MODINE MANUFACTURING CO 8-K

Summary

Modine–Gentherm transaction update: Modine set 09/28/2026 as the record date for distributing SpinCo, followed by its merger into Gentherm, currently expected on 10/01/2026. The expected exchange-ratio increase reflects reduced overlapping ownership and is intended to preserve tax treatment without changing the negotiated economic allocation.

Key Figures

• Spin-off and merger consideration: Modine shareholders receive one SpinCo share per Modine share held on the record date; each SpinCo share converts into Gentherm shares at the final exchange ratio. No payment or other action is required beyond holding Modine shares on the record date.
• Exchange-ratio adjustment: Gentherm expects to issue ≈2.90M additional shares. To offset the value, SpinCo’s cash distribution to Modine will decrease from $210M to $159M, and Gentherm will pay an aggregate ≈$58.4M special cash dividend, estimated at $1.90 per share.
• Dividend timing: payment is scheduled for 10/07/2026, conditional on closing. The 8-K body gives 09/29/2026 as the Gentherm dividend record date; the accompanying press release gives 09/28/2026.
• Expected post-merger ownership: Gentherm shareholders immediately before closing ≈56.4%; former SpinCo shareholders ≈43.6%, excluding overlapping ownership. The final exchange ratio, share issuance and cash amounts may differ from current estimates.

Investor Takeaways

• Watch for closing, expected 10/01/2026, and confirmation of the final exchange ratio and transaction amounts; closing depends on specified conditions, including SpinCo financing, continued validity of the IRS ruling, a Modine solvency opinion and Nasdaq listing approval. Gentherm shareholders approved the share issuance and authorized-share amendment on 09/10/2026.
• Modine shares are expected to trade with due bills from 09/28/2026 through closing, with ex-spin trading expected 10/02/2026. Selling Modine shares in regular-way trading during that period also transfers the right to receive the transaction shares.