Modine completes ~$946M Performance Technologies spin into Gentherm

Modine Manufacturing Company completed the spin-off of its Performance Technologies business and the Reverse Morris Trust combination of that business with Gentherm Incorporated on October 1, 2026. Dual Form 8-K filings AccNo 0001104659-26-112870 (Modine) and AccNo 0001193125-26-410776 (Gentherm) seal the CLOSE at an approximately $946.4 million Performance Technologies valuation.

Modine Manufacturing finished spinning its Performance Technologies segment into Gentherm through a Reverse Morris Trust on October 1, 2026 — a sealed CLOSE, not a pricing announcement.

~$946.4 million Performance Technologies CLOSE

On the Closing Date of October 1, 2026, Modine Manufacturing Company (NYSE: MOD) completed the disposition of its Performance Technologies business — previously held by Platinum SpinCo Inc. — and the combination of that business with Gentherm Incorporated (NASDAQ: THRM). Dual Form 8-K filings AccNo 0001104659-26-112870 (Modine; Items 1.01, 2.01, 5.02, 7.01, 8.01, and 9.01) and AccNo 0001193125-26-410776 (Gentherm; Items 1.01, 2.01, 2.03, 5.02, 5.03, 7.01, and 9.01) mark the close, each attaching Exhibit 99.1 press materials.

The companies structured the deal as a Reverse Morris Trust under a Separation Agreement and an Agreement and Plan of Merger dated January 29, 2026. Modine transferred the Performance Technologies assets and liabilities into SpinCo. Modine then distributed, on a pro rata basis, one share of SpinCo common stock for each share of Modine common stock held at the close of business on September 28, 2026. Immediately afterward, Platinum Gold Merger Sub merged with and into SpinCo, and SpinCo survived as a wholly owned subsidiary of Gentherm under the name Modine Global, Incorporated. Each SpinCo share then converted into 0.44619 shares of Gentherm common stock, with cash in lieu of fractions.

Exchange ratio, ownership split, and cash to Modine

That 0.44619 exchange ratio produced the post-close ownership split. As of closing — without taking overlapping ownership into account — Modine shareholders owned approximately 43.62% of the outstanding shares of the combined company, and Gentherm shareholders prior to closing owned approximately 56.38%. Modine shareholders also kept the same number of Modine shares they held before the transaction.

SpinCo paid Modine a cash distribution of $155,991,275 — about $156 million — reduced from the $210 million figure in the original transaction agreements after an exchange-ratio adjustment. Modine used the net proceeds to prepay borrowings under its Sixth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. The term loan SpinCo incurred to fund that distribution sits with SpinCo and, after the merger, with Gentherm and its subsidiaries, not with Modine.

Based on Gentherm's closing price on September 30, 2026, the companies valued the Performance Technologies business at approximately $946.4 million.

Special dividend, board seat, brand, and name-change plan

Gentherm's board declared a special dividend of $2.07 per share, payable October 7, 2026 to Gentherm shareholders of record on September 28, 2026. Record Date Modine shareholders who received Gentherm shares in the merger are not entitled to the special dividend on Gentherm shares issued October 1, 2026. The aggregate Cash Dividend was $63,500,492 ($2.07 per share), as stated in Gentherm's Form 8-K. Paul Mascarenas joined the Gentherm board effective at closing. On the Modine side, Jeremy M. Patten ceased serving as President, Performance Technologies as he transitioned to Gentherm.

Gentherm acquired the Modine brand, domains, and trademarks and will continue to go to market as Modine. Modine plans to call a special meeting within the next three months to vote on changing its corporate name to Modexus Solutions while keeping the NYSE ticker MOD if shareholders approve. After a name change, Modine intends to keep using the Modine brand in certain Heat Transfer Solutions and HVAC Technologies businesses under a license from Gentherm.

The companies intend the Reverse Morris Trust to be tax-free to Modine and its shareholders for U.S. federal income tax purposes, except that shareholders generally recognize gain or loss on cash received instead of fractional Gentherm shares.

Sources & evidence

Primary seals are Modine Form 8-K AccNo 0001104659-26-112870 and Gentherm Form 8-K AccNo 0001193125-26-410776, both filed October 1, 2026 for the Closing Date, with Exhibit 99.1 Completes releases. Figures above — the 0.44619 exchange ratio, 43.62%/56.38% ownership split, $155,991,275 cash distribution, ~$946.4 million PT valuation, and $2.07 special dividend — come from those Item 2.01 narratives and exhibits. Gentherm Exhibit 99.3 AccNo 0001193125-26-410776 reports Performance Technologies carve-out net sales of $277.8 million for the three months ended June 30, 2026 and $285.5 million for the three months ended June 30, 2025, and operating income of $19.4 million and $20.4 million for those quarters. Synergy dollars and the eventual Modexus name-change vote tally are not claimed here because these CLOSING filings do not state them; the Modexus meeting has not been held.