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.
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 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.
Modine Manufacturing director Garimella Suresh V reported selling 1,100 shares of the company’s common stock on January 22, 2026 at a price of $150 per share. After this transaction, he beneficially owned 80,956 common shares, held directly.
The sale was made under a pre-arranged Rule 10b5-1 trading plan that he adopted on September 20, 2025, which allows insiders to systematically sell shares according to preset instructions, helping separate personal trading decisions from day-to-day company developments.
A holder of Modine Manufacturing Company (MOD) common stock has filed a notice of proposed sale under Rule 144 for 1,100 shares, with an aggregate market value of 158,048.00. The planned sale is to be executed through Morgan Stanley Smith Barney LLC on the NYSE, with an approximate sale date of 01/22/2026.
The 1,100 shares of common stock were acquired on 07/21/2023 as restricted stock units from the issuer, with the form indicating “N/A” for the nature of payment. Shares outstanding were 52,648,568 at the time referenced, providing a baseline for the size of this proposed sale.
Modine Manufacturing Company reported an insider equity transaction by its President, Climate Solutions, on 01/05/2026. The officer exercised employee stock options to acquire 14,243 shares of common stock at an exercise price of $12.28 per share and an additional 11,140 shares at an exercise price of $12.62 per share. These transactions increased the officer’s directly held common stock to 44,590 shares following the reported activity.
The options exercised had previously vested in installments between 2022 and 2025, with expiration dates in 2031 and 2032. After these exercises, the Form 4 shows 0 derivative securities remaining under the reported option grants.
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 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.