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Modine Manufacturing Company describes progress on the planned spin-off of its Performance Technologies business into Platinum SpinCo Inc. and subsequent merger with Gentherm via a Reverse Morris Trust. Gentherm has filed a Form S-4, SpinCo has filed a Form 10, and Modine has sought an IRS determination letter on the transaction’s tax treatment. Closing is targeted before year-end, subject to regulatory and shareholder approvals and other conditions.
Performance Technologies faces soft demand: heavy-duty equipment sales rose 1% (about $1 million), while on-highway sales fell 5% (about $9 million). Segment adjusted EBITDA margin was 13%, down 10 basis points, partly offset by $2 million of SG&A savings. Corporate SG&A includes $7.1 million of spin-related costs, yet total SG&A fell 60 basis points to 11.8% of sales.
For fiscal 2027, Modine projects total sales growth of 20%–35%, with Data Center sales up 60%–80%, Commercial HVAC up 5%–10%, and Performance Technologies flat to up 5%. Adjusted EBITDA is expected between $650 million and $680 million, implying over 40% growth and 100–200 basis points of margin improvement. Free cash flow is projected at 4%–6% of sales.
Modine Manufacturing Company reported first-quarter fiscal 2027 net sales of $874.1 million, up 28% from a year earlier, driven mainly by higher Data Centers revenue. Gross profit rose to $182.0 million, but gross margin declined to 20.8% from 24.2% as higher material costs and capacity-related inefficiencies pressured profitability.
Operating income was $74.8 million versus $75.7 million a year ago, as higher SG&A and restructuring costs offset volume gains. Net earnings attributable to Modine increased to $73.9 million and diluted EPS to $1.37, aided by $26.5 million of tax benefits from stock-based compensation. Cash from operations improved to $41.4 million, while capital expenditures increased to $46.4 million, largely to expand data center capacity.
The company is preparing a Reverse Morris Trust transaction to spin off its Performance Technologies segment and combine it with Gentherm. Modine shareholders are expected to own approximately 40% of the combined company, and Modine is to receive $210.0 million of cash to repay debt, subject to closing conditions.
Modine Manufacturing reported first‑quarter fiscal 2027 results with net sales up 28% to $874.1 million, driven by strong growth in its targeted businesses. Data Centers revenue rose 90% to $348.6 million and Commercial HVAC grew 22% to $261.6 million, while Performance Technologies declined slightly. Gross profit increased to $182.0 million, but gross margin fell 340 basis points to 20.8% as all segments experienced lower margins, including temporary supply‑chain constraints in Data Centers.
Selling, general and administrative expenses increased 22% to $103.3 million, reflecting growth investments, acquisition-related costs and spending for the planned spin‑off of the Performance Technologies segment. Operating income was $74.8 million, essentially flat year over year, while net earnings rose to $74.3 million and diluted EPS to $1.37; adjusted EPS reached $1.53. Adjusted EBITDA increased to $106.5 million. Operating cash flow improved to $41.4 million, though free cash flow was a $5.0 million use due to higher capex, mainly to expand Data Centers capacity. Net debt increased to $432.9 million. Management cited three consecutive quarters of record order intake and a backlog nearly double year‑ago levels, and reaffirmed fiscal 2027 guidance for 20%–35% net sales growth and $650–$680 million adjusted EBITDA, while confirming that the Performance Technologies Reverse Morris Trust transaction with Gentherm remains on track to close in the fourth calendar quarter of 2026.
BlackRock, Inc. reports beneficial ownership of common stock of Modine Manufacturing Co. BlackRock and its reporting business units hold 2,569,308 shares, representing 4.9% of the outstanding common stock. It has sole voting power over 2,476,576 shares and sole dispositive power over 2,569,308 shares, with no shared voting or dispositive power. Various underlying clients have economic interests in these shares, but no single client exceeds five percent of Modine’s outstanding common stock.
Modine Manufacturing Company reorganized its Climate Solutions segment effective April 1, 2026, creating two operating segments: Data Centers and Commercial HVAC. Beginning with the first quarter of fiscal 2027, it will report three segments: Data Centers, Commercial HVAC and Performance Technologies. The realignment had no impact on consolidated financial position, results of operations or cash flows.
Modine furnished unaudited historical segment results recast to this structure for each quarter and the full fiscal year ended March 31, 2026. For that year, consolidated net sales were 3,181.1 million, including 1,108.2 million in Data Centers, 973.8 million in Commercial HVAC and 1,131.8 million in Performance Technologies. Operating income was 342.4 million and adjusted EBITDA was 471.0 million.
In January 2026, Modine and Gentherm agreed to a Reverse Morris Trust transaction to spin off and combine Performance Technologies with Gentherm, which Modine anticipates closing by the end of calendar 2026, subject to Gentherm shareholder approval and other customary conditions. Because the pending spin-off does not constitute a sale under U.S. GAAP, Modine has not classified Performance Technologies as held for sale and expects to classify it as a discontinued operation when the transaction is completed. Modine also explains how it calculates non-GAAP adjusted EBITDA and adjusted EBITDA margin at both the consolidated and segment level.
Michael Bernard Mahan, President, Commercial HVAC at Modine Manufacturing Company (MOD), is identified as a reporting person in an initial Form 3. The Form 3 reports no transactions, no derivative positions, and does not list any equity holdings in Modine securities for him at the time reported.
Modine Manufacturing Company will hold a virtual Annual Meeting of Shareholders on August 20, 2026 at 8:00 a.m. CDT for holders of record as of June 22, 2026. Shareholders will vote on three company-nominated directors for terms expiring in 2029, an advisory say-on-pay proposal, and ratification of the independent registered public accounting firm.
The proxy describes a pending Reverse Morris Trust transaction under which Modine’s Performance Technologies relevant business will be combined with Gentherm Incorporated, with closing expected on or by the end of calendar 2026 subject to Gentherm shareholder and regulatory approvals. Leadership changes tied to this include the expected transition of Jeremy Patten to Gentherm and the June 30, 2026 retirement of Eric McGinnis.
The Board will move from ten to nine members after a scheduled director retirement and remains majority independent under NYSE standards. The filing details committee structures, sustainability oversight, director and executive stock ownership, and a pay-for-performance program featuring Adjusted EBITDA-based annual incentives and long-term equity awards for executives and directors.
MODINE MANUFACTURING CO executive Mark D. Hudson, who serves as VP, Corporate Controller & CAO, filed an initial Form 3 reporting his ownership in the company. The filing shows direct holdings of 71,771 shares of common stock, establishing his reported starting position as an insider.
Modine Manufacturing VP and CHRO Brian Jon Agen sold 38,282 shares of common stock in open-market transactions on June 18, 2026. The sales were executed at weighted-average prices within ranges from $284.51 to $300.05 per share under a pre-established Rule 10b5-1 trading plan, which the filing states is now fully completed. Following these sales, he directly holds 66,343 shares of Modine common stock, including units held in his Modine 401(k) Retirement Plan account.
MODINE MANUFACTURING CO executive Eric S. McGinnis, President, Commercial HVAC, executed an open-market sale of 1,020 shares of common stock on June 18, 2026 at an average price of $295.065 per share. Following this transaction, he directly holds 28,364 MOD shares.