Modine Manf SEC Filings

Modine Manufacturing Company announced that director Christopher W. Patterson will retire from the Board for personal reasons, effective November 17, 2025. The company noted he reported no disagreement regarding operations, policies, or practices. Upon his departure, the Board will be reduced from eleven to ten directors. Patterson served on the Human Capital and Compensation and Audit committees.

Modine Manufacturing Company filed its Q2 FY2026 10‑Q, reporting higher sales with steady profitability. For the three months ended September 30, 2025, net sales were $738.9 million versus $658.0 million a year ago, while diluted EPS was $0.83 versus $0.86. Operating income was $73.5 million compared with $75.3 million.

Segment mix and growth were notable. Climate Solutions net sales were $454.4 million and Performance Technologies were $286.3 million. Within Climate Solutions, Data Centers contributed $226.3 million. For the six months ended September 30, 2025, net sales were $1,421.7 million versus $1,319.5 million, and diluted EPS was $1.78 versus $1.73.

Balance sheet and cash flows reflected acquisitions and capacity expansion. Total assets rose to $2,385.9 million from $1,917.6 million, and long‑term debt increased to $525.8 million from $296.7 million. Net cash provided by operating activities was $29.1 million for the six months, with investing cash outflows of $238.3 million including $182.1 million for acquisitions (L.B. White $110.5 million, Climate by Design $64.4 million, AbsolutAire $11.3 million). The company signed a 7‑year operating lease for a manufacturing facility with future payments of approximately $44.0 million.

Upcoming pension actions are significant. Modine expects non‑cash pension settlement charges of approximately $120.0–$125.0 million and cash contributions of $20.0–$25.0 million during the second half of fiscal 2026. A new $400.0 million revolving credit facility and $200.0 million term loan mature in July 2030.

Modine Manufacturing Company filed an 8-K/A to amend its prior report by providing an updated Exhibit 99.2 earnings presentation, correcting information on page 4. The company states there are no other changes to Exhibit 99.2, and no changes to the original report or Exhibit 99.1.

Under Item 2.02, Modine furnished its press release announcing results for the second quarter ended September 30, 2025, and the updated presentation for its earnings call. Management plans to discuss results on a conference call at 11:00 a.m. Eastern Time on October 29, 2025. The materials are furnished, not filed, under the Exchange Act.

Modine Manufacturing Company (MOD) furnished an 8-K announcing its second-quarter results materials. The company issued a press release covering results of operations and financial condition for the second quarter ended September 30, 2025. A conference call is scheduled for 11:00 a.m. Eastern Time on October 29, 2025, led by President and CEO Neil D. Brinker and EVP & CFO Michael B. Lucareli.

Supporting materials include Exhibit 99.1 (press release dated October 28, 2025) and Exhibit 99.2 (October 29, 2025 earnings call presentation). The information under Item 2.02, including Exhibits 99.1 and 99.2, is furnished and not deemed filed under the Exchange Act.

Modine Manufacturing Co. (MOD) filed a Rule 144 notice reporting a planned sale of 1,311 shares of common stock through Morgan Stanley Smith Barney LLC on 10/03/2025, with an aggregate market value listed as $193,792.02 and 52,490,229 shares outstanding. The filing shows those 1,311 shares were acquired as Restricted Stock Units on 10/02/2024. The form also discloses prior Rule 10b5-1 sales by the same person of 6,621 shares on 07/31/2025 for gross proceeds of $841,915.00. The filer attests they are unaware of undisclosed material adverse information and, where applicable, references any 10b5-1 plan adoption date in the remarks.

Modine Manufacturing Co (MOD) officer Eric S. McGinnis disclosed insider sales in a Form 4. On 08/22/2025 he sold 20,868 shares at a weighted average price of $140.65 and 4,305 shares at $141.89. On 08/25/2025 he disposed of 759 shares in a private transaction to cover tax withholding at $138.12. Following these transactions the reporting person beneficially owned 19,207 shares, held directly. The Form 4 includes a footnote that the $140.65 price is a weighted average across multiple sale prices within $140.56 to $141.06 and offers to provide full breakdowns on request.

Modine Manufacturing Co (MOD) director Garimella Suresh V reported a grant and sales of common stock. On 08/21/2025 he received 1,149 restricted stock units that convert to one share each on their one-year vesting anniversary. On 08/22/2025 he sold 14,204 shares in multiple transactions executed under a Rule 10b5-1 plan adopted May 23, 2025, at weighted-average prices ranging roughly from $135.13 to $142.84. His beneficial ownership fell from 96,260 shares after the award to 82,056 shares following the sales. The filing was signed by an attorney-in-fact on 08/25/2025.

Modine Manufacturing Co (MOD) Form 4 summary: Christine Y. Yan, identified as a director and reporting person, reported on Form 4 that on 08/21/2025 she acquired 1,149 restricted stock units (RSUs) that were deferred by the reporting person. Each RSU represents a right to receive one share of Modine common stock and the RSUs were recorded at a price of $0. After this award, the reporting person beneficially owns 74,443 shares. The filing was signed on behalf of the reporting person by an attorney-in-fact on 08/25/2025. The filing notes that shares will be delivered according to the reporting person’s deferral election applicable to the RSUs.

William A. Wulfsohn, a director of Modine Manufacturing Co. (MOD), received an award of 1,149 restricted stock units (RSUs) on 08/21/2025 that were the result of a prior deferral election. Each RSU represents the right to one share of Modine common stock and was reported with a $0 price because it is a deferred award rather than an open-market purchase. Following this transaction the reporting person beneficially owns 8,426 shares in a direct ownership form. The Form 4 was signed by an attorney-in-fact on 08/25/2025.