Modine updates Gentherm spin-merger terms, adds shares

MOD details revised terms for the Gentherm–Performance Technologies combination, including more Gentherm shares, reduced cash to Modine and an expected 56.4%/43.6% ownership split.

Rhea-AI Filing Summary

Modine Manufacturing Company (MOD) described updated terms for the anticipated combination of Gentherm Incorporated with Modine’s Performance Technologies business. Modine will spin off the Performance Technologies business, held by Platinum SpinCo Inc., via a pro rata distribution of one SpinCo share for each Modine common share held as of the September 28, 2026 record date, followed immediately by a merger of SpinCo into a Gentherm subsidiary.

The exchange ratio in the merger is expected to be increased, and Gentherm is expected to issue approximately 2,902,466 additional Gentherm shares. To offset this, SpinCo’s cash distribution to Modine will be reduced from $210 million to $159 million, and Gentherm will pay a special cash dividend of about $58.35 million to Gentherm shareholders of record on September 29, 2026. Based on the expected exchange ratio and 31,230,226 fully diluted Gentherm shares as of September 16, 2026, post-closing ownership of the combined company is expected to be about 56.4% Gentherm shareholders and 43.6% former SpinCo holders, subject to satisfaction or waiver of closing conditions.

Key Figures

Additional Gentherm shares to be issued: 2,902,466 shares Original SpinCo cash distribution to Modine: $210 million Revised SpinCo cash distribution to Modine: $159 million +5 more

8 metrics

Additional Gentherm shares to be issued 2,902,466 shares Expected incremental Gentherm common shares to be issued in the merger

Original SpinCo cash distribution to Modine $210 million Cash distribution from SpinCo to Modine prior to the merger before revision

Revised SpinCo cash distribution to Modine $159 million Reduced cash distribution from SpinCo to Modine to offset added Gentherm shares

Gentherm special cash dividend $58,350,533 Aggregate special dividend to Gentherm shareholders of record on September 29, 2026

Fully diluted Gentherm shares 31,230,226 shares Fully diluted Gentherm common shares as of September 16, 2026

Post-merger Gentherm shareholder ownership 56.4% Expected percentage of combined company owned by pre-closing Gentherm shareholders

Post-merger former SpinCo holder ownership 43.6% Expected percentage of combined company owned by former SpinCo shareholders

SpinCo distribution record date September 28, 2026 Record date for Modine shareholders to receive SpinCo shares

Key Terms

spin off, exchange ratio, special cash dividend, record date, +1 more

5 terms

spin off financial

"Modine will spin off the Performance Technologies business, which is held by Platinum SpinCo Inc."

A spin-off is when a company separates one part of its operations into a new, independent company and distributes shares of that new business to existing shareholders. Think of it like a parent splitting a large household into two smaller homes so each can manage its own budget and goals. Investors watch spin-offs because they can reveal hidden value, change growth and risk profiles, and create separate investment choices that may trade at different prices than the original company.

exchange ratio financial

"each share of SpinCo common stock will automatically convert ... equal to the exchange ratio"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

special cash dividend financial

"Gentherm will pay a special cash dividend to Gentherm shareholders of record"

A special cash dividend is a one-time, extra cash payment a company gives to its shareholders in addition to its regular dividends, like a bonus check sent out when a business has more cash than usual. It matters to investors because it delivers immediate cash value, can signal that the company has strong short-term cash or limited opportunities to reinvest, and typically reduces the company’s cash reserves and may affect the stock price and tax treatment for recipients.

record date financial

"The Modine Board of Directors has set the close of business on September 28, 2026 as the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

wholly owned subsidiary financial

"Platinum SpinCo Inc., a wholly owned subsidiary of Modine"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

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

What transaction involving MOD and Gentherm is described in this Form 425 filing?

Modine describes a planned separation of its Performance Technologies business into Platinum SpinCo Inc., a pro rata spin-off to Modine shareholders, and an immediate merger of SpinCo into a Gentherm subsidiary, creating a combined company owned by Gentherm shareholders and former SpinCo holders.

What will MOD shareholders receive in the Performance Technologies spin-off?

Each Modine shareholder will receive one share of SpinCo common stock for each share of Modine common stock held as of the September 28, 2026 record date, immediately before SpinCo merges with a wholly owned Gentherm subsidiary.

How is the exchange ratio between Gentherm and SpinCo being adjusted?

The parties expect the exchange ratio will be increased to preserve the tax-free nature of certain aspects of the transaction while maintaining the economic allocation. As a result, Gentherm is expected to issue about 2,902,466 additional shares of Gentherm common stock in the merger.

What cash payments are changing under the revised transaction terms for MOD and Gentherm?

SpinCo’s cash distribution to Modine will be reduced from $210 million to $159 million. Gentherm will also pay a special cash dividend of approximately $58,350,533 in total to Gentherm shareholders of record as of the close of business on September 29, 2026.

What ownership percentages are expected after the Gentherm–SpinCo merger closes?

Based on the expected increased exchange ratio and 31,230,226 fully diluted Gentherm shares as of September 16, 2026, Gentherm shareholders are expected to own about 56.4% of the combined company and former SpinCo holders about 43.6%, excluding any overlapping ownership.

What conditions must be met before the MOD–Gentherm transaction closes?

SpinCo’s cash distribution to Modine, Gentherm’s special cash dividend and the closing of the merger are all subject to the satisfaction or waiver of closing conditions specified in the transaction agreements.

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

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Available on EDGAR 09/17/2026 - 05:20 PM Accepted by SEC EDGAR 09/17/2026 - 05:18 PM 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 17, 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 7.01 Regulation FD Disclosure.

On September 17, 2026, Modine Manufacturing Company (“Modine”) and Gentherm Incorporated (“Gentherm”) issued a joint press release announcing additional information in connection with the anticipated completion of the previously announced combination of Gentherm and Modine’s Performance Technologies business. Under the terms of the transaction, Modine will spin off the Performance Technologies business, which is held by Platinum SpinCo Inc., a wholly owned subsidiary of Modine (“SpinCo”), through a distribution of SpinCo common stock to Modine shareholders. The Modine Board of Directors has set the close of business on September 28, 2026 as the record date for the SpinCo distribution. Each Modine shareholder will receive one share of SpinCo common stock for each share of Modine common stock they hold as of the record date.

Immediately following the spin-off, Platinum Gold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with and into SpinCo (the “Merger”) and each share of SpinCo common stock will automatically convert in the Merger into the right to receive a number of shares of Gentherm common stock equal to the exchange ratio. The merger agreement provides a mechanism for preserving the tax-free nature of certain aspects of the transaction for U.S. federal income tax purposes to Modine and Modine shareholders, while maintaining the economic allocation between the Modine shareholders and the Gentherm shareholders. In accordance with this mechanism, the parties expect the exchange ratio will be increased. As a result of the increase in the exchange ratio, the parties expect that Gentherm will issue approximately 2,902,466 additional shares of Gentherm common stock in the Merger. To offset the value of the issuance of additional shares of Gentherm common stock in the Merger:

1. The cash distribution to be paid by SpinCo to Modine prior to the Merger will be reduced from $210 million to $159 million; and

2. Gentherm will pay a special cash dividend to Gentherm shareholders of record as of the close of business on September 29, 2026 of approximately $58,350,533 in the aggregate.

Based on the expected increase in the exchange ratio and the number of fully diluted shares of Gentherm common stock of 31,230,226 as of September 16, 2026, immediately after the Merger closing, Gentherm shareholders immediately prior to the closing are expected to own approximately 56.4% of the combined company and the former holders of SpinCo common stock immediately prior to the closing are expected to own approximately 43.6% of the combined company, without taking into account any overlapping shareholder ownership.

SpinCo’s payment of the cash distribution to Modine, Gentherm’s payment of the special cash dividend to Gentherm shareholders and the closing of the Merger are subject to the satisfaction or waiver of the closing conditions specified in the transaction agreements.

A copy of the joint 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 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 17, 2026

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