MODINE MANUFACTURING CO 8-K

Summary

Completion of the Performance Technologies spin-off and combination with Gentherm. Modine distributed the business to shareholders and Gentherm merged it into its business; Modine received cash that it used to repay debt. Modine plans to seek shareholder approval to change its name to Modexus Solutions while continuing to use the Modine brand in certain businesses.

Key Figures

• Shareholder distribution: 0.44619 Gentherm shares for each Modine share held on 9/28/2026; Modine shareholders also retained their Modine shares. They held approximately 43.62% of the combined company after closing, versus 56.38% for pre-transaction Gentherm shareholders, excluding overlapping ownership.
• Transaction value: ≈$946.4M for Performance Technologies, based on Gentherm’s 9/30/2026 closing price. Modine received an ≈$156M cash distribution and used the net proceeds to prepay its outstanding credit-facility borrowings. SpinCo’s term loan funding the distribution is an obligation of Gentherm and its subsidiaries, not Modine.
• Gentherm declared a $2.07-per-share special dividend, payable 10/07/2026 to shareholders of record 9/28/2026.
• Post-closing arrangements include transitional services between Modine and SpinCo, generally expected to run from one month to 12 months, with services extendable by up to six months. The companies also granted each other royalty-free, fully paid, irrevocable, non-exclusive licenses to certain intellectual property.
• Gentherm acquired the Modine brand, domains and trademarks. It licensed Modine to use the Modine trademark royalty-free: exclusive for four years in Modine’s HVAC&R business, then non-exclusive, and non-exclusive for two years in its heat transfer business. Modine’s President of Performance Technologies, Jeremy M. Patten, transitioned to Gentherm; Paul Mascarenas joined Gentherm’s board, and Modine waived its right to designate a second director.

Investor Takeaways

• Modine expects to call a shareholder meeting within the next three months on the proposed name change; approval is needed for the change, and the company expects its ticker to remain MOD.
• The Gentherm special dividend is scheduled for 10/07/2026.