Modine plans Modexus rebrand after Gentherm deal

Rhea-AI Filing Summary

Modine Manufacturing Company (MOD) announced that, following completion of the previously announced spinoff of its Performance Technologies business and merger with Gentherm, it will change its corporate name to Modexus Solutions, subject to shareholder approval of an amendment to its Articles of Incorporation.

The combined company is expected to close the transaction on October 1, 2026, subject to satisfaction or waiver of customary closing conditions, and will continue to trade on the New York Stock Exchange under the ticker “MOD”. Modexus Solutions will be led by current President and CEO Neil D. Brinker and CFO Michael (Mick) Lucareli, along with the existing Board of Directors. A special meeting of Modine shareholders to vote on the name change is expected to be called within three months after closing.

Filing Explained

Gentherm shareholders overwhelmingly approved the proposed transaction on September 10, 2026, but Modine’s spinoff and merger remain incomplete: closing is still expected on October 1, 2026, subject to customary closing conditions.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Expected transaction closing date: October 1, 2026 Gentherm shareholder approval date: September 10, 2026 Ticker symbol after name change: MOD +2 more

5 metrics

Expected transaction closing date October 1, 2026 Expected closing date of Modine’s spinoff of Performance Technologies and merger with Gentherm

Gentherm shareholder approval date September 10, 2026 Date Gentherm shareholders overwhelmingly approved the transaction at a special meeting

Ticker symbol after name change MOD Modexus Solutions will continue to trade on the NYSE under Modine’s current ticker

Employee count More than 13,000 employees Global workforce supporting Modine’s thermal management businesses

Special meeting timing Within three months after closing Expected timing to call Modine’s special shareholder meeting to vote on the name change

Key Terms

spinoff, proxy statement/prospectus, registration statement on Form S-4, registration statement on Form 10, +2 more

6 terms

spinoff financial

"after completing the spinoff of its Performance Technologies business and merger"

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.

proxy statement/prospectus regulatory

"includes a definitive proxy statement/prospectus of Gentherm"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

registration statement on Form S-4 regulatory

"a registration statement on Form S-4 filed by Gentherm"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

registration statement on Form 10 regulatory

"a registration statement on Form 10 filed by Platinum SpinCo Inc."

A registration statement on Form 10 is a formal filing that a company submits to the U.S. securities regulator to register its securities and provide a full set of disclosures about its business, finances, management and risks. For investors it acts like a detailed product manual or passport for the company, offering the core facts and warnings needed to judge the investment’s safety and potential before buying shares.

information statement/prospectus regulatory

"serves as an information statement/prospectus in connection with the spin-off"

A prospectus or information statement is a formal document that lays out key facts about a company, an offer of securities, or a proposed corporate action so investors can make informed choices. Think of it as a product label that explains what is being sold, the risks, the company’s finances and how proceeds will be used; investors rely on it to compare options and judge whether the potential reward justifies the risk.

forward-looking statements regulatory

"This press release includes “forward-looking statements” as that term is defined"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What major change did Modine Manufacturing Company (MOD) announce in this 8-K?

Modine announced it will become Modexus Solutions after completing the spinoff of its Performance Technologies business and merger with Gentherm, subject to Modine shareholder approval of an amendment to its Articles of Incorporation to effect the name change.

When is the Modine–Gentherm transaction involving MOD expected to close?

The transaction involving Modine and Gentherm is currently expected to close on October 1, 2026, subject to the satisfaction or waiver of customary closing conditions, following approval by Gentherm shareholders at a special meeting held on September 10, 2026.

What will Modine’s stock ticker be after it becomes Modexus Solutions?

After the name change to Modexus Solutions becomes effective, the company will continue to trade on the New York Stock Exchange under the ticker “MOD”, using Modine’s current symbol.

Is Modine’s name change to Modexus Solutions already approved?

No. The name change to Modexus Solutions is subject to approval by Modine’s shareholders of an amendment to its Articles of Incorporation. A special meeting of stockholders to vote on the proposed name change is expected within three months after closing of the transaction.

Who will lead Modexus Solutions after Modine’s merger with Gentherm closes?

Upon closing of the transaction, Modexus Solutions will be led by Neil D. Brinker as CEO and Michael (Mick) Lucareli as CFO, and governed by Modine’s current Board of Directors, according to the announcement.

How did Gentherm shareholders vote on the transaction with Modine (MOD)?

The transaction with Modine was overwhelmingly approved by Gentherm shareholders at a special meeting held on September 10, 2026, as stated in the announcement.

How many employees does Modine (future Modexus Solutions) have globally?

Modine reports that more than 13,000 employees worldwide support its thermal management businesses across North America, South America, Europe, and Asia, according to the company description included in the announcement.

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

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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 8.01 Other 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

Exhibit 99.1

Modine to Become Modexus Solutions, Marking Next Chapter as
Diversified Thermal Management Solutions Company

RACINE, Wis. – September 10, 2026 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that it will become Modexus Solutions after completing the spinoff of its Performance Technologies business and merger with Gentherm. Under applicable law, the name change will be subject to approval by Modine’s shareholders. Once effective, Modexus Solutions will trade on the New York Stock Exchange under Modine’s current ticker symbol, “MOD.”

The new name reflects the company’s position as a diversified thermal management company serving high-growth markets, including data center cooling, commercial HVAC and refrigeration. The Modexus Solutions name was selected to carry forward Modine’s century-long heritage while underscoring the company’s leadership in innovative, connected thermal systems and solutions.

“Modexus Solutions captures who we are: a company that combines deep thermal management expertise with the innovation and agility required to help customers solve increasingly complex challenges,” said Neil D. Brinker, Modine President and Chief Executive Officer. “Through our 80/20 framework, we will continue to evolve our portfolio of products toward fit-for-purpose systems that maximize performance and reduce resource usage.”

The transaction, which was overwhelmingly approved by Gentherm shareholders at a special meeting held on September 10, 2026, is currently expected to close on October 1, 2026, subject to the satisfaction or waiver of customary closing conditions. Upon closing, Modexus Solutions will continue to be led by Neil D. Brinker and Michael (Mick) Lucareli as CEO and CFO, respectively, and the current Board of Directors.

“We congratulate the Gentherm team on reaching this milestone, and we thank our Performance Technologies employees for their continued dedication as we move toward closing,” Brinker added. “We believe this transaction will create two stronger companies, each better positioned to serve its end markets, accelerate growth and drive long-term value for shareholders, customers and employees.”

The Company expects to call a special meeting of stockholders to vote on the proposed name change within three months following the closing of the transaction. Details of the meeting will be announced at a later date.

About Modine

For more than 100 years, Modine has solved the toughest thermal management challenges for mission-critical applications. Our purpose of Engineering a Cleaner, Healthier World™ means we are always evolving our portfolio of technologies to provide the latest heating, cooling, and ventilation solutions. Through the hard work of more than 13,000 employees worldwide, our businesses advance our purpose with systems that improve air quality, reduce energy and water consumption, lower harmful emissions, enable cleaner running vehicles, and use environmentally friendly refrigerants. Modine is a global company headquartered in Racine, Wisconsin (U.S.), with operations in North America, South America, Europe, and Asia. For more information about Modine, visit modine.com.

No Offer or Solicitation

This press release 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, including with respect to the proposed name change, 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. This press release is not a substitute for the proxy statement or any other document that Modine may file with the SEC in connection with the proposed name change.

Additional Information and Where to Find It

In connection with the proposed transaction between Modine and Gentherm (the “Proposed Transaction”), the parties have filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other filings, a registration statement on Form S-4 filed by Gentherm (the “Form S-4”), which was declared effective by the SEC and includes a definitive proxy statement/prospectus of Gentherm, which has been mailed to shareholders of Gentherm, and a registration statement on Form 10 (the “Form 10”) filed by Platinum SpinCo Inc., a wholly owned subsidiary of Modine (“Spinco”), which was declared effective by the SEC, that incorporates by reference certain portions of the Form S-4 and serves 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 HAVE BEEN OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and the proxy statement/prospectus 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 are 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 are available free of charge on Modine’s website at modine.com under the tab “Investors” and under the heading “Financials” and subheading “SEC Filings.”

In connection with the proposed change of Modine's corporate name, Modine intends to file a proxy statement with the SEC. This press release is not a substitute for the proxy statement or any other document that Modine may file with the SEC. INVESTORS AND SECURITY HOLDERS OF MODINE ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement and other documents filed by Modine with the SEC through the website maintained by the SEC at www.sec.gov and on Modine's website at modine.com under the tab "Investors" and under the heading "Financials" and subheading "SEC Filings."

Participants in the Solicitation

Modine and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Modine's shareholders in respect of the proposed name change. Information regarding Modine's directors and executive officers, including a description of their direct and indirect interests, by security holdings or otherwise, is contained in Modine's proxy statement for its 2026 annual meeting of shareholders, filed with the SEC on July 10, 2026, and in Modine's Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC on May 27, 2026. To the extent holdings of Modine securities by Modine's directors and executive officers have changed since the amounts set forth in those filings, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in respect of the proposed name change will be included in the proxy statement relating to that matter when it is filed with the SEC. Free copies of these documents may be obtained as described in "Additional Information and Where to Find It" above.

Forward-Looking Statements

This press release 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. 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 of the Proposed Transaction, the expected benefits of the Proposed Transaction and the timing of the special meeting of shareholders to vote on the proposed name change 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 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 may not be satisfied or waived, on a timely basis or otherwise; (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; (17) the risk that Modine’s stockholders do not approve the proposed name change, that the special meeting of stockholders or the implementation of the name change is delayed or does not occur on the anticipated timeline; (18) the risk that the name change causes confusion among customers, suppliers, employees or investors or adversely affects brand recognition; and (19) 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 are 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 press release. 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.

Contacts

Investors
Kathleen Powers
(262) 636-1687
Kathleen.T.Powers@Modine.com

Media
Adam Pollack / Sharon Stern

Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
ModineMedia-JF@joelefrank.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 20.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB