Form 8-K/A

8-K/A — MODINE MANUFACTURING CO

Accession: 0001104659-26-114220

Filed: 2026-10-07

Period: 2026-10-01

CIK: 0000067347

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Financial Statements and Exhibits

Documents

8-K/A — mod-20261001x8ka.htm (Primary)

EX-99.1 (mod-ex99d1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: mod-20261001x8ka.htm · Sequence: 1

Modine Manufacturing Company_October 1, 2026

0000067347true00000673472026-10-012026-10-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2026

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Wisconsin

001-01373

39-0482000

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin

53403

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(262) 636-1200

(Former name or former address, if changed since last report.)

N/A

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:

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

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).

Emerging growth company ☐

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. ☐

Introductory Note

On October 1, 2026, Modine Manufacturing Company (“Modine” or the “Company”), completed the previously-announced spin-off of the Company’s Performance Technologies business (the “Performance Technologies Business”) and the combination of the Performance Technologies Business with Gentherm Incorporated, a Michigan corporation, in a Reverse Morris Trust transaction (the “Transaction”) as described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 1, 2026 (the “Original Form 8-K”).

This Amendment No. 1 on Form 8-K/A amends the Original Form 8-K solely to file the unaudited pro forma financial information of the Company giving effect to the Transaction required by Item 9.01(b) of Form 8-K, which the Original Form 8-K stated would be filed by amendment. Such information is filed as Exhibit 99.1.

Unaudited pro forma financial information included in this Amendment No. 1 is intended for illustrative and informational purposes only and is not necessarily indicative of the results of operations that the Company would have achieved had the Transaction been completed on the dates assumed in the pro forma financial information or of the results that may be obtained in the future.

Item 9.01Financial Statements and Exhibits

(b)

Pro Forma Financial Information

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference:

• Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026

• Unaudited Pro Forma Consolidated Statement of Operations for the three months ended June 30, 2026

• Unaudited Pro Forma Consolidated Statements of Operations for each of the three years ended March 31, 2026, 2025 and 2024

• Notes to Unaudited Pro Forma Consolidated Financial Information

(d)

Exhibits

99.1

Unaudited Pro Forma Consolidated Financial Information of Modine Manufacturing Company

104

Cover Page Interactive Data File (formatted as Inline XBRL)

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/ Michael B. Lucareli

Michael B. Lucareli

Executive Vice President, Chief Financial Officer

Date: October 7, 2026

EX-99.1

Filename: mod-ex99d1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Reverse Morris Trust Transaction

On October 1, 2026, Modine Manufacturing Company (“Modine” or the “Company”), completed the previously-announced spin-off of the Company’s Performance Technologies business (the “Performance Technologies Business”), which was contributed to a wholly-owned subsidiary of the Company, Platinum Spinco Inc. (“SpinCo”) pursuant to the Separation Agreement, dated as of January 29, 2026, among the Company, SpinCo and Gentherm Incorporated, a Michigan corporation (“Gentherm”) (the “Separation Agreement”), and merger of SpinCo with a wholly-owned subsidiary of Gentherm pursuant to an Agreement and Plan of Merger, dated as of January 29, 2026, among the Company, SpinCo, Gentherm and Platinum Gold Merger Sub Inc. (the “Merger Agreement”) in a Reverse Morris Trust transaction (the “Transaction”).

Beginning with the third quarter of fiscal 2027, the historical financial results of the Performance Technologies Business will be reflected in Modine’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“U.S. GAAP”) for all periods presented.

Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial information (“pro forma financial information”) as of and for the three months ended June 30, 2026 and for each of the years ended March 31, 2026, 2025, and 2024 reflects adjustments to the Company’s historical financial results related to the Transaction and related events. The unaudited pro forma consolidated statements of operations for the three months ended June 30, 2026 and for the year ended March 31, 2026 give effect to the Transaction and related events as if they occurred April 1, 2025. The unaudited pro forma consolidated balance sheet as of June 30, 2026, gives effect to the Transaction and related events as if they occurred June 30, 2026. The pro forma financial information reflects the Performance Technologies Business as a discontinued operation for all periods presented.

The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information. The pro forma financial information provided herein is intended for illustrative and informational purposes only. The pro forma financial information is not necessarily indicative of and does not purport to represent the Company’s financial position or results of operations had the Transaction and related events been completed on the dates indicated or what the Company’s future operating results will be after giving effect to these events. The pro forma financial information includes management’s estimates and is subject to the assumptions and adjustments described in the accompanying notes. The pro forma financial information should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes. The “Historical Modine” columns present the Company’s historical results for the periods shown and do not include any adjustments related to the Transaction or related events. The “Performance Technologies Discontinued Operations” columns include adjustments which are consistent with the guidance for discontinued operations under U.S. GAAP. The Company's current estimates for its discontinued operations are preliminary and could change as the Company finalizes the discontinued operations accounting to be reported in its Quarterly Report on Form 10-Q for the three and nine months ended December 31, 2026.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2026

(in millions, except per share amounts)

Performance

Technologies

Discontinued

Transaction

Historical

Operations

Accounting

Pro Forma

Modine

(a)

Adjustments

Modine

ASSETS

Cash and cash equivalents

95.3

(41.2)

—

54.1

Trade accounts receivable – net

659.9

(227.3)

—

432.6

Inventories

609.0

(170.1)

—

438.9

Other current assets

162.7

(35.3)

—

127.4

Total current assets

1,526.9

(473.9)

—

1,053.0

Property, plant and equipment – net

536.1

(182.6)

—

353.5

Intangible assets – net

190.2

—

190.2

Goodwill

290.2

—

290.2

Deferred income taxes

88.7

(16.3)

—

72.4

Other noncurrent assets

163.3

(22.2)

—

141.1

Total assets

2,795.4

(695.0)

—

2,100.4

LIABILITIES AND SHAREHOLDERS’ EQUITY

Short-term debt

8.1

(8.1)

—

Long-term debt – current portion

43.9

(0.5)

—

43.4

Accounts payable

508.9

(153.0)

31.0

(d)

386.9

Accrued compensation and employee benefits

84.1

(26.7)

—

57.4

Other current liabilities

104.8

(21.7)

—

83.1

Total current liabilities

749.8

(210.0)

31.0

570.8

Long-term debt

476.2

(1.6)

(198.6)

(b)

276.0

Deferred income taxes

24.8

—

24.8

Other noncurrent liabilities

334.8

(23.5)

—

311.3

Total liabilities

1,585.6

(235.1)

(167.6)

1,182.9

Shareholders’ equity:

Preferred stock, $0.025 par value, authorized 16.0 million shares, issued – none

—

Common stock, $0.625 par value, authorized 80.0 million shares, issued 57.5 million shares

35.9

—

35.9

Additional paid-in capital

343.8

—

343.8

Retained earnings

1,038.4

(538.0)

167.6

(b)(d)

668.0

Accumulated other comprehensive loss

(47.4)

86.4

—

39.0

Treasury stock, at cost, 4.4 million shares

(169.2)

—

(169.2)

Total Modine shareholders’ equity

1,201.5

(451.6)

167.6

917.5

Noncontrolling interest

8.3

(8.3)

—

Total equity

1,209.8

(459.9)

167.6

917.5

Total liabilities and equity

2,795.4

(695.0)

—

2,100.4

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the three months ended June 30, 2026

(in millions, except per share amounts)

Performance

Technologies

Discontinued

Transaction

Historical

Operations

Accounting

Pro Forma

Modine

(a)

Adjustments

Modine

Net sales

874.1

(277.8)

—

596.3

Cost of sales

692.1

(227.4)

—

464.7

Gross profit

182.0

(50.4)

—

131.6

Selling, general and administrative expenses

103.3

(25.1)

—

78.2

Restructuring expenses

3.9

(1.7)

—

2.2

Operating income

74.8

(23.6)

—

51.2

Interest expense

(6.4)

—

2.5

(c)

(3.9)

Other income – net

0.2

0.1

—

0.3

Earnings before income taxes

68.6

(23.5)

2.5

47.6

Benefit for income taxes

5.7

6.0

(0.6)

(e)

11.1

Net earnings

74.3

(17.5)

1.9

58.7

Net earnings attributable to noncontrolling interest

(0.4)

0.4

—

Net earnings attributable to Modine

73.9

(17.1)

1.9

58.7

Net earnings per share attributable to Modine shareholders:

Basic

1.39

1.10

Diluted

1.37

1.09

Weighted-average shares outstanding:

Basic

53.3

Diluted

54.0

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended March 31, 2026

(in millions, except per share amounts)

Performance

Technologies

Discontinued

Transaction

Historical

Operations

Accounting

Pro Forma

Modine

(a)

Adjustments

Modine

Net sales

3,181.1

(1,125.7)

—

2,055.4

Cost of sales

2,450.0

(915.2)

—

1,534.8

Gross profit

731.1

(210.5)

—

520.6

Selling, general and administrative expenses

360.1

(86.9)

—

273.2

Restructuring expenses

20.6

(11.9)

—

8.7

Impairment charge

4.1

—

4.1

Loss on sale of assets

3.9

—

3.9

Operating income

342.4

(111.7)

—

230.7

Interest expense

(31.6)

0.3

11.0

(c)

(20.3)

Pension termination charge

(116.1)

—

(116.1)

Other expense – net

(8.2)

(0.2)

—

(8.4)

Earnings before income taxes

186.5

(111.6)

11.0

85.9

Provision for income taxes

(63.2)

34.1

(2.8)

(e)

(31.9)

Net earnings

123.3

(77.5)

8.2

54.0

Net earnings attributable to noncontrolling interest

(1.8)

1.8

—

Net earnings attributable to Modine

121.5

(75.7)

8.2

54.0

Net earnings per share attributable to Modine shareholders:

Basic

2.30

1.02

Diluted

2.26

1.00

Weighted-average shares outstanding:

Basic

52.8

Diluted

53.8

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended March 31, 2025

(in millions, except per share amounts)

Performance Technologies

Historical

Discontinued Operations

Pro Forma

Modine

(a)

Modine

Net sales

2,583.5

(1,142.9)

1,440.6

Cost of sales

1,939.7

(903.7)

1,036.0

Gross profit

643.8

(239.2)

404.6

Selling, general and administrative expenses

332.1

(99.8)

232.3

Restructuring expenses

28.2

(20.5)

7.7

Operating income

283.5

(118.9)

164.6

Interest expense

(26.4)

0.2

(26.2)

Other expense – net

(3.1)

(2.2)

(5.3)

Earnings before income taxes

254.0

(120.9)

133.1

Provision for income taxes

(68.5)

34.5

(34.0)

Net earnings

185.5

(86.4)

99.1

Net earnings attributable to noncontrolling interest

(1.5)

1.5

—

Net earnings attributable to Modine

184.0

(84.9)

99.1

Net earnings per share attributable to Modine shareholders:

Basic

3.50

1.88

Diluted

3.42

1.84

Weighted-average shares outstanding:

Basic

52.6

Diluted

53.9

See the accompanying notes to the unaudited pro forma consolidated financial information.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended March 31, 2024

(in millions, except per share amounts)

Performance Technologies

Historical

Discontinued Operations

Pro Forma

Modine

(a)

Modine

Net sales

2,407.8

(1,245.6)

1,162.2

Cost of sales

1,882.2

(1,019.0)

863.2

Gross profit

525.6

(226.6)

299.0

Selling, general and administrative expenses

273.9

(106.9)

167.0

Restructuring expenses

15.0

(13.7)

1.3

Gain on sale of assets

(4.0)

—

(4.0)

Operating income

240.7

(106.0)

134.7

Interest expense

(24.1)

0.2

(23.9)

Other expense – net

(2.0)

(5.7)

(7.7)

Earnings before income taxes

214.6

(111.5)

103.1

Provision for income taxes

(51.2)

28.5

(22.7)

Net earnings

163.4

(83.0)

80.4

Net earnings attributable to noncontrolling interest

(1.9)

1.9

—

Net earnings attributable to Modine

161.5

(81.1)

80.4

Net earnings per share attributable to Modine shareholders:

Basic

3.08

1.54

Diluted

3.03

1.51

Weighted-average shares outstanding:

Basic

52.4

Diluted

53.4

See the accompanying notes to the unaudited pro forma consolidated financial information.

NOTES TO UNAUDITED PRO FORMA Consolidated FINANCIAL Information

The following adjustments have been reflected:

Performance Technologies Discontinued Operations:

(a) Reflects the assets, liabilities, and the direct revenues and expenses that comprise the Performance Technologies Business in accordance with the discontinued operations guidance in Accounting Standards Codification 205, “Financial Statement Presentation” (“ASC 205”).

Transaction Accounting Adjustments:

(b) Pursuant to the Separation Agreement and the Merger Agreement, Modine received a cash distribution of $156.0 million from SpinCo. In addition, in connection with the transaction closing, Modine received a cash transfer of $42.6 million from SpinCo, which was based primarily upon estimates of SpinCo’s net working capital, cash, and indebtedness, and certain transaction expense reimbursement obligations, each as defined in the Separation Agreement. This cash transfer amount is subject to the post-closing adjustment provisions of the Separation Agreement. Modine used the cash received to repay $198.6 million of outstanding borrowings under its revolving credit facility.

(c) Reflects the reduction of interest expense of $2.5 million and $11.0 million for the three months ended June 30, 2026 and the year ended March 31, 2026, respectively, to give effect to the repayment of debt described in adjustment (b).

(d) Modine estimates that non-recurring costs associated with the Transaction will total approximately $31.0 million during the periods subsequent to June 30, 2026. These costs primarily relate to transaction advisory, legal, accounting, tax and other professional services directly associated with the Transaction and are expected to be incurred by the end of fiscal 2027.

(e) Reflects the income tax effect of the transaction accounting adjustments calculated using the tax rates in effect within the applicable tax jurisdictions during the periods presented. The blended federal and state statutory income tax rate was 24% and 26% for the first quarter of fiscal 2027 and fiscal 2026, respectively.

In connection with the Transaction, Modine and SpinCo entered into a transition services agreement under which certain post-closing services will be provided on a transitional basis. Fees for such services are variable and are based on agreed-upon hourly rates, with no minimum level of services required under the agreement. As the amount of services to be provided and related fees will depend on the level of services requested following the Transaction, it is not practical to estimate the future income that will be earned by Modine. Accordingly, no transaction accounting adjustments have been reflected for the transition services agreement.

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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