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NYSE: MOD MODINE MANUFACTURING CO 8-K

Modine splits Climate Solutions into Data Centers and Commercial HVAC segments

Filed July 24, 2026 · Period ending July 24, 2026 · ~2 min read

5 key changes 3 high relevance 2 sections

Key Changes

  • high

    Effective April 1, 2026, Modine reorganized its Climate Solutions segment into two separate operating segments: Data Centers and Commercial HVAC. The company will report three segments going forward (adding Performance Technologies), which management believes will better support its 80/20 strategy and focused capital deployment.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • high

    Data Centers segment generated $1,108.2 million in fiscal 2026 net sales with 19.4% adjusted EBITDA margin, the highest among the three segments. Q4 sales of $401.9 million nearly doubled Q1's $183.7 million, showing strong sequential growth.

    Exhibit 99.1 view on EDGAR →
  • high

    Modine reaffirmed its Reverse Morris Trust transaction with Gentherm to spin off Performance Technologies, expected to close by end of calendar 2026 pending shareholder approval. The company incurred in disposition costs during fiscal 2026 for legal, accounting, tax, and professional services.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • medium

    Commercial HVAC segment generated $973.8 million in fiscal 2026 net sales with 16.7% adjusted EBITDA margin, showing steady sequential growth from $214.2 million in Q1 to $274.2 million in Q4.

    Exhibit 99.1 view on EDGAR →
  • medium

    Performance Technologies segment generated $1,131.8 million in fiscal 2026 net sales with 13.8% adjusted EBITDA margin, the lowest among segments. The segment recorded a $4.1 million impairment charge in Q2 related to a German facility expected to be sold in fiscal 2027.

    Exhibit 99.1 view on EDGAR →

Summary

Modine reorganized its reporting structure effective April 1, 2026, splitting its Climate Solutions segment into two independent operating segments: Data Centers and Commercial HVAC. Combined with the existing Performance Technologies segment, the company will now report three operating segments.

Management believes this structure will better support focused capital deployment, particularly for growth opportunities in the Data Centers business, which showed the strongest performance with 19.4% adjusted EBITDA margins and sales that nearly doubled from Q1 to Q4 of fiscal 2026.

The filing provides recast historical financials for all of fiscal 2026 under the new structure, allowing investors to track performance on a consistent basis going forward. The Data Centers segment's strong sequential growth trajectory and margin profile stand out, while Commercial HVAC showed steady growth and Performance Technologies had the largest revenue base but lowest margins. The reorganization appears designed to highlight the Data Centers business ahead of the planned spin-off of Performance Technologies. The company reaffirmed its previously announced Reverse Morris Trust transaction with Gentherm to spin off Performance Technologies, expected to close by end of calendar 2026 pending shareholder approval. Modine incurred in transaction-related costs during fiscal 2026. Once complete, the transaction will leave Modine as a pure-play climate solutions company focused on data center cooling and commercial HVAC, with the Performance Technologies segment classified as discontinued operations.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~800 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

2 Added
Added Performance Technologies spin-off timing high

Added in current filing · verify on EDGAR →

In January 2026, the Company and Gentherm Incorporated (“Gentherm”) announced that they had entered into definitive agreements whereby the Company will spin-off and simultaneously combine its Performance Technologies segment businesses with Gentherm in a Reverse Morris Trust transaction. The Company anticipates this transaction will close by the end of calendar 2026, subject to approval by Gentherm’s shareholders and other customary closing conditions.

The company reaffirmed its previously announced Reverse Morris Trust transaction with Gentherm involving the Performance Technologies segment, with expected closing by end of calendar 2026 pending shareholder approval and customary conditions. The Performance Technologies segment will be classified as a discontinued operation once the transaction completes, though it is not currently classified as held for sale under GAAP since the transaction does not constitute a sale.

Added Historical segment data medium

Added in current filing · verify on EDGAR →

The schedules in Exhibit 99.1 to this Current Report on Form 8-K provide unaudited financial information on the basis of the Company’s new reporting segments for the previously-reported quarters and full year fiscal 2026.

The company provided restated historical financial information under the new three-segment structure for fiscal 2026 quarters and full year. This recast data allows investors to compare future results on a consistent basis with the new reporting structure, though it does not represent a restatement of previously issued financial statements.

Event · Exhibit 99.1

4 Added
Added Segment realignment high

Added in current filing · view on EDGAR →

Modine Manufacturing Company

Segment operating results

Recast for segment realignment (unaudited)

Modine recast its segment reporting structure, now presenting three segments: Data Centers, Commercial HVAC, and Performance Technologies. The filing provides recast quarterly and full-year fiscal 2026 results (ended March 31, 2026) under the new structure, including net sales, gross profit, operating income, and adjusted EBITDA for each segment. This realignment changes how investors will track the company's business performance going forward.

Added Data Centers segment performance high

Added in current filing · view on EDGAR →

Data Centers | $ 183.7 | $ 225.0 | $ 297.6 | $ 401.9 | $ 1,108.2

The Data Centers segment generated net sales of $183.7 million, $225.0 million, $297.6 million, and $401.9 million in the four quarters of fiscal 2026, totaling $1,108.2 million for the year. The segment showed strong sequential growth, with Q4 sales nearly doubling Q1. Full-year adjusted EBITDA margin was 19.4%, the highest among the three segments.

Added Commercial HVAC segment performance medium

Added in current filing · view on EDGAR →

Commercial HVAC | 214.2 | 232.9 | 252.5 | 274.2 | 973.8

The Commercial HVAC segment generated net sales of $214.2 million, $232.9 million, $252.5 million, and $274.2 million in the four quarters of fiscal 2026, totaling $973.8 million for the year. The segment showed steady sequential growth throughout the year. Full-year adjusted EBITDA margin was 16.7%.

Added Performance Technologies segment performance medium

Added in current filing · view on EDGAR →

Performance Technologies | 285.5 | 286.3 | 266.0 | 294.0 | 1,131.8

The Performance Technologies segment generated net sales of $285.5 million, $286.3 million, $266.0 million, and $294.0 million in the four quarters of fiscal 2026, totaling $1,131.8 million for the year. The segment had the largest revenue base but the lowest adjusted EBITDA margin at 13.8%. The filing discloses a $4.1 million impairment charge in Q2 related to a German facility expected to be sold in fiscal 2027.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 27, 2026 · How we verify