Other Information.
−Removed: During the three months ended December 31, 2025, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended June 30, 2026, Michael B.
+Added: Lucareli, Executive Vice President, Chief Financial Officer of the Company and Arthur Laszlo Jr., President , Data Centers, adopted stock sale arrangements (each a “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
+Added: Each Plan provides for the sale of shares of Modine common stock subject to a specified formula and other terms and conditions.
+Added: The date of adoption, duration of sales period, and maximum number of shares to be sold under each Plan are as follows:
+Added: Date of Adoption
+Added: Duration of Sales Period
+Added: of Shares to be Sold
+Added: June 18, 2026
+Added: November 15, 2026 to December 31, 2027
+Added: Arthur Laszlo Jr.
+Added: June 16, 2026
+Added: September 15, 2026 to December 31, 2026
+Added: During the three months ended June 30, 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.
(a) Exhibits :
−Removed: Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum
−Removed: Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated January 29, 2026
−Removed: 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.
−Removed: Exhibit 2.2 to Registrant’s Current Report on Form 8-K dated January 29, 2026
Amendment No.
−Removed: 1 to Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, and JPMorgan Chase Bank, N.A.
−Removed: as administrative agent, dated as of December 23, 2025.
−Removed: Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated December 23, 2025
+Added: 2 to Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, dated as of April 30, 2026.
+Added: Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated April 30, 2026
+Added: Sixth Amendment to the Second Amended and Restated Note Purchase Agreement, dated as of July 10, 2026.
+Added: Form of Fiscal 2027 Restrictive Covenant Agreement.
+Added: Offer Letter dated as of June 1, 2026, by and between the Company and Michael Mahan.
Rule 13a-14(a)/15d-14(a) Certification of Neil D.
17 unchanged sentences
Lucareli, Executive Vice President, Chief Financial Officer*
−Removed: February 5, 2026
+Added: July 30, 2026
* Executing as both the principal financial officer and a duly authorized officer of the Company
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.