MODINE MANUFACTURING CO 10-Q

Item 1. Financial Statements. MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS For the three and nine months ended December 31, 2025 and 2024 (In millions, except per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Net sales ​ $ 805.0 ​ $ 616.8 ​ $ 2,226.7 ​ $ 1,936.3 Cost of sales ​ 618.9 ​ 467.2 ​ 1,710.3 ​ 1,458.5 Gross profit ​ 186.1 ​ 149.6 ​ 516.4 ​ 477.8 Selling, general and administrative expenses ​ 89.3 ​ 82.0 ​ 258.4 ​ 250.6 Restructuring expenses ​ 7.5 ​ 8.3 ​ 15.4 ​ 18.2 Impairment charge ​ — ​ — ​ 4.1 ​ — Operating income ​ 89.3 ​ 59.3 ​ 238.5 ​ 209.0 Interest expense ​ ( 8.9 ) ​ ( 6.2 ) ​ ( 23.0 ) ​ ​ ( 21.1 ) Pension termination charge ​ ​ ( 116.1 ) ​ ​ — ​ ​ ( 116.1 ) ​ ​ — Other (expense) income – net ​ ( 2.8 ) ​ 1.1 ​ ( 8.5 ) ​ ​ ( 0.7 ) (Loss) earnings before income taxes ​ ( 38.5 ) ​ 54.2 ​ 90.9 ​ 187.2 Provision for income taxes ​ ( 8.3 ) ​ ( 13.0 ) ​ ( 41.2 ) ​ ​ ( 51.8 ) Net (loss) earnings ​ ( 46.8 ) ​ 41.2 ​ 49.7 ​ 135.4 Net earnings attributable to noncontrolling interest ​ ( 0.6 ) ​ ( 0.2 ) ​ ( 1.5 ) ​ ​ ( 1.0 ) Net (loss) earnings attributable to Modine ​ $ ( 47.4 ) ​ $ 41.0 ​ $ 48.2 ​ $ 134.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) earnings per share attributable to Modine shareholders: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 0.90 ) ​ $ 0.78 ​ $ 0.91 ​ $ 2.56 Diluted ​ $ ( 0.90 ) ​ $ 0.76 ​ $ 0.90 ​ $ 2.49 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 52.8 ​ 52.7 ​ 52.7 ​ ​ 52.6 Diluted ​ 52.8 ​ 53.9 ​ 53.7 ​ ​ 53.9 ​ The notes to condensed consolidated financial statements are an integral part of these statements. ​ 1 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three and nine months ended December 31, 2025 and 2024 (In millions) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Net (loss) earnings ​ $ ( 46.8 ) ​ $ 41.2 ​ $ 49.7 ​ $ 135.4 Other comprehensive income (loss), net of income taxes: ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation ​ 4.1 ​ ( 48.9 ) ​ 45.9 ​ ( 34.8 ) Defined benefit plans ​ 105.8 ​ 0.8 ​ 107.4 ​ 2.4 Cash flow hedges ​ — ​ ( 0.1 ) ​ 0.7 ​ 0.1 Total other comprehensive income (loss) ​ 109.9 ​ ( 48.2 ) ​ 154.0 ​ ( 32.3 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) ​ 63.1 ​ ( 7.0 ) ​ 203.7 ​ 103.1 Comprehensive (income) loss attributable to noncontrolling interest ​ ( 0.4 ) ​ 0.5 ​ ( 1.8 ) ​ ( 0.6 ) Comprehensive income (loss) attributable to Modine ​ $ 62.7 ​ $ ( 6.5 ) ​ $ 201.9 ​ $ 102.5 ​ The notes to condensed consolidated financial statements are an integral part of these statements. ​ 2 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS December 31, 2025 and March 31, 2025 (In millions, except per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 ASSETS ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 98.7 ​ $ 71.6 Trade accounts receivable – net ​ 569.1 ​ 478.9 Inventories ​ 542.9 ​ 340.9 Other current assets ​ 93.0 ​ 69.8 Total current assets ​ 1,303.7 ​ 961.2 Property, plant and equipment – net ​ 479.6 ​ 390.5 Intangible assets – net ​ 203.4 ​ 146.7 Goodwill ​ 293.4 ​ 233.9 Deferred income taxes ​ 43.6 ​ 67.0 Other noncurrent assets ​ 159.2 ​ 118.3 Total assets ​ $ 2,482.9 ​ $ 1,917.6 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ Short-term debt ​ $ 1.2 ​ $ 9.3 Long-term debt – current portion ​ 43.9 ​ 44.8 Accounts payable ​ 390.3 ​ 290.8 Accrued compensation and employee benefits ​ 86.5 ​ 102.7 Other current liabilities ​ 74.3 ​ 93.4 Total current liabilities ​ 596.2 ​ 541.0 Long-term debt ​ 570.7 ​ 296.7 Deferred income taxes ​ 23.3 ​ 24.1 Pensions ​ 11.8 ​ 29.4 Other noncurrent liabilities ​ 151.1 ​ 108.2 Total liabilities ​ 1,353.1 ​ 999.4 Commitments and contingencies (see Note 18) ​ ​ ​ ​ Shareholders’ equity: ​ ​ ​ ​ Preferred stock, $ 0.025 par value, authorized 16.0 million shares, issued – none ​ — ​ — Common stock, $ 0.625 par value, authorized 80.0 million shares, issued 56.9 million and 56.5 million shares ​ 35.5 ​ 35.3 Additional paid-in capital ​ 327.1 ​ 310.8 Retained earnings ​ 891.2 ​ 843.0 Accumulated other comprehensive loss ​ ( 27.6 ) ​ ( 181.3 ) Treasury stock, at cost, 4.1 million shares ​ ( 104.4 ) ​ ( 97.6 ) Total Modine shareholders’ equity ​ 1,121.8 ​ 910.2 Noncontrolling interest ​ 8.0 ​ 8.0 Total equity ​ 1,129.8 ​ 918.2 Total liabilities and equity ​ $ 2,482.9 ​ $ 1,917.6 ​ The notes to condensed consolidated financial statements are an integral part of these statements. 3 Table of Contents MODINE MANUFACTURING COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended December 31, 2025 and 2024 (In millions) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ Net earnings ​ $ 49.7 ​ $ 135.4 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 59.1 ​ 58.5 Impairment charge ​ 4.1 ​ — Pension termination charge ​ ​ 116.1 ​ ​ — Stock-based compensation expense ​ 14.1 ​ 16.7 Deferred income taxes ​ 0.1 ​ 8.5 Other – net ​ 6.3 ​ 5.2 Changes in operating assets and liabilities: ​ ​ ​ ​ Trade accounts receivable ​ ( 56.4 ) ​ ( 11.6 ) Inventories ​ ( 161.3 ) ​ 13.2 Accounts payable ​ 93.8 ​ ( 19.3 ) Other assets and liabilities ​ ​ ( 71.8 ) ​ ​ ( 48.1 ) Net cash provided by operating activities ​ 53.8 ​ 158.5 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ Expenditures for property, plant and equipment ​ ( 101.2 ) ​ ( 56.3 ) Payments for business acquisitions, net of cash acquired ​ ( 182.4 ) ​ ( 3.4 ) Other – net ​ 3.5 ​ 0.6 Net cash used for investing activities ​ ( 280.1 ) ​ ( 59.1 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ Borrowings of debt ​ 700.5 ​ 355.0 Repayments of debt ​ ( 433.4 ) ​ ( 406.0 ) Repayments on bank overdraft facilities – net ​ ( 8.8 ) ​ ( 9.6 ) Purchases of treasury stock ​ ( 6.8 ) ​ ( 12.3 ) Dividends paid to noncontrolling interest ​ ( 1.8 ) ​ ( 0.4 ) Other – net ​ 1.9 ​ 0.9 Net cash provided by (used for) financing activities ​ 251.6 ​ ( 72.4 ) ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash ​ 1.7 ​ ( 3.2 ) Net increase in cash, cash equivalents and restricted cash ​ 27.0 ​ 23.8 ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash – beginning of period ​ 71.9 ​ 60.3 Cash, cash equivalents and restricted cash – end of period ​ $ 98.9 ​ $ 84.1 ​ The notes to condensed consolidated financial statements are an integral part of these statements. ​ 4 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the three and nine months ended December 31, 2025 (In millions) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ Treasury ​ Non- ​ ​ ​ ​ ​ ​ Common stock ​ paid-in ​ Retained ​ comprehensive ​ stock, at ​ controlling ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ capital ​ ​ ​ earnings ​ ​ ​ loss ​ ​ ​ cost ​ ​ ​ interest ​ ​ ​ Total Balance, March 31, 2025 56.5 ​ $ 35.3 ​ $ 310.8 ​ $ 843.0 ​ $ ( 181.3 ) ​ $ ( 97.6 ) ​ $ 8.0 ​ $ 918.2 Net earnings — ​ — ​ — ​ 51.2 ​ — ​ — ​ 0.5 ​ 51.7 Other comprehensive income — ​ — ​ — ​ — ​ 49.4 ​ — ​ 0.5 ​ 49.9 Stock options and awards 0.1 ​ 0.1 ​ 0.4 ​ — ​ — ​ — ​ — ​ 0.5 Purchases of treasury stock — ​ — ​ — ​ — ​ — ​ ( 5.1 ) ​ — ​ ( 5.1 ) Stock-based compensation expense — ​ — ​ 5.3 ​ — ​ — ​ — ​ — ​ 5.3 Dividends declared or paid to noncontrolling interest — ​ — ​ — ​ — ​ — ​ — ​ ( 1.8 ) ​ ( 1.8 ) Balance, June 30, 2025 56.6 ​ $ 35.4 ​ $ 316.5 ​ $ 894.2 ​ $ ( 131.9 ) ​ $ ( 102.7 ) ​ $ 7.2 ​ $ 1,018.7 Net earnings — ​ ​ — ​ ​ — ​ ​ 44.4 ​ ​ — ​ ​ — ​ ​ 0.4 ​ 44.8 Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5.8 ) ​ ​ — ​ ​ — ​ ( 5.8 ) Stock options and awards 0.2 ​ ​ 0.1 ​ ​ 1.8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 1.9 Purchases of treasury stock — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 0.6 ) ​ ​ — ​ ( 0.6 ) Stock-based compensation expense — ​ ​ — ​ ​ 2.1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 2.1 Balance, September 30, 2025 56.8 ​ $ 35.5 ​ $ 320.4 ​ $ 938.6 ​ $ ( 137.7 ) ​ $ ( 103.3 ) ​ $ 7.6 ​ $ 1,061.1 Net (loss) earnings — ​ ​ — ​ ​ — ​ ​ ( 47.4 ) ​ ​ — ​ ​ — ​ ​ 0.6 ​ ( 46.8 ) Other comprehensive income (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ 110.1 ​ ​ — ​ ​ ( 0.2 ) ​ 109.9 Stock options and awards 0.1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — Purchases of treasury stock — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1.1 ) ​ ​ — ​ ( 1.1 ) Stock-based compensation expense — ​ ​ — ​ ​ 6.7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 6.7 Balance, December 31, 2025 56.9 ​ $ 35.5 ​ $ 327.1 ​ $ 891.2 ​ $ ( 27.6 ) ​ $ ( 104.4 ) ​ $ 8.0 ​ $ 1,129.8 ​ The notes to condensed consolidated financial statements are an integral part of these statements. 5 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the three and nine months ended December 31, 2024 (In millions) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ Treasury ​ Non- ​ ​ ​ ​ ​ Common stock ​ paid-in ​ Retained ​ comprehensive ​ stock, at ​ controlling ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ capital ​ ​ ​ earnings ​ ​ ​ loss ​ ​ ​ cost ​ ​ ​ interest ​ ​ ​ Total Balance, March 31, 2024 56.1 ​ $ 35.0 ​ $ 283.7 ​ $ 659.0 ​ $ ( 163.4 ) ​ $ ( 66.7 ) ​ $ 7.9 ​ $ 755.5 Net earnings — ​ — ​ — ​ 47.3 ​ — ​ — ​ 0.5 ​ 47.8 Other comprehensive loss — ​ — ​ — ​ — ​ ( 6.1 ) ​ — ​ ( 0.1 ) ​ ( 6.2 ) Stock options and awards 0.1 ​ 0.1 ​ — ​ — ​ — ​ — ​ — ​ 0.1 Purchases of treasury stock — ​ — ​ — ​ — ​ — ​ ( 4.7 ) ​ — ​ ( 4.7 ) Stock-based compensation expense — ​ — ​ 4.2 ​ — ​ — ​ — ​ — ​ 4.2 Dividend paid to noncontrolling interest — ​ — ​ — ​ — ​ — ​ — ​ ( 0.4 ) ​ ( 0.4 ) Balance, June 30, 2024 56.2 ​ $ 35.1 ​ $ 287.9 ​ $ 706.3 ​ $ ( 169.5 ) ​ $ ( 71.4 ) ​ $ 7.9 ​ $ 796.3 Net earnings — ​ ​ — ​ ​ — ​ ​ 46.1 ​ ​ — ​ ​ — ​ ​ 0.3 ​ 46.4 Other comprehensive income — ​ ​ — ​ ​ — ​ ​ — ​ ​ 21.7 ​ ​ — ​ ​ 0.4 ​ 22.1 Stock options and awards 0.1 ​ ​ 0.1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 0.1 Purchases of treasury stock — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3.1 ) ​ ​ — ​ ( 3.1 ) Stock-based compensation expense — ​ ​ — ​ ​ 5.6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 5.6 Balance, September 30, 2024 56.3 ​ $ 35.2 ​ $ 293.5 ​ $ 752.4 ​ $ ( 147.8 ) ​ $ ( 74.5 ) ​ $ 8.6 ​ $ 867.4 Net earnings — ​ ​ — ​ ​ — ​ ​ 41.0 ​ ​ — ​ ​ — ​ ​ 0.2 ​ 41.2 Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 47.5 ) ​ ​ — ​ ​ ( 0.7 ) ​ ( 48.2 ) Stock options and awards 0.1 ​ ​ 0.1 ​ ​ 0.3 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 0.4 Purchases of treasury stock — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4.5 ) ​ ​ — ​ ( 4.5 ) Stock-based compensation expense — ​ ​ — ​ ​ 6.9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 6.9 Balance, December 31, 2024 56.4 ​ $ 35.3 ​ $ 300.7 ​ $ 793.4 ​ $ ( 195.3 ) ​ $ ( 79.0 ) ​ $ 8.1 ​ $ 863.2 ​ The notes to condensed consolidated financial statements are an integral part of these statements. ​ ​ 6 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 1: General The accompanying unaudited condensed consolidated financial statements of Modine Manufacturing Company (“Modine” or the “Company”) were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10- 01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flows required by GAAP for complete financial statements. The financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods. Results for the first nine months of fiscal 2026 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and related notes in Modine’s Annual Report on Form 10-K for the year ended March 31, 2025. Supplier finance program The Company facilitates a voluntary supplier finance program through a financial institution that allows certain suppliers in the U.S. and Europe to request early payment for invoices, at a discount, from a financial institution. The Company or the financial institution may terminate the supplier finance program upon 90 days’ notice. The Company’s obligations to its suppliers, including amounts due and payment terms, are consistent, irrespective of whether a supplier participates in the program. The Company is not party to the arrangements between the participating suppliers and the financial institution. Under this program, the Company confirms the validity of supplier invoices to the financial institution and remits payments to it based on the original payment terms, which typically range from 60 to 120 days. The outstanding obligations under this program, included within accounts payable on the consolidated balance sheets, totaled $ 13.7 million and $ 15.5 million at December 31, 2025 and March 31, 2025, respectively. New accounting guidance: Disaggregation of income statement expenses In November 2024, the Financial Accounting Standards Board issued new guidance that will require additional disclosure regarding the nature of expenses presented within expense captions on the consolidated statements of operations and selling expenses. The new disclosure requirements will become effective for the Company’s fiscal 2028 annual financial statements. The Company is currently evaluating the new disclosures, but does not expect the guidance will have a material impact on its consolidated financial statements. ​ Note 2: Acquisitions and Dispositions The Company acquired three businesses during the first and second quarters of fiscal 2026: AbsolutAire, Inc. (“AbsolutAire”), LBW Holding Corp. (“L.B. White”), and Climate by Design International (“Climate by Design”). Since the date of each acquisition, the Company has reported the financial results of these businesses within the Climate Solutions segment. At the time the December 31, 2025 financial statements were finalized, the Company was continuing its review of the fair value estimates for certain assets acquired and liabilities assumed. As part of its purchase accounting and integration activities, the Company is in the process of assessing, refining and harmonizing the internal controls and accounting processes of the acquired businesses with those of the Company. As part of this process, the Company is reviewing the appropriateness of accruals and reserves, including those related to accounts receivable, inventory, and product warranties. As such, the allocations of the purchase prices presented below are considered preliminary. The Company expects to complete its accounting for the acquisitions of AbsolutAire, L.B. White, and Climate by Design by the end of fiscal 2026. During the first nine months of fiscal 2026, the operating results for the acquired companies were not material. The Company has not presented supplemental pro forma financial information for these acquisitions since they are not material, individually or in the aggregate, to the Company’s consolidated financial statements. ​ 7 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Acquisition of AbsolutAire On April 1, 2025, the Company acquired substantially all of the net operating assets of AbsolutAire for consideration totaling $ 11.3 million. AbsolutAire is a Michigan-based manufacturer of direct-fired heating, ventilation, and make-up air systems. This acquisition supports the Company’s growth strategy by expanding its heating and indoor air quality product portfolios and also broadens its customer base in the commercial, industrial, food service, and warehousing sectors. For the three and nine months ended December 31, 2025, the Company included net sales of $ 7.0 million and $ 18.7 million, respectively, within its consolidated statements of operations attributable to AbsolutAire. The Company’s preliminary allocation of the purchase price for its acquisition of AbsolutAire is as follows: ​ ​ ​ ​ ​ Trade accounts receivable ​ $ 3.4 Inventories ​ 3.9 Property, plant and equipment ​ 2.8 Intangible assets ​ 2.2 Goodwill ​ 1.1 Accounts payable ​ ( 1.2 ) Accrued compensation and employee benefits ​ ( 0.4 ) Other liabilities ​ ( 0.5 ) Purchase price ​ $ 11.3 ​ The Company recorded $ 2.2 million of intangible assets, including customer relationship and trade name assets. The Company is amortizing the acquired intangible assets using a weighted-average life of approximately eleven years . The Company allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $ 1.1 million, which is expected to be deductible for income tax purposes. Acquisition of L.B. White On May 31, 2025, the Company acquired all of the issued and outstanding shares of L.B. White for consideration totaling $ 110.5 million ($ 107.7 million net of cash acquired). The Company primarily utilized its revolving credit facility to fund the purchase price. Headquartered in Wisconsin, with additional manufacturing and distribution operations in Georgia, L.B. White is a leading provider of specialty heating solutions, including direct-fired forced air, radiant, indirect-fired, and electric heating solutions, for the agriculture, construction, and special event industries. L.B. White holds a leading position in the swine and poultry agricultural heating markets in North America and is a market leader in portables heating. This acquisition expands the Company’s product portfolio and also broadens its network into adjacent heating markets. For the three and nine months ended December 31, 2025, the Company included net sales of $ 25.6 million and $ 44.7 million, respectively, within its consolidated statements of operations attributable to L.B. White. During the third quarter of fiscal 2026 and in connection with harmonizing internal controls and accounting processes at L.B. White, the Company identified and recorded measurement period adjustments, primarily related to inventory and associated reserves. These adjustments, including the impact on deferred income taxes, resulted in an increase to goodwill of $ 1.4 million. ​ ​ ​ ​ 8 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) The Company’s preliminary allocation of the purchase price for its acquisition of L.B. White is as follows: ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ ​ $ 2.8 Trade accounts receivable ​ 10.2 Inventories ​ 17.1 Property, plant and equipment ​ 15.9 Intangible assets ​ 50.1 Goodwill ​ 27.1 Other assets ​ 1.0 Accounts payable ​ ( 1.8 ) Accrued compensation and employee benefits ​ ( 1.9 ) Deferred income taxes ​ ( 8.3 ) Other liabilities ​ ( 1.7 ) Purchase price ​ $ 110.5 ​ The Company engaged third-party valuation specialists to assist in estimating the fair value of assets acquired. The third-party valuations utilized assumptions developed by management and other information compiled by management, including, but not limited to, future expected cash flows. The Company allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $ 27.1 million, none of which is expected to be deductible for income tax purposes. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded as part of the acquisition includes L.B. White’s workforce and anticipated future revenue and cost synergies. Below is a summary of the methodologies and significant assumptions used within the third-party valuations for estimating the fair value of certain classes of acquired assets. The fair values were primarily based upon significant inputs that are not observable in the market and thus represent Level 3 measurements. See Note 4 for information regarding Level 3 fair value measurements. Inventories: The Company determined the fair value of acquired work-in-process and finished goods inventory using both the comparative sales and cost of reproduction valuation methods. For raw materials acquired, the Company estimated the cost of replacement. In total, the Company wrote-up acquired inventory by $ 1.0 million. The Company charged $ 0.2 million and $ 0.8 million to cost of sales during the first and second quarters of fiscal 2026, respectively, as the underlying inventory was sold. Property, plant and equipment: The Company valued the land and facilities acquired using the cost approach. The cost approach included consideration of recent sales of comparable land parcels and estimated replacement costs for structures and site improvements, adjusting such values for estimated depreciation as of the acquisition date. The cost approach relies on assumptions regarding replacement costs and the age and estimated remaining useful lives of the assets. For personal property, which primarily consists of machinery and equipment assets, the Company utilized the market valuation approach that considers values for similar assets on secondary equipment markets. The fair value of property, plant and equipment will be recognized as depreciation expense in the Company’s results of operations over the expected remaining useful lives of the assets. ​ ​ ​ 9 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Intangible assets: The Company determined the fair value of acquired intangible assets by using variations of the income approach. These methods generally forecast expected future net cash flows associated with each of the identified intangible assets and adjust the forecasts to present value by applying a discount rate intended to reflect risk factors associated with the cash flows and the time value of money. Acquired intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ Gross Carrying Value ​ Weighted- Average Useful Life Customer relationships $ 38.5 ​ 14 years Trade name 11.6 ​ 20 years Total intangible assets acquired $ 50.1 ​ ​ ​ Customer relationships represent the estimated fair value of L.B. White’s business relationships with existing customers, the majority of which are dealers and/or distributors in the agriculture and portable heating markets. The fair value of customer relationships was determined using the multi-period excess earnings method, in which the value is derived by projecting the future anticipated after-tax cash flows attributable to the customer relationships. Key inputs used in the valuation included future revenue growth rates, customer attrition rates, and discount rates. The Company determined the estimated fair value of the acquired L.B. White trade name using the relief-from-royalty method, which applies an assumed royalty rate to revenue expected to be derived under the acquired trade name. The fair value was estimated to be the present value of the royalties saved because the Company owns the trade name. Acquisition of Climate by Design On July 1, 2025, the Company acquired Climate by Design for $ 64.4 million ($ 63.4 million net of cash acquired). The Company paid $ 64.1 million upon closing and the remaining $ 0.3 million in October 2025. The Company primarily utilized its revolving credit facility to fund the purchase price. Based in Minnesota, Climate by Design specializes in desiccant dehumidification technology and critical process air handlers. This acquisition supports the Company’s growth strategy by expanding its commercial indoor air quality product portfolio. For the three and nine months ended December 31, 2025, the Company included $ 10.2 million and $ 17.5 million, respectively, of net sales within its consolidated statements of operations attributable to Climate by Design. The Company’s preliminary allocation of the purchase price for its acquisition of Climate by Design is as follows: ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ ​ $ 1.0 Trade accounts receivable ​ 7.3 Inventories ​ 10.1 Property, plant and equipment ​ 10.5 Intangible assets ​ 15.0 Goodwill ​ 23.6 Other assets ​ 10.4 Accounts payable ​ ( 1.8 ) Accrued compensation and employee benefits ​ ( 1.0 ) Other liabilities ​ ( 10.7 ) Purchase price ​ $ 64.4 ​ ​ 10 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) The Company engaged third-party valuation specialists to assist in estimating the fair value of assets acquired. The third-party valuations utilized assumptions developed by management and other information compiled by management, including, but not limited to, future expected cash flows. The Company allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $ 23.6 million. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded as part of the acquisition includes Climate by Design’s workforce and anticipated future revenue and cost synergies. Goodwill is expected to be deductible for income tax purposes. Below is a summary of the methodologies and significant assumptions used within the third-party valuations for estimating the fair value of certain classes of acquired assets. The fair values were primarily based upon significant inputs that are not observable in the market and thus represent Level 3 measurements. See Note 4 for information regarding Level 3 fair value measurements. Inventories: The Company estimated the fair value of acquired work-in-process and finished goods inventory using both the comparative sales and cost of reproduction valuation methods. For raw materials acquired, the Company estimated the cost of replacement. The Company wrote-up acquired inventory by $ 0.3 million. The Company charged the write-up to cost of sales during the second quarter of fiscal 2026 as the underlying inventory was sold. Intangible assets: The Company estimated the fair value of acquired intangible assets by using variations of the income approach. These methods generally forecast expected future net cash flows associated with each of the identified intangible assets and adjust the forecasts to present value by applying a discount rate intended to reflect risk factors associated with the cash flows and the time value of money. Acquired intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ Gross Carrying Value ​ Weighted- Average Useful Life Customer relationships $ 8.3 ​ 10 years Acquired technology 3.5 ​ 10 years Trade name 3.2 ​ 10 years Total intangible assets acquired $ 15.0 ​ ​ ​ Customer relationships represent the estimated fair value of Climate by Design’s business relationships with existing customers. The fair value of customer relationships was estimated using the multi-period excess earnings method, in which the value is derived by projecting the future anticipated after-tax cash flows attributable to the customer relationships. Key inputs used in the valuation included future revenue growth rates, customer attrition rates, and discount rates. The Company estimated the fair value of the acquired Climate by Design technology using the relief-from-royalty method, considering estimated royalties that would hypothetically be paid to use the technology. The Company estimated the fair value of the acquired Climate by Design trade name using the relief-from-royalty method, which applies an assumed royalty rate to revenue expected to be derived under the acquired trade name. The fair value was estimated to be the present value of the royalties saved because the Company owns the trade name. ​ ​ ​ 11 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Pending disposition of facilities in Germany In fiscal 2025, the Company signed a definitive agreement to sell its technical service center and administrative support facility in Germany to a real estate investment firm. The Company closed the technical service center earlier in fiscal 2025 and reduced headcount in light of the sale of three automotive businesses in Germany during fiscal 2024. During the second quarter of fiscal 2026 and based upon a lower expected selling price of approximately $ 5.0 million in light of market and other transaction-specific factors, the Company estimated an implied loss in excess of the building and related assets’ carrying value. As a result, the Company recorded a non-cash impairment charge of $ 4.1 million during the second quarter of fiscal 2026. As of December 31, 2025 and March 31, 2025, the Company classified $ 4.6 million and $ 8.2 million, respectively, of building and related assets as held for sale and presented them within other current assets on its consolidated balance sheets. The Company expects the sale transaction will close during the fourth quarter of fiscal 2026 or the first quarter of fiscal 2027. ​ Note 3: Revenue Recognition Disaggregation of revenue The tables below present revenue for each of the Company’s operating segments. Each segment’s revenue is disaggregated by product group and by geographic location. ​ Effective April 1, 2025 and in connection with the Company’s strategic transformation and application of 80/20 principles, the Company realigned its segment teams around five market-based product groups, as summarized below. Accordingly, the Company has updated its disaggregated revenue disclosure to reflect the new product group structure. The disaggregated revenue information presented for fiscal 2025 has been recast to be comparable with the fiscal 2026 presentation. ​ Climate Solutions The Climate Solutions segment has aligned its teams around three product groups: i) Data Centers, ii) Heat Transfer Solutions and iii) HVAC Technologies. The Data Centers business provides sustainable cooling solutions for data center customers. Data center products include precision air conditioning units, computer room air conditioning and air handler units, fan coils and fan walls. The Heat Transfer Solutions business provides heat exchanger coils, commercial refrigeration coolers, and anti-corrosion coating products. The HVAC Technologies business provides a wide array of commercial and residential heating products, including unit heaters, roof-mounted makeup air units, duct furnaces, infrared units, and perimeter heating products. In addition, the HVAC Technologies business sells indoor air quality products for schools and commercial applications. ​ Performance Technologies The Performance Technologies segment has aligned its teams around two product groups: i) Heavy-Duty Equipment and ii) On-Highway Applications. The Heavy-Duty Equipment business provides heat exchangers and cooling modules for off-highway markets, including agricultural, construction, and mining. In addition, the Heavy-Duty Equipment business sells cooling module generator sets that provide mission critical stationary power. The On-Highway Applications business provides heat exchangers and cooling systems for commercial vehicle, automotive, and specialty vehicle customers. In addition to products for traditional powertrains, the On-Highway Applications business provides products and solutions for zero-emission and hybrid vehicles, primarily for commercial vehicle, bus and specialty vehicles. 12 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, 2025 ​ Three months ended December 31, 2024 ​ ​ ​ ​ Climate ​ ​ ​ Performance ​ ​ ​ Segment ​ ​ ​ Climate ​ ​ ​ Performance ​ ​ ​ Segment ​ ​ Solutions ​ Technologies ​ Total ​ Solutions ​ Technologies ​ Total Product groups: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Data centers ​ $ 296.9 ​ $ — ​ $ 296.9 ​ $ 166.9 ​ $ — ​ $ 166.9 Heat transfer solutions ​ 138.0 ​ — ​ 138.0 ​ 121.3 ​ — ​ 121.3 HVAC technologies ​ 107.1 ​ — ​ 107.1 ​ 72.5 ​ — ​ 72.5 Heavy-duty equipment ​ — ​ 92.4 ​ 92.4 ​ — ​ 95.5 ​ 95.5 On-highway applications ​ — ​ 170.6 ​ 170.6 ​ — ​ 160.6 ​ 160.6 Inter-segment sales ​ 2.6 ​ 3.0 ​ 5.6 ​ 0.1 ​ 6.1 ​ 6.2 Net sales ​ $ 544.6 ​ $ 266.0 ​ $ 810.6 ​ $ 360.8 ​ $ 262.2 ​ $ 623.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 416.6 ​ $ 138.5 ​ $ 555.1 ​ $ 255.5 ​ $ 160.2 ​ $ 415.7 Europe ​ 122.7 ​ 78.6 ​ 201.3 ​ 97.9 ​ 62.1 ​ 160.0 Asia ​ 5.3 ​ 48.9 ​ 54.2 ​ 7.4 ​ 39.9 ​ 47.3 Net sales ​ $ 544.6 ​ $ 266.0 ​ $ 810.6 ​ $ 360.8 ​ $ 262.2 ​ $ 623.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, 2025 ​ Nine months ended December 31, 2024 ​ ​ ​ ​ Climate ​ ​ ​ Performance ​ ​ ​ Segment ​ ​ ​ Climate ​ ​ ​ Performance ​ ​ ​ Segment ​ ​ Solutions ​ Technologies ​ Total ​ Solutions ​ Technologies ​ Total Product groups: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Data centers ​ $ 710.1 ​ $ — ​ $ 710.1 ​ $ 488.4 ​ $ — ​ $ 488.4 Heat transfer solutions ​ 422.4 ​ — ​ 422.4 ​ 403.9 ​ — ​ 403.9 HVAC technologies ​ 260.9 ​ — ​ 260.9 ​ 192.0 ​ — ​ 192.0 Heavy-duty equipment ​ — ​ 300.9 ​ 300.9 ​ — ​ 308.5 ​ 308.5 On-highway applications ​ — ​ 532.4 ​ 532.4 ​ — ​ 543.5 ​ 543.5 Inter-segment sales ​ 3.0 ​ 4.5 ​ 7.5 ​ 0.2 ​ 16.7 ​ 16.9 Net sales ​ $ 1,396.4 ​ $ 837.8 ​ $ 2,234.2 ​ $ 1,084.5 ​ $ 868.7 ​ $ 1,953.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ $ 1,016.8 ​ $ 448.1 ​ $ 1,464.9 ​ $ 748.1 ​ $ 527.6 ​ $ 1,275.7 Europe ​ 361.0 ​ 242.8 ​ 603.8 ​ 315.3 ​ 214.7 ​ 530.0 Asia ​ 18.6 ​ 146.9 ​ 165.5 ​ 21.1 ​ 126.4 ​ 147.5 Net sales ​ $ 1,396.4 ​ $ 837.8 ​ $ 2,234.2 ​ $ 1,084.5 ​ $ 868.7 ​ $ 1,953.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract balances Contract assets and contract liabilities from contracts with customers were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 Contract assets ​ $ 22.1 ​ $ 13.3 Contract liabilities ​ 31.1 ​ 35.1 ​ ​ ​ 13 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Contract assets primarily consist of assets recorded for revenue recognized over time, which represent the Company’s rights to consideration for work completed but not yet billed, and capitalized costs related to customer-owned tooling contracts, wherein the customer has guaranteed reimbursement. Contract assets are included within other current assets on the Company’s consolidated balance sheets. The $ 8.8 million increase in contract assets during the first nine months of fiscal 2026 primarily resulted from an increase in contract assets for revenue recognized over time, partially offset by a decrease in capitalized costs related to the Company’s fulfillment of its performance obligations. Contract liabilities consist of payments received in advance of satisfying performance obligations under customer contracts, including contracts for data center cooling products and customer-owned tooling. Contract liabilities are included within other current and noncurrent liabilities on the Company’s consolidated balance sheets. The $ 4.0 million decrease in contract liabilities during the first nine months of fiscal 2026 primarily resulted from the Company’s satisfaction of performance obligations. Note 4: Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified under the following hierarchy: ● Level 1 – Quoted prices for identical instruments in active markets. ● Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. ● Level 3 – Model-derived valuations in which one or more significant inputs are not observable. When available, the Company uses quoted market prices to determine fair value and classifies such measurements as Level 1. In some cases, where market prices are not available, the Company uses observable market-based inputs to calculate fair value, in which case the measurements are classified as Level 2. If quoted or observable market prices are not available, the Company determines fair value based upon valuation models that use, where possible, market-based data such as interest rates, yield curves or currency rates. These measurements are classified as Level 3. The carrying values of cash, cash equivalents, restricted cash, trade accounts receivable, accounts payable, and short-term debt approximate fair value due to the short-term nature of these instruments. In addition, the Company assesses the fair value of a disposal group for each reporting period it is held for sale. The fair value of the Company’s long-term debt is disclosed in Note 17. Note 5: Pensions During the third quarter of fiscal 2026 and in connection with the previously-announced plan termination, the Company contributed $ 14.9 million to fully fund its primary U.S. pension plan. In addition, the Company settled all future obligations under the pension plan through a combination of lump-sum payments to participants and the purchase of irrevocable annuity contracts. As a result, the Company recorded a non-cash pension termination charge of $ 116.1 million during the third quarter of fiscal 2026 to recognize actuarial losses that were previously included within accumulated other comprehensive loss on its consolidated balance sheet. 14 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) ​ Pension cost included the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Service cost ​ $ — ​ $ — ​ $ 0.1 ​ $ 0.1 Interest cost ​ 1.7 ​ 2.3 ​ 6.3 ​ ​ 6.8 Expected return on plan assets ​ ( 1.5 ) ​ ( 2.2 ) ​ ( 5.8 ) ​ ​ ( 6.5 ) Amortization of unrecognized net loss ​ 0.7 ​ 1.2 ​ 3.1 ​ ​ 3.5 Pension termination charge (a) ​ 116.1 ​ — ​ 116.1 ​ — Net periodic benefit cost ​ $ 117.0 ​ $ 1.3 ​ $ 119.8 ​ $ 3.9 ____ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) As described above, the Company recorded a $ 116.1 million charge during the third quarter of fiscal 2026 in connection with the termination of its primary U.S. pension plan. ​ Note 6: Stock-Based Compensation The Company’s stock-based incentive programs consist of the following: (i) a long-term incentive plan for officers and other executives that authorizes grants of stock awards, stock options, and performance-based awards for retention and performance, (ii) a discretionary equity program for other management and key employees, and (iii) stock awards for non-employee directors. The Company calculates stock-based compensation expense based upon the fair value of the awards at the time of grant and subsequently recognizes expense ratably over the respective vesting periods of the stock-based awards. The Company recognized stock-based compensation expense of $ 6.7 million and $ 6.9 million for the three months ended December 31, 2025 and 2024, respectively. The Company recognized stock-based compensation expense of $ 14.1 million and $ 16.7 million for the nine months ended December 31, 2025 and 2024, respectively. During the first nine months of fiscal 2026, the Company granted performance-based stock awards and restricted stock awards. The performance metrics for the performance-based stock awards are based upon a target three -year average cash flow return on invested capital and a target three -year average growth in consolidated net earnings before interest, taxes, depreciation, amortization, and certain other adjustments (“Adjusted EBITDA”) at the end of the performance period ending March 31, 2028. The weighted-average fair value of stock-based compensation awards granted during the nine months ended December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ Fair Value ​ ​ ​ Fair Value ​ ​ Shares ​ ​ ​ Per Award ​ ​ ​ Shares ​ ​ ​ Per Award Performance stock awards 0.1 ​ $ 106.93 0.1 ​ $ 103.98 Restricted stock awards 0.1 ​ $ 119.39 0.1 ​ $ 110.99 ​ 15 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) As of December 31, 2025, unrecognized compensation expense related to non-vested stock-based compensation awards, which will be recognized as expense over the remaining service periods, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized ​ Weighted-Average ​ ​ Compensation ​ Remaining Service ​ ​ ​ ​ Expense ​ ​ ​ Period in Years Performance stock awards ​ $ 26.2 1.8 Restricted stock awards ​ 7.2 1.8 Total ​ $ 33.4 1.8 ​ ​ Note 7: Restructuring Activities Restructuring and repositioning expenses were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Employee severance and related benefits ​ $ 3.8 ​ $ 7.3 ​ $ 10.3 ​ $ 15.3 Other restructuring and repositioning expenses ​ 3.7 ​ 1.0 ​ 5.1 ​ 2.9 Total ​ $ 7.5 ​ $ 8.3 ​ $ 15.4 ​ $ 18.2 ​ ​ During the first nine months of fiscal 2026, restructuring and repositioning expenses primarily consisted of severance expenses. The severance charges were primarily recorded in Europe and North America and include severance related to targeted headcount reductions intended to reduce selling, general and administrative (“SG&A”) and operational expenses. In addition, as part of its transformational initiatives supported by 80/20 principles, the Company is taking steps to optimize its supply chain and manufacturing footprint in order to support its expansion of manufacturing capacity in the U.S. for data center products and to improve profit margins. These restructuring activities have included transferring the production for certain product lines among its facilities. During the first nine months of fiscal 2025, restructuring and repositioning expenses primarily consisted of severance expenses, the majority of which were recorded in the Performance Technologies segment. These severance charges were primarily recorded in Europe and North America and include severance related to the closure of a European technical service center and other targeted headcount reductions. In addition, the Company incurred equipment transfer costs within the Climate Solutions and Performance Technologies segments. 16 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) The Company accrues severance in accordance with its written plans, procedures, and relevant statutory requirements. Changes in accrued severance were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning balance ​ $ 6.4 ​ $ 7.9 Additions (a) ​ 3.0 ​ 5.9 Payments ​ ( 2.6 ) ​ ( 7.5 ) Effect of exchange rate changes ​ ( 0.1 ) ​ ( 0.4 ) Ending balance ​ $ 6.7 ​ $ 5.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning balance ​ $ 6.6 ​ $ 13.0 Additions (a) ​ 9.5 ​ 13.9 Payments ​ ( 9.6 ) ​ ( 20.8 ) Effect of exchange rate changes ​ 0.2 ​ ( 0.2 ) Ending balance ​ $ 6.7 ​ $ 5.9 ____ ​ ​ ​ ​ ​ ​ ​ ​ (a) The fiscal 2026 and 2025 amounts exclude $ 0.8 million and $ 1.4 million, respectively, of non-cash severance expense resulting from the accelerated vesting of certain stock-based compensation awards incurred in connection with restructuring actions . ​ ​ Note 8: Other Income and Expense Other income and expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Interest income ​ $ 0.5 ​ $ 0.5 ​ $ 1.5 ​ $ 2.0 Foreign currency transactions (a) ​ ( 2.4 ) ​ 1.8 ​ ( 6.6 ) ​ ​ 0.8 Net periodic benefit cost (b) ​ ( 0.9 ) ​ ( 1.2 ) ​ ( 3.4 ) ​ ​ ( 3.5 ) Total other (expense) income – net ​ $ ( 2.8 ) ​ $ 1.1 ​ $ ( 8.5 ) ​ $ ( 0.7 ) ____ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Foreign currency transactions primarily consist of foreign currency transaction gains and losses on the re-measurement or settlement of foreign currency-denominated assets and liabilities, including intercompany loans and transactions denominated in a foreign currency, along with gains and losses on certain foreign currency exchange contracts. (b) Net periodic benefit cost for the Company’s pension and postretirement plans is exclusive of service cost and the $ 116.1 million pension termination charge recorded in the third quarter of fiscal 2026. See Note 5 for additional information. ​ 17 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 9: Income Taxes In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes the permanent extension of certain provisions of the Tax Cuts and Jobs Act, including 100 % bonus depreciation and domestic research cost expensing. It also includes modifications to the international tax framework. The legislation has multiple effective dates, with certain provisions impacting the Company through fiscal 2027. The Company began recognizing the impacts of the OBBBA for the provisions currently enacted during the second quarter of fiscal 2026, including the provision regarding domestic research costs. The Company is continuing to assess provisions that are expected to impact future periods. ​ The Company’s effective tax rate for the three months ended December 31, 2025 and 2024 was ( 21.6 ) percent and 24.0 percent, respectively. The Company’s effective tax rate for the nine months ended December 31, 2025 and 2024 was 45.3 percent and 27.7 percent, respectively. The effective tax rates for fiscal 2026 were negatively impacted by a non-cash pension termination charge of $ 116.1 million recorded during the third quarter of fiscal 2026; see Note 5 for information regarding the U.S. pension plan termination. The pension termination charge resulted in a net income tax benefit of $ 13.1 million, which included a $ 16.8 million income tax detriment recorded to clear disproportionate income tax effects from accumulated other comprehensive loss. In addition, the effective tax rates for fiscal 2026 were negatively impacted by provisions of the OBBBA on state deferred taxes and the utilization of foreign tax credits, which increased income tax expense during the three and nine months ended December 31, 2025 by $ 0.6 million and $ 3.7 million, respectively. ​ The Company records valuation allowances against its net deferred tax assets to the extent it determines it is more likely than not that such assets will not be realized in the future. Each quarter, the Company evaluates the probability that its deferred tax assets will be realized and determines whether valuation allowances or adjustments thereto are needed. This determination involves judgment and the use of significant estimates and assumptions, including expectations of future taxable income and tax planning strategies. In addition, the Company considers the duration of statutory carryforward periods and historical financial results. ​ At December 31, 2025, valuation allowances against deferred tax assets in the U.S. and in certain foreign jurisdictions totaled $ 48.7 million and $ 29.0 million, respectively. The Company will maintain the valuation allowances in each applicable tax jurisdiction until it determines it is more likely than not the deferred tax assets will be realized, thereby eliminating the need for a valuation allowance. Future events or circumstances, such as lower taxable income or unfavorable changes in the financial outlook of the Company’s operations in the U.S. and certain foreign jurisdictions, could necessitate the establishment of further valuation allowances. ​ Accounting policies for interim reporting require the Company to adjust its effective tax rate each quarter to be consistent with its estimated annual effective tax rate. Under this methodology, the Company applies its estimated annual income tax rate to its year-to-date ordinary earnings to derive its income tax provision each quarter. The Company records the tax impacts of certain significant, unusual or infrequently occurring items in the period in which they occur. In addition, the Company excludes the impact of operations anticipated to generate net operating losses for the full fiscal year from the overall effective tax rate calculation and instead records them discretely based upon year-to-date results. The Company does not anticipate a significant change in unrecognized tax benefits during the remainder of fiscal 2026. ​ 18 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 10: Earnings Per Share The components of basic and diluted earnings per share were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Net (loss) earnings attributable to Modine ​ $ ( 47.4 ) ​ $ 41.0 ​ $ 48.2 ​ $ 134.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding – basic ​ 52.8 ​ 52.7 ​ 52.7 ​ 52.6 Effect of dilutive securities ​ — ​ 1.2 ​ 1.0 ​ 1.3 Weighted-average shares outstanding – diluted ​ 52.8 ​ 53.9 ​ 53.7 ​ 53.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) earnings per share – basic ​ $ ( 0.90 ) ​ $ 0.78 ​ $ 0.91 ​ $ 2.56 Net (loss) earnings per share – diluted ​ $ ( 0.90 ) ​ $ 0.76 ​ $ 0.90 ​ $ 2.49 ​ There were no securities that were anti-dilutive in the periods presented above. For the three months ended December 31, 2025, the total number of potentially-dilutive securities was 1.0 million. However, these securities were not included in the computation of diluted net loss per share, since to do so, would have decreased the loss per share. Note 11: Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 Cash and cash equivalents ​ $ 98.7 ​ $ 71.6 Restricted cash ​ 0.2 ​ 0.3 Total cash, cash equivalents and restricted cash ​ $ 98.9 ​ $ 71.9 ​ Restricted cash, which is reported within other current assets on the consolidated balance sheets, consists primarily of deposits for contractual guarantees or commitments required for rents, import and export duties, and commercial agreements. ​ Note 12: Inventories Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 Raw materials ​ $ 380.0 ​ $ 223.3 Work in process ​ 98.6 ​ 65.9 Finished goods ​ 64.3 ​ 51.7 Total inventories ​ $ 542.9 ​ $ 340.9 ​ ​ 19 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 13: Property, Plant and Equipment Property, plant and equipment, including depreciable lives, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 Land ​ $ 19.3 ​ $ 16.4 Buildings and improvements ( 10 - 40 years) ​ 285.7 ​ 257.7 Machinery and equipment ( 3 - 15 years) ​ 894.2 ​ 843.7 Office equipment ( 3 - 10 years) ​ 95.9 ​ 92.6 Construction in progress ​ 91.9 ​ 69.5 ​ ​ 1,387.0 ​ 1,279.9 Less: accumulated depreciation ​ ( 907.4 ) ​ ( 889.4 ) Net property, plant and equipment ​ $ 479.6 ​ $ 390.5 ​ The December 31, 2025 and March 31, 2025 property, plant and equipment in the table above exclude amounts classified as held for sale. See Note 2 for additional information. ​ ​ Note 14: Goodwill and Intangible Assets The following table presents a roll forward of the carrying value of goodwill from March 31, 2025 to December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ Climate Solutions Goodwill, March 31, 2025 ​ $ 233.9 Acquisitions (a) ​ 51.8 Effect of exchange rate changes ​ 7.7 Goodwill, December 31, 2025 ​ $ 293.4 ____ ​ ​ ​ ​ (a) During the first nine months of fiscal 2026, the Company recorded $ 27.1 million, $ 23.6 million, and $ 1.1 million of goodwill in connection with its acquisition of L.B. White, Climate by Design, and AbsolutAire, respectively. See Note 2 for additional information. ​ Intangible assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ March 31, 2025 ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Intangible ​ Carrying ​ Accumulated ​ Intangible ​ ​ Value ​ Amortization ​ Assets ​ Value ​ Amortization ​ Assets Customer relationships ​ $ 199.7 ​ $ ( 60.3 ) ​ $ 139.4 ​ $ 145.4 ​ $ ( 47.5 ) ​ $ 97.9 Trade names ​ 70.0 ​ ​ ( 24.3 ) ​ ​ 45.7 ​ 53.1 ​ ( 21.2 ) ​ 31.9 Acquired technology ​ 37.0 ​ ​ ( 18.7 ) ​ ​ 18.3 ​ 32.6 ​ ( 15.7 ) ​ 16.9 Total intangible assets ​ $ 306.7 ​ $ ( 103.3 ) ​ $ 203.4 ​ $ 231.1 ​ $ ( 84.4 ) ​ $ 146.7 ​ In connection with its acquisitions of three businesses during the first nine months of fiscal 2026, the Company recorded customer relationship, trade name, and acquired technology intangible assets totaling $ 48.1 million, $ 15.7 million, and $ 3.5 million, respectively. ​ 20 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) The Company recorded amortization expense of $ 5.2 million and $ 6.9 million for the three months ended December 31, 2025 and 2024, respectively. The Company recorded amortization expense of $ 15.8 million and $ 20.7 million for the nine months ended December 31, 2025 and 2024, respectively. The Company estimates that it will record approximately $ 5.0 million of amortization expense during the remainder of fiscal 2026. The Company estimates that it will record approximately $ 21.0 million, $ 21.0 million, $ 20.0 million, $ 19.0 million, and $ 19.0 million of annual amortization expense in fiscal 2027 through 2031, respectively. ​ Note 15: Product Warranties Changes in accrued warranty costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning balance ​ $ 7.8 ​ $ 11.1 Warranties recorded at time of sale ​ 2.6 ​ 1.8 Adjustments to pre-existing warranties ​ 2.7 ​ ( 0.3 ) Settlements ​ ( 3.8 ) ​ ( 1.5 ) Effect of exchange rate changes ​ — ​ ( 0.4 ) Ending balance ​ $ 9.3 ​ $ 10.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning balance ​ $ 9.2 ​ $ 10.7 Warranties recorded at time of sale ​ 6.6 ​ 5.6 Adjustments to pre-existing warranties ​ 0.5 ​ ( 0.7 ) Settlements ​ ( 8.1 ) ​ ( 4.8 ) Business acquisitions (a) ​ 0.9 ​ — Effect of exchange rate changes ​ 0.2 ​ ( 0.1 ) Ending balance ​ $ 9.3 ​ $ 10.7 ____ ​ ​ ​ ​ ​ ​ ​ (a) See Note 2 for additional information on acquisitions during fiscal 2026 . ​ ​ ​ ​ 21 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 16: Leases Lease assets and liabilities The following table provides a summary of leases recorded on the consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet Location ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 Lease Assets ​ ​ ​ ​ ​ Operating lease ROU assets Other noncurrent assets ​ $ 135.4 ​ $ 97.2 Finance lease ROU assets (a) Property, plant and equipment - net ​ 6.9 ​ 6.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Liabilities ​ ​ ​ ​ ​ Operating lease liabilities Other current liabilities ​ $ 23.3 ​ $ 18.0 Operating lease liabilities Other noncurrent liabilities ​ 114.0 ​ 80.6 Finance lease liabilities Long-term debt - current portion ​ 0.6 ​ 0.5 Finance lease liabilities Long-term debt ​ 1.9 ​ 2.2 ____ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Finance right of use ( “ ROU ” ) assets were recorded net of accumulated amortization of $ 4.7 million and $ 4.2 million as of December 31, 2025 and March 31, 2025, respectively. The increases in operating lease ROU assets and liabilities from March 31, 2025 to December 31, 2025 primarily resulted from the commencement of a 7-year manufacturing facility lease within the Climate Solutions segment. During the third quarter of fiscal 2026, the Company signed a 5-year operating lease for a manufacturing facility with future lease payments totaling approximately $ 10.0 million. The Company expects this lease will commence during the fourth quarter of fiscal 2026. The Company is increasing its production capacity to support organic growth opportunities within its Data Center business. Components of lease expense The components of lease expense were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Operating lease expense (a) ​ $ 12.4 ​ $ 8.5 ​ $ 32.6 ​ $ 23.1 Finance lease expense: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of ROU assets ​ 0.1 ​ 0.1 ​ 0.4 ​ 0.4 Interest on lease liabilities ​ — ​ — ​ 0.1 ​ 0.1 Total lease expense ​ $ 12.5 ​ $ 8.6 ​ $ 33.1 ​ $ 23.6 ____ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) For the three and nine months ended December 31, 2025, operating lease expense included short-term lease expense of $ 3.1 million and $ 8.1 million, respectively. For the three and nine months ended December 31, 2024, operating lease expense included short-term lease expense of $ 1.7 million and $ 4.8 million, respectively. Variable lease expense was not significant. ​ 22 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 17: Indebtedness In July 2025, the Company executed an amended and restated credit agreement with a syndicate of banks for a multi-currency $ 400.0 million revolving credit facility and a $ 200.0 million term loan facility maturing in July 2030. In addition, the credit agreement provides for shorter-duration swingline loans. This credit agreement modified the Company’s then existing revolving credit and term loan facilities, which would have matured in October 2027. In connection with the credit agreement modification, the Company capitalized $ 2.3 million of debt issuance costs, which will be amortized as interest expense over the term of the debt. In December 2025, the Company further amended the credit agreement primarily to increase the borrowing capacity under the revolving credit facility by $ 150.0 million to $ 550.0 million. Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of maturity ​ December 31, 2025 ​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving credit facility ​ 2031 ​ $ 327.0 ​ $ 30.0 Term loans ​ 2031 ​ ​ 197.5 ​ ​ 193.7 5.9 % Senior Notes ​ 2029 ​ 81.3 ​ 100.0 5.8 % Senior Notes ​ 2027 ​ 8.3 ​ 16.7 Finance lease obligations ​ ​ ​ ​ 2.5 ​ 2.7 ​ ​ ​ ​ ​ 616.6 ​ 343.1 Less: current portion ​ ​ ​ ​ ( 43.9 ) ​ ( 44.8 ) Less: unamortized debt issuance costs ​ ​ ​ ​ ( 2.0 ) ​ ( 1.6 ) Total long-term debt ​ ​ ​ ​ $ 570.7 ​ $ 296.7 ​ Long-term debt, including the current portion of long-term debt, matures as follows: ​ ​ ​ ​ ​ Fiscal Year ​ ​ ​ ​ ​ Remainder of 2026 ​ $ 8.9 2027 ​ 43.9 2028 ​ 35.6 2029 ​ 35.5 2030 ​ 10.1 2031 & beyond ​ ​ 482.6 Total ​ $ 616.6 ​ ​ ​ ​ ​ Borrowings under the revolving credit, swingline and term loan facility bear interest at variable rates, based upon the applicable reference rate and including a margin percentage dependent upon the Company’s leverage ratio, as described below. At December 31, 2025, the interest rate for revolving credit facility borrowings and the term loan was 5.1 percent and 5.0 percent, respectively. Based upon the terms of the credit agreement, the Company classifies borrowings under its revolving credit and swingline facilities as long-term and short-term debt, respectively, on its consolidated balance sheets. At December 31, 2025, the Company’s borrowings under its revolving credit facilities totaled $ 327.0 million and domestic letters of credit totaled $ 6.2 million. As a result, available borrowing capacity under the Company’s revolving credit facility was $ 216.8 million as of December 31, 2025. At December 31, 2025 and March 31, 2025, the Company had no borrowings under the swingline facility. At March 31, 2025, the Company’s borrowings under its revolving credit facility totaled $ 30.0 million. 23 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) The Company also maintains credit agreements for its foreign subsidiaries. The outstanding short-term borrowings related to these foreign credit agreements totaled $ 1.2 million and $ 9.3 million at December 31, 2025 and March 31, 2025, respectively. Indebtedness under the Company’s credit agreement and Senior Notes is secured by substantially all domestic assets, excluding real estate. These agreements further require compliance with various covenants that may limit the Company’s ability to incur additional indebtedness; grant liens; make investments, loans, or guarantees; engage in certain transactions with affiliates; and make restricted payments, including dividends. In addition, the agreements may require prepayment in the event of certain asset sales. Financial covenants within the credit agreements include a leverage ratio covenant, which requires the Company to limit its consolidated indebtedness, less a portion of its cash balances, both as defined by the credit agreements, to no more than three and one-half times consolidated net earnings before interest, taxes, depreciation, amortization, and certain other adjustments (“Adjusted EBITDA”). The Company must also maintain a ratio of Adjusted EBITDA of at least three times consolidated interest expense. As of December 31, 2025, the Company was in compliance with its debt covenants. The Company estimates the fair value of long-term debt using discounted future cash flows at rates offered to the Company for similar debt instruments of comparable maturities. As of December 31, 2025 and March 31, 2025, the carrying value of the Company’s long-term debt approximated fair value, with the exception of the Senior Notes, which had an aggregate fair value of $ 90.7 million and $ 116.6 million, respectively. The fair value of the Company’s long-term debt is categorized as Level 2 within the fair value hierarchy. Refer to Note 4 for the definition of a Level 2 fair value measurement. ​ Note 18: Risks, Uncertainties, Contingencies and Litigation Environmental The Company has recorded environmental monitoring and remediation accruals related to manufacturing facilities in the U.S., one of which the Company currently owns and operates, and a former manufacturing facility in the Netherlands. These accruals primarily relate to soil and groundwater contamination at facilities where past operations followed practices and procedures that were considered acceptable under then-existing regulations, or where the Company is a successor to the obligations of prior owners, and current laws and regulations require investigative and/or remedial work to ensure sufficient environmental compliance. In instances where a range of loss can be reasonably estimated for a probable environmental liability, but no amount within the range is a better estimate than any other amount, the Company accrues the minimum of the range. The Company’s accruals for environmental matters totaled $ 14.0 million and $ 15.8 million as of December 31, 2025 and March 31, 2025, respectively. As additional information becomes available regarding environmental matters, the Company will re-assess the liabilities and revise the estimated accruals, if necessary. While it is possible that the ultimate environmental remediation costs may be in excess of amounts accrued, the Company believes, based upon currently available information, that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on its financial position. However, these matters are subject to inherent uncertainties, and unfavorable outcomes could occur, including significant monetary damages. Information technology purchase commitments The Company has entered into purchase commitments for information technology services, primarily related to implementation and support for cloud infrastructure, data analytics, and AI-enablement services. In total, the Company expects to spend approximately $ 35.0 million in connection with these purchase commitments from fiscal 2027 through fiscal 2030. ​ 24 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Other litigation In the normal course of business, the Company and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private parties, governmental agencies and/or others in which claims are asserted against Modine. The Company believes that any additional loss in excess of amounts already accrued would not have a material effect on the Company’s consolidated balance sheet, results of operations, and cash flows. In addition, management expects that the liabilities which may ultimately result from such lawsuits or proceedings, if any, would not have a material adverse effect on the Company’s financial position. Note 19: Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, 2025 ​ Nine months ended December 31, 2025 ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ Defined ​ Cash Flow ​ ​ ​ Currency ​ Defined ​ Cash Flow ​ ​ ​ ​ Translation ​ Benefit Plans ​ Hedges ​ Total ​ Translation ​ Benefit Plans ​ Hedges ​ Total Beginning balance ​ ​ ​ $ ( 35.5 ) ​ ​ ​ $ ( 102.2 ) ​ ​ ​ $ — ​ ​ ​ $ ( 137.7 ) ​ ​ ​ $ ( 76.8 ) ​ ​ ​ $ ( 103.8 ) ​ ​ ​ $ ( 0.7 ) ​ ​ ​ $ ( 181.3 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) before reclassifications ​ 4.3 ​ 3.1 ​ ( 0.1 ) ​ 7.3 ​ 45.6 ​ ​ 3.1 ​ ​ — ​ 48.7 Reclassifications: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of unrecognized net loss (a) ​ — ​ 0.7 ​ — ​ 0.7 ​ — ​ ​ 2.9 ​ ​ — ​ 2.9 Pension termination charge (b) ​ — ​ 116.1 ​ — ​ 116.1 ​ — ​ ​ 116.1 ​ ​ — ​ 116.1 Realized losses - net (c) ​ — ​ — ​ 0.1 ​ 0.1 ​ — ​ ​ — ​ ​ 0.9 ​ 0.9 Income taxes (d) ​ — ​ ( 14.1 ) ​ — ​ ( 14.1 ) ​ — ​ ​ ( 14.7 ) ​ ​ ( 0.2 ) ​ ( 14.9 ) Total other comprehensive income ​ 4.3 ​ 105.8 ​ — ​ 110.1 ​ 45.6 ​ 107.4 ​ 0.7 ​ 153.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending balance ​ $ ( 31.2 ) ​ $ 3.6 ​ $ — ​ $ ( 27.6 ) ​ $ ( 31.2 ) ​ $ 3.6 ​ $ — ​ $ ( 27.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, 2024 ​ Nine months ended December 31, 2024 ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ Defined ​ Cash Flow ​ ​ ​ Currency ​ Defined ​ Cash Flow ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ Benefit Plans ​ ​ ​ Hedges ​ ​ ​ Total ​ ​ ​ Translation ​ ​ ​ Benefit Plans ​ ​ ​ Hedges ​ ​ ​ Total Beginning balance ​ $ ( 49.0 ) ​ $ ( 99.1 ) ​ $ 0.3 ​ $ ( 147.8 ) ​ $ ( 62.8 ) ​ $ ( 100.7 ) ​ $ 0.1 ​ $ ( 163.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) before reclassifications ​ ( 48.2 ) ​ — ​ ( 0.1 ) ​ ( 48.3 ) ​ ( 34.4 ) ​ ​ — ​ ​ 0.3 ​ ( 34.1 ) Reclassifications: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of unrecognized net loss (a) ​ — ​ 1.1 ​ — ​ 1.1 ​ — ​ ​ 3.2 ​ ​ — ​ 3.2 Realized gains - net (c) ​ ​ — ​ ​ — ​ ​ ( 0.1 ) ​ ​ ( 0.1 ) ​ ​ — ​ ​ — ​ ​ ( 0.2 ) ​ ​ ( 0.2 ) Income taxes ​ — ​ ( 0.3 ) ​ 0.1 ​ ( 0.2 ) ​ — ​ ​ ( 0.8 ) ​ ​ — ​ ( 0.8 ) Total other comprehensive income (loss) ​ ( 48.2 ) ​ 0.8 ​ ( 0.1 ) ​ ( 47.5 ) ​ ( 34.4 ) ​ 2.4 ​ 0.1 ​ ( 31.9 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending balance ​ $ ( 97.2 ) ​ $ ( 98.3 ) ​ $ 0.2 ​ $ ( 195.3 ) ​ $ ( 97.2 ) ​ $ ( 98.3 ) ​ $ 0.2 ​ $ ( 195.3 ) ____ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are included in the calculation of net periodic benefit cost for the Company’s defined benefit plans, which include pension and other postretirement plans. See Note 5 for additional information about the Company’s pension plans. (b) During the third quarter of fiscal 2026, the Company recognized $ 116.1 million of net actuarial losses related to the termination of its primary U.S. pension plan. See Note 5 for additional information. (c) Amounts represent net gains and losses associated with cash flow hedges that were reclassified to net earnings. (d) Income taxes related to defined benefit plans include a $ 13.1 million benefit related to the pension termination charge described above. See Note 9 for additional information. 25 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) Note 20: Segment Information The Company’s chief operating decision maker (“CODM”), its President and Chief Executive Officer, reviews the separate financial results for each of its operating segments. The CODM uses segment operating income as a measure of profit and loss to evaluate the financial performance of each segment and as the basis for allocating company resources. The tables below present net sales and significant expense categories for each of the Company’s segments that are regularly provided to the CODM. Net sales for Corporate and eliminations primarily represent the elimination of inter-segment sales. Inter-segment sales are accounted for based upon an established markup over production costs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, 2025 ​ ​ ​ Three months ended December 31, 2024 ​ ​ ​ ​ ​ ​ Corporate ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ ​ ​ ​ ​ Climate ​ Performance ​ and ​ ​ ​ ​ Climate ​ Performance ​ and ​ ​ ​ ​ ​ Solutions ​ ​ ​ Technologies ​ ​ ​ eliminations ​ ​ ​ Total ​ Solutions ​ ​ ​ Technologies ​ ​ ​ eliminations ​ ​ ​ Total External sales $ 542.0 ​ $ 263.0 ​ $ — ​ $ 805.0 $ 360.7 ​ $ 256.1 ​ $ — ​ $ 616.8 Inter-segment sales ​ 2.6 ​ 3.0 ​ ( 5.6 ) ​ — ​ 0.1 ​ 6.1 ​ ( 6.2 ) ​ — Net sales ​ 544.6 ​ 266.0 ​ ( 5.6 ) ​ 805.0 ​ 360.8 ​ 262.2 ​ ( 6.2 ) ​ 616.8 Cost of sales ​ 409.5 ​ ​ 215.9 ​ ​ ( 6.5 ) ​ 618.9 ​ 257.7 ​ ​ 215.5 ​ ​ ( 6.0 ) ​ 467.2 Gross profit ​ ​ 135.1 ​ ​ 50.1 ​ ​ 0.9 ​ ​ 186.1 ​ ​ 103.1 ​ ​ 46.7 ​ ​ ( 0.2 ) ​ ​ 149.6 Selling, general and administrative expenses ​ ​ 50.0 ​ ​ 18.7 ​ ​ 20.6 ​ ​ 89.3 ​ ​ 39.6 ​ ​ 25.4 ​ ​ 17.0 ​ ​ 82.0 Restructuring expenses ​ ​ 1.9 ​ ​ 5.6 ​ ​ — ​ ​ 7.5 ​ ​ 1.1 ​ ​ 5.5 ​ ​ 1.7 ​ ​ 8.3 Operating income ​ $ 83.2 ​ $ 25.8 ​ $ ( 19.7 ) ​ $ 89.3 ​ $ 62.4 ​ $ 15.8 ​ $ ( 18.9 ) ​ $ 59.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, 2025 ​ ​ ​ Nine months ended December 31, 2024 ​ ​ ​ ​ ​ ​ Corporate ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ ​ ​ ​ ​ Climate ​ Performance ​ and ​ ​ ​ ​ Climate ​ Performance ​ and ​ ​ ​ ​ ​ Solutions ​ ​ ​ Technologies ​ ​ ​ eliminations ​ ​ ​ Total ​ Solutions ​ ​ ​ Technologies ​ ​ ​ eliminations ​ ​ ​ Total External sales $ 1,393.4 ​ $ 833.3 ​ $ — ​ $ 2,226.7 $ 1,084.3 ​ $ 852.0 ​ $ — ​ $ 1,936.3 Inter-segment sales ​ 3.0 ​ 4.5 ​ ( 7.5 ) ​ — ​ 0.2 ​ 16.7 ​ ( 16.9 ) ​ — Net sales ​ 1,396.4 ​ 837.8 ​ ( 7.5 ) ​ 2,226.7 ​ 1,084.5 ​ 868.7 ​ ( 16.9 ) ​ 1,936.3 Cost of sales ​ 1,036.4 ​ ​ 681.7 ​ ​ ( 7.8 ) ​ 1,710.3 ​ 774.3 ​ ​ 698.4 ​ ​ ( 14.2 ) ​ 1,458.5 Gross profit ​ ​ 360.0 ​ ​ 156.1 ​ ​ 0.3 ​ ​ 516.4 ​ ​ 310.2 ​ ​ 170.3 ​ ​ ( 2.7 ) ​ ​ 477.8 Selling, general and administrative expenses ​ ​ 142.1 ​ ​ 60.3 ​ ​ 56.0 ​ ​ 258.4 ​ ​ 120.5 ​ ​ 78.5 ​ ​ 51.6 ​ ​ 250.6 Restructuring expenses ​ ​ 5.6 ​ ​ 9.7 ​ ​ 0.1 ​ ​ 15.4 ​ ​ 2.8 ​ ​ 13.7 ​ ​ 1.7 ​ ​ 18.2 Impairment charge ​ ​ — ​ ​ 4.1 ​ ​ — ​ ​ 4.1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Operating income ​ $ 212.3 ​ $ 82.0 ​ $ ( 55.8 ) ​ $ 238.5 ​ $ 186.9 ​ $ 78.1 ​ $ ( 56.0 ) ​ $ 209.0 ​ SG&A expenses at Corporate include legal, finance, general corporate and central services expenses and other costs that are either not directly attributable to an operating segment or not considered when the CODM evaluates segment performance. The following is a summary of capital expenditures and depreciation and amortization expense by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Climate Solutions ​ $ 36.1 ​ $ 11.6 ​ ​ ​ $ 82.8 ​ $ 35.3 Performance Technologies ​ 5.7 ​ 4.4 ​ 18.1 ​ 20.9 Corporate ​ — ​ — ​ 0.3 ​ 0.1 Total capital expenditures ​ $ 41.8 ​ $ 16.0 ​ $ 101.2 ​ $ 56.3 ​ 26 Table of Contents MODINE MANUFACTURING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ Nine months ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Depreciation and amortization expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Climate Solutions ​ $ 12.3 ​ $ 12.2 ​ ​ ​ $ 34.9 ​ $ 36.7 Performance Technologies ​ 7.9 ​ 7.1 ​ 23.2 ​ 21.3 Corporate ​ 0.2 ​ 0.1 ​ 1.0 ​ 0.5 Total depreciation and amortization expense ​ $ 20.4 ​ $ 19.4 ​ $ 59.1 ​ $ 58.5 ​ The following is a summary of segment assets, comprised entirely of trade accounts receivable and inventories, and other assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2025 Assets: ​ ​ ​ ​ ​ ​ Climate Solutions ​ $ 756.6 ​ $ 448.7 Performance Technologies ​ 355.4 ​ 371.1 Other (a) ​ 1,370.9 ​ 1,097.8 Total assets ​ $ 2,482.9 ​ $ 1,917.6 ____ ​ ​ ​ ​ ​ ​ ​ (a) Represents cash and cash equivalents, other current assets, property plant and equipment, intangible assets, goodwill, deferred income taxes, and other noncurrent assets for the Climate Solutions and Performance Technologies segments and Corporate. Note 21: Proposed Reverse Morris Trust Transaction 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. Gentherm, a Michigan-based corporation, is a global leader of innovative thermal management and pneumatic comfort technologies. The transaction is intended to establish Gentherm as a scaled leader in thermal management. The Company will retain its Climate Solutions segment businesses, creating a pure-play climate solutions company focused on the data center and commercial HVAC and refrigeration markets. Under the terms of the agreements, at the time of the spin-off of its Performance Technologies segment businesses, the Company’s shareholders will receive newly-issued Gentherm stock, representing ownership of approximately 40 percent of the combined company. In addition, immediately prior to transaction closing, the Company is to receive cash proceeds of $ 210.0 million, subject to adjustment. In total, the transaction value is approximately $ 1.0 billion. The Company anticipates this transaction will close by the end of calendar 2026, subject to approval by Gentherm’s shareholders and other closing conditions, including regulatory approvals. Under the Reverse Morris Trust structure, the transaction is intended to be generally tax-free for U.S. federal income tax purposes for the Company and its shareholders. ​ ​ 27 Table of Contents