Modine Manufacturing Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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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

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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

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

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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).

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Emerging growth company ☐

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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. ☐

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Information to be Included in the Report

Item 1.01Entry 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.

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Item 9.01Financial Statements and Exhibits.

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(d)Exhibits

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The following exhibits are being furnished herewith:

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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.

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