Modine (NYSE: MOD) amends credit pact for Performance Technologies spin-off

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Modine Manufacturing Company entered into Amendment No. 2 to its Sixth Amended and Restated Credit Agreement with Airedale International Air Conditioning Limited, its lenders, and JPMorgan Chase Bank, N.A. as administrative agent.

The amendment permits the planned separation, disposition and spin-off of Modine’s Performance Technologies business under a January 29, 2026 merger agreement. It allows a newly formed subsidiary to incur debt held in escrow for this PT Transaction and revises negative covenants to permit related investments, restricted payments, asset transfers and affiliate transactions. It also requires mandatory prepayment of loans with 100% of the net proceeds of that indebtedness when escrow is released or otherwise in connection with the PT Transaction.

Insights

Modine aligns its credit facility to support the Performance Technologies spin-off and related financing.

Modine amended its Sixth Amended and Restated Credit Agreement to accommodate the planned Performance Technologies (“PT”) separation. The changes explicitly permit the PT Transaction and allow a new escrow subsidiary to incur indebtedness whose proceeds are held pending closing.

The amendment revises negative covenants so PT-related investments, restricted payments, asset transfers and affiliate transactions are allowed within the facility’s framework. It also adds a mandatory prepayment: loans under the credit agreement must be repaid with 100% of the net proceeds of the escrow indebtedness once released or otherwise used in connection with the PT Transaction.

This structure ties additional PT-related financing directly to repayment of existing loans, potentially limiting net leverage impact from that borrowing. The actual effect will depend on the PT Transaction’s completion and the amount of indebtedness incurred under these new provisions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Mandatory prepayment: 100% of net proceeds

1 metrics

Mandatory prepayment 100% of net proceeds Loans under the Credit Agreement in connection with the PT Transaction

Key Terms

Material Definitive Agreement, negative covenants, restricted payments, mandatory prepayment, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01.Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

negative covenants financial

"revises certain negative covenants to permit investments, restricted payments, asset transfers"

restricted payments financial

"revises certain negative covenants to permit investments, restricted payments, asset transfers"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

mandatory prepayment financial

"provides for a mandatory prepayment of loans under the Credit Agreement with 100% of the net proceeds"

escrow subsidiary financial

"a newly-formed escrow subsidiary that may incur indebtedness, the proceeds of which are to be held in escrow"

Understanding 8-K Material Events →

05/05/2026 - 04:21 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) April 30, 2026

Modine Manufacturing Company

(Exact Name of Registrant as Specified in Its Charter)

Wisconsin

(State or Other Jurisdiction of Incorporation)


001-01373		39-0482000
(Commission File Number)		(IRS Employer Identification No.)


1500 DeKoven Avenue, Racine, Wisconsin		53403
(Address of Principal Executive Offices)		(Zip Code)

(262) 636-1200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each Class	Trading Symbol	Name of Each exchange on Which Registered
Common stock, par value $0.625	MOD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Information to be Included in the Report

Item 1.01.Entry into a Material Definitive Agreement.

On April 30, 2026, Modine Manufacturing Company (the “Company”) and Airedale International Air Conditioning Limited, as borrowers (collectively, the “Borrowers”), entered into Amendment No. 2 (the “Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025 (as previously amended, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment modifies the Credit Agreement to, among other things, (i) permit the separation, disposition and spin-off of the Company’s Performance Technologies business and the related transactions contemplated by that certain Agreement and Plan of Merger, dated January 29, 2026 (collectively, the “PT Transaction”), and (ii) provide for the incurrence of indebtedness by a newly formed subsidiary in connection with the PT Transaction and the use of the proceeds thereof.

In connection with the foregoing, the Amendment (a) adds definitions and related provisions pertaining to the PT Transaction, including provisions relating to a newly-formed escrow subsidiary that may incur indebtedness, the proceeds of which are to be held in escrow pending consummation of the PT Transaction, (b) revises certain negative covenants to permit investments, restricted payments, asset transfers and affiliate transactions undertaken in connection with the PT Transaction, and (c) provides for a mandatory prepayment of loans under the Credit Agreement with 100% of the net proceeds of such indebtedness upon release from escrow or otherwise in connection with the PT Transaction, subject to specified application mechanics.

The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are being furnished herewith:


Exhibit Number		Description

4.1		Amendment No. 2 to Sixth Amended and Restated Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, dated as of April 30, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MODINE MANUFACTURING COMPANY
(Registrant)

By:	/s/ Erin J. Roth
	Erin J. Roth
	Vice President, General Counsel and Chief Compliance Officer

Date: May 5, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Modine (MOD) disclose in its April 30, 2026 Form 8-K?

Modine disclosed it entered Amendment No. 2 to its Sixth Amended and Restated Credit Agreement. The amendment supports the planned Performance Technologies spin-off, adjusts covenants, and introduces a mandatory loan prepayment tied to new PT-related indebtedness proceeds.

How does the credit agreement amendment support Modine (MOD) Performance Technologies spin-off?

The amendment permits the separation, disposition and spin-off of the Performance Technologies business under a January 29, 2026 merger agreement. It also revises negative covenants so PT-related investments, restricted payments, asset transfers and affiliate transactions are allowed within the facility.

What is the new escrow subsidiary structure described by Modine (MOD)?

The amendment allows a newly formed escrow subsidiary to incur indebtedness, with proceeds held in escrow pending consummation of the PT Transaction. These provisions define how that entity can borrow and how those escrowed funds are treated under the credit agreement.

What mandatory loan prepayment does Modine (MOD) agree to in the amendment?

The amendment requires mandatory prepayment of loans under the credit agreement using 100% of the net proceeds of the new indebtedness. This applies when escrowed funds are released or otherwise used in connection with the PT Transaction, following specified application mechanics.

Who are the key parties to Modine (MOD) amended credit agreement?

The key parties are Modine Manufacturing Company and Airedale International Air Conditioning Limited as borrowers, the institutions party as lenders, and JPMorgan Chase Bank, N.A. as administrative agent. Amendment No. 2 modifies their existing Sixth Amended and Restated Credit Agreement.

Which exhibit in Modine (MOD) Form 8-K contains the full amendment text?

Exhibit 4.1 contains Amendment No. 2 to the Sixth Amended and Restated Credit Agreement. It includes the detailed terms among Modine, the initial subsidiary borrower, the lenders, and JPMorgan Chase Bank, N.A. as administrative agent, dated April 30, 2026.

Filing Exhibits & Attachments

4 documents

Modine (NYSE: MOD) amends credit pact for Performance Technologies spin-off

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