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Modine proposes Modexus name after spinoff, Gentherm

Modine Manufacturing Company (MOD) reported that it plans to change its corporate name to Modexus Solutions after completing the spinoff of its Performance Technologies business and a merger with Gentherm.

(High)
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Modine Manufacturing Company (MOD) reported that it plans to change its corporate name to Modexus Solutions after completing the spinoff of its Performance Technologies business and a merger with Gentherm. The name change is subject to shareholder approval of an amendment to the company’s Articles of Incorporation.

The company disclosed these plans in a press release dated September 10, 2026, which is filed as an exhibit and incorporated by reference.

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Par value per common share $0.625 Par value of Modine Manufacturing Company common stock
Date of announcement September 10, 2026 Date of press release announcing Modexus Solutions plan
Commission File Number 001-01373 SEC registration reference for Modine Manufacturing Company
spinoff financial
"after completing the spinoff of its Performance Technologies business"
A spinoff is when a company separates part of its business into a new, independent company and gives existing shareholders shares in that new business. For investors, it matters because the move can clarify what each business is worth, let the separate companies focus on their own goals, and change risk and return — similar to converting one mixed-use property into two specialized apartments that may attract different buyers and rents.
merger financial
"and merger with Gentherm, subject to the Company shareholder approval"
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
Articles of Incorporation regulatory
"approval of an amendment to the Company’s Articles of Incorporation"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major change did MOD (Modine Manufacturing Company) announce?

Modine Manufacturing Company announced that it plans to change its name to Modexus Solutions after completing a spinoff of its Performance Technologies business and a merger with Gentherm, subject to shareholder approval of a name-change amendment to its Articles of Incorporation.

What transactions are tied to Modine (MOD) becoming Modexus Solutions?

The transition to the Modexus Solutions name is tied to two steps: a spinoff of Modine’s Performance Technologies business and a merger with Gentherm. The company states the name change will follow completion of these transactions and required shareholder approval.

Is shareholder approval required for Modine’s (MOD) name change to Modexus Solutions?

Yes. The company states the name change to Modexus Solutions is subject to shareholder approval of an amendment to Modine’s Articles of Incorporation to effect the change in the company’s name.

What business is Modine (MOD) spinning off as part of this plan?

Modine plans to complete a spinoff of its Performance Technologies business. The name change to Modexus Solutions is described as occurring after this spinoff and the merger with Gentherm are completed, subject to shareholder approval of a charter amendment.

How was Modine’s (MOD) Modexus Solutions announcement communicated to investors?

The company issued a press release on September 10, 2026, announcing the planned Modexus Solutions name, the Performance Technologies spinoff, and the Gentherm merger linkage. This press release is filed as Exhibit 99.1 and incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported) September 10, 2026

 

 

 

Modine Manufacturing Company

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Wisconsin

(State or Other Jurisdiction of Incorporation)

 

001-01373   39-0482000
(Commission
File Number)
  (IRS Employer
Identification No.)

 

     
1500 DeKoven Avenue, Racine, Wisconsin   53403
(Address of Principal Executive Offices)   (Zip Code)

 

(262) 636-1200

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, If Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class   Trading
Symbol
  Name of Each exchange
on Which Registered
Common stock, par value $0.625   MOD   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01Other Events.

 

On September 10, 2026, Modine Manufacturing Company (the “Company”) issued a press release announcing that it will become Modexus Solutions after completing the spinoff of its Performance Technologies business and merger with Gentherm, subject to the Company shareholder approval of an amendment to the Company’s Articles of Incorporation to effect the change in the Company’s name. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
99.1   Press release issued September 10, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MODINE MANUFACTURING COMPANY  
(Registrant)  
     
By: /s/ Erin J. Roth  
  Erin J. Roth  
  Vice President, General Counsel and Chief Compliance Officer  

 

Date: September 10, 2026

 

 

 

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