Modine Manf SEC Filings

A holder of Modine Manufacturing Company (MOD) common stock has filed a notice of proposed sale under Rule 144 for 1,100 shares, with an aggregate market value of 158,048.00. The planned sale is to be executed through Morgan Stanley Smith Barney LLC on the NYSE, with an approximate sale date of 01/22/2026.

The 1,100 shares of common stock were acquired on 07/21/2023 as restricted stock units from the issuer, with the form indicating “N/A” for the nature of payment. Shares outstanding were 52,648,568 at the time referenced, providing a baseline for the size of this proposed sale.

Modine Manufacturing Company reported an insider equity transaction by its President, Climate Solutions, on 01/05/2026. The officer exercised employee stock options to acquire 14,243 shares of common stock at an exercise price of $12.28 per share and an additional 11,140 shares at an exercise price of $12.62 per share. These transactions increased the officer’s directly held common stock to 44,590 shares following the reported activity.

The options exercised had previously vested in installments between 2022 and 2025, with expiration dates in 2031 and 2032. After these exercises, the Form 4 shows 0 derivative securities remaining under the reported option grants.

Modine Manufacturing Company entered into Amendment No. 1 to its Sixth Amended and Restated Credit Agreement with a syndicate of lenders and JPMorgan Chase Bank as administrative agent. The Amendment increases the aggregate revolving credit commitments by $150.0 million, raising total revolving capacity from $400.0 million to $550.0 million. It also modifies the expansion option to allow up to $250.0 million of future incremental revolving commitments and incremental term loans. In addition, Modine gained the ability, under specified conditions and at its own expense, to require a lender to assign its loans and commitments to an eligible replacement lender, provided that lender’s principal, interest, fees, and other amounts under the agreement are paid in full.

Modine Manufacturing Company disclosed that it has entered into a Retirement Letter Agreement with Eric S. McGinnis, President – Climate Solutions, in connection with his planned retirement. Mr. McGinnis has given formal notice that he will retire effective June 30, 2026, and will remain in his current role during a transition period to provide oversight.

During this transition period, he will continue as an at-will employee, receive his regular base pay and benefits, and accrue vacation, which will be paid in a lump sum after retirement. He will not receive additional long-term or management incentive plan awards for fiscal year 2027.

The agreement provides for continued and accelerated vesting of certain existing equity awards, subject to his continued employment through the retirement date and execution of a release of claims. All unvested restricted stock units from the fiscal 2025 and 2026 LTIP programs will vest on the retirement date, portions of a May 16, 2024 Special Equity Program Award may vest if performance conditions are met, and he may receive pro rata payouts on specified LTIP performance stock awards. The agreement also includes customary release, confidentiality, and cooperation provisions.

Modine Manufacturing Company reported insider share sales by its President and CEO, who is also a director. On December 2, 2025, he sold 25,025 shares of common stock at a weighted average price of $160.36 per share, followed by an additional sale of 6,846 shares at a weighted average price of $161.31 per share. After these transactions, he beneficially owns 238,312 shares of Modine common stock, held directly.

The filing explains that these transactions were executed under a pre-arranged Rule 10b5-1 trading plan that the executive entered into on March 24, 2025. The company notes that these trades complete all activity under that plan, and that the reported prices are weighted averages of multiple trades within narrow intraday price ranges.

A shareholder of MOD has filed a Form 144 notice to sell 31,871 shares of common stock through Rockefeller Financial LLC. The planned sale has an aggregate market value of $5,117,455 based on current pricing, with the shares listed on the NYSE and an approximate sale date of 12/02/2025. The issuer has 52,490,229 shares outstanding, which is a baseline figure for the company’s equity.

The shares to be sold were acquired through multiple restricted stock unit (RSU) grants from MOD on dates including 06/06/2025, 05/16/2025, 12/17/2024, 06/06/2024, 06/04/2024, and 05/31/2024. Each RSU grant converted into common shares on its respective acquisition and payment date, with specific grant sizes such as 694 shares on 06/06/2025 and 14,689 shares on 06/06/2024. The filer represents that they are not aware of any undisclosed material adverse information about the issuer.

Modine Manufacturing Company executive Erin J. Roth, who serves as VP, General Counsel and Chief Compliance Officer, reported a tax-related share disposition. On 11/27/2025, Roth had 516 shares of common stock withheld in a private transaction at $158.97 per share to cover tax obligations arising from equity compensation. After this transaction, Roth beneficially owns 3,867 Modine common shares, held directly.

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.