MOD

EX-99.1

2 mod-ex99d1.htm

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Modine Reports Second Quarter Fiscal 2027 Results

​

Strong growth in Data Centers and Commercial HVAC segments supports higher full-year revenue outlook for core business following the spin-off of Performance Technologies

Racine, WI – November 3, 2026 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter ended September 30, 2026.

Second Quarter Highlights:

●Net sales of $994.4 million increased $255.5 million, or 35 percent, from the prior year

●Net earnings of $30.3 million decreased $14.5 million, or 32 percent, from the prior year, including $29.5 million of income tax expense related to legal entity restructuring to facilitate the spin-off of the Performance Technologies business

●Adjusted EBITDA of $136.2 million increased $32.4 million, or 31 percent, from the prior year

●Earnings per share of $0.56 decreased $0.27, or 33 percent, from the prior year

●Adjusted earnings per share of $1.35 increased $0.29, or 27 percent, from the prior year

●Completed the spin-off of Performance Technologies on October 1

​

“Data Centers and Commercial HVAC delivered strong quarters, with revenue growth of 95% and 23%, respectively,” said Modine President and Chief Executive Officer, Neil D. Brinker. “Demand for our products remains very robust, highlighted by record orders and backlog in our Data Centers segment and expanding opportunities to serve the data center cooling market within Commercial HVAC. We have bolstered our supply chain by entering into long-term agreements with multiple strategic suppliers to secure critical components to meet our existing backlog and future business needs. We are confident in our higher revenue outlook for our core business following the successful spin-off of Performance Technologies and remain well-equipped to drive long-term sustainable growth.”

Second Quarter Financial Results

Net sales increased 35 percent to $994.4 million, compared with $738.9 million in the prior year. Sales growth was driven by higher sales in the Data Centers and Commercial HVAC segments.

Gross profit increased 25 percent to $205.4 million and gross margin decreased by 160 basis points to 20.7 percent. Gross profit increased in the Data Centers and Commercial HVAC segments, while Performance Technologies experienced a slight decline in gross profit. The decrease in gross margin resulted from lower gross margins in each of the three business segments, as further discussed in the segment review below.

Selling, general and administrative (“SG&A”) expenses increased 24 percent to $104.6 million, but decreased as a percentage of sales. The increase in SG&A expenses was primarily due to higher expenses in the Data Centers segment to support growth and costs related to the spin-off of the Performance Technologies business.

Operating income increased 33 percent to $97.8 million. The increase was driven by higher gross profit on higher sales volume, as compared to the prior year, partially offset by higher SG&A expenses to support growth and to prepare for the spin-off of the Performance Technologies business. The Company recorded $3.0 million of restructuring expenses during the quarter, primarily severance expenses related to headcount reductions and costs related to equipment transfers. In addition, the Company incurred $14.1 million in costs related to the spin-off of the Performance Technologies business. Adjusted EBITDA, which excludes restructuring expenses, disposition costs, interest expense, the provision for income taxes, and depreciation and amortization expense, was $136.2 million, an increase of $32.4 million, or 31 percent compared to the prior year.

​

1

Earnings per share was $0.56, compared with $0.83 in the prior year, a decrease of $0.27 or 33 percent. This decrease was due to a higher provision for income taxes, driven by the income tax impacts of legal entity restructuring steps completed to facilitate the spin-off of the Performance Technologies business. Adjusted earnings per share was $1.35, compared with adjusted earnings per share of $1.06 in the prior year, an increase of $0.29 or 27 percent.

Second Quarter Segment Review

●Data Centers segment sales were $439.7 million, compared with $225.0 million one year ago, an increase of 95 percent. This increase was primarily driven by higher sales to hyperscale customers in North America. The segment reported gross margin of 19.7 percent, which was 470 basis points lower than the prior year. This decrease was primarily due to higher material, component and tariff costs. SG&A expenses decreased as a percentage of sales due to the significant increase in revenue. The segment reported operating income of $61.2 million, a 70 percent increase from the prior year, and adjusted EBITDA of $67.6 million, a 66 percent increase from the prior year.

●Commercial HV

EX-99.1

2 mod-20260729xex99d1.htm

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Modine Reports First Quarter Fiscal 2027 Results

​

Continued strength in core growth engines supports reaffirmed Fiscal 2027 outlook

​

Racine, WI – July 29, 2026 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter ended June 30, 2026.

First Quarter Highlights:

●Net sales of $874.1 million increased $191.3 million, or 28 percent, from the prior year

●Net earnings of $74.3 million increased $22.6 million, or 44 percent, from the prior year

●Adjusted EBITDA of $106.5 million increased $5.1 million, or 5 percent, from the prior year

●Earnings per share of $1.37 increased $0.42, or 44 percent, from the prior year

●Adjusted earnings per share of $1.53 increased $0.47, or 44 percent, from the prior year

​

“Our targeted growth businesses continued to deliver strong, sustainable year-over-year top-line improvements, including Data Centers and Commercial HVAC revenue expansion of 90% and 22%, respectively,” said Modine President and Chief Executive Officer, Neil D. Brinker. “As anticipated, our first quarter was impacted by the supply chain constraints we discussed last quarter, which limited production and temporarily reduced margins within our Data Centers segment. We are taking decisive actions to secure supply, including working closely with our partners to lock in volume requirements while simultaneously qualifying additional suppliers. These initiatives are yielding positive results, driving sequential volume and margin improvements as the quarter progressed. Our team continues to drive operational efficiency and ramp production across our manufacturing footprint, keeping us fully on track to meet future customer commitments and deliver on our full-year financial outlook.”

First Quarter Financial Results

Net sales increased 28 percent to $874.1 million, compared with $682.8 million in the prior year. Sales growth was driven by higher sales in the Data Centers and Commercial HVAC segments, partially offset by lower sales in the Performance Technologies segment.

Gross profit increased 10 percent to $182.0 million and gross margin decreased by 340 basis points to 20.8 percent. Gross profit increased in the Data Centers and Commercial HVAC segments, while Performance Technologies experienced a decline in gross profit. The decrease in gross margin resulted from lower gross margins in all three business segments, as further discussed below.

Selling, general and administrative (“SG&A”) expenses increased 22 percent to $103.3 million, but decreased as a percentage of sales. The increase in SG&A expenses was primarily due to higher expenses in the Data Centers segment to support growth, incremental expenses from acquisitions in the Commercial HVAC segment, costs related to the pending spin-off of the Performance Technologies segment, and higher expenses related to incentive compensation.

Operating income decreased 1 percent to $74.8 million. The decrease was driven by higher SG&A expenses to support growth and to prepare for the spin-off of the Performance Technologies segment, partially offset by higher gross profit on higher sales volume, as compared to the prior year. The Company recorded $3.9 million of restructuring expenses during the quarter, primarily severance expenses related to headcount reductions and costs related to equipment transfers. In addition, the Company incurred $7.1 million of costs related to the pending spin-off of the Performance Technologies segment. Adjusted EBITDA, which excludes restructuring expenses, disposition costs, certain other charges, interest expense, the benefit or provision for income taxes, and depreciation and amortization expense, was $106.5 million, an increase of $5.1 million, or 5 percent compared to the prior year.

Earnings per share was $1.37, compared with $0.95 in the prior year, an increase of $0.42 or 44 percent. Adjusted earnings per share was $1.53, compared with adjusted earnings per share of $1.06 in the prior year, an increase of $0.47 or 44 percent. This included a favorable income tax benefit related to shares issued for stock-based incentive compensation awards during the quarter, which is expected to be largely offset by the negative impact of nondeductible compensation within the fiscal year.

1

First Quarter Segment Review

●Data Centers segment sales were $348.6 million, compared with $183.7 million one year ago, an increase of 90 percent. This increase was primarily driven by higher sales to hyperscale customers in North America. The segment reported gross margin of 20.2 percent, which was 960 basis points lower than the prior year. This decrease was primarily due to higher expenses related to the capacity expansion in North America combined with the temporary impact of production inefficiencies due to supply chain constraints, higher material cost

EX-99.1

2 mod-20260526xex99d1.htm

EX-99.1

Exhibit 99.1

​

NEWS RELEASE

FOR IMMEDIATE RELEASE

Modine Reports Fourth Quarter Fiscal 2026 Results

​

Strong fourth quarter resulted in fourth consecutive year of record financial results

​

Racine, WI – May 26, 2026 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter and fiscal year ended March 31, 2026.

Fourth Quarter Highlights:

●Record quarterly net sales of $954.4 million increased $307.2 million, or 47 percent, from the prior year

●Net earnings of $73.6 million increased $23.5 million, or 47 percent, from the prior year

●Earnings per share of $1.­­36 increased $0.44, or 48 percent, from the prior year

●Record quarterly adjusted EBITDA of $146.1 million increased $42.0 million, or 40 percent, from the prior year

●Record quarterly adjusted earnings per share of $1.71 increased $0.59, or 53 percent, from the prior year

​

Full-Year Highlights:

●Record net sales of $3.2 billion increased $597.6 million, or 23 percent, from the prior year

●Net earnings of $123.3 million decreased $62.2 million, or 34 percent, from the prior year and included a $116.1 million non-cash pension termination charge in the third quarter

●Earnings per share of $2.26 decreased $1.16, or 34 percent, from the prior year

●Record adjusted EBITDA of $471.0 million increased $78.9 million, or 20 percent, from the prior year

●Record adjusted earnings per share of $5.02 increased $0.97, or 24 percent, from the prior year

​

Fiscal 2027 Outlook:

●Net sales growth between 20 percent and 35 percent

●Adjusted EBITDA range of $650 million to $680 million, resulting in growth between 38 percent and 44 percent

​

“The team delivered a strong fourth quarter and a fourth consecutive year of record revenue, adjusted EBITDA and adjusted earnings per share,” said Modine President and Chief Executive Officer, Neil D. Brinker. “I am incredibly proud of this exceptional performance as we continue to evolve our portfolio to become a more focused, high-growth company. We took decisive action this year to advance our transformation including the completion of three acquisitions in our Climate Solutions segment, the launch of the largest capacity expansion in our company’s history to meet growing demand for our data center products, and the announced pending spin-off of the Performance Technologies business. Our future is bright, evidenced by a landmark $4 billion long-term agreement for chiller sales with a major hyperscale customer, cementing Modine’s position as a critical partner for data center cooling.”

Fourth Quarter Financial Results

Net sales increased 47 percent to $954.4 million, compared with $647.2 million in the prior year. Sales growth was driven by higher sales in the Climate Solutions segment, driven primarily by strong demand from data center customers and sales from acquired businesses. This performance was achieved despite a significant loss of production days from severe weather in multiple locations and shortages of key components from supply chain partners.

Gross profit increased 29 percent to $214.7 million and gross margin decreased by 320 basis points to 22.5 percent. The decline in gross margin was largely expected and resulted primarily from higher temporary costs related to the capacity expansion for data center products, increased tariffs, and higher material costs.

1

Selling, general and administrative (“SG&A”) expenses increased 25 percent to $101.7 million. The increase was primarily due to higher expenses in the Climate Solutions segment, supporting the segment’s growth and including incremental expenses from the recent acquisitions, and costs related to the pending spin-off of the Performance Technologies segment. These higher costs were partially offset by cost saving initiatives, including benefits from previous restructuring actions.

Operating income increased 39 percent to $103.9 million, compared to $74.5 million in the prior year. This increase was driven by higher earnings in the Climate Solutions segment. The Company recorded $5.2 million of restructuring expenses during the fourth quarter, primarily severance expenses related to headcount reductions and costs related to equipment transfers. In addition, the Company incurred $12.5 million of costs related to the pending spin-off of the Performance Technologies segment. Adjusted EBITDA, which excludes restructuring expenses, disposition costs, certain other charges, interest expense, the provision for income taxes, and depreciation and amortization expense, was $146.1 million, an increase of $42.0 million, or 40 percent, compared to $104.1 million in the prior year.

Earnings per share was $1.36, compared with earnings per share of $0.92 in the prior year, an increase of $0.44, or 48 percent. Adjusted earnings per share was $1.71, compared with adjusted earnings per share of $1.12 in the prior year, an

Modine Manufacturing Company_February 4, 2026 0000067347false00000673472026-02-042026-02-04 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 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. ☐ ​ ​ ​

Information to be Included in the Report Item 2.02 Results of Operations and Financial Condition On February 4, 2026, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the third quarter ended December 31, 2025. ​ During a conference call scheduled to be held at 11:00 a.m. Eastern Time on February 5, 2026, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the third quarter ended December 31, 2025. ​ Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its third quarter earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1 ​ ​ Press Release dated February 4, 2026 announcing the results of operations and financial condition for the third quarter ended December 31, 2025.

​ ​ ​

99.2 ​ February 5, 2026 earnings call presentation.

​ ​ ​

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  February 4, 2026

​ ​ ​

3

Modine Manufacturing Company_October 28, 2025 0000067347true00000673472025-10-282025-10-28 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K/A

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 28, 2025 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/A 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. ☐ ​ ​ ​

Explanatory Note This purpose of this amendment to the Form 8-K furnished by Modine Manufacturing Company on October 28, 2025 (the “Form 8-K”) is to provide an updated version of the presentation attached as Exhibit 99.2, which includes a correction to the information provided on page 4 of the presentation.  There are no other changes to Exhibit 99.2, and no changes to the Form 8-K or Exhibit 99.1 furnished therewith. The unchanged Exhibit 99.1 is attached to this amendment solely for the convenience of the reader. ​ Information to be Included in the Report Item 2.02 Results of Operations and Financial Condition On October 28, 2025, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the second quarter ended September 30, 2025. ​ During a conference call scheduled to be held at 11:00 a.m. Eastern Time on October 29, 2025, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the second quarter ended September 30, 2025. ​ Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its second quarter earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1

Press Release dated October 28, 2025 announcing the results of operations and financial condition for the second quarter ended September 30, 2025.

​ ​ ​

99.2 ​ October 29, 2025 earnings call presentation.

​ ​ ​

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  October 29, 2025

​ ​ ​

3

Modine Manufacturing Company_October 28, 2025 0000067347false00000673472025-10-282025-10-28 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

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 28, 2025 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. ☐ ​ ​ ​

Information to be Included in the Report Item 2.02 Results of Operations and Financial Condition On October 28, 2025, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the second quarter ended September 30, 2025. ​ During a conference call scheduled to be held at 11:00 a.m. Eastern Time on October 29, 2025, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the second quarter ended September 30, 2025. ​ Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its second quarter earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1

Press Release dated October 28, 2025 announcing the results of operations and financial condition for the second quarter ended September 30, 2025.

​ ​ ​

99.2 ​ October 29, 2025 earnings call presentation.

​ ​ ​

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  October 28, 2025

​ ​ ​

3

0000067347false00000673472025-07-302025-07-30 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 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. ☐ ​ ​ ​

Information to be Included in the Report Item 2.02 Results of Operations and Financial Condition On July 30, 2025, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the first quarter ended June 30, 2025. ​ During a conference call scheduled to be held at 11:00 a.m. Eastern Time on July 31, 2025, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the first quarter ended June 30, 2025. ​ Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its first quarter earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1

Press Release dated July 30, 2025 announcing the results of operations and financial condition for the first quarter ended June 30, 2025.

​ ​ ​

99.2 ​ July 31, 2025 earnings call presentation.

​ ​ ​

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  July 30, 2025

​ ​ ​

3

0000067347false00000673472025-05-202025-05-20 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 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. ☐ ​ ​ ​

Information to be Included in the Report Item 2.02 Results of Operations and Financial Condition On May 20, 2025, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2025. ​ During a conference call scheduled to be held at 11:00 a.m. Eastern Time on May 21, 2025, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the fourth quarter and fiscal year ended March 31, 2025. ​ Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its fourth quarter and fiscal year end earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1

Press Release dated May 20, 2025 announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2025.

​ ​ ​

99.2 ​ May 21, 2025 earnings call presentation.

​ ​ ​

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  May 20, 2025

​ ​ ​

3

0000067347false00000673472025-02-042025-02-04 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 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. ☐ ​ ​ ​

Information to be Included in the Report Item 2.02Results of Operations and Financial Condition On February 4, 2025, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the third quarter ended December 31, 2024. ​ During a conference call scheduled to be held at 11:00 a.m. Eastern Time on February 5, 2025, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the third quarter ended December 31, 2024. ​ Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its third quarter earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1

Press Release dated February 4, 2025 announcing the results of operations and financial condition for the third quarter ended December 31, 2024. ​

99.2 ​ February 5, 2025 earnings call presentation.

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  February 4, 2025

​ ​ ​

3

0000067347false00000673472024-10-292024-10-29 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

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 29, 2024 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. ☐ ​ ​ ​

Information to be Included in the Report Item 2.02Results of Operations and Financial Condition On October 29, 2024, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the second quarter ended September 30, 2024. During a conference call scheduled to be held at 11:00 a.m. Eastern Time on October 30, 2024, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the second quarter ended September 30, 2024. Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement. The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. Item 9.01Financial Statements and Exhibits (d) Exhibits

The following exhibits are being furnished herewith: ​

​

​

99.1

Press Release dated October 29, 2024 announcing the results of operations and financial condition for the second quarter ended September 30, 2024.

104 ​ Cover Page Interactive Data File (formatted as Inline XBRL)

​ ​ ​

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  October 29, 2024

​ ​ ​

3

false000006734700000673472024-07-302024-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  July 30, 2024

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On July 30, 2024, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the first quarter ended June 30, 2024.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on July 31, 2024, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the first quarter ended June 30, 2024.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated July 30, 2024 announcing the results of operations and financial condition for the first quarter ended June 30, 2024.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

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/ Neil D. Brinker

Neil D.Brinker

President and Chief Executive Officer

Date:  July 30, 2024

3

false0000067347NYSE00000673472024-05-212024-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  May 21, 2024

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On May 21, 2024, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2024.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on May 22, 2024, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the fourth quarter and fiscal year ended March 31, 2024.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated May 21, 2024 announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2024.

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  May 21, 2024

2

false000006734700000673472024-01-302024-01-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Date of Report (Date of earliest event reported):  January 30, 2024

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On January 30, 2024, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the third quarter ended December 31, 2023.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on January 31, 2024, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the third quarter ended December 31, 2023.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated January 30, 2024 announcing the results of operations and financial condition for the third quarter ended December 31, 2023.

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  January 30, 2024

2

false000006734700000673472023-11-012023-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 1, 2023

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On November 1, 2023, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the second quarter ended September 30, 2023.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on November 2, 2023, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the second quarter ended September 30, 2023.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated November 1, 2023 announcing the results of operations and financial condition for the second quarter ended September 30, 2023.

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  November 1, 2023

2

false000006734700000673472023-08-022023-08-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  August 2, 2023

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On August 2, 2023, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the first quarter ended June 30, 2023.

During a conference call scheduled to be held at 10:00 a.m. Eastern Time on August 3, 2023, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the first quarter ended June 30, 2023.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated August 2, 2023 announcing the results of operations and financial condition for the first quarter ended June 30, 2023.

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  August 2, 2023

2

false000006734700000673472023-05-242023-05-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  May 24, 2023

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On May 24, 2023, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2023.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on May 25, 2023, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the fourth quarter and fiscal year ended March 31, 2023.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated May 24, 2023 announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2023.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  May 24, 2023

3

false000006734700000673472023-02-012023-02-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  February 1, 2023

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On February 1, 2023, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the third quarter ended December 31, 2022.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on February 2, 2023, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the third quarter ended December 31, 2022.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated February 1, 2023 announcing the results of operations and financial condition for the third quarter ended December 31, 2022.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  February 1, 2023

3

false000006734700000673472022-11-022022-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 2, 2022

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.  ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On November 2, 2022, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the second quarter ended September 30, 2022.

During a conference call scheduled to be held at 11:00 a.m. Eastern Time on November 3, 2022, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the second quarter ended September 30, 2022.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated November 2, 2022 announcing the results of operations and financial condition for the second quarter ended September 30, 2022.

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  November 2, 2022

false000006734700000673472022-08-032022-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  August 3, 2022

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. ☐

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On August 3, 2022, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the first quarter ended June 30, 2022.

During a conference call scheduled to be held at 12:00 p.m. Eastern Time on August 4, 2022, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the first quarter ended June 30, 2022.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)          Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated August 3, 2022 announcing the results of operations and financial condition for the first quarter ended June 30, 2022.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  August 3, 2022

3

false000006734700000673472022-05-252022-05-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  May 25, 2022

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 .40 5 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.  ☐

1

Information to be Included in the Report

Item 2.02

Results of Operations and Financial Condition

On May 25, 2022, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2022.

During a conference call scheduled to be held at 9:00 a.m. Eastern Time on May 26, 2022, the Company’s President and Chief Executive Officer, Neil D. Brinker, and Executive Vice President, Chief Financial Officer, Michael B. Lucareli, will discuss the Company’s results for the fourth quarter and fiscal year ended March 31, 2022.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement.  The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

99.1

Press Release dated May 25, 2022 announcing the results of operations and financial condition for the fourth quarter and fiscal year ended March 31, 2022.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

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/ Neil D. Brinker

Neil D. Brinker

President and Chief Executive Officer

Date:  May 25, 2022

3