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Material Agreement

Filed Dec 29, 2025 · 6mo ago · Accession 0001104659-25-124872

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC  20549 FORM  8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported):  December 23, 2025 ​ ​ Wisconsin ​ 001-01373 ​ 39-0482000 (State or other jurisdiction of incorporation) ​ (Commission File Number) ​ (I.R.S. Employer Identification Number) ​ 1500 DeKoven Avenue ,  Racine ,  Wisconsin   53403 (Address of principal executive offices)   (Zip Code) ​ Registrant’s telephone number, including area code:   ( 262 )  636-1200       (Former name or former address, if changed since last report.)   N/A ​ 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 ☐ 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 Act: ​ ​ ​ Title of each class   ​ ​ ​ Trading Symbol(s)   ​ ​ ​ Name of each exchange on which registered Common Stock, $0.625 par value ​ 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 December 23, 2025, Modine Manufacturing Company (the “Company”) and Airedale International Air Conditioning Limited, as borrowers (collectively, the “Borrowers”), entered into Amendment No. 1 (the “Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025 (as amended by the Amendment, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment increases the aggregate revolving commitments under the Credit Agreement by $150.0 million, from $400.0 million to $550.0 million, while also modifying the expansion option under the Credit Agreement to permit up to $250.0 million of future incremental revolving commitments and incremental term loans. In the absence of the Amendment, the increase in the revolving commitments effected by the Amendment would have left $150.0 million available under the expansion option. In addition, the Amendment amends the Credit Agreement to permit the Company, under specified circumstances and at its sole expense, to require a lender to assign and delegate its loans and commitments to an eligible assignee reasonably acceptable to the administrative agent (and, if applicable, the issuing banks and swingline lenders), subject to the payment in full of such lender’s outstanding principal, accrued interest, accrued fees and other amounts payable under the Credit Agreement. 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 9.01 Financial Statements and Exhibits. ​ (d) Exhibits ​ The following exhibits are being furnished herewith: ​ ​ ​ 4.1 Amendment No. 1 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 December 23, 2025 ​ ​ 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ ​ ​ 2 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       By: /s/ Erin J. Roth   Erin J. Roth   Vice President, General Counsel and Chief Compliance Officer     Date:  December 29, 2025   ​ ​ ​ 3
Filing details
Ticker
MOD
CIK
67347
Form type
8-K
Filing date
Dec 29, 2025
Report date
Dec 23, 2025
Document
mod-20251223x8k.htm
Size
303 KB