Every material Form 8-K MODINE MANUFACTURING CO has filed with the SEC since October 01, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Modine reported fiscal second-quarter 2027 net sales of $994.4 million, up 35%, led by Data Centers sales growth of 95%. GAAP earnings per share fell 33% to $0.56 because of a $29.5 million income tax expense tied to legal entity restructuring for the spin-off of Performance Technologies, which was completed on October 1, 2026. Modine also updated its fiscal 2027 outlook to net sales of $3.1 to $3.2 billion and adjusted EBITDA of $470 to $500 million for the continuing business, while net debt rose to $573.7 million.
Net sales were $994.4 million, up 35% from $738.9 million; Data Centers sales were $439.7 million, up 95%.
GAAP EPS was $0.56 versus $0.83 a year earlier; adjusted EPS was $1.35 versus $1.06.
Fiscal 2027 outlook: net sales of $3.1 to $3.2 billion and adjusted EBITDA of $470 to $500 million, excluding Performance Technologies.
Net debt was $573.7 million at September 30, 2026, up $210.9 million from the end of fiscal 2026; an Analyst and Investor Day is set for November 18.
Modine Manufacturing adopted an Executive Severance Plan on October 21, 2026, covering CFO Michael Lucareli and General Counsel Erin Roth, and approved enhanced severance and equity award changes for CEO Neil Brinker and other executives around October 21 to 27, 2026. The changes expand payouts tied to a change in control and broaden the definition of good reason, which the company says aligns its arrangements with current market standards.
Executive Severance Plan adopted October 21, 2026; Lucareli set at 1.5x regular and 2.5x change-in-control multiples, Roth at 1.0x and 2.0x
CEO Neil Brinker's offer letter amended October 22, 2026 to provide two times base salary plus target bonus on a qualifying termination outside a change in control
Performance stock awards now pay out at the greater of target or extrapolated performance upon a qualifying termination within 12 months after a change in control, without proration
Modine completed the spin-off and combination of its Performance Technologies business with Gentherm in a Reverse Morris Trust transaction on October 1, 2026. Modine received a cash distribution of approximately $156 million, used to repay debt, and shareholders received 0.44619 Gentherm shares per Modine share, with Modine shareholders owning about 43.62% of the combined company.
Modine received a cash distribution of approximately $156 million, used to prepay borrowings under its credit agreement with JPMorgan Chase Bank, N.A. as administrative agent.
Modine shareholders received 0.44619 Gentherm shares for each Modine share held at the close of business on September 28, 2026.
The transaction valued the Performance Technologies business at approximately $946.4 million, based on Gentherm's closing price on September 30, 2026.
Modine plans a special shareholder meeting within three months to vote on renaming the company Modexus Solutions; the ticker MOD is expected to remain unchanged.
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