MODINE MANUFACTURING CO
For the period ended Mar 31, 2026. Filed May 27, 2026.
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FY2026 · Filed May 27, 2026
MOD$106.15+9.9%Stored close · as of Nov 9, 2026
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EXHIBIT INDEX
TO
FISCAL 2026 ANNUAL REPORT ON FORM 10-K
| Exhibit No. | Description | Incorporated Herein ByReferenced To | FiledHerewith |
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| 2.1 | Agreement and Plan of Merger by and among LBW Holding Corp., Modine Manufacturing Company, Tyrolean Holding Corp., and Mason Wells Buyout Fund IV, LP, as Stockholders Agent, dated as of May 29, 2025 | Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 29, 2025 | |
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| 2.2 | Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc | Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated January 29, 2026 (“January 29, 2026 8-K”) | |
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| 2.3 | 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. | Exhibit 2.2 to January 29, 2026 8-K | |
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| 3.1 | Amended and Restated Articles of Incorporation, as amended. | Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2018 | |
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| 3.2 | Bylaws, as amended. | Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated January 19, 2023 | |
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| 4.1 | Form of Stock Certificate of the Registrant. | Exhibit 4(a) to Form 10-K for the fiscal year ended March 31, 2003 (“2003 10-K”) | |
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| 4.2* | Amended and Restated Collateral Agency Intercreditor Agreement (the “Original Intercreditor Agreement”) dated as of August 12, 2010 among the Lenders (as defined therein), the Noteholders (as defined therein) and JPMorgan Chase Bank, N.A. as Collateral Agent. | Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 12, 2010 | |
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| 4.3* | First Amendment to the Original Intercreditor Agreement, among the Lenders, the Note Holders and JPMorgan as Collateral Agent, pursuant to which the Lenders, the Note Holders and JPMorgan amended the Original Intercreditor Agreement. | Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 30, 2013 | |
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| 4.4 | Credit Facility Agreement among Modine Holding GmbH, Modine Europe GmbH and Deutsche Bank AG dated as of April 27, 2012. | Exhibit 4.10 to Registrant’s Form 10-K for the fiscal year ended March 31, 2012 | |
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| 4.5 | Description of Registrant’s securities. | | X |
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| 4.6 | Fourth Amended and Restated Credit Agreement dated as of June 28, 2019. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 28, 2019 | |
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| 4.7 | Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019. | Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2019 (“December 31, 2019 10-Q”) | |
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| 4.8 | First Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 31, 2020. | Exhibit 4.2 to December 31, 2019 10-Q | |
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| 4.9 | First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 19, 2020. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 19, 2020 (“May 19, 2020 8-K”) | |
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| 4.10 | Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020. | Exhibit 4.2 to May 19, 2020 8-K | |
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| 4.11 | Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated as of May 18, 2021. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 18, 2021 (“May 18, 2021 8-K”) | |
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| 4.12 | Third Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 18, 2021. | Exhibit 4.2 to May 18, 2021 8-K | |
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| 4.13 | Fifth Amended and Restated Credit Agreement dated as of October 12, 2022. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated October 12, 2022 | |
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| 4.14 | Fourth Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 21, 2022. | Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2022 | |
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| 4.15 | Sixth Amended and Restated Credit Agreement dated as of July 10, 2025. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated July 10, 2025 (“July 10, 2025 8-K”) | |
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| 4.16 | Fifth Amendment to the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 10, 2025. | Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated July 10, 2025 8-K | |
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| 4.17 | Amendment No. 1 to Sixth Amended and Restated Credit Agreement dated as of December 23, 2025. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated December 23, 2025 | |
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| 4.18 | Amendment No. 2 to Sixth Amended and Restated Credit Agreement dated as of April 30, 2026. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated April 30, 2026 | |
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| 10.1** | Director Emeritus Retirement Plan effective April 1, 1992 (and frozen as of July 1, 2000). | Exhibit 10(a) to Registrant’s Form 10-K for the fiscal year ended March 31, 2002 | |
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| 10.2** | Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and officers other than Neil Brinker. | Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2004 | |
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| 10.3** | Executive Supplemental Retirement Plan (as amended). | Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2000 | |
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| 10.4** | Deferred Compensation Plan (as amended). | Exhibit 10(y) to 2003 10-K | |
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| 10.5** | 2008 Incentive Compensation Plan (Amended and Restated effective May 7, 2014). | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 17, 2014 | |
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| 10.6** | Form of Fiscal 2027 Performance Stock Award Agreement. | Exhibit 10.2 to the Registrant’s Form 10-Q for the first quarter ended September 30, 2025 (“September 30, 2025 10-Q”) | |
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| 10.7** | Form of Fiscal 2027 Restricted Stock Unit Award Agreement. | Exhibit 10.3 to September 30, 2025 10-Q | |
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| 10.8** | Form of Performance Stock Award Agreement with Jeremy Patten. | Exhibit 10.4 to September 30, 2025 10-Q | |
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| 10.9** | Form of Restricted Stock Award Agreement with Jeremy Patten. | Exhibit 10.5 to September 30, 2025 10-Q | |
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| 10.10** | Form of Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral. | | X |
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| 10.11** | Form of Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral. | | X |
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| 10.12** | Change in Control Agreement dated as of June 4, 2021, by and between Modine Manufacturing Company and Neil D. Brinker. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 4, 2021 | |
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| 10.13** | Amendment No. 1 to Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and Officers other than Neil Brinker. | Exhibit 10.17 to Registrant’s Form 10-K for the fiscal year ended March 31, 2011 | |
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| 10.14** | Supplemental Severance Policy. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 17, 2011 | |
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| 10.15** | 2017 Incentive Compensation Plan. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 20, 2017 | |
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| 10.16** | [Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Neil Brinker. | Exhibit 10.1 to the Registrant’s Form 10-Q for the third quarter ended December 31, 2020 | |
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| 10.17** | 2020 Incentive Compensation Plan (Amended and Restated effective July 21, 2022). | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022 | |
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| 10.18** | Offer Letter dated as of July 16, 2021, by and between the Company and Eric S. McGinnis. | Exhibit 10.2 to September 30, 2021 10-Q | |
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| 10.19** | First Amendment to Eric S. McGinnis Offer Letter. | Exhibit 10.3 to September 30, 2021 10-Q | |
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| 10.20** | Separation Letter Agreement between Adrian I. Peace and Modine Manufacturing Company effective as of May 16, 2025. | 10.21 to Registrant's Form 10-K for the fiscal year ended March 31, 2025 | |
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| 10.21** | Offer Letter dated as of August 26, 2025, by and between the Company and Jeremy Patten. | Exhibit 10.1 to September 30, 2025 10-Q | |
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| 10.22** | Retirement Agreement, dated as of December 4, 2025, by and between Modine Manufacturing Company and Eric S. McGinnis. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 4, 2025 | |
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| 19 | Global Insider Trading Policy. | Exhibit 19 to Registrant's Form 10-K for the fiscal year ended March 31, 2024 | |
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| 21 | List of subsidiaries of the Registrant. | | X |
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| 23.1 | Consent of KPMG LLP. | | X |
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| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer. | | X |
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| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer. | | X |
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| 32.1 | Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer. | | X |
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| 32.2 | Section 1350 Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer. | | X |
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| 97 | Executive Officer Compensation Recovery Policy adopted as of October 19, 2023. | Exhibit 97 to Registrant's Form 10-K for the fiscal year ended March 31, 2024 | |
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| 101.INS | Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | | X |
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| 101.SCH | XBRL Taxonomy Extension Schema. | | X |
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| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | | X |
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| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | | X |
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| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | | X |
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| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | | X |
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| 104 | Cover page interactive data file (formatted as inline XBRL and contained in Exhibits 101). | | |
| * | Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has omitted certain agreements with respect to long-term debt not exceeding 10% of consolidated total assets. The Registrant agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request. |
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| ** | Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K. |
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