Item 9A. Controls and Procedures
ITEM 9A . CONTROLS AND PROCEDURES .
Disclosure controls and procedures
As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026.
Management’s report on internal control over financial reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed by management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026, based on the criteria set forth in “ Internal Control—Integrated Framework (2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, management concluded that, as of March 31, 2026, the Company’s internal control over financial reporting was effective.
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.
Changes in 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.
ITEM 9B . OTHER INFORMATION .
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.
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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 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not Applicable.
PART III
ITEM 10 . DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .
Directors
The Company incorporates by reference the information appearing in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders to be held on August 20, 2026 (the “2026 Annual Meeting Proxy Statement”) under the caption “Election of Directors.”
Executive officers
The information in response to this Item appears under the caption “Information about our Executive Officers” in this Form 10-K.
Code of conduct
The Company incorporates by reference the information appearing in the 2026 Annual Meeting Proxy Statement under the caption “Corporate Governance – Code of Conduct.” The Company’s Code of Conduct is included on its website, www.modine.com (About Modine link). We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers of, any provision of our Code of Conduct that applies to our principal executive, financial and accounting officers and our directors by posting such information on our website.
Board committee charters
The Board of Directors has approved charters for its Audit Committee, Human Capital and Compensation Committee, Corporate Governance and Nominating Committee and Technology Committee. These charters are included on the Company’s website, www.modine.com (Investors link).
Audit committee financial expert
The Company incorporates by reference the information appearing in the 2026 Annual Meeting Proxy Statement under the caption “Committees of the Board of Directors – Audit Committee.”
Audit committee disclosure
The Company incorporates by reference the information appearing in the 2026 Annual Meeting Proxy Statement under the captions “Committees of the Board of Directors – Audit Committee” and “Board Meetings and Committees.”
Guidelines on corporate governance
The Board of Directors has adopted Guidelines on Corporate Governance. The Company’s Guidelines on Corporate Governance are included on its website, www.modine.com (Investors link).
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Security holder recommendation of Board nominees
The Company incorporates by reference the information appearing in the 2026 Annual Meeting Proxy Statement under the caption “Shareholder Nominations and Recommendations of Director Candidates.”
Delinquent section 16(a) reports
The Company incorporates by reference the information appearing in the 2026 Annual Meeting Proxy Statement under the caption “Delinquent Section 16(a) Reports.”
Insider trading policy
The Company incorporates by reference the information appearing in the 2026 Annual Meeting Proxy Statement under the caption “Corporate Governance – Insider Trading Policy.”
ITEM 11 . EXECUTIVE COMPENSATION .
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.
ITEM 12 . SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .
Other than the information below, the information required by this Item 12 is incorporated by reference to the section under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Annual Meeting Proxy Statement.
Each of the Company’s equity compensation plans, listed below, has been approved by its shareholders:
● 2017 Incentive Compensation Plan; and
● Amended and Restated 2020 Incentive Compensation Plan.
The following table sets forth required information about equity compensation plans as of March 31, 2026:
Number of shares to
Number of shares
be issued upon
Weighted-average
remaining available for
exercise of
exercise price of
future issuance
outstanding options,
outstanding options,
(excluding securities
warrants or rights
warrants and rights
reflected in 1st column)
Plan Category
(a)
(b)
(c)
Equity Compensation Plans approved by security holders
907,116
$
13.43
1,463,154
Equity Compensation Plans not approved by security holders
—
—
—
Total
907,116
$
13.43
1,463,154
____
(a) Includes shares issuable under the following type of awards: options – 216,960 shares; restricted stock units – 232,821 shares; and performance stock assuming target performance – 457,335 shares, regardless of any potential actual payout. The issuable restricted stock units include 123,406 shares related to vested non-employee director awards, where settlement was elected to be deferred. The number of shares subject to options were granted under the following plans: 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 – 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.
(c) Includes the number of shares remaining available for future issuance under the Amended and Restated 2020 Incentive Compensation Plan where outstanding performance stock is reported at target performance levels regardless of any potential actual payout.
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ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
The Company incorporates by reference the information contained in the 2026 Annual Meeting Proxy Statement under the captions “Certain Relationships and Related Party Transactions” and “Director Independence.”
ITEM 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES .
The Company incorporates by reference the information contained in the 2026 Annual Meeting Proxy Statement under the caption “Independent Auditors’ Fees for Fiscal 2026 and 2025.”
PART IV
ITEM 15 . EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .
(a) Documents Filed . The following documents are filed as part of this Report:
Page in Form 10-K
1. The consolidated financial statements of Modine Manufacturing Company and its subsidiaries filed under Item 8:
Consolidated Statements of Operations for the years ended March 31, 2026, 2025 and 2024
51
Consolidated Statements of Comprehensive Income for the years ended March 31, 2026, 2025 and 2024
52
Consolidated Balance Sheets at March 31, 2026 and 2025
53
Consolidated Statements of Cash Flows for the years ended March 31, 2026, 2025 and 2024
54
Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2026, 2025 and 2024
55
Notes to Consolidated Financial Statements
56-94
Report of Independent Registered Public Accounting Firm (KPMG PCAOB ID 185 )
95-96
2. Financial Statement Schedules
The following financial statement schedule should be read in conjunction with the consolidated financial statements set forth in Item 8:
Schedule II -- Valuation and Qualifying Accounts for the years ended March 31, 2026, 2025 and 2024
101
Schedules other than those listed above are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements and the notes thereto.
3. Exhibits and Exhibit Index.
102-106
See the Exhibit Index included as the last part of this report, which is incorporated herein by reference. Each management contract and compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the Exhibit Index by two asterisks following its exhibit number.
ITEM 16. FORM 10-K SUMMARY.
None.
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MODINE MANUFACTURING COMPANY AND SUBSIDIARIES
(A Wisconsin Corporation)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended March 31, 2026, 2025 and 2024 (In millions)
Additions
Charged
Balance at
(Benefit) to
Charged to
Beginning of
Costs and
Other
Balance at
Description
Period
Expenses
Accounts
End of Period
2026: Valuation Allowance for Deferred Tax Assets
$
67.6
$
( 1.4 )
$
1.9
(a)
$
68.1
2025: Valuation Allowance for Deferred Tax Assets
$
63.0
$
4.5
$
0.1
(a)
$
67.6
2024: Valuation Allowance for Deferred Tax Assets
$
61.6
$
11.9
$
( 10.5 )
(a)
$
63.0
____
(a) Foreign currency translation and other adjustments. Fiscal 2024 amount also includes a decrease from the sale of three automotive businesses based in Germany.
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MODINE MANUFACTURING COMPANY
(THE “REGISTRANT”)
(COMMISSION FILE NO. 1-1373)
EXHIBIT INDEX
TO
FISCAL 2026 ANNUAL REPORT ON FORM 10-K
Exhibit No.
Description
Incorporated Herein By
Referenced To
Filed
Herewith
2.1
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
2.2
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”)
2.3
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
3.1
Amended and Restated Articles of Incorporation, as amended.
Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2018
3.2
Bylaws, as amended.
Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated January 19, 2023
4.1
Form of Stock Certificate of the Registrant.
Exhibit 4(a) to Form 10-K for the fiscal year ended March 31, 2003 (“2003 10-K”)
4.2 *
Amended and Restated Collateral Agency Intercreditor Agreement (the “Original Intercreditor Agreement”) dated as of August 12, 2010 among the Lenders (as defined therein), the Noteholders (as defined therein) and JPMorgan Chase Bank, N.A. as Collateral Agent.
Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 12, 2010
4.3 *
First Amendment to the Original Intercreditor Agreement, among the Lenders, the Note Holders and JPMorgan as Collateral Agent, pursuant to which the Lenders, the Note Holders and JPMorgan amended the Original Intercreditor Agreement.
Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 30, 2013
4.4
Credit Facility Agreement among Modine Holding GmbH, Modine Europe GmbH and Deutsche Bank AG dated as of April 27, 2012.
Exhibit 4.10 to Registrant’s Form 10-K for the fiscal year ended March 31, 2012
4.5
Description of Registrant’s securities.
X
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4.6
Fourth Amended and Restated Credit Agreement dated as of June 28, 2019.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 28, 2019
4.7
Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019.
Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2019 (“December 31, 2019 10-Q”)
4.8
First Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 31, 2020.
Exhibit 4.2 to December 31, 2019 10-Q
4.9
First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 19, 2020.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 19, 2020 (“May 19, 2020 8-K”)
4.10
Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020.
Exhibit 4.2 to May 19, 2020 8-K
4.11
Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated as of May 18, 2021.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 18, 2021 (“May 18, 2021 8-K”)
4.12
Third Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 18, 2021.
Exhibit 4.2 to May 18, 2021 8-K
4.13
Fifth Amended and Restated Credit Agreement dated as of October 12, 2022.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated October 12, 2022
4.14
Fourth Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 21, 2022.
Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2022
4.15
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”)
4.16
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
4.17
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
4.18
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
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10.1 **
Director Emeritus Retirement Plan effective April 1, 1992 (and frozen as of July 1, 2000).
Exhibit 10(a) to Registrant’s Form 10-K for the fiscal year ended March 31, 2002
10.2 **
Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and officers other than Neil Brinker.
Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2004
10.3 **
Executive Supplemental Retirement Plan (as amended).
Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2000
10.4 **
Deferred Compensation Plan (as amended).
Exhibit 10(y) to 2003 10-K
10.5 **
2008 Incentive Compensation Plan (Amended and Restated effective May 7, 2014).
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 17, 2014
10.6 **
Form of Fiscal 2027 Performance Stock Award Agreement.
Exhibit 10.2 to the Registrant’s Form 10-Q for the first quarter ended September 30, 2025 (“September 30, 2025 10-Q”)
10.7 **
Form of Fiscal 2027 Restricted Stock Unit Award Agreement.
Exhibit 10.3 to September 30, 2025 10-Q
10.8 **
Form of Performance Stock Award Agreement with Jeremy Patten.
Exhibit 10.4 to September 30, 2025 10-Q
10.9 **
Form of Restricted Stock Award Agreement with Jeremy Patten.
Exhibit 10.5 to September 30, 2025 10-Q
10.10 **
Form of Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.
X
10.11 **
Form of Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.
X
10.12 **
Change in Control Agreement dated as of June 4, 2021, by
and between Modine Manufacturing Company and Neil D. Brinker.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 4, 2021
10.13 **
Amendment No. 1 to Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and Officers other than Neil Brinker.
Exhibit 10.17 to Registrant’s Form 10-K for the fiscal year ended March 31, 2011
10.14 **
Supplemental Severance Policy.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 17, 2011
10.15 **
2017 Incentive Compensation Plan.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 20, 2017
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10.16 **
[Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Neil Brinker.
Exhibit 10.1 to the Registrant’s Form 10-Q for the third quarter ended December 31, 2020
10.17 **
2020 Incentive Compensation Plan (Amended and Restated effective July 21, 2022).
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022
10.18 **
Offer Letter dated as of July 16, 2021, by and between the Company and Eric S. McGinnis.
Exhibit 10.2 to September 30, 2021 10-Q
10.19 **
First Amendment to Eric S. McGinnis Offer Letter.
Exhibit 10.3 to September 30, 2021 10-Q
10.20 **
Separation Letter Agreement between Adrian I. 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
10.21 **
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
10.22 **
Retirement Agreement, dated as of December 4, 2025, by and between Modine Manufacturing Company and Eric S. McGinnis.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 4, 2025
19
Global Insider Trading Policy.
Exhibit 19 to Registrant's Form 10-K for the fiscal year ended March 31, 2024
21
List of subsidiaries of the Registrant.
X
23.1
Consent of KPMG LLP.
X
31.1
Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer.
X
31.2
Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
X
32.1
Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer.
X
32.2
Section 1350 Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
X
97
Executive Officer Compensation Recovery Policy adopted as
of October 19, 2023.
Exhibit 97 to Registrant's Form 10-K for the fiscal year ended March 31, 2024
101.INS
Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
X
101.SCH
XBRL Taxonomy Extension Schema.
X
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101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
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XBRL Taxonomy Extension Presentation Linkbase Document.
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104
Cover page interactive data file (formatted as inline XBRL and contained in Exhibits 101).
*
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has omitted certain agreements with respect to long-term debt not exceeding 10% of consolidated total assets. The Registrant agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.
**
Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 27, 2026
Modine Manufacturing Company
By:
/s/ Neil D. Brinker
Neil D. Brinker, President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
/s/ Neil D. Brinker
Neil D. Brinker
May 27, 2026
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Michael B. Lucareli
Michael B. Lucareli
May 27, 2026
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Marsha C. Williams
Marsha C. Williams
May 27, 2026
Chairperson, Board of Directors
/s/ Eric D. Ashleman
Eric D. Ashleman
May 27, 2026
Director
/s/ Mark Bendza
Mark Bendza
May 27, 2026
Director
/s/ Suresh V. Garimella
Suresh V. Garimella
May 27, 2026
Director
/s/ Katherine C. Harper
Katherine C. Harper
May 27, 2026
Director
/s/ Alan S. Lowe
Alan S. Lowe
May 27, 2026
Director
/s/ David J. Wilson
David J. Wilson
May 27, 2026
Director
/s/ William A. Wulfsohn
William A. Wulfsohn
May 27, 2026
Director
/s/ Christine Y. Yan
Christine Y. Yan
May 27, 2026
Director
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