MOD announces director retirement; Board to 10 seats effective Nov 17

Rhea-AI Filing Summary

Modine Manufacturing Company announced that director Christopher W. Patterson will retire from the Board for personal reasons, effective November 17, 2025. The company noted he reported no disagreement regarding operations, policies, or practices. Upon his departure, the Board will be reduced from eleven to ten directors. Patterson served on the Human Capital and Compensation and Audit committees.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): November 10, 2025

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)

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

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Registrant’s telephone number, including area code:		(262) 636-1200
(Former name or former address, if changed since last report.)		N/A

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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:

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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

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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).

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Emerging growth company ☐

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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. ☐

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Information to be Included in the Report

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On November 10, 2025, Christopher W. Patterson, a member of the Board of Directors of Modine Manufacturing Company (the “Company”) and a member of the Board of Director’s Human Capital and Compensation and Audit committees, notified the Company of his intention to retire from the Company's Board of Directors for personal reasons, effective November 17, 2025. Mr. Patterson did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective upon Mr. Patterson's resignation as a director, the size of the Company's Board of Directors will be reduced from eleven to ten directors.

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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
		By:	/s/ Erin J. Roth
		Erin J. Roth
		Vice President, General Counsel and Chief Compliance Officer
Date:  November 14, 2025

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FAQ

What did Modine (MOD) announce in this 8-K?

Christopher W. Patterson will retire from the Board effective November 17, 2025, for personal reasons, with no reported disagreements.

How does the retirement affect Modine’s board size?

The Board will be reduced from eleven to ten directors upon the effective date.

Which committees did Christopher W. Patterson serve on at MOD?

He served on the Human Capital and Compensation and Audit committees.

When did Patterson notify Modine of his intention to retire?

He notified the company on November 10, 2025.

Did Modine indicate any disagreements related to Patterson’s departure?

No. The company stated he did not advise of any disagreement on operations, policies, or practices.

What is Modine’s stock exchange and ticker?

Modine’s common stock (MOD) trades on the New York Stock Exchange.