Welcome to our dedicated page for MODINE MANUFACTURING CO SEC filings (Ticker: MOD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Modine Manufacturing Co. SEC filings document material-event disclosures for a thermal management manufacturer with common stock listed on the New York Stock Exchange under MOD. The record includes Form 8-K and 8-K/A reports covering operating results, earnings-call materials, amendments to credit agreements, capital-structure disclosures, and written communications related to portfolio transactions.
Modine filings also address governance and management matters, including board and executive transition disclosures and related compensation arrangements. These documents provide formal reporting on financing arrangements involving Modine and Airedale International Air Conditioning Limited as borrowers, segment-related transaction matters, shareholder voting topics, and the company’s registered common stock.
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 reported insider share sales by its President and CEO, who is also a director. On December 2, 2025, he sold 25,025 shares of common stock at a weighted average price of $160.36 per share, followed by an additional sale of 6,846 shares at a weighted average price of $161.31 per share. After these transactions, he beneficially owns 238,312 shares of Modine common stock, held directly.
The filing explains that these transactions were executed under a pre-arranged Rule 10b5-1 trading plan that the executive entered into on March 24, 2025. The company notes that these trades complete all activity under that plan, and that the reported prices are weighted averages of multiple trades within narrow intraday price ranges.
A shareholder of MOD has filed a Form 144 notice to sell 31,871 shares of common stock through Rockefeller Financial LLC. The planned sale has an aggregate market value of $5,117,455 based on current pricing, with the shares listed on the NYSE and an approximate sale date of 12/02/2025. The issuer has 52,490,229 shares outstanding, which is a baseline figure for the company’s equity.
The shares to be sold were acquired through multiple restricted stock unit (RSU) grants from MOD on dates including 06/06/2025, 05/16/2025, 12/17/2024, 06/06/2024, 06/04/2024, and 05/31/2024. Each RSU grant converted into common shares on its respective acquisition and payment date, with specific grant sizes such as 694 shares on 06/06/2025 and 14,689 shares on 06/06/2024. The filer represents that they are not aware of any undisclosed material adverse information about the issuer.
Modine Manufacturing Company executive Erin J. Roth, who serves as VP, General Counsel and Chief Compliance Officer, reported a tax-related share disposition. On 11/27/2025, Roth had 516 shares of common stock withheld in a private transaction at $158.97 per share to cover tax obligations arising from equity compensation. After this transaction, Roth beneficially owns 3,867 Modine common shares, held directly.
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 its Q2 FY2026 10‑Q, reporting higher sales with steady profitability. For the three months ended September 30, 2025, net sales were $738.9 million versus $658.0 million a year ago, while diluted EPS was $0.83 versus $0.86. Operating income was $73.5 million compared with $75.3 million.
Segment mix and growth were notable. Climate Solutions net sales were $454.4 million and Performance Technologies were $286.3 million. Within Climate Solutions, Data Centers contributed $226.3 million. For the six months ended September 30, 2025, net sales were $1,421.7 million versus $1,319.5 million, and diluted EPS was $1.78 versus $1.73.
Balance sheet and cash flows reflected acquisitions and capacity expansion. Total assets rose to $2,385.9 million from $1,917.6 million, and long‑term debt increased to $525.8 million from $296.7 million. Net cash provided by operating activities was $29.1 million for the six months, with investing cash outflows of $238.3 million including $182.1 million for acquisitions (L.B. White $110.5 million, Climate by Design $64.4 million, AbsolutAire $11.3 million). The company signed a 7‑year operating lease for a manufacturing facility with future payments of approximately $44.0 million.
Upcoming pension actions are significant. Modine expects non‑cash pension settlement charges of approximately $120.0–$125.0 million and cash contributions of $20.0–$25.0 million during the second half of fiscal 2026. A new $400.0 million revolving credit facility and $200.0 million term loan mature in July 2030.
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 Co. (MOD) filed a Rule 144 notice reporting a planned sale of 1,311 shares of common stock through Morgan Stanley Smith Barney LLC on 10/03/2025, with an aggregate market value listed as $193,792.02 and 52,490,229 shares outstanding. The filing shows those 1,311 shares were acquired as Restricted Stock Units on 10/02/2024. The form also discloses prior Rule 10b5-1 sales by the same person of 6,621 shares on 07/31/2025 for gross proceeds of $841,915.00. The filer attests they are unaware of undisclosed material adverse information and, where applicable, references any 10b5-1 plan adoption date in the remarks.
Modine Manufacturing Co (MOD) officer Eric S. McGinnis disclosed insider sales in a Form 4. On 08/22/2025 he sold 20,868 shares at a weighted average price of $140.65 and 4,305 shares at $141.89. On 08/25/2025 he disposed of 759 shares in a private transaction to cover tax withholding at $138.12. Following these transactions the reporting person beneficially owned 19,207 shares, held directly. The Form 4 includes a footnote that the $140.65 price is a weighted average across multiple sale prices within $140.56 to $141.06 and offers to provide full breakdowns on request.