Welcome to our dedicated page for Modine Manf 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.
The SEC filings page for Modine Manufacturing Co (NYSE: MOD) provides access to the company’s official U.S. regulatory disclosures. As a Wisconsin-incorporated issuer with common stock listed on the New York Stock Exchange, Modine files a range of documents with the Securities and Exchange Commission that describe its financial condition, governance, and material events.
Investors can use this page to review Modine’s current reports on Form 8-K, which the company uses to announce items such as quarterly financial results, earnings presentations, amendments to its credit agreement, acquisitions, changes to product group structures, director appointments and retirements, executive retirement arrangements, and shareholder voting outcomes. These filings complement Modine’s press releases by providing standardized, regulator-focused descriptions of significant developments.
In addition to 8-Ks, Modine files proxy statements on Schedule 14A that cover topics like board composition, executive compensation, and matters presented for shareholder votes at the annual meeting. The company also files periodic reports that include audited financial statements and detailed segment information for its Climate Solutions and Performance Technologies businesses.
On Stock Titan, Modine’s SEC filings are updated in near real time as they are posted to the SEC’s EDGAR system. AI-powered summaries help explain the key points in lengthy documents, highlighting items such as changes in capital structure, governance updates, and significant financing arrangements. Users can quickly understand the implications of new filings without reading every page, while still having full-text access for deeper analysis.
This page is a resource for anyone researching MOD, from long-term shareholders to prospective investors who want to see how Modine reports its operations, risk factors, and strategic actions through official SEC channels.
Modine Manufacturing Company filed communications about a proposed business combination involving Gentherm Incorporated and Platinum SpinCo Inc., which will hold Modine’s Performance Technologies business after a planned spin-off. The communication emphasizes that it is not an offer or solicitation to buy, sell or exchange securities.
The parties plan to file a Form S-4 registration statement for Gentherm and a Form 10 for SpinCo, which will include proxy and information statement/prospectus materials for shareholders. Investors are urged to read these documents when available because they will describe the transaction, the companies involved and related matters.
The text contains extensive forward-looking statement disclosures, listing numerous risks that could cause actual results to differ, including failure to obtain regulatory or shareholder approvals, inability to complete or integrate the transaction as expected, uncertainty around synergies and tax treatment, separation challenges for SpinCo and potential litigation or changing economic and regulatory conditions.
Modine Manufacturing plans a tax-free spin-off of its Performance Technologies segment and simultaneous combination with Gentherm via a Reverse Morris Trust, valuing Performance Technologies at about $1 billion, or 6.8x trailing 12‑month adjusted EBITDA as of September 30, 2025.
Modine expects to receive $210 million in cash at closing, with its shareholders receiving approximately $790 million of Gentherm stock and owning 40% of the combined Gentherm/SpinCo while retaining 100% of Modine. The deal is targeted to close in the fourth quarter of 2026, subject to Gentherm shareholder and regulatory approvals.
After the transaction, Modine will become a pure‑play climate solutions company built around data centers and commercial HVAC&R. Climate Solutions generated $1.6 billion in revenue over the 12 months ended September 30, 2025 and is expected to grow 35%–40% to nearly $2 billion this fiscal year, with a 19.6% adjusted EBITDA margin, or $307 million. The data center business grew at a 93% CAGR over the last two years, and Modine targets 50%–70% annual data center revenue growth over the next two fiscal years from roughly $1 billion, aiming to replace about $1 billion of Performance Technologies revenue within 12–24 months and exceed $2 billion in data center revenue by fiscal 2028.
Modine Manufacturing Company describes a planned separation of its Performance Technologies business and a combination of that business, through Platinum SpinCo Corporation, with Gentherm Incorporated. Performance Technologies would join Gentherm, a global thermal management leader, while Modine’s remaining Climate Solutions segment and corporate functions would operate as a separate, publicly traded HVAC-focused company.
The transaction is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions, including required regulatory approvals and Gentherm shareholder approval. Modine’s CEO frames the deal as a major step in the company’s multi‑year transformation, aiming to position both Performance Technologies and Climate Solutions for long‑term success.
Gentherm and Modine describe a proposed business combination involving Modine’s Performance Technologies business, which will be spun off as Platinum SpinCo Corporation and then combined with Gentherm. In a video message to Modine Performance Technologies employees, Gentherm’s CEO highlights the strategic fit between Gentherm’s thermal management and comfort technologies and Modine’s strength in commercial vehicle, heavy-duty equipment, power generation and automotive markets.
Gentherm notes it operates in 13 countries with approximately 14,000+ employees and generated about $1.5 billion in revenue in 2025. After closing, the combined company is expected to operate under the Gentherm name, with Bill Presley remaining CEO and Modine Performance Technologies run as a Gentherm division led by Jeremy Patten. The parties currently expect the transaction to close in the fourth quarter of calendar 2026, subject to shareholder approval, regulatory clearances and other conditions, and they emphasize this communication is not an offer or solicitation. They outline forthcoming SEC filings, including a Form S-4 from Gentherm and a Form 10 for SpinCo, and include extensive forward‑looking statement cautions.
Modine Manufacturing Company describes a proposed business combination involving Gentherm Incorporated and Platinum SpinCo Corporation, which will hold Modine’s Performance Technologies business, along with a spin-off of SpinCo from Modine.
The communication explains that Gentherm plans to file a Form S-4 registration statement containing a proxy statement/prospectus, while SpinCo plans to file a Form 10 that will serve as an information statement/prospectus for the spin-off. It emphasizes that investors should carefully read these future SEC filings when available because they will contain important details about Modine, Gentherm, SpinCo and the transaction.
The document also includes an extensive forward-looking statements disclaimer, outlining numerous risks that could cause actual results or transaction timing and benefits to differ materially, including regulatory approvals, closing conditions, integration challenges, tax treatment, separation complexity and broader legal, economic and industry conditions.
Modine Manufacturing Company plans to separate its Performance Technologies segment into Platinum SpinCo Corporation and merge SpinCo with Gentherm Incorporated. After the deal, Modine’s remaining operations will form a standalone, publicly traded, pure-play Climate Solutions company.
Performance Technologies will join Gentherm, combining Modine’s vehicular and heavy‑duty expertise with Gentherm’s automotive and medical thermal management and comfort technologies. Jeremy Patten and his team will continue to lead the Performance Technologies business as a Gentherm division, while Neil D. Brinker will remain CEO of the post‑transaction Modine.
Modine will sharpen its focus on data centers, commercial HVAC and refrigeration, elevating its Data Centers group to a separate segment led by Art Laszlo effective April 1. The transaction is expected to close by the end of calendar 2026, subject to customary closing conditions and regulatory approvals, and is described as a key step in Modine’s strategic transformation.
Modine Manufacturing Company plans to separate its Performance Technologies business and combine it with Gentherm in a Reverse Morris Trust transaction. Modine will receive a $210 million cash distribution from SpinCo, subject to adjustments for cash, working capital, indebtedness and potential tax-related share increases.
After closing and disregarding shareholder overlap, Modine shareholders are expected to own about 40% of Gentherm’s common stock, with existing Gentherm holders owning about 60%. The deal is backed by a 364‑day bridge loan facility to fund the cash distribution and any Gentherm special dividend, and includes a $45 million Gentherm termination fee in certain cases. Gentherm’s board will expand to eleven members, adding two independent directors selected by Modine.
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.