Modine Manufacturing Co. SEC filings document material-event disclosures for a thermal management manufacturer with common stock listed on the New York Stock Exchange under MOD. The record includes Form 8-K and 8-K/A reports covering operating results, earnings-call materials, amendments to credit agreements, capital-structure disclosures, and written communications related to portfolio transactions.
Modine filings also address governance and management matters, including board and executive transition disclosures and related compensation arrangements. These documents provide formal reporting on financing arrangements involving Modine and Airedale International Air Conditioning Limited as borrowers, segment-related transaction matters, shareholder voting topics, and the company’s registered common stock.
Modine Manufacturing Co. (MOD) reported that its President, Data Centers, Michael Bernard Mahan, received an award of 328 restricted stock units on November 2, 2026. The units vest 33% on November 2, 2027, 33% on November 2, 2028, and the remaining 34% on November 2, 2029. Each unit represents a contingent right to receive one MOD common share. The reported direct position after the transaction was 1,243 shares.
Modine Manufacturing Company (MOD) reported second-quarter fiscal 2027 net sales of $994.4 million, up 35% from a year earlier, and operating income of $97.8 million, up 33%. Net earnings attributable to Modine were $30.0 million, versus $44.4 million; the quarter included $29.5 million of income tax expense related to legal-entity restructuring. Gross margin declined 160 basis points to 20.7%, with higher material costs among the stated drivers.
For the first six months of fiscal 2027, sales were $1,868.5 million, up 31%, while operating cash flow was negative $57.1 million, compared with positive $29.1 million a year earlier. Modine reported operating inefficiencies associated with rapid data-center capacity expansion and supplier constraints.
On October 1, 2026, Modine completed the spin-off of Performance Technologies and its combination with Gentherm; shareholders received newly issued Gentherm shares representing approximately 44% post-transaction ownership. Modine received a $156.0 million cash distribution and a $42.6 million cash transfer, subject to post-closing adjustment, and used $198.6 million to repay revolving-credit borrowings. It intends to change its name to Modexus Solutions, Inc., subject to shareholder approval and completion of other regulatory steps; its MOD ticker will continue.
Modine Manufacturing Company (MOD) reported second-quarter fiscal 2027 net sales of $994.4 million, up 35% from $738.9 million a year earlier. Data Centers revenue grew 95% and Commercial HVAC revenue 23%. Gross profit rose 25% to $205.4 million, while gross margin fell 160 basis points to 20.7%. Operating income increased 33% to $97.8 million, and adjusted EBITDA rose 31% to $136.2 million. Diluted earnings per share declined 33% to $0.56 from $0.83, reflecting a higher income-tax provision tied to legal-entity restructuring; adjusted earnings per share increased 27% to $1.35.
For fiscal 2027, Modine expects continuing-business net sales of $3.1 to $3.2 billion and adjusted EBITDA of $470 million to $500 million; revenue is expected to rise 50% to 55% and adjusted EBITDA to grow more than 50%, excluding Performance Technologies from both periods. Performance Technologies will be reported as discontinued operations beginning in the third fiscal quarter. Six-month operating cash flow was a use of $57.1 million, versus $29.1 million provided a year earlier, and free cash flow was a use of $145.6 million versus $30.3 million. Modine expects $20 million to $25 million of additional costs in the second half of fiscal 2027 for its Reverse Morris Trust transaction with Gentherm.
Modine Manufacturing Company (MOD) adopted an Executive Severance Plan for Executive Vice President and Chief Financial Officer Michael B. Lucareli and Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer Erin J. Roth, replacing their Supplemental Severance Plan coverage. Regular severance multiples are 1.5x for Lucareli and 1.0x for Roth; on the date of, or within 24 months following, a Change in Control, they are 2.5x and 2.0x.
President and Chief Executive Officer Neil D. Brinker’s amended terms provide 2x the sum of base salary and target annual bonus when he is not entitled to benefits under his Change in Control Agreement, and 3x the sum of base salary and the greater of target annual bonus or the average of his three most recent annual bonus payments for a qualifying termination within 24 months following a Change in Control. Performance Stock Awards will use the greater of target or extrapolated performance after a Change in Control; a qualifying termination within 12 months results in payout without service proration.
Modine Manufacturing Company (MOD) asks shareholders to approve an amendment changing its corporate name to Modexus Solutions, Inc. The request follows the October 1, 2026, completion of the separation of its Performance Technologies business and combination with Gentherm Incorporated. Ownership of the Modine trademark transferred with that business, and Modine agreed to change its name within six months, while retaining specified rights under a trademark license.
If approved, the new name becomes effective when Modine files Articles of Amendment with the Wisconsin Department of Financial Institutions. The Board may delay or abandon the change without another shareholder vote. Modine’s common stock will remain listed on the New York Stock Exchange under the symbol MOD, and the CUSIP and shareholder rights will remain unchanged. Approval requires two-thirds of all votes entitled to be cast; abstentions and shares not voted count as votes against. The virtual meeting is scheduled for November 13, 2026, and shareholders of record on October 9, 2026, may vote.
Modine Manufacturing Co.'s President, Commercial HVAC, Michael Bernard Mahan, acquired an award of 915 restricted stock units on July 13, 2026. Each unit represents a contingent right to receive one share of MOD common stock. The reported direct position following the transaction was 915 shares. The units vest 33% on July 13, 2027, 33% on July 13, 2028, and the remaining 34% on July 13, 2029.
Modine Manufacturing Company completed the spin-off of its Performance Technologies business and its combination with Gentherm in a Reverse Morris Trust transaction on October 1, 2026. The unaudited pro forma statements present Performance Technologies as discontinued operations. For the fiscal year ended March 31, 2026, pro forma net sales were $2,055.4 million, net earnings attributable to Modine were $54.0 million, and diluted earnings per share were $1.00.
The pro forma balance sheet as of June 30, 2026, lists total assets of $2,100.4 million and cash and cash equivalents of $54.1 million. The statements are illustrative, not necessarily indicative of results had the transaction occurred on the assumed dates or of future results. Modine said its estimates for discontinued operations are preliminary and could change as it finalizes accounting for its quarterly report for the period ended December 31, 2026.
MODINE MANUFACTURING CO (symbol: MOD) is the issuer of record for a Form 4 filing submitted to the SEC.
Modine Manufacturing Company (MOD) completed the spin-off of its Performance Technologies business and its combination with Gentherm in a Reverse Morris Trust transaction. Modine shareholders of record September 28, 2026 received 0.44619 Gentherm shares for each Modine share; Gentherm issued 23,735,961 shares in total. Former Modine holders owned approximately 43.62% of the combined company immediately after closing, excluding overlapping ownership.
Modine received an approximately $156 million cash distribution from SpinCo and used the net proceeds to prepay outstanding borrowings. SpinCo's term loan used to fund the distribution is an obligation of SpinCo and, following the merger, Gentherm and its subsidiaries—not Modine. The transaction valued Performance Technologies at approximately $946.4 million, based on Gentherm's September 30, 2026 closing price.
Ancillary agreements address taxes and employee matters, transitional services, and intellectual property and trademark licenses. Modine's services were anticipated to range from one to three months up to 12 months; SpinCo's IT services may run up to 12 months. Service recipients may terminate early on 45 days' notice or extend a service for up to six months. Modine's proposed name change to Modexus Solutions remains subject to shareholder approval.
Modine Manufacturing Co. (MOD) reports that President, Perf. Technologies Jeremy Michael Patten had 631 common shares withheld by the issuer on September 28, 2026, to meet tax-withholding obligations when 1,654 RSUs vested and settled. The reported direct common-stock position following the transaction was 2,746 shares. Of the RSUs, 560 were accelerated by the issuer’s board to vest that day; 1,094 vested under their terms at 12:01 a.m. Eastern Time on the defined Record Date.