What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-02-05 · 201 added, 424 removed, 372 unchanged (63% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and nine months ended December 31, 2025 and 2024

For the three months ended June 30, 2026 and 2025

(In millions, except per share amounts)

Three months ended December 31,

Nine months ended December 31,

Three months ended June 30,

Cost of sales

1 unchanged sentence

Restructuring expenses

Impairment charge

Operating income

Interest expense

Pension termination charge

Other (expense) income – net

(Loss) earnings before income taxes

Provision for income taxes

Net (loss) earnings

Other income (expense) – net

Earnings before income taxes

Benefit (provision) for income taxes

Net earnings attributable to noncontrolling interest

Net (loss) earnings attributable to Modine

Net (loss) earnings per share attributable to Modine shareholders:

Net earnings attributable to Modine

Net earnings per share attributable to Modine shareholders:

Weighted-average shares outstanding:

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine months ended December 31, 2025 and 2024

For the three months ended June 30, 2026 and 2025

(In millions)

Three months ended December 31,

Nine months ended December 31,

Net (loss) earnings

Three months ended June 30,

Other comprehensive income (loss), net of income taxes:

2 unchanged sentences

Cash flow hedges

Total other comprehensive income (loss)

Comprehensive income (loss)

Comprehensive (income) loss attributable to noncontrolling interest

Comprehensive income (loss) attributable to Modine

Total other comprehensive (loss) income

Comprehensive income

Comprehensive income attributable to noncontrolling interest

Comprehensive income attributable to Modine

The notes to condensed consolidated financial statements are an integral part of these statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

December 31, 2025 and March 31, 2025

June 30, 2026 and March 31, 2026

(In millions, except per share amounts)

December 31, 2025

June 30, 2026

March 31, 2026

25 unchanged sentences

Accumulated other comprehensive loss

Treasury stock, at cost, 4.1 million shares

Treasury stock, at cost, 4.4 million and 4.2 million shares

Total Modine shareholders’ equity

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended December 31, 2025 and 2024

For the three months ended June 30, 2026 and 2025

(In millions)

Nine months ended December 31,

Three months ended June 30,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Impairment charge

Pension termination charge

Stock-based compensation expense

7 unchanged sentences

Expenditures for property, plant and equipment

Payments for business acquisitions, net of cash acquired

Payments for business acquisitions

Net cash used for investing activities

2 unchanged sentences

Repayments of debt

Repayments on bank overdraft facilities – net

Borrowings (repayments) on bank overdraft facilities – net

Purchases of treasury stock

Dividends paid to noncontrolling interest

Net cash provided by (used for) financing activities

Dividend paid to noncontrolling interest

Net cash provided by financing activities

Effect of exchange rate changes on cash

5 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the three and nine months ended December 31, 2025

For the three months ended June 30, 2026

(In millions)

1 unchanged sentence

Balance, March 31, 2026

Other comprehensive income

Stock options and awards

Purchases of treasury stock

Stock-based compensation expense

Dividends declared or paid to noncontrolling interest

Balance, June 30, 2025

Other comprehensive loss

2 unchanged sentences

Stock-based compensation expense

Balance, September 30, 2025

Net (loss) earnings

Other comprehensive income (loss)

Stock options and awards

Purchases of treasury stock

Stock-based compensation expense

Balance, December 31, 2025

Dividend declared to noncontrolling interest

Balance, June 30, 2026

The notes to condensed consolidated financial statements are an integral part of these statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the three and nine months ended December 31, 2024

For the three months ended June 30, 2025

(In millions)

1 unchanged sentence

Balance, March 31, 2025

Other comprehensive loss

Stock options and awards

Purchases of treasury stock

Stock-based compensation expense

Dividend paid to noncontrolling interest

Balance, June 30, 2024

Other comprehensive income

2 unchanged sentences

Stock-based compensation expense

Balance, September 30, 2024

Other comprehensive loss

Stock options and awards

Purchases of treasury stock

Stock-based compensation expense

Balance, December 31, 2024

Dividends declared or paid to noncontrolling interest

Balance, June 30, 2025

The notes to condensed consolidated financial statements are an integral part of these statements.

5 unchanged sentences

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.

Results for the first three months of fiscal 2027 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, 2026.

6 unchanged sentences

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.

The outstanding obligations under this program, included within accounts payable on the consolidated balance sheets, totaled $ 23.7 million and $ 21.6 million at June 30, 2026 and March 31, 2026, respectively.

New accounting guidance:

4 unchanged sentences

Acquisitions and Dispositions

The Company acquired three businesses during the first and second quarters of fiscal 2026:

AbsolutAire, Inc.

(“AbsolutAire”), LBW Holding Corp.

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

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.

Fiscal 2026 Acquisitions

On April 1, 2025, the Company acquired substantially all of the net operating assets of AbsolutAire, Inc.

(“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

Property, plant and equipment

Intangible assets

Accounts payable

Accrued compensation and employee benefits

Other liabilities

Purchase price

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.

On May 31, 2025, the Company acquired all of the issued and outstanding shares of L.B.

On May 31, 2025, the Company acquired all of the issued and outstanding shares of LBW Holding Corp.

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.

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.

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company’s preliminary allocation of the purchase price for its acquisition of L.B.

White is as follows:

Cash and cash equivalents

Trade accounts receivable

Property, plant and equipment

Intangible assets

Accounts payable

Accrued compensation and employee benefits

Deferred income taxes

Other liabilities

Purchase price

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.

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

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

Total intangible assets acquired

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.

White holds a leading position in the swine and poultry agricultural heating markets in North America and is a market leader in portable heating.

On July 1, 2025, the Company acquired Climate by Design International (“Climate by Design”) for $ 64.4 million ($ 63.4 million net of cash acquired).

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

Trade accounts receivable

Property, plant and equipment

Intangible assets

Accounts payable

Accrued compensation and employee benefits

Other liabilities

Purchase price

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

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.

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.

Acquired intangible assets were as follows:

Gross Carrying Value

Weighted- Average Useful Life

Customer relationships

Acquired technology

Total intangible assets acquired

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company reports the financial results of these businesses within its Commercial HVAC segment.

Pending 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 Data Centers and Commercial HVAC segment businesses, creating a pure-play climate solutions company.

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.

Based upon the Gentherm stock price, the transaction was valued at approximately $ 1.0 billion when the Company entered into the agreements.

The Company anticipates this transaction will close by the end of calendar 2026, subject to approval by Gentherm’s shareholders and other customary closing conditions.

The Reverse Morris Trust transaction is structured to be generally tax-free for U.S.

federal income tax purposes for the Company and its shareholders.

Since the pending spin-off does not constitute a sale under U.S.

GAAP, the Company has not classified the assets and liabilities of its Performance Technologies segment as held for sale on its consolidated balance sheets.

However, the Company expects to classify the Performance Technologies segment as a discontinued operation starting in the period the transaction is completed.

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.

The Company has a signed definitive agreement to sell its technical service center and administrative support facility in Germany to a real estate investment firm.

As of June 30, 2026 and March 31, 2026, the Company classified $ 4.4 million and $ 4.6 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 by the end of calendar 2026.

Revenue Recognition

2 unchanged sentences

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.

Effective April 1, 2026, the Company reorganized its Climate Solutions segment and split it into two separate operating segments:

1) Data Centers and 2) Commercial HVAC.

The segment realignment did not impact the Performance Technologies segment.

See Note 20 for additional segment financial information.

The fiscal 2026 disaggregated revenue information presented below has been recast to be comparable with the fiscal 2027 presentation.

The Data Centers segment is managed regionally and sells data center cooling solutions, including chillers, dry coolers, precision air handling units, computer room air conditioning and air handler units, fan walls, rear-door heat exchangers, coolant distribution units and immersion solutions.

In addition, the Data Centers segment sells modular data center solutions, replacement parts, maintenance service and control solutions for building management controls and systems.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

Three months ended December 31, 2025

Three months ended December 31, 2024

Product groups:

Heat transfer solutions

HVAC technologies

Heavy-duty equipment

On-highway applications

Inter-segment sales

Geographic location:

Nine months ended December 31, 2025

Nine months ended December 31, 2024

Commercial HVAC

The Commercial HVAC segment revenue is comprised of two product groups:

i) Heat Transfer Solutions and ii) HVAC Technologies.

The Heat Transfer Solutions business provides heat exchanger coils, anti-corrosion coating products, commercial and industrial coolers and power generation and transmission cooling solutions.

In addition, the Heat Transfer Solutions business sells indoor air quality products for schools, including single-packaged unit ventilators and ceiling cassettes.

The HVAC Technologies business provides a wide array of commercial and residential heating products, including unit heaters, roof-mounted make-up air units, duct furnaces, infrared units, and perimeter heating products.

In addition, the HVAC Technologies business sells commercial chiller and ventilation products, including modular chillers, air handling units, condensing units, and desiccant dehumidifiers.

Performance Technologies

The Performance Technologies segment revenue is comprised of two product groups:

i) Heavy-Duty Equipment and ii) On-Highway Applications.

Heavy-Duty Equipment products include heat exchangers and cooling modules for off-highway markets, including agricultural and construction.

In addition, the Heavy-Duty Equipment products include cooling module generator sets that provide mission critical stationary power.

On-Highway Applications products include heat exchangers and cooling systems for commercial vehicle, automotive, bus and specialty vehicle customers.

In addition to products for traditional powertrains, the On-Highway Applications products include solutions for zero-emission and hybrid vehicles.

Three months ended June 30, 2026

Three months ended June 30, 2025

Product groups:

Data Center Cooling Solutions

Heat Transfer Solutions

6 unchanged sentences

Contract assets and contract liabilities from contracts with customers were as follows:

December 31, 2025

June 30, 2026

March 31, 2026

1 unchanged sentence

Contract liabilities

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 $ 34.7 million increase in contract assets during the first three months of fiscal 2027 primarily resulted from an increase in contract assets for revenue recognized over time.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

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 primarily consist of customer deposits.

During March 2026, the Company entered into a long-term capacity agreement with one of its strategic data center customers.

In connection with this agreement, the Company received a $ 165.0 million up-front deposit from the customer to support the Company’s investments necessary to meet the planned sales volume.

In addition, the contract liabilities include payments received in advance of satisfying performance obligations under customer contracts, including contracts for data center products and customer-owned tooling.

The $ 4.7 million increase in contract liabilities during the first three months of fiscal 2027 primarily resulted from payments received in advance of the Company’s satisfaction of performance obligations.

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.

As of June 30, 2026, contract liabilities included within other current and noncurrent liabilities totaled $ 25.7 million and $ 173.5 million, respectively.

As of March 31, 2026, contract liabilities included within other current and noncurrent liabilities totaled $ 23.9 million and $ 170.6 million, respectively.

Fair Value Measurements

13 unchanged sentences

The fair value of the Company’s long-term debt is disclosed in Note 17.

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.

During the third quarter of fiscal 2026, the Company completed the termination of 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.

The Company fully funded the plan and settled all future obligations under it through a combination of lump-sum payments to participants and the purchase of irrevocable annuity contracts.

Certain non-U.S.

subsidiaries of the Company have legacy defined benefit plans which cover a small number of active employees and are substantially unfunded.

The primary non-U.S.

plans are maintained in Germany and Italy and are closed to new participants.

MODINE MANUFACTURING COMPANY

2 unchanged sentences

Pension cost included the following components:

Three months ended December 31,

Nine months ended December 31,

Three months ended June 30,

Interest cost

1 unchanged sentence

Amortization of unrecognized net loss

Pension termination charge (a)

Net periodic benefit cost

(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.

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.

(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 to incentivize 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 Company recognized stock-based compensation expense of $ 8.0 million and $ 5.3 million for the three months ended June 30, 2026 and 2025, respectively.

During the first three months of fiscal 2027, 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, 2029.

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,

The weighted-average fair value of stock-based compensation awards granted during the three months ended June 30, 2026 and 2025 were as follows:

Three months ended June 30,

Performance stock awards

3 unchanged sentences

(In millions, except per share amounts)

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:

As of June 30, 2026, 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:

Weighted-Average

5 unchanged sentences

Restructuring and repositioning expenses were as follows:

Three months ended December 31,

Nine months ended December 31,

Three months ended June 30,

Employee severance and related benefits

Other restructuring and repositioning expenses

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.

During the first three months of fiscal 2027, restructuring and repositioning expenses primarily consisted of costs associated with transferring product lines among its facilities and severance expenses in the Commercial HVAC and Performance Technologies segments.

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The severance expenses were primarily recorded in North America and Europe and include severance related to targeted headcount reductions intended to reduce selling, general and administrative (“SG&A”) and operational expenses.

During the first three months of fiscal 2026, restructuring and repositioning expenses primarily consisted of severance expenses, the majority of which were recorded in the Performance Technologies segment.

The Performance Technologies severance charges were primarily recorded in Europe and North America and included severance related to targeted headcount reductions.

In addition, the Company incurred equipment transfer costs within the Commercial HVAC and Performance Technologies segments.

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,

Beginning balance

Additions (a)

Effect of exchange rate changes

Ending balance

Nine months ended December 31,

Three months ended June 30,

Beginning balance

2 unchanged sentences

Ending balance

(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 .

(a) The fiscal 2027 amount excludes $ 0.8 million of non-cash severance expense resulting from the accelerated vesting of certain stock-based compensation awards in connection with restructuring actions .

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Other Income and Expense

Other income and expense consisted of the following:

Three months ended December 31,

Nine months ended December 31,

Three months ended June 30,

Interest income

1 unchanged sentence

Net periodic benefit cost (b)

Total other (expense) income – net

Total other income (expense) – net

(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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

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.

(b) Net periodic benefit cost for the Company’s pension and postretirement plans is exclusive of service cost .

The Company’s effective tax rate for the three months ended June 30, 2026 and 2025 was ( 8.3 ) percent and 21.3 percent, respectively.

The effective tax rate for the first quarter of fiscal 2027 was positively impacted by $ 26.5 million of tax benefits related to stock-based compensation awards.

The tax benefits were primarily driven by performance-based stock awards granted in fiscal 2024, for which shares were issued to participants during the first quarter of fiscal 2027.

Modine’s share price appreciated significantly from the grant date of the stock awards to the share issuance date, which increased the value of the awards and the Company’s corresponding tax benefit.

The tax benefits related to stock-based compensation awards were partially offset by a $ 3.8 million income tax detriment related to nondeductible compensation in the first quarter of fiscal 2027 and changes in the mix and amount of foreign and U.S.

As of June 30, 2026 and March 31, 2026, income tax liabilities included within other current liabilities on the Company’s consolidated balance sheets totaled $ 20.0 million and $ 37.0 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.

2 unchanged sentences

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.

At June 30, 2026, valuation allowances against deferred tax assets in the U.S.

and in certain foreign jurisdictions totaled $ 41.8 million and $ 27.1 million, respectively.

2 unchanged sentences

and certain foreign jurisdictions, could necessitate the establishment of further valuation allowances.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

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.

2 unchanged sentences

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

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,

Net (loss) earnings attributable to Modine

Three months ended June 30,

Net earnings attributable to Modine

Weighted-average shares outstanding – basic

1 unchanged sentence

Weighted-average shares outstanding – diluted

(Loss) earnings per share:

Net (loss) earnings per share – basic

Net (loss) earnings per share – diluted

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.

Earnings per share:

Net earnings per share – basic

Net earnings per share – diluted

There were no securities that were anti-dilutive for the three months ended June 30, 2026 and 2025.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

4 unchanged sentences

Inventories consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

8 unchanged sentences

Property, plant and equipment, including depreciable lives, consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

5 unchanged sentences

Net property, plant and equipment

The December 31, 2025 and March 31, 2025 property, plant and equipment in the table above exclude amounts classified as held for sale.

The June 30, 2026 and March 31, 2026 property, plant and equipment in the table above exclude amounts classified as held for sale.

See Note 2 for additional information.

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

Effective April 1, 2026, the Company reorganized its Climate Solutions segment and split it into two separate operating segments:

1) Data Centers and 2) Commercial HVAC.

The following table presents a roll forward of the carrying value of goodwill from March 31, 2026 to June 30, 2026.

The Company has recast the March 31, 2026 goodwill balances to be comparable with the current segment structure.

Commercial HVAC

Goodwill, March 31, 2026

Acquisitions (a)

Effect of exchange rate changes

Goodwill, December 31, 2025

(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.

Goodwill, June 30, 2026

Intangible assets consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

2 unchanged sentences

Total intangible assets

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.

The Company recorded amortization expense of $ 5.2 million and $ 5.7 million for the three months ended June 30, 2026 and 2025, respectively.

The Company estimates that it will record approximately $ 15.0 million of amortization expense during the remainder of fiscal 2027.

The Company estimates that it will record approximately $ 21.0 million, $ 20.0 million, $ 19.0 million, $ 19.0 million, and $ 19.0 million of annual amortization expense in fiscal 2028 through 2032, respectively.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

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.

Product Warranties

Changes in accrued warranty costs were as follows:

Three months ended December 31,

Beginning balance

Warranties recorded at time of sale

Adjustments to pre-existing warranties

Effect of exchange rate changes

Ending balance

Nine months ended December 31,

Three months ended June 30,

Beginning balance

1 unchanged sentence

Adjustments to pre-existing warranties

Business acquisitions (a)

Effect of exchange rate changes

Ending balance

(a) See Note 2 for additional information on acquisitions during fiscal 2026 .

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Lease assets and liabilities

1 unchanged sentence

Balance Sheet Location

December 31, 2025

June 30, 2026

March 31, 2026

12 unchanged sentences

Long-term debt

(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.

(a) Finance lease right of use ( “ ROU ” ) assets were recorded net of accumulated amortization of $ 4.9 million and $ 4.8 million as of June 30, 2026 and March 31, 2026, respectively.

Components of lease expense

The components of lease expense were as follows:

Three months ended December 31,

Nine months ended December 31,

Three months ended June 30,

Operating lease expense (a)

3 unchanged sentences

Total lease expense

(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.

(a) For the three months ended June 30, 2026 and 2025, operating lease expense included short-term lease expense of $ 3.1 million and $ 2.4 million, respectively.

Variable lease expense was not significant.

2 unchanged sentences

(In millions, except per share amounts)

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:

December 31, 2025

June 30, 2026

March 31, 2026

9 unchanged sentences

2032 & beyond

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.

Borrowings under the Company’s 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 June 30, 2026, the interest rate for revolving credit facility borrowings and the term loan was 4.9 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.

At June 30, 2026, the Company’s borrowings under its revolving credit facilities totaled $ 250.0 million and domestic letters of credit totaled $ 5.8 million.

As a result, available borrowing capacity under the Company’s revolving credit facility was $ 294.2 million as of June 30, 2026.

At June 30, 2026 the Company had no borrowings under the swingline facility.

At March 31, 2026, the Company’s borrowings under its revolving credit facility and swingline facilities totaled $ 150.0 million and $ 2.5 million, respectively.

In addition, short-term debt as of March 31, 2026 included $ 5.0 million of overdraft borrowings in the U.S.

The Company also maintains credit agreements for its foreign subsidiaries.

The outstanding short-term borrowings related to these foreign credit agreements totaled $ 8.1 million at June 30, 2026.

There were no short-term borrowings related to these agreements at March 31, 2026.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

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.

6 unchanged sentences

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.

As of June 30, 2026, 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.

As of June 30, 2026 and March 31, 2026, 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 $ 77.3 million and $ 83.7 million, respectively.

The fair value of the Company’s long-term debt is categorized as Level 2 within the fair value hierarchy.

5 unchanged sentences

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.

The Company’s accruals for environmental matters totaled $ 12.2 million and $ 12.7 million as of June 30, 2026 and March 31, 2026, respectively.

As additional information becomes available regarding environmental matters, the Company will re-assess the liabilities and revise the estimated accruals, if necessary.

3 unchanged sentences

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

In total, the Company expects to spend approximately $ 27.0 million in connection with these purchase commitments for the remainder of fiscal 2027 through fiscal 2030.

Other litigation

2 unchanged sentences

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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

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

Benefit Plans

Three months ended June 30, 2026

Benefit Plans

2 unchanged sentences

Reclassifications:

Amortization of unrecognized net loss (a)

Pension termination charge (b)

Realized losses - net (c)

Income taxes (d)

Total other comprehensive income

Amortization of unrecognized net gain (a)

Realized losses - net (b)

Total other comprehensive loss

Ending balance

Three months ended December 31, 2024

Nine months ended December 31, 2024

Benefit Plans

Three months ended June 30, 2025

Benefit Plans

Beginning balance

Other comprehensive income (loss) before reclassifications

Other comprehensive income before reclassifications

Reclassifications:

Amortization of unrecognized net loss (a)

Realized gains - net (c)

Total other comprehensive income (loss)

Realized losses - net (b)

Total other comprehensive income

Ending balance

1 unchanged sentence

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.

(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.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

(b) Amounts represent net gains and losses associated with cash flow hedges that were reclassified to net earnings.

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 CODM uses segment operating income as a measure of profit and loss to evaluate the financial performance of each segment and as a 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.

1 unchanged sentence

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

External sales

Inter-segment sales

Cost of sales

Selling, general and administrative expenses

Restructuring expenses

Operating income

Nine months ended December 31, 2025

Nine months ended December 31, 2024

Effective April 1, 2026, the Company reorganized its Climate Solutions segment and split it into two separate operating segments:

1) Data Centers and 2) Commercial HVAC.

The Company believes managing these businesses independently allows it to better deploy its 80/20 strategy focused on capitalizing on growth opportunities, particularly in the Data Centers business, and optimizing profit margins and cash flow.

The segment realignment had no impact on the financial results of the Performance Technologies segment or the Company’s consolidated financial position, results of operations, and cash flows.

Segment financial information for the prior periods has been recast to conform to the current presentation.

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Three months ended June 30, 2026

Three months ended June 30, 2025

External sales

3 unchanged sentences

Restructuring expenses

Impairment charge

Operating income

1 unchanged sentence

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,

Three months ended June 30,

Capital expenditures:

Climate Solutions

Commercial HVAC

Performance Technologies

Total capital expenditures

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Three months ended December 31,

Nine months ended December 31,

Three months ended June 30,

Depreciation and amortization expense:

Climate Solutions

Commercial HVAC

Performance Technologies

Total depreciation and amortization expense

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The following is a summary of segment assets, comprised entirely of trade accounts receivable and inventories, and other assets:

December 31, 2025

June 30, 2026

March 31, 2026

Climate Solutions

Commercial HVAC

Performance Technologies

(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.

Proposed 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.

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.

(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 Data Centers, Commercial HVAC and Performance Technologies segments and Corporate.

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-Q

Item 1. Financial Statements