Modine (NYSE: MOD) raises credit capacity to $550M and updates terms

Rhea-AI Filing Summary

Modine Manufacturing Company entered into Amendment No. 1 to its Sixth Amended and Restated Credit Agreement with a syndicate of lenders and JPMorgan Chase Bank as administrative agent. The Amendment increases the aggregate revolving credit commitments by $150.0 million, raising total revolving capacity from $400.0 million to $550.0 million. It also modifies the expansion option to allow up to $250.0 million of future incremental revolving commitments and incremental term loans. In addition, Modine gained the ability, under specified conditions and at its own expense, to require a lender to assign its loans and commitments to an eligible replacement lender, provided that lender’s principal, interest, fees, and other amounts under the agreement are paid in full.

Insights

Corporate credit and capital structure analyst

Modine expands revolving credit capacity and adds lender replacement flexibility.

Modine Manufacturing Company amended its syndicated credit facility, raising aggregate revolving commitments from $400.0 million to $550.0 million. This larger committed line can support working capital swings, seasonal needs, or general corporate purposes, depending on how the company chooses to draw it over time.

The Amendment also revises the expansion option so the facility can accommodate up to $250.0 million of future incremental revolving commitments and incremental term loans. This language gives documented room to increase total borrowings under the same agreement framework if lenders agree to provide more capacity.

A further change permits the company, under specified circumstances and at its sole expense, to require a lender to assign its loans and commitments to an eligible assignee that is reasonably acceptable to the administrative agent and, if applicable, issuing banks and swingline lenders. This mechanism can help manage counterparty relationships and ensure alignment within the lending group, with actual effects depending on future lender and company decisions.

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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

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Date of Report (Date of earliest event reported): December 23, 2025

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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 1.01Entry into a Material Definitive Agreement.

On December 23, 2025, Modine Manufacturing Company (the “Company”) and Airedale International Air Conditioning Limited, as borrowers (collectively, the “Borrowers”), entered into Amendment No. 1 (the “Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025 (as amended by the Amendment, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment increases the aggregate revolving commitments under the Credit Agreement by $150.0 million, from $400.0 million to $550.0 million, while also modifying the expansion option under the Credit Agreement to permit up to $250.0 million of future incremental revolving commitments and incremental term loans. In the absence of the Amendment, the increase in the revolving commitments effected by the Amendment would have left $150.0 million available under the expansion option.

In addition, the Amendment amends the Credit Agreement to permit the Company, under specified circumstances and at its sole expense, to require a lender to assign and delegate its loans and commitments to an eligible assignee reasonably acceptable to the administrative agent (and, if applicable, the issuing banks and swingline lenders), subject to the payment in full of such lender’s outstanding principal, accrued interest, accrued fees and other amounts payable under the Credit Agreement.

The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

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Item 9.01Financial Statements and Exhibits.

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(d)Exhibits

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The following exhibits are being furnished herewith:

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4.1	Amendment No. 1 to Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, dated as of December 23, 2025
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:  December 29, 2025

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FAQ

What financing change did Modine Manufacturing Company (MOD) disclose in this 8-K?

Modine disclosed Amendment No. 1 to its Sixth Amended and Restated Credit Agreement, which modifies the company’s syndicated credit facility with a group of lenders and JPMorgan Chase Bank, N.A. as administrative agent.

By how much did Modine (MOD) increase its revolving credit commitments?

The Amendment increases Modine’s aggregate revolving credit commitments by $150.0 million, raising total revolving capacity from $400.0 million to $550.0 million.

What is the new expansion option under Modine’s amended credit agreement?

The Amendment modifies the expansion option to permit up to $250.0 million of future incremental revolving commitments and incremental term loans under the credit agreement.

Does Modine have new rights regarding replacement of lenders under the amended facility?

Yes. Under specified circumstances and at its sole expense, Modine can require a lender to assign and delegate its loans and commitments to an eligible assignee reasonably acceptable to the administrative agent and, if applicable, the issuing banks and swingline lenders, after that lender is paid in full.

Which entities are borrowers under Modine’s amended credit agreement?

The borrowers are Modine Manufacturing Company and Airedale International Air Conditioning Limited, referred to collectively as the Borrowers in the agreement.

Where can investors find the full text of Modine’s credit agreement amendment?

The complete Amendment No. 1 to the Credit Agreement is filed as Exhibit 4.1 to this report and is incorporated by reference.