Modine (MOD) to spin off Performance Technologies and combine SpinCo with Gentherm

Rhea-AI Filing Summary

Modine Manufacturing Company describes a planned separation of its Performance Technologies business and a combination of that business, through Platinum SpinCo Corporation, with Gentherm Incorporated. Performance Technologies would join Gentherm, a global thermal management leader, while Modine’s remaining Climate Solutions segment and corporate functions would operate as a separate, publicly traded HVAC-focused company.

The transaction is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions, including required regulatory approvals and Gentherm shareholder approval. Modine’s CEO frames the deal as a major step in the company’s multi‑year transformation, aiming to position both Performance Technologies and Climate Solutions for long‑term success.

Insights

Equity & M&A Analyst

Modine plans to spin off Performance Technologies and combine it with Gentherm, reshaping both businesses.

Modine intends to separate its Performance Technologies unit into Platinum SpinCo Corporation and combine SpinCo with Gentherm. Gentherm is described as a global leader in thermal management and pneumatic comfort technologies, suggesting strong strategic fit with Performance Technologies’ capabilities.

After closing, Modine’s remaining Climate Solutions segment and corporate functions are expected to form a standalone, publicly traded company focused on HVAC. This creates two more specialized entities: an automotive and thermal comfort platform with Gentherm and a pure‑play HVAC company at Modine.

The transaction is targeted to close in the fourth quarter of 2026, subject to regulatory approvals, Gentherm shareholder approval and other customary conditions. Forward‑looking statements highlight numerous execution and regulatory risks, including potential delays, integration challenges, tax treatment uncertainties and difficulty achieving anticipated synergies or strategic benefits.

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Filed by Modine Manufacturing Company

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company: Modine Manufacturing Company

(Commission File No. 001-01373)

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The following communication is being filed in connection with the proposed business combination between Gentherm Incorporated and Platinum SpinCo Corporation (“SpinCo”), Modine Manufacturing Company’s Performance Technologies business.

The following email from Neil D. Brinker, President and Chief Executive Officer, Modine Manufacturing Company, was released on January 29, 2026

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SUBJECT: Email from Neil: A Significant Step in Modine’s Transformation Journey

January 29, 2026

Modine Colleagues,

In 2021, we began a journey to transform Modine to create and deliver higher value across all our end markets. Because of everyone’s hard work, we’ve transformed the business and achieved tremendous success. Thank you.

Today, I am excited to announce a significant next step on this journey, one that will position the Performance Technologies (PT) and Climate Solutions (CS) segments for long-term success:

· We announced our intent to spin off and simultaneously combine our PT Segment with Gentherm, a public company headquartered in Novi, Michigan, with deep roots in the automotive industry.

· Following the closing, Modine Corporate and the Climate Solutions Segment will continue to operate as a standalone, publicly traded company.

New Home for Performance Technologies Expertise: Gentherm is a global market leader of innovative thermal management and pneumatic comfort technologies, making it a natural fit for the Performance Technologies team.

· Together, Performance Technologies and Gentherm can leverage PT’s expertise and Modine’s brand strength in the power generation, commercial, and heavy-duty end markets and Gentherm’s leadership across automotive, medical, and adjacent end markets.

· The combined company will be well positioned to support future growth across a broader range of attractive end markets as a scaled leader in thermal management solutions with expanded technologies and capabilities in precision flow management.

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· Bill Presley, CEO of Gentherm, will be CEO of the combined company. Jeremy Patten will continue to serve as President of Performance Technologies, which is expected to operate as a division of Gentherm after the closing.

Building on our HVAC Legacy: When the transaction closes, the remaining Corporate functions and Climate Solutions Segment will operate as a separate, publicly traded company built on our 100+ years of HVAC expertise.

· As a pure-play climate innovation company, we will focus resources to capitalize on data center demand trends and commercial HVAC and refrigeration products.

o To prepare for that, we’ve decided to elevate the Data Centers business to a segment, effective April 1.

o Art Laszlo will become President of the Data Centers Segment, and Eric McGinnis will continue to lead the Climate Solutions Segment, comprised of the HVAC Technologies and Heat Transfer Solutions product groups.

· Our purpose of Engineering a Cleaner, Healthier World and commitment to solving mission-critical thermal management challenges for global customers will remain central to who we are as a company.

· I will remain as president and CEO of the new, standalone company and we will announce a new corporate name prior to the transaction close.

What Happens Next: Today’s announcement is just the first step in this process. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals.

· Until the transaction closes, Performance Technologies remains a part of Modine and we must continue to operate as usual. Our customers are counting on us to fulfill our commitments to them.

I invite you to watch a brief video where I share my excitement about the benefits that we believe this transaction will bring to everyone.

· More information about Gentherm and the transaction, including infographics and FAQs, is available on a dedicated SharePoint site.

· As we move through 2026, we will continue to update you on this process and share information when available.

Thank you for your commitment to Modine, our customers, and most importantly, each other. Your efforts to transform the company over the last five years have made this exciting opportunity possible. I am truly honored to be a part of this hardworking, dedicated team and I look forward to seeing the good things that will come in the future.

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Neil D. Brinker

President and Chief Executive Officer

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NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction between Modine, SpinCo and Gentherm, the parties intend to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, SpinCo or Modine through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at gentherm.com under the tab “Investors & Media” and under the heading “Financial Info” and subheading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at modine.com under the tab “Investors” and under the heading “Financials” and subheading “SEC Filings.”

Participants in the Solicitation

Gentherm, Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from

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Gentherm stockholders in connection with the proposed transaction. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Proposed Transaction among Gentherm, Modine and SpinCo. These forward-looking statements may be identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the Proposed Transaction, the ability of the parties to complete the Proposed Transaction, the expected benefits of the Proposed Transaction, including future financial and operating results, anticipated strategic benefits of the Proposed Transaction, the amount and timing of synergies from the Proposed Transaction, the tax consequences of the Proposed Transaction, the terms and scope of the expected financing in connection with the Proposed Transaction, the aggregate amount of indebtedness of the combined company following the closing of the Proposed Transaction, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will

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have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Proposed Transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained; (2) the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the Proposed Transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction; (5) failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Proposed Transaction; (10) the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Proposed Transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Proposed Transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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FAQ

What business combination involving Modine (MOD) and Gentherm is being proposed?

Modine plans to separate its Performance Technologies business into Platinum SpinCo Corporation and combine SpinCo with Gentherm. Gentherm, a global thermal management and comfort technologies leader, would become the new home for Performance Technologies, while Modine’s remaining Climate Solutions segment continues separately.

How will Modine (MOD) look after the Performance Technologies spin-off and Gentherm deal?

After the transaction closes, Modine’s remaining Climate Solutions segment and corporate functions are expected to form a separate, publicly traded company. This new company will be built on Modine’s more than 100 years of HVAC expertise and will focus on its Climate Solutions business.

When is the Modine (MOD), SpinCo and Gentherm transaction expected to close?

The transaction is expected to close in the fourth quarter of calendar year 2026. Completion depends on satisfying customary closing conditions, including required regulatory approvals and approval by Gentherm shareholders, as well as other conditions described in future SEC filings.

What SEC filings are planned for the Modine (MOD) and Gentherm transaction?

Gentherm plans to file a Form S-4 with a proxy statement/prospectus, and SpinCo plans to file a Form 10. These filings will include detailed information about Gentherm, Modine, SpinCo and the proposed transaction for investors and security holders.

Where can Modine (MOD) and Gentherm investors find documents about the proposed transaction?

Investors can access documents through the SEC’s website at www.sec.gov and each company’s investor website. Gentherm will post filings under “Investors & Media,” while Modine and SpinCo documents will appear under “Investors” and “SEC Filings” on Modine’s site.

What key risks are highlighted for the Modine (MOD) and Gentherm proposed transaction?

The communication lists numerous forward-looking risks, including failure to obtain regulatory or shareholder approvals, transaction delays or termination, higher-than-expected costs and integration difficulties. It also cites uncertainty around expected synergies, tax treatment and potential disruption to ongoing business relationships.