Modine reports $2.06B in pro forma FY2026 sales

Q: What are MOD's pro forma fiscal 2026 results after the Gentherm transaction?

Modine's pro forma net sales were $2,055.4 million and net earnings attributable to Modine were $54.0 million for the fiscal year ended March 31, 2026, with diluted earnings per share of $1.00. The statements treat Performance Technologies as discontinued operations and give effect to the transaction as if it occurred April 1, 2025.

Modine's pro forma statements present Performance Technologies as discontinued operations, with fiscal 2026 net sales of $2,055.4 million.

Filing Impact

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Form Type

8-K/A

Rhea-AI Filing Summary

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.

Filing Explained

The illustrative June-quarter view reports net sales and net earnings attributable to Modine.

Beginning with fiscal 2027’s third quarter, Modine will present Performance Technologies as discontinued operations in its consolidated statements for all periods shown.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Pro forma net sales: $2,055.4 million Net earnings attributable to Modine: $54.0 million Diluted earnings per share: $1.00 per share +2 more

5 metrics

Pro forma net sales $2,055.4 million Fiscal year ended March 31, 2026

Net earnings attributable to Modine $54.0 million Pro forma fiscal year ended March 31, 2026

Diluted earnings per share $1.00 per share Pro forma fiscal year ended March 31, 2026

Total assets $2,100.4 million Pro forma balance sheet as of June 30, 2026

Cash and cash equivalents $54.1 million Pro forma balance sheet as of June 30, 2026

Key Terms

Reverse Morris Trust, discontinued operations, pro forma financial information, transition services agreement

4 terms

Reverse Morris Trust financial

"in a Reverse Morris Trust transaction"

A reverse Morris trust is a tax-efficient deal structure used when a company separates a business unit and immediately combines that unit with another company, allowing the original company’s shareholders to own the merged business. Investors care because it can let companies sell or restructure assets without a big tax bill, affecting shareholder value, ownership percentages, and how quickly the combined business can generate returns—think splitting off a room from your house and having it join a neighbor’s home to avoid a costly property tax.

discontinued operations financial

"reflected in Modine’s consolidated financial statements as discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

pro forma financial information financial

"Unaudited Pro Forma Consolidated Financial Information"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

transition services agreement financial

"entered into a transition services agreement"

A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.

FAQ

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

What are MOD's pro forma fiscal 2026 results after the Gentherm transaction?

Modine's pro forma net sales were $2,055.4 million and net earnings attributable to Modine were $54.0 million for the fiscal year ended March 31, 2026, with diluted earnings per share of $1.00. The statements treat Performance Technologies as discontinued operations and give effect to the transaction as if it occurred April 1, 2025.

How are Modine's transition services fees determined?

Fees under the transition services agreement are variable and based on agreed-upon hourly rates, with no minimum level of services required. Because the services and fees depend on the level of services requested after the transaction, Modine said it was not practical to estimate future income from the agreement.

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

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Available on EDGAR 10/07/2026 - 09:00 AM Accepted by SEC EDGAR 10/07/2026 - 09:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2026

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)


Wisconsin	001-01373	39-0482000
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


1500 DeKoven Avenue, Racine, Wisconsin		53403
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		(262) 636-1200

(Former name or former address, if changed since last report.)		N/A

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:

☐

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 Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.625 par value	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. ☐

Introductory Note

On October 1, 2026, Modine Manufacturing Company (“Modine” or the “Company”), completed the previously-announced spin-off of the Company’s Performance Technologies business (the “Performance Technologies Business”) and the combination of the Performance Technologies Business with Gentherm Incorporated, a Michigan corporation, in a Reverse Morris Trust transaction (the “Transaction”) as described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 1, 2026 (the “Original Form 8-K”).

This Amendment No. 1 on Form 8-K/A amends the Original Form 8-K solely to file the unaudited pro forma financial information of the Company giving effect to the Transaction required by Item 9.01(b) of Form 8-K, which the Original Form 8-K stated would be filed by amendment. Such information is filed as Exhibit 99.1.

Unaudited pro forma financial information included in this Amendment No. 1 is intended for illustrative and informational purposes only and is not necessarily indicative of the results of operations that the Company would have achieved had the Transaction been completed on the dates assumed in the pro forma financial information or of the results that may be obtained in the future.

Item 9.01Financial Statements and Exhibits

(b)	Pro Forma Financial Information

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference:

• Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026

• Unaudited Pro Forma Consolidated Statement of Operations for the three months ended June 30, 2026

• Unaudited Pro Forma Consolidated Statements of Operations for each of the three years ended March 31, 2026, 2025 and 2024

• Notes to Unaudited Pro Forma Consolidated Financial Information

(d)

Exhibits


99.1		Unaudited Pro Forma Consolidated Financial Information of Modine Manufacturing Company

104		Cover Page Interactive Data File (formatted as Inline XBRL)

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

		By:	/s/ Michael B. Lucareli
		Michael B. Lucareli
		Executive Vice President, Chief Financial Officer

Date: October 7, 2026

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Reverse Morris Trust Transaction

On October 1, 2026, Modine Manufacturing Company (“Modine” or the “Company”), completed the previously-announced spin-off of the Company’s Performance Technologies business (the “Performance Technologies Business”), which was contributed to a wholly-owned subsidiary of the Company, Platinum Spinco Inc. (“SpinCo”) pursuant to the Separation Agreement, dated as of January 29, 2026, among the Company, SpinCo and Gentherm Incorporated, a Michigan corporation (“Gentherm”) (the “Separation Agreement”), and merger of SpinCo with a wholly-owned subsidiary of Gentherm pursuant to an Agreement and Plan of Merger, dated as of January 29, 2026, among the Company, SpinCo, Gentherm and Platinum Gold Merger Sub Inc. (the “Merger Agreement”) in a Reverse Morris Trust transaction (the “Transaction”).

Beginning with the third quarter of fiscal 2027, the historical financial results of the Performance Technologies Business will be reflected in Modine’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“U.S. GAAP”) for all periods presented.

Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial information (“pro forma financial information”) as of and for the three months ended June 30, 2026 and for each of the years ended March 31, 2026, 2025, and 2024 reflects adjustments to the Company’s historical financial results related to the Transaction and related events. The unaudited pro forma consolidated statements of operations for the three months ended June 30, 2026 and for the year ended March 31, 2026 give effect to the Transaction and related events as if they occurred April 1, 2025. The unaudited pro forma consolidated balance sheet as of June 30, 2026, gives effect to the Transaction and related events as if they occurred June 30, 2026. The pro forma financial information reflects the Performance Technologies Business as a discontinued operation for all periods presented.

The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information. The pro forma financial information provided herein is intended for illustrative and informational purposes only. The pro forma financial information is not necessarily indicative of and does not purport to represent the Company’s financial position or results of operations had the Transaction and related events been completed on the dates indicated or what the Company’s future operating results will be after giving effect to these events. The pro forma financial information includes management’s estimates and is subject to the assumptions and adjustments described in the accompanying notes. The pro forma financial information should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes. The “Historical Modine” columns present the Company’s historical results for the periods shown and do not include any adjustments related to the Transaction or related events. The “Performance Technologies Discontinued Operations” columns include adjustments which are consistent with the guidance for discontinued operations under U.S. GAAP. The Company's current estimates for its discontinued operations are preliminary and could change as the Company finalizes the discontinued operations accounting to be reported in its Quarterly Report on Form 10-Q for the three and nine months ended December 31, 2026.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2026

(in millions, except per share amounts)


				Performance
				Technologies
				Discontinued		Transaction
		Historical		Operations		Accounting			Pro Forma
		Modine		(a)		Adjustments			Modine
ASSETS
Cash and cash equivalents		$	95.3	$	(41.2)	$	—		$	54.1
Trade accounts receivable – net			659.9		(227.3)		—			432.6
Inventories			609.0		(170.1)		—			438.9
Other current assets			162.7		(35.3)		—			127.4
Total current assets			1,526.9		(473.9)		—			1,053.0
Property, plant and equipment – net			536.1		(182.6)		—			353.5
Intangible assets – net			190.2		—		—			190.2
Goodwill			290.2		—		—			290.2
Deferred income taxes			88.7		(16.3)		—			72.4
Other noncurrent assets			163.3		(22.2)		—			141.1
Total assets		$	2,795.4	$	(695.0)	$	—		$	2,100.4

LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term debt		$	8.1	$	(8.1)	$	—		$	—
Long-term debt – current portion			43.9		(0.5)		—			43.4
Accounts payable			508.9		(153.0)		31.0	(d)		386.9
Accrued compensation and employee benefits			84.1		(26.7)		—			57.4
Other current liabilities			104.8		(21.7)		—			83.1
Total current liabilities			749.8		(210.0)		31.0			570.8
Long-term debt			476.2		(1.6)		(198.6)	(b)		276.0
Deferred income taxes			24.8		—		—			24.8
Other noncurrent liabilities			334.8		(23.5)		—			311.3
Total liabilities			1,585.6		(235.1)		(167.6)			1,182.9

Shareholders’ equity:
Preferred stock, $0.025 par value, authorized 16.0 million shares, issued – none			—		—		—			—
Common stock, $0.625 par value, authorized 80.0 million shares, issued 57.5 million shares			35.9		—		—			35.9
Additional paid-in capital			343.8		—		—			343.8
Retained earnings			1,038.4		(538.0)		167.6	(b)(d)		668.0
Accumulated other comprehensive loss			(47.4)		86.4		—			39.0
Treasury stock, at cost, 4.4 million shares			(169.2)		—		—			(169.2)
Total Modine shareholders’ equity			1,201.5		(451.6)		167.6			917.5
Noncontrolling interest			8.3		(8.3)		—			—
Total equity			1,209.8		(459.9)		167.6			917.5
Total liabilities and equity		$	2,795.4	$	(695.0)	$	—		$	2,100.4

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the three months ended June 30, 2026

(in millions, except per share amounts)


					Performance
					Technologies
					Discontinued		Transaction
		Historical			Operations		Accounting			Pro Forma
		Modine			(a)		Adjustments			Modine
Net sales		$	874.1		$	(277.8)	$	—		$	596.3
Cost of sales			692.1			(227.4)		—			464.7
Gross profit			182.0			(50.4)		—			131.6
Selling, general and administrative expenses			103.3			(25.1)		—			78.2
Restructuring expenses			3.9			(1.7)		—			2.2
Operating income			74.8			(23.6)		—			51.2
Interest expense			(6.4)			—		2.5	(c)		(3.9)
Other income – net			0.2			0.1		—			0.3
Earnings before income taxes			68.6			(23.5)		2.5			47.6
Benefit for income taxes			5.7			6.0		(0.6)	(e)		11.1
Net earnings			74.3			(17.5)		1.9			58.7
Net earnings attributable to noncontrolling interest			(0.4)			0.4		—			—
Net earnings attributable to Modine		$	73.9		$	(17.1)	$	1.9		$	58.7

Net earnings per share attributable to Modine shareholders:
Basic		$	1.39							$	1.10
Diluted		$	1.37							$	1.09

Weighted-average shares outstanding:
Basic			53.3								53.3
Diluted			54.0								54.0

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended March 31, 2026

(in millions, except per share amounts)


					Performance
					Technologies
					Discontinued		Transaction
		Historical			Operations		Accounting			Pro Forma
		Modine			(a)		Adjustments			Modine
Net sales		$	3,181.1		$	(1,125.7)	$	—		$	2,055.4
Cost of sales			2,450.0			(915.2)		—			1,534.8
Gross profit			731.1			(210.5)		—			520.6
Selling, general and administrative expenses			360.1			(86.9)		—			273.2
Restructuring expenses			20.6			(11.9)		—			8.7
Impairment charge			4.1			—		—			4.1
Loss on sale of assets			3.9			—		—			3.9
Operating income			342.4			(111.7)		—			230.7
Interest expense			(31.6)			0.3		11.0	(c)		(20.3)
Pension termination charge			(116.1)			—		—			(116.1)
Other expense – net			(8.2)			(0.2)		—			(8.4)
Earnings before income taxes			186.5			(111.6)		11.0			85.9
Provision for income taxes			(63.2)			34.1		(2.8)	(e)		(31.9)
Net earnings			123.3			(77.5)		8.2			54.0
Net earnings attributable to noncontrolling interest			(1.8)			1.8		—			—
Net earnings attributable to Modine		$	121.5		$	(75.7)	$	8.2		$	54.0

Net earnings per share attributable to Modine shareholders:
Basic		$	2.30							$	1.02
Diluted		$	2.26							$	1.00

Weighted-average shares outstanding:
Basic			52.8								52.8
Diluted			53.8								53.8

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended March 31, 2025

(in millions, except per share amounts)



					Performance Technologies
		Historical			Discontinued Operations		Pro Forma
		Modine			(a)		Modine
Net sales		$	2,583.5		$	(1,142.9)	$	1,440.6
Cost of sales			1,939.7			(903.7)		1,036.0
Gross profit			643.8			(239.2)		404.6
Selling, general and administrative expenses			332.1			(99.8)		232.3
Restructuring expenses			28.2			(20.5)		7.7
Operating income			283.5			(118.9)		164.6
Interest expense			(26.4)			0.2		(26.2)
Other expense – net			(3.1)			(2.2)		(5.3)
Earnings before income taxes			254.0			(120.9)		133.1
Provision for income taxes			(68.5)			34.5		(34.0)
Net earnings			185.5			(86.4)		99.1
Net earnings attributable to noncontrolling interest			(1.5)			1.5		—
Net earnings attributable to Modine		$	184.0		$	(84.9)	$	99.1

Net earnings per share attributable to Modine shareholders:
Basic		$	3.50				$	1.88
Diluted		$	3.42				$	1.84

Weighted-average shares outstanding:
Basic			52.6					52.6
Diluted			53.9					53.9

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended March 31, 2024

(in millions, except per share amounts)


					Performance Technologies
		Historical			Discontinued Operations		Pro Forma
		Modine			(a)		Modine
Net sales		$	2,407.8		$	(1,245.6)	$	1,162.2
Cost of sales			1,882.2			(1,019.0)		863.2
Gross profit			525.6			(226.6)		299.0
Selling, general and administrative expenses			273.9			(106.9)		167.0
Restructuring expenses			15.0			(13.7)		1.3
Gain on sale of assets			(4.0)			—		(4.0)
Operating income			240.7			(106.0)		134.7
Interest expense			(24.1)			0.2		(23.9)
Other expense – net			(2.0)			(5.7)		(7.7)
Earnings before income taxes			214.6			(111.5)		103.1
Provision for income taxes			(51.2)			28.5		(22.7)
Net earnings			163.4			(83.0)		80.4
Net earnings attributable to noncontrolling interest			(1.9)			1.9		—
Net earnings attributable to Modine		$	161.5		$	(81.1)	$	80.4

Net earnings per share attributable to Modine shareholders:
Basic		$	3.08				$	1.54
Diluted		$	3.03				$	1.51

Weighted-average shares outstanding:
Basic			52.4					52.4
Diluted			53.4					53.4

See the accompanying notes to the unaudited pro forma consolidated financial information.

NOTES TO UNAUDITED PRO FORMA Consolidated FINANCIAL Information

The following adjustments have been reflected:

Performance Technologies Discontinued Operations:

(a)

Reflects the assets, liabilities, and the direct revenues and expenses that comprise the Performance Technologies Business in accordance with the discontinued operations guidance in Accounting Standards Codification 205, “Financial Statement Presentation” (“ASC 205”).

Transaction Accounting Adjustments:

(b)

Pursuant to the Separation Agreement and the Merger Agreement, Modine received a cash distribution of $156.0 million from SpinCo. In addition, in connection with the transaction closing, Modine received a cash transfer of $42.6 million from SpinCo, which was based primarily upon estimates of SpinCo’s net working capital, cash, and indebtedness, and certain transaction expense reimbursement obligations, each as defined in the Separation Agreement. This cash transfer amount is subject to the post-closing adjustment provisions of the Separation Agreement. Modine used the cash received to repay $198.6 million of outstanding borrowings under its revolving credit facility.

(c)

Reflects the reduction of interest expense of $2.5 million and $11.0 million for the three months ended June 30, 2026 and the year ended March 31, 2026, respectively, to give effect to the repayment of debt described in adjustment (b).

(d)

Modine estimates that non-recurring costs associated with the Transaction will total approximately $31.0 million during the periods subsequent to June 30, 2026. These costs primarily relate to transaction advisory, legal, accounting, tax and other professional services directly associated with the Transaction and are expected to be incurred by the end of fiscal 2027.

(e)

Reflects the income tax effect of the transaction accounting adjustments calculated using the tax rates in effect within the applicable tax jurisdictions during the periods presented. The blended federal and state statutory income tax rate was 24% and 26% for the first quarter of fiscal 2027 and fiscal 2026, respectively.

In connection with the Transaction, Modine and SpinCo entered into a transition services agreement under which certain post-closing services will be provided on a transitional basis. Fees for such services are variable and are based on agreed-upon hourly rates, with no minimum level of services required under the agreement. As the amount of services to be provided and related fees will depend on the level of services requested following the Transaction, it is not practical to estimate the future income that will be earned by Modine. Accordingly, no transaction accounting adjustments have been reflected for the transition services agreement.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 614.7 KB

Modine reports $2.06B in pro forma FY2026 sales

Rhea-AI Filing Summary

Filing Explained

8-K Event Classification

Key Figures

Key Terms

FAQ

What are MOD's pro forma fiscal 2026 results after the Gentherm transaction?

How are Modine's transition services fees determined?

Filing Exhibits & Attachments

Press Releases

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