MODINE MANUFACTURING CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A** INFORMATION**

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.** **)

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☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

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1500 DeKoven Avenue

Racine, Wisconsin 53403-2552

Notice of Annual Meeting of Shareholders

To the Shareholders of Modine Manufacturing Company:

Notice is hereby given that the Annual Meeting of Shareholders of Modine Manufacturing Company will be held in virtual format onThursday, August 20, 2026, at 8:00 a.m. CDT.There will be no physical location for the Annual Meeting.

You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/MOD2026 where you will be able to attend and participate online, vote your shares electronically, and submit questions prior to and during the meeting.

Who may vote:

You may vote if you were a shareholder of record at the close of business on June 22, 2026, which is the Record Date for the Annual Meeting.

Matters to vote on:

1. Election of the Company-nominated slate of three directors for terms expiring in 2029;

2. Advisory approval of the Company’s named executive officer compensation;

3. Ratification of the appointment of the Company’s independent registered public accounting firm; and

4. Consideration of any other matters properly brought before the shareholders at the meeting.

We have elected to furnish our proxy materials for the 2026 Annual Meeting over the Internet. Accordingly, beginning on or about July 10, 2026, we mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the attached proxy statement and our annual report to shareholders via the Internet, and how to vote online.

Holders of a majority of the votes entitled to be cast must be present in person or by proxy in order for the Annual Meeting to be held. Regardless of whether you expect to attend the Annual Meeting virtually, you are urged to vote electronically via the Internet, by a telephone vote or, as applicable, by completing and mailing the proxy card. Instructions for electronic voting via the Internet and telephonic voting are contained in the Notice, or, as applicable, on the accompanying proxy card. If you attend the meeting and wish to vote your shares personally, you may do so by revoking your proxy at any time prior to the voting thereof. You may revoke your proxy at any time before it is voted by advising the Company’s Secretary in writing (including by submitting a duly executed proxy bearing a later date or voting via the Internet) or by telephone of such revocation.

**Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 20, 2026:**The annual report to shareholders and proxy statement of Modine Manufacturing Company are available for review at www.virtualshareholdermeeting.com/MOD2026. Instructions on how to access and review the materials on the Internet can be found on the Notice and, as applicable, the accompanying proxy card.