What changed in this filing

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Item 9A. Controls and Procedures

2026-05-27 compared with 2025-05-21 · 39 added, 37 removed, 225 unchanged (25% of the section changed)

14 unchanged sentences

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2026 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Remediation of previously-identified material weakness

As previously reported, management identified a material weakness as of March 31, 2024 in the Company’s internal control over financial reporting related to IT general controls in Europe for systems supporting the Company’s accounting and financial reporting processes.

Specifically, the Company did not appropriately restrict access to certain systems.

As a result, automated process-level controls and manual controls that are dependent upon the accuracy and completeness of information derived from those IT systems were also ineffective since they could have been adversely impacted.

The material weakness resulted from an insufficient number of trained resources with the IT expertise necessary to appropriately assess and be accountable for IT-related risks or effectively design, implement, and operate controls to monitor and restrict access to systems that support the Company’s accounting and financial reporting processes.

Management has completed the following remediation steps during fiscal 2025 and has concluded that the material weakness has been remediated as of March 31, 2025.

● Engaged resources, including team members from IT and other functional areas, new hires, and external consultants with appropriate expertise to be held accountable for effectively assessing IT-related risks and designing, implementing and operating controls needed to mitigate those risks;

● Designed and implemented controls to effectively restrict and monitor access to systems that support the Company’s accounting and financial reporting processes.

Changes in internal control over financial reporting

During the fourth quarter of fiscal 2025, management completed the remediation steps for the previously-identified material weakness, as described above.

There have been no other changes in internal control over financial reporting during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in internal control over financial reporting during the fourth quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION .

On March 14, 2025 , Neil.

Brinker , President and Chief Executive Officer of the Company, terminated his Rule 10b5-1 trading plan that had been adopted on December 20, 2024 , and was previously scheduled to expire on December 31, 2025.

Subsequently, on March 24, 2025 , Mr.

Brinker adopted a Stock Sale Plan (the “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On February 5, 2026 , Suresh V.

Garimella , a director , terminated the Rule 10b5-1 trading plan that he adopted on September 20, 2025 , which was previously scheduled to expire on June 29, 2027.

On March 19, 2026 , Brian Agen , Chief Human Resources Officer of the Company, adopted a stock sale arrangement (the “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The Plan provides for the sale of 22,201 vested restricted stock units, plus 100% of the shares resulting from the vesting of certain currently unvested restricted stock units during the sales period, net of shares surrendered to the Company or sold to cover withholding taxes.

The Plan provides for the sale of shares of Modine common stock subject to a specified formula and other terms and conditions, beginning on July 1, 2025 and ending on March 31, 2026.

The Plan provides for the sale of shares of Modine common stock subject to a specified formula and other terms and conditions, beginning on June 18, 2026 and ending on December 31, 2026.

During the three months ended March 31, 2026, 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.

25 unchanged sentences

EXECUTIVE COMPENSATION .

The information appearing in the 2025 Annual Meeting Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation of Directors,” “Committees of the Board of Directors – Human Capital and Compensation Committee:

The information appearing in the 2026 Annual Meeting Proxy Statement under the captions “Compensation Discussion and Analysis,” “2026 Summary Compensation Table,” “Fiscal 2026 NEO Compensation,” “Potential Post-Employment Payments,” “Potential Change in Control Payments and Benefits,” “CEO Pay Ratio,” “Compensation of Directors,” “Committees of the Board of Directors – Human Capital and Compensation Committee:

HCC Committee Interlocks and Insider Participation,” and “Compensation Committee Report” is incorporated herein by reference.

2 unchanged sentences

Each of the Company’s equity compensation plans, listed below, has been approved by its shareholders:

● Amended and Restated 2008 Incentive Compensation Plan;

● 2017 Incentive Compensation Plan;

23 unchanged sentences

The number of shares subject to options were granted under the following plans:

2008 Incentive Plan – 26,587 shares, 2017 Incentive Plan – 71,910 shares, 2020 Incentive Plan –399,719 shares.

2017 Incentive Plan – 12,040 shares and 2020 Incentive Plan –204,920 shares.

Shares issuable under restricted stock unit awards and performance stock awards were granted under the following plans:

2017 Incentive Plan – 36,982 shares, 2020 Incentive Plan – 757,521 shares.

2017 Incentive Plan – 28,331 shares and 2020 Incentive Plan – 661,825 shares.

(b) The weighted-average exercise price does not take into account awards of restricted stock units or performance stock which do not have an exercise price.

38 unchanged sentences

EXHIBIT INDEX

2025 ANNUAL REPORT ON FORM 10-K

FISCAL 2026 ANNUAL REPORT ON FORM 10-K

Incorporated Herein By

Referenced To

Share Purchase Agreement made as of February 23, 2024 between Modine Manufacturing (Canada), Ltd., Olympic International Agencies Ltd.

and Modine Manufacturing Company.

Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated February 23, 2024

Agreement and Plan of Merger by and among LBW Holding Corp., Modine Manufacturing Company, Tyrolean Holding Corp., and Mason Wells Buyout Fund IV, LP, as Stockholders Agent, dated as of May 29, 2025

Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 29, 2025

Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc

Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated January 29, 2026 (“January 29, 2026 8-K”)

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.

Exhibit 2.2 to January 29, 2026 8-K

Amended and Restated Articles of Incorporation, as amended.

31 unchanged sentences

Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2022

Sixth Amended and Restated Credit Agreement dated as of

July 10, 2025.

Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated July 10, 2025 (“July 10, 2025 8-K”)

Fifth Amendment to the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 10, 2025.

Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated July 10, 2025 8-K

Amendment No.

1 to Sixth Amended and Restated Credit Agreement dated as of December 23, 2025.

Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated December 23, 2025

Amendment No.

2 to Sixth Amended and Restated Credit Agreement dated as of April 30, 2026.

Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated April 30, 2026

Director Emeritus Retirement Plan effective April 1, 1992 (and frozen as of July 1, 2000).

9 unchanged sentences

Form of Fiscal 2027 Performance Stock Award Agreement.

Exhibit 10.1 to the Registrant’s Form 10-Q for the first quarter ended June 30, 2024 (“June 30, 2024 10-Q”)

Exhibit 10.2 to the Registrant’s Form 10-Q for the first quarter ended September 30, 2025 (“September 30, 2025 10-Q”)

Form of Fiscal 2027 Restricted Stock Unit Award Agreement.

Exhibit 10.2 to June 30, 2024 10-Q

Form of Fiscal 2025 Performance Conditioned Restricted Stock Unit Award Agreement.

Exhibit 10.3 to June 30, 2024 10-Q

Form of Fiscal 2025 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.

Form of Fiscal 2025 Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.

Exhibit 10.3 to September 30, 2025 10-Q

Form of Performance Stock Award Agreement with Jeremy Patten.

Exhibit 10.4 to September 30, 2025 10-Q

Form of Restricted Stock Award Agreement with Jeremy Patten.

Exhibit 10.5 to September 30, 2025 10-Q

Form of Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.

Form of Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.

Change in Control Agreement dated as of June 4, 2021, by

8 unchanged sentences

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 20, 2017

Transition and Separation Agreement between Thomas A.

Burke and Modine Manufacturing Company effective as of August 4, 2020.

Exhibit 10.6 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2020

[Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Neil Brinker.

2 unchanged sentences

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022

Form of Retention Letter, effective August 31, 2020, between the Company and Michael B.

Lucareli and Brian J.

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020

Offer Letter dated as of July 16, 2021, by and between the Company and Eric S.

5 unchanged sentences

Peace and Modine Manufacturing Company effective as of May 16, 2025.

10.21 to Registrant's Form 10-K for the fiscal year ended March 31, 2025

Offer Letter dated as of August 26, 2025, by and between the Company and Jeremy Patten.

Exhibit 10.1 to September 30, 2025 10-Q

Retirement Agreement, dated as of December 4, 2025, by and between Modine Manufacturing Company and Eric S.

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 4, 2025

Global Insider Trading Policy.

38 unchanged sentences

/s/ Katherine C.

/s/ Christopher W.

Christopher W.

/s/ William A.

1 unchanged sentence

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.

What changed 10-K

Item 9A. Controls and Procedures