Other Information.
−Removed: On September 20, 2025 , Suresh V.
−Removed: Garimella , a director , terminated the Rule 10b5-1 trading plan that he adopted on May 23, 2025 , which was previously scheduled to expire on September 2, 2027.
−Removed: Subsequently, on September 20, 2025 , Mr.
−Removed: Garimella adopted a Stock Sale Plan (“the Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: The Plan provides for the sale of 20,000 shares of Modine common stock subject to a specified schedule and other terms and conditions, beginning December 20, 2025 and ending on June 29, 2027 .
−Removed: During the three months ended September 30, 2025, no other director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended December 31, 2025, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
(a) Exhibits :
−Removed: Offer Letter dated as of August 26, 2025, by and between the Company and Jeremy Patten.
−Removed: Form of Fiscal 2027 Performance Stock Award Agreement.
−Removed: Form of Fiscal 2027 Restricted Stock Unit Award Agreement.
−Removed: Form of Performance Stock Award Agreement with Jeremy Patten.
−Removed: Form of Restricted Stock Award Agreement with Jeremy Patten.
+Added: Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum
+Added: Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated January 29, 2026
+Added: Agreement and Plan of Merger, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum Gold Merger Sub, Inc.
+Added: Exhibit 2.2 to Registrant’s Current Report on Form 8-K dated January 29, 2026
+Added: Amendment No.
+Added: 1 to Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, and JPMorgan Chase Bank, N.A.
+Added: as administrative agent, dated as of December 23, 2025.
+Added: Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated December 23, 2025
Rule 13a-14(a)/15d-14(a) Certification of Neil D.
17 unchanged sentences
Lucareli, Executive Vice President, Chief Financial Officer*
−Removed: October 29, 2025
+Added: February 5, 2026
* Executing as both the principal financial officer and a duly authorized officer of the Company
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.