MOD 8-K
Modine Manufacturing Co (MOD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Information to be Included in the Report
Item 8.01Other Events.
On March 6, 2025, the Board of Directors (the “Board”) of Modine Manufacturing Company (“the “Company”) authorized a new share repurchase program (the “Share Repurchase Program”) that allows the Company to repurchase up to $100 million of its common stock, par value $0.625 per share (the “common stock”). The timing and amount of repurchases will depend on a variety of factors including ongoing assessments of the capital needs of the business, share price, trading volumes and general market conditions. The Share Repurchase Program is to be conducted in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares of common stock may be repurchased from time to time on the open market, in privately negotiated transactions, or otherwise, including pursuant to one or more trading plans adopted in accordance with Rule 10b5-1(c) under the Exchange Act.
The authorization does not require the Company to purchase a specific number of shares, nor does it obligate the Company to make any repurchases at any specific time. The Share Repurchase Program is effective immediately, does not expire, and will continue until the aggregate repurchase amount that has been approved by the Board has been expended. The Share Repurchase Program may be suspended, extended, modified or discontinued by the Board at any time.
On March 7, 2025, the Company issued a press release announcing that its Board had approved the Share Repurchase Program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) | Exhibits |
The following exhibits are being furnished herewith:
| Press Release issued March 7, 2025. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
Modine Manufacturing Company | |||
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| By: | /s/ Neil D. Brinker |
| Neil D. Brinker | ||
| President and Chief Executive Officer | ||
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Date: March 7, 2025 |
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NEWS RELEASE
FOR IMMEDIATE RELEASE
Modine Announces $100 Million Share Repurchase Program
New authorization demonstrates confidence in the future of Modine
Racine, WI – March 7, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that its Board of Directors has authorized a share repurchase program allowing the company to repurchase up to $100 million of the company’s outstanding common stock from time to time on the open market, in privately negotiated transactions or otherwise.
The repurchase program underscores the company’s confidence in its long-term strategy and commitment to delivering value to shareholders. The authorization does not require the repurchase of shares or of a specific number of shares. Decisions to repurchase shares or suspend the program will be made at the company’s discretion based on a variety of factors, including ongoing assessments of the capital needs of the business, share price, trading volumes and general market conditions.
“This share repurchase authorization reflects our confidence in the strength of our business and our commitment to delivering on our financial targets, while we work to evolve our portfolio of products to create shareholder value,” said Neil D. Brinker, Modine President and Chief Executive Officer. “We believe our disciplined capital allocation methodology and 80/20 focus will allow us the flexibility to return capital to our shareholders while maintaining both a strong balance sheet and the financial flexibility to invest in organic and inorganic growth opportunities.”
About Modine
At Modine, we are Engineering a Cleaner, Healthier World™. Building on more than 100 years of excellence in thermal management, we provide trusted systems and solutions that improve air quality and conserve natural resources. More than 11,000 employees are at work in every corner of the globe, delivering the solutions our customers need, where they need them. Our Climate Solutions and Performance Technologies segments support our purpose by improving air quality, reducing energy and water consumption, lowering harmful emissions and enabling cleaner running vehicles and environmentally friendly refrigerants. Modine is a global company headquartered in Racine, Wisconsin (U.S.), with operations in North America, South America, Europe and Asia. For more information about Modine, visit www.modine.com.
This press release contains statements, including information about future financial performance and market conditions, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” “projects,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine's actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including, but not limited to those described under “Risk Factors” in Item 1A of Part I of the Company's Annual Report on Form 10-K for the year ended March 31, 2024 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the Company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2024, September 30, 2024, and December 31, 2024. Other risks and uncertainties include, but are not limited to, the following: the impact of potential adverse developments or disruptions in the global economy and financial markets, including impacts related to inflation, energy costs, government incentive or funding programs, supply chain challenges or supplier constraints, logistical disruptions, tariffs, sanctions and other trade issues or cross-border trade restrictions; the impact of other economic, social and political conditions, changes and challenges in the markets where we operate and compete, including foreign currency exchange rate fluctuations, changes in interest rates, tightening of the credit markets, recession or recovery therefrom, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties, including the impact on demand for our products and the markets we serve from regulatory and/or policy changes that have been or may be implemented in the U.S. or abroad, including those related to tax and trade, climate change, public health threats, and military conflicts, including the conflicts in Ukraine and in the Middle East and tensions in the Red Sea; the overall health and
pricing focus of our customers; changes or threats to the market growth prospects for our customers; our ability to successfully realize anticipated benefits, including improved profit margins and cash flow, from our strategic initiatives and our application of 80/20 principles across our businesses; our ability to be at the forefront of technological advances and the impacts of any changes in the adoption rate of technologies that we expect to drive sales growth; our ability to accelerate growth organically and through acquisitions and successfully integrate acquired businesses; our ability to effectively and efficiently manage our operations in response to sales volume changes, including maintaining adequate production capacity to meet demand in our growing businesses while also completing restructuring activities and realizing benefits thereof; our ability to fund our global liquidity requirements efficiently and comply with the financial covenants in our credit agreements; operational inefficiencies as a result of product or program launches, unexpected volume increases or decreases, product transfers and warranty claims; the impact on Modine of any significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased components and related costs, and our ability to adjust product pricing in response to any such increases; our ability to recruit and maintain talent in managerial, leadership, operational and administrative functions and to mitigate increased labor costs; our ability to protect our proprietary information and intellectual property from theft or attack; the impact of any substantial disruption or material breach of our information technology (“IT”) systems; the impact of a material weakness identified in our internal controls related to IT system access in Europe on our financial reporting process; costs and other effects of environmental investigation, remediation or litigation and the increasing emphasis on environmental, social and corporate governance matters; our ability to realize the benefits of deferred tax assets; and other risks and uncertainties identified in our public filings with the U.S. Securities and Exchange Commission. Forward-looking statements are as of the date of this press release, and we do not assume any obligation to update any forward-looking statements.
SOURCE: Modine
Kathleen Powers
(262) 636-1687