.88 per share in a private transaction to cover tax withholding, equal to $25,894,530.

Key Details

• Transaction dates: May 26, 2026 (award and disposal); Form 4 filed May 28, 2026.
• Award: 215,464 shares issued in settlement of performance stock (footnote F1).
• Tax withholding: 87,517 shares disposed in a private transaction to satisfy tax withholding (footnote F2); price reported $295.88/share, proceeds ~$25.9M.
• Transaction types/codes: A = Award/Grant (shares issued), F = Tax withholding (shares surrendered/disposed).
• Shares owned after transaction: Not specified in this filing.

Context

• This was a performance-based equity settlement, not an open-market buy or a discretionary sale; the subsequent disposal of shares was to cover tax liabilities and is a routine administrative step rather than a market-timed sale.
• For retail investors, awards increase insider holdings but tax-withholding disposals reduce the net new shares received; these filings are informational and do not by themselves indicate the insider’s view of the company’s prospects.