Modine restructures segments and plans spin-off

Q: How is Modine (MOD) changing its operating segments?

Modine reorganized its Climate Solutions segment effective April 1, 2026, creating separate Data Centers and Commercial HVAC operating segments. Beginning with first-quarter fiscal 2027 reporting, the company will present three segments: Data Centers, Commercial HVAC and Performance Technologies, aligning external reporting with internal decision-making.

Q: What is the planned Reverse Morris Trust transaction involving Modine (MOD) and Gentherm?

In January 2026, Modine and Gentherm agreed to spin off and simultaneously combine Modine’s Performance Technologies segment with Gentherm in a Reverse Morris Trust transaction. Modine anticipates closing by the end of calendar 2026, subject to Gentherm shareholder approval and customary conditions.

Q: How does Modine (MOD) define adjusted EBITDA and adjusted EBITDA margin?

Modine defines adjusted EBITDA as net earnings excluding interest expense, income taxes, depreciation and amortization, other income and expense, restructuring, impairment, pension termination, acquisition and disposition costs, and certain other items. Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of net sales.

Modine Manufacturing Company reorganized its Climate Solutions segment effective April 1, 2026, creating two operating segments: Data Centers and Commercial HVAC.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Modine Manufacturing Company reorganized its Climate Solutions segment effective April 1, 2026, creating two operating segments: Data Centers and Commercial HVAC. Beginning with the first quarter of fiscal 2027, it will report three segments: Data Centers, Commercial HVAC and Performance Technologies. The realignment had no impact on consolidated financial position, results of operations or cash flows.

Modine furnished unaudited historical segment results recast to this structure for each quarter and the full fiscal year ended March 31, 2026. For that year, consolidated net sales were 3,181.1 million, including 1,108.2 million in Data Centers, 973.8 million in Commercial HVAC and 1,131.8 million in Performance Technologies. Operating income was 342.4 million and adjusted EBITDA was 471.0 million.

In January 2026, Modine and Gentherm agreed to a Reverse Morris Trust transaction to spin off and combine Performance Technologies with Gentherm, which Modine anticipates closing by the end of calendar 2026, subject to Gentherm shareholder approval and other customary conditions. Because the pending spin-off does not constitute a sale under U.S. GAAP, Modine has not classified Performance Technologies as held for sale and expects to classify it as a discontinued operation when the transaction is completed. Modine also explains how it calculates non-GAAP adjusted EBITDA and adjusted EBITDA margin at both the consolidated and segment level.

Filing Explained

The recast segment schedules are unaudited and do not restate previously issued financial statements; the company also says the Item 7.01 information is furnished rather than filed for Section 18 liability purposes.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Consolidated net sales: 3,181.1 million Data Centers net sales: 1,108.2 million Commercial HVAC net sales: 973.8 million +5 more

8 metrics

Consolidated net sales 3,181.1 million Twelve months ended March 31, 2026 consolidated net sales

Data Centers net sales 1,108.2 million Twelve months ended March 31, 2026

Commercial HVAC net sales 973.8 million Twelve months ended March 31, 2026

Performance Technologies net sales 1,131.8 million Twelve months ended March 31, 2026

Operating income 342.4 million Twelve months ended March 31, 2026 consolidated operating income

Adjusted EBITDA 471.0 million Twelve months ended March 31, 2026 consolidated adjusted EBITDA

Data Centers adjusted EBITDA margin 19.4 % Twelve months ended March 31, 2026

Commercial HVAC adjusted EBITDA margin 16.7 % Twelve months ended March 31, 2026

Key Terms

Reverse Morris Trust transaction, discontinued operation, held for sale, Adjusted EBITDA

4 terms

Reverse Morris Trust transaction financial

"combine its Performance Technologies segment businesses with Gentherm in a Reverse Morris Trust transaction"

discontinued operation financial

"expects, however, to classify the Performance Technologies segment as a discontinued operation"

A discontinued operation is a part of a company that has been sold, closed, or is planned to be shut down, and will no longer be part of its ongoing business activities. For investors, it matters because it can significantly affect a company's financial results and future outlook, similar to removing a large, ongoing project from a company's operations. Recognizing discontinued operations helps investors better understand a company's current performance separate from parts that are no longer active.

held for sale financial

"has not classified the assets and liabilities of its Performance Technologies segment as held for sale"

An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

Adjusted EBITDA financial

"The Company defines adjusted EBITDA as net earnings excluding interest expense"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

FAQ

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

How is Modine (MOD) changing its operating segments?

Modine reorganized its Climate Solutions segment effective April 1, 2026, creating separate Data Centers and Commercial HVAC operating segments. Beginning with first-quarter fiscal 2027 reporting, the company will present three segments: Data Centers, Commercial HVAC and Performance Technologies, aligning external reporting with internal decision-making.

What historical financial data did Modine (MOD) recast under its new segment structure?

Modine furnished unaudited, recast segment data for each quarter of fiscal 2026 and the full year ended March 31, 2026. This includes segment net sales, gross profit, operating income, adjusted EBITDA and margins for Data Centers, Commercial HVAC, Performance Technologies and corporate eliminations.

What were Modine (MOD) fiscal 2026 net sales and operating income by segment?

For the twelve months ended March 31, 2026, consolidated net sales were 3,181.1 million, with 1,108.2 million from Data Centers, 973.8 million from Commercial HVAC and 1,131.8 million from Performance Technologies. Consolidated operating income for the period was 342.4 million.

What is the planned Reverse Morris Trust transaction involving Modine (MOD) and Gentherm?

In January 2026, Modine and Gentherm agreed to spin off and simultaneously combine Modine’s Performance Technologies segment with Gentherm in a Reverse Morris Trust transaction. Modine anticipates closing by the end of calendar 2026, subject to Gentherm shareholder approval and customary conditions.

How will Modine (MOD) account for Performance Technologies before and after the spin-off?

Because the pending spin-off does not constitute a sale under U.S. GAAP, Modine has not classified Performance Technologies’ assets and liabilities as held for sale. The company expects to classify the segment as a discontinued operation in the period the transaction is completed.

How does Modine (MOD) define adjusted EBITDA and adjusted EBITDA margin?

Modine defines adjusted EBITDA as net earnings excluding interest expense, income taxes, depreciation and amortization, other income and expense, restructuring, impairment, pension termination, acquisition and disposition costs, and certain other items. Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of net sales.

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Available on EDGAR 07/24/2026 - 04:05 PM Accepted by SEC EDGAR 07/24/2026 - 04:05 PM

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) July 24, 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 (see General Instruction A.2. below):

☐

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.

Effective April 1, 2026, Modine Manufacturing Company (the “Company”) reorganized its Climate Solutions segment and split it into two separate operating segments: 1) Data Centers and 2) Commercial HVAC. The Company believes that managing these businesses independently will allow it to better deploy its 80/20 strategy focused on capitalizing on growth opportunities, particularly in the Data Centers business, and optimizing profit margins and cash flow.

Beginning with its reporting for the first quarter of fiscal 2027, the Company will report the financial results of its three operating segments: 1) Data Centers; 2) Commercial HVAC and 3) Performance Technologies. The Company’s revised reporting segments are consistent with how the Company’s chief operating decision maker is assessing operating performance and allocating capital resources following the realignment of its segment structure. The segment realignment had no impact on the financial results of the Performance Technologies segment or the Company’s consolidated financial position, results of operations, and cash flows.

In January 2026, the Company and Gentherm Incorporated (“Gentherm”) announced that they had entered into definitive agreements whereby the Company will spin-off and simultaneously combine its Performance Technologies segment businesses with Gentherm in a Reverse Morris Trust transaction. The Company anticipates this transaction will close by the end of calendar 2026, subject to approval by Gentherm’s shareholders and other customary closing conditions. Since the pending spin-off does not constitute a sale under U.S. GAAP, the Company has not classified the assets and liabilities of its Performance Technologies segment as held for sale. The Company expects, however, to classify the Performance Technologies segment as a discontinued operation starting in the period the transaction is completed.

The Company is furnishing this Form 8-K to provide investors with unaudited historical segment operating and adjusted financial results, consistent with its new reporting structure. The schedules in Exhibit 99.1 to this Current Report on Form 8-K provide unaudited financial information on the basis of the Company’s new reporting segments for the previously-reported quarters and full year fiscal 2026.

The segment realignment discussed above and presented in Exhibit 99.1 hereto does not represent a restatement of previously issued financial statements. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Non-GAAP Financial Disclosures

Adjusted EBITDA and adjusted EBITDA margin, as used in Exhibit 99.1 hereto, are not measures defined in generally accepted accounting principles (“GAAP”). These non-GAAP measures are used by management as performance measures to evaluate the Company’s overall financial performance and liquidity. These measures are not, and should not be viewed as, substitutes for the applicable GAAP measures, and may be different from similarly-titled measures used by other companies.

The Company defines adjusted EBITDA as net earnings excluding interest expense, the provision or benefit for income taxes, depreciation and amortization expenses, other income and expense, restructuring expenses, impairment charges, pension termination charges, acquisition and disposition costs, and certain other gains or charges. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of net sales. The Company believes that adjusted EBITDA and adjusted EBITDA margin provide relevant measures of profitability and earnings power. The Company views these financial metrics as being useful in assessing operating performance from period to period by excluding certain items that it believes are not representative of its core business. Adjusted EBITDA, when calculated for the business segments, is defined as operating income excluding depreciation and amortization expenses, restructuring expenses, impairment charges, and certain other gains or charges.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are being furnished herewith:



99.1		Recast unaudited segment financial information – for the quarter ended June 30, 2025; the quarter ended September 30, 2025; the quarter ended December 31, 2025; and the quarter and fiscal year ended March 31, 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/ Michael B. Lucareli
	Michael B. Lucareli
	Executive Vice President, Chief Financial Officer

Date: July 24, 2026

Exhibit 99.1

Modine Manufacturing Company

Segment operating results

Recast for segment realignment (unaudited)

(In millions)


	Three months ended									Twelve months ended
	June 30, 2025		September 30, 2025		December 31, 2025			March 31, 2026		March 31, 2026
Net sales:
Data Centers	$	183.7	$	225.0	$	297.6		$	401.9	$	1,108.2
Commercial HVAC		214.2		232.9		252.5			274.2		973.8
Performance Technologies		285.5		286.3		266.0			294.0		1,131.8
Segment total		683.4		744.2		816.1			970.1		3,213.8
Corporate and eliminations		(0.6)		(5.3)		(11.1)			(15.7)		(32.7)
Net sales	$	682.8	$	738.9	$	805.0		$	954.4	$	3,181.1


	Three months ended																Twelve months ended
	June 30, 2025				September 30, 2025				December 31, 2025				March 31, 2026				March 31, 2026
	$’s		% of sales		$’s		% of sales		$’s		% of sales		$’s		% of sales		$’s		% of sales
Gross profit:
Data Centers	$	54.7	29.8	%	$	54.9	24.4	%	$	71.1	23.9	%	$	93.5	23.3	%	$	274.2	24.7	%
Commercial HVAC		58.2	27.2	%		57.1	24.5	%		63.9	25.3	%		70.7	25.8	%		249.9	25.7	%
Performance Technologies		51.9	18.2	%		54.1	18.9	%		50.1	18.9	%		48.7	16.5	%		204.8	18.1	%
Segment total		164.8	24.1	%		166.1	22.3	%		185.1	22.7	%		212.9	21.9	%		728.9	22.7	%
Corporate and eliminations		0.6	-			(1.2)	-			1.0	-			1.8	-			2.2	-
Gross profit	$	165.4	24.2	%	$	164.9	22.3	%	$	186.1	23.1	%	$	214.7	22.5	%	$	731.1	23.0	%


	Three months ended									Twelve months ended
	June 30, 2025		September 30, 2025		December 31, 2025			March 31, 2026		March 31, 2026
Operating income:
Data Centers	$	34.7	$	35.9	$	52.0		$	71.9	$	194.5
Commercial HVAC		32.2		26.3		31.3			36.8		126.6
Performance Technologies		26.5		29.7		25.8			27.7		109.7
Segment total		93.4		91.9		109.1			136.4		430.8
Corporate and eliminations		(17.7)		(18.4)		(19.8)			(32.5)		(88.4)
Operating income	$	75.7	$	73.5	$	89.3		$	103.9	$	342.4

Modine Manufacturing Company

Segment adjusted financial results

Recast for segment realignment (unaudited)

(In millions)


	Three months ended June 30, 2025
	Data						Performance			Corporate and
	Centers			Commercial HVAC			Technologies			eliminations		Total
Operating income	$	34.7		$	32.2		$	26.5		$	(17.7)	$	75.7
Depreciation and amortization expense		5.7			5.5			7.5			0.3		19.0
Restructuring expenses ^(a)		0.2			1.1			3.5			—		4.8
Acquisition and integration costs ^(d)		—			—			—			1.9		1.9
Adjusted EBITDA	$	40.6		$	38.8		$	37.5		$	(15.5)	$	101.4

Net sales	$	183.7		$	214.2		$	285.5		$	(0.6)	$	682.8
Adjusted EBITDA margin		22.1	%		18.1	%		13.1	%				14.9	%


	Three months ended September 30, 2025
	Data						Performance			Corporate and
	Centers			Commercial HVAC			Technologies			eliminations		Total
Operating income	$	35.9		$	26.3		$	29.7		$	(18.4)	$	73.5
Depreciation and amortization expense		4.4			7.0			7.8			0.5		19.7
Restructuring expenses ^(a)		0.5			1.9			0.6			0.1		3.1
Impairment charge ^(b)		—			—			4.1			—		4.1
Acquisition and integration costs ^(d)		—			—			—			3.4		3.4
Adjusted EBITDA	$	40.8		$	35.2		$	42.2		$	(14.4)	$	103.8

Net sales	$	225.0		$	232.9		$	286.3		$	(5.3)	$	738.9
Adjusted EBITDA margin		18.1	%		15.1	%		14.7	%				14.0	%


	Three months ended December 31, 2025
	Data						Performance			Corporate and
	Centers			Commercial HVAC			Technologies			eliminations		Total
Operating income	$	52.0		$	31.3		$	25.8		$	(19.8)	$	89.3
Depreciation and amortization expense		4.3			7.9			7.9			0.3		20.4
Restructuring expenses ^(a)		0.3			1.6			5.6			—		7.5
Disposition costs ^(e)		—			—			—			2.4		2.4
Adjusted EBITDA	$	56.6		$	40.8		$	39.3		$	(17.1)	$	119.6

Net sales	$	297.6		$	252.5		$	266.0		$	(11.1)	$	805.0
Adjusted EBITDA margin		19.0	%		16.2	%		14.8	%				14.9	%

See the next page for information on restructuring expenses and other adjustments.

Modine Manufacturing Company

Segment adjusted financial results (continued)

Recast for segment realignment (unaudited)

(In millions)


	Three months ended March 31, 2026
	Data						Performance			Corporate and
	Centers			Commercial HVAC			Technologies			eliminations		Total
Operating income	$	71.9		$	36.8		$	27.7		$	(32.5)	$	103.9
Depreciation and amortization expense		4.7			8.0			7.5			0.4		20.6
Restructuring expenses ^(a)		0.1			2.8			2.2			0.1		5.2
Loss on sale of assets ^(c)		—			—			—			3.9		3.9
Disposition costs ^(e)		—			—			—			12.5		12.5
Adjusted EBITDA	$	76.7		$	47.6		$	37.4		$	(15.6)	$	146.1

Net sales	$	401.9		$	274.2		$	294.0		$	(15.7)	$	954.4
Adjusted EBITDA margin		19.1	%		17.4	%		12.7	%				15.3	%


	Twelve Months Ended March 31, 2026
	Data						Performance			Corporate and
	Centers			Commercial HVAC			Technologies			eliminations		Total
Operating income	$	194.5		$	126.6		$	109.7		$	(88.4)	$	342.4
Depreciation and amortization expense		19.1			28.4			30.8			1.4		79.7
Restructuring expenses ^(a)		1.1			7.4			11.9			0.2		20.6
Impairment charge ^(b)		—			—			4.1			—		4.1
Loss on sale of assets ^(c)		—			—			—			3.9		3.9
Acquisition and integration costs ^(d)		—			—			—			5.3		5.3
Disposition costs ^(e)		—			—			—			15.0		15.0
Adjusted EBITDA	$	214.7		$	162.4		$	156.5		$	(62.6)	$	471.0

Net sales	$	1,108.2		$	973.8		$	1,131.8		$	(32.7)	$	3,181.1
Adjusted EBITDA margin		19.4	%		16.7	%		13.8	%				14.8	%

____

(a)	Restructuring expenses primarily consist of employee severance expenses and equipment transfer costs.

(b)	During the second quarter of fiscal 2026, the Company recorded a $4.1 million non-cash asset impairment charge related to its technical service center and administrative support facility in Germany, which it expects to sell during fiscal 2027.

(c)	During the fourth quarter of fiscal 2026, the Company recorded a $3.9 million loss resulting from the settlement of a loan facility that it provided in connection with the sale of its Austrian automotive business in fiscal 2022.

(d)

Acquisition and integration costs primarily relate to the acquisitions of Climate by Design International and L.B. White and include fees for transaction advisory services, legal, accounting, and other professional services and costs directly associated with integration activities. The acquisition costs also include $1.3 million for the impact of inventory purchase accounting adjustments.

(e)	Disposition costs primarily relate to the pending Reverse Morris Trust transaction with Gentherm Incorporated and include fees for legal, accounting, tax, and other professional services and other costs directly related to the transaction.

SOURCE: Modine

Kathleen Powers

(262) 636-1687

kathleen.t.powers@modine.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 444.3 KB

Modine restructures segments and plans spin-off

Rhea-AI Filing Summary

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Filing Explained

8-K Event Classification

Key Figures

Key Terms

FAQ

How is Modine (MOD) changing its operating segments?

What historical financial data did Modine (MOD) recast under its new segment structure?

What were Modine (MOD) fiscal 2026 net sales and operating income by segment?

What is the planned Reverse Morris Trust transaction involving Modine (MOD) and Gentherm?

How will Modine (MOD) account for Performance Technologies before and after the spin-off?

How does Modine (MOD) define adjusted EBITDA and adjusted EBITDA margin?

Filing Exhibits & Attachments

Press Releases

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