Every 8-K that Modine Manufacturing Co (MOD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MOD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MOD filings page.
MODINE MANUFACTURING CO (symbol: MOD) is the issuer of record for a Form 8-K filing submitted to the SEC.
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.
Modine Manufacturing Company (MOD) reports the results of shareholder votes from the August 20, 2026 annual meeting. Shareholders elected Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams as directors to serve until the 2029 Annual Meeting of Shareholders and until their successors are elected and qualified.
Shareholders approved, on an advisory basis, the company’s named executive officer compensation and ratified the appointment of KPMG as Modine’s independent registered public accounting firm.
Modine Manufacturing reported first‑quarter fiscal 2027 results with net sales up 28% to $874.1 million, driven by strong growth in its targeted businesses. Data Centers revenue rose 90% to $348.6 million and Commercial HVAC grew 22% to $261.6 million, while Performance Technologies declined slightly. Gross profit increased to $182.0 million, but gross margin fell 340 basis points to 20.8% as all segments experienced lower margins, including temporary supply‑chain constraints in Data Centers.
Selling, general and administrative expenses increased 22% to $103.3 million, reflecting growth investments, acquisition-related costs and spending for the planned spin‑off of the Performance Technologies segment. Operating income was $74.8 million, essentially flat year over year, while net earnings rose to $74.3 million and diluted EPS to $1.37; adjusted EPS reached $1.53. Adjusted EBITDA increased to $106.5 million. Operating cash flow improved to $41.4 million, though free cash flow was a $5.0 million use due to higher capex, mainly to expand Data Centers capacity. Net debt increased to $432.9 million. Management cited three consecutive quarters of record order intake and a backlog nearly double year‑ago levels, and reaffirmed fiscal 2027 guidance for 20%–35% net sales growth and $650–$680 million adjusted EBITDA, while confirming that the Performance Technologies Reverse Morris Trust transaction with Gentherm remains on track to close in the fourth calendar quarter of 2026.
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.
Modine Manufacturing Company reported strong fourth quarter and fiscal 2026 results, marking a fourth straight year of record revenue, adjusted EBITDA and adjusted earnings per share. Fourth quarter net sales rose 47% to $954.4 million, driven mainly by Climate Solutions growth from data center customers and acquisitions. Quarterly adjusted EBITDA increased 40% to $146.1 million, and diluted EPS grew to $1.36 with adjusted EPS of $1.71.
For fiscal 2026, net sales increased 23% to $3,181.1 million. Adjusted EBITDA rose 20% to $471.0 million, and adjusted EPS improved to $5.02, although GAAP EPS declined to $2.26 due to a non‑cash $116.1 million pension termination charge. Net cash from operating activities was $248.7 million and free cash flow was $105.4 million. Net debt increased to $362.8 million, reflecting investments in acquisitions and capacity expansion.
Management highlighted three Climate Solutions acquisitions, the largest capacity expansion in company history for data center products, and a landmark $4 billion long‑term chiller sales agreement with a major hyperscale customer. For fiscal 2027, Modine targets net sales growth of +20% to 35% and adjusted EBITDA of $650 to $680 million, implying a fifth consecutive year of record results and supported by a strong Data Centers order book and the pending spin‑off of the Performance Technologies business.
Modine Manufacturing Company entered into Amendment No. 2 to its Sixth Amended and Restated Credit Agreement with Airedale International Air Conditioning Limited, its lenders, and JPMorgan Chase Bank, N.A. as administrative agent.
The amendment permits the planned separation, disposition and spin-off of Modine’s Performance Technologies business under a January 29, 2026 merger agreement. It allows a newly formed subsidiary to incur debt held in escrow for this PT Transaction and revises negative covenants to permit related investments, restricted payments, asset transfers and affiliate transactions. It also requires mandatory prepayment of loans with 100% of the net proceeds of that indebtedness when escrow is released or otherwise in connection with the PT Transaction.
Modine Manufacturing Company furnished a new investor presentation for use in meetings with investors. The presentation, dated February 2026, is provided as Exhibit 99.1 to a Form 8-K and is incorporated by reference. The company notes this material is furnished under Item 7.01 and is not deemed “filed” for liability purposes under the Securities Exchange Act.
Modine Manufacturing Company filed a current report describing its latest quarterly results communication. The company issued a press release announcing results of operations and financial condition for the third quarter ended December 31, 2025, and is furnishing that release as an exhibit. Management, including the President and Chief Executive Officer and the Chief Financial Officer, plans to review the third-quarter performance on a conference call scheduled for 11:00 a.m. Eastern Time on February 5, 2026, using an accompanying earnings presentation that is also furnished as an exhibit. The financial details themselves are contained in the attached press release and presentation rather than in this report.
Modine Manufacturing Company agreed to separate its Performance Technologies business and combine it with Gentherm through a Reverse Morris Trust structure. Modine will first spin off the business into a new company, SpinCo, which will then merge with a Gentherm subsidiary.
Modine will receive $210 million in cash, subject to adjustments for SpinCo cash, working capital and debt, and its shareholders are expected to own about 40% of Gentherm’s common stock after closing, disregarding shareholder overlap. To maintain favorable tax treatment, the Gentherm share exchange ratio can be increased so former Modine shareholders own at least 50.5% for tax purposes, which would reduce the cash distribution and may lead Gentherm to pay a pre-closing cash dividend to its own shareholders.
The transaction has been unanimously approved by both boards. A 364-day bridge loan commitment backs SpinCo’s cash distribution to Modine and a potential Gentherm special dividend. Gentherm’s post-deal board will have 11 members, including two independent directors selected by Modine. The merger agreement includes customary covenants, a latest outside closing date of March 31, 2027 (with a possible three‑month extension for regulatory approvals), and a $45 million termination fee payable by Gentherm in certain scenarios.
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.
Modine Manufacturing Company disclosed that it has entered into a Retirement Letter Agreement with Eric S. McGinnis, President – Climate Solutions, in connection with his planned retirement. Mr. McGinnis has given formal notice that he will retire effective June 30, 2026, and will remain in his current role during a transition period to provide oversight.
During this transition period, he will continue as an at-will employee, receive his regular base pay and benefits, and accrue vacation, which will be paid in a lump sum after retirement. He will not receive additional long-term or management incentive plan awards for fiscal year 2027.
The agreement provides for continued and accelerated vesting of certain existing equity awards, subject to his continued employment through the retirement date and execution of a release of claims. All unvested restricted stock units from the fiscal 2025 and 2026 LTIP programs will vest on the retirement date, portions of a May 16, 2024 Special Equity Program Award may vest if performance conditions are met, and he may receive pro rata payouts on specified LTIP performance stock awards. The agreement also includes customary release, confidentiality, and cooperation provisions.
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.
Modine Manufacturing Company filed an 8-K/A to amend its prior report by providing an updated Exhibit 99.2 earnings presentation, correcting information on page 4. The company states there are no other changes to Exhibit 99.2, and no changes to the original report or Exhibit 99.1.
Under Item 2.02, Modine furnished its press release announcing results for the second quarter ended September 30, 2025, and the updated presentation for its earnings call. Management plans to discuss results on a conference call at 11:00 a.m. Eastern Time on October 29, 2025. The materials are furnished, not filed, under the Exchange Act.
Modine Manufacturing Company (MOD) furnished an 8-K announcing its second-quarter results materials. The company issued a press release covering results of operations and financial condition for the second quarter ended September 30, 2025. A conference call is scheduled for 11:00 a.m. Eastern Time on October 29, 2025, led by President and CEO Neil D. Brinker and EVP & CFO Michael B. Lucareli.
Supporting materials include Exhibit 99.1 (press release dated October 28, 2025) and Exhibit 99.2 (October 29, 2025 earnings call presentation). The information under Item 2.02, including Exhibits 99.1 and 99.2, is furnished and not deemed filed under the Exchange Act.
Modine Manufacturing Company reported the results of its annual shareholder meeting held on August 21, 2025. Shareholders elected Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza as directors to serve until the 2028 annual meeting and until successors are elected and qualified.
Shareholders also approved the advisory "say on pay" vote on named executive officer compensation, with 44,940,714 votes for and 1,542,927 against. In addition, they ratified the appointment of KPMG as the independent registered public accounting firm, with 48,659,379 votes for, 133,266 against, and 54,474 abstentions.