Recent Updates — MOD
Modine Manufacturing Company approved changes to executive severance arrangements effective October 21 and 22, 2026. The company adopted a new Executive Severance Plan replacing the former Supplemental Severance Plan, designating CFO Michael B. Lucareli and General Counsel Erin J. Roth as participants with regular severance multiples of 1.5x and 1.0x, respectively, increasing to 2.5x and 2.0x following a Change in Control. CEO Neil Brinker received amended agreements providing for two times base salary plus target bonus upon qualifying termination without Cause or for Good Reason, escalating to three times such compensation within 24 months of a Change in Control. The company also updated Performance Stock Award and Restricted Stock Unit Agreements to enhance payout conditions upon Change in Control events. Modine Manufacturing Company designs and manufactures thermal management products and systems.
On October 1, 2026, Modine Manufacturing Company completed the previously announced spin-off of its Performance Technologies business and combined it with Gentherm Incorporated in a Reverse Morris Trust transaction. The filing provides unaudited pro forma financial information reflecting the separation, which is accounted for as discontinued operations beginning in the third quarter of fiscal 2027. Pro forma results for the year ended March 31, 2026, show net sales of $2,055.4 million and operating income of $230.7 million for the remaining entity. Modine Manufacturing Company designs and manufactures thermal management products for commercial vehicles, HVAC systems, and industrial applications.
On October 1, 2026, Modine Manufacturing Company completed the spin-off of its Performance Technologies business and its combination with Gentherm Incorporated in a Reverse Morris Trust transaction. Modine received a cash distribution of $155,991,275 from SpinCo, which was used to prepay outstanding borrowings under its credit agreement. Shareholders of record on September 28, 2026, received 0.44619 shares of Gentherm common stock for each share of Modine common stock held, with cash in lieu of fractional shares. Following the transaction, former Modine shareholders own approximately 43.62% of the combined company, while existing Gentherm shareholders own approximately 56.38%. Jeremy M. Patten ceased serving as President of Performance Technologies, and Paul A. Mascarenas was appointed to the Gentherm board. The company intends to change its name to Modexus Solutions pending shareholder approval.
Modine Manufacturing Company announced updates to its Reverse Morris Trust transaction with Gentherm Incorporated regarding the spin-off of Modine's Performance Technologies business. The exchange ratio for converting SpinCo shares into Gentherm common stock will increase, resulting in approximately 2,902,466 additional Gentherm shares issued. To offset this value shift, the cash distribution from SpinCo to Modine is reduced from $210 million to $159 million, and Gentherm declared a special cash dividend of approximately $1.90 per share for its shareholders. The record date for the SpinCo distribution is September 28, 2026, with the transaction expected to close on October 1, 2026. Modine Manufacturing Company designs and manufactures thermal management systems for mission-critical applications in automotive, commercial, and industrial sectors.
On September 10, 2026, Modine Manufacturing Company announced it will become Modexus Solutions following the completion of a spinoff of its Performance Technologies business and a merger with Gentherm. The transaction is expected to close on October 1, 2026, subject to customary closing conditions and shareholder approval for the name change. Upon closing, Neil D. Brinker will continue as CEO and Michael Lucareli as CFO. Modine Manufacturing Company operates in the thermal management technology industry.