UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(dD) ~~of The Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): February 4, 2026~~1934

Date of Report (date of earliest event reported) February 17, 2026

Modine Manufacturing Company

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Its Charter)

Wisconsin	001-01373	39-0482000
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Wisconsin

(State or Other Jurisdiction of Incorporation)

001-01373		39-0482000
(Commission File Number)		(IRS Employer Identification No.)

1500 DeKoven Avenue, Racine, Wisconsin		53403
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

(262) 636-1200

(Registrant’s Telephone Number, Including Area Code)

Registrant’s telephone number, including area code:		(262) 636-1200
(Former name or former address, if changed since last report.)		N/A

N/A

(Former Name or Former Address, If Changed Since Last Report)

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 (see General Instruction A.2. below):

☐x 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 Exchange Act:

Title of Each Class		Trading Symbol		Name of Each exchange on Which Registered
Common stock, par value $0.625		MOD		New York Stock Exchange


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 ¨

~~Emerging~~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. ¨

Item 7.01 Regulation FD Disclosure.

IfOn anFebruary 17, ~~emerging~~2026, ~~growth~~Modine ~~company,~~Manufacturing Company ~~indicate~~(the by“Company”) ~~check~~made ~~mark~~available ifan ~~the~~investor ~~registrant~~presentation ~~has~~that ~~elected~~the ~~not~~Company intends to use ~~the~~in ~~extended~~meetings ~~transition~~with ~~period~~investors. A ~~for~~copy ~~complying~~of ~~with~~the ~~any~~investor ~~new~~presentation oris ~~revised~~furnished ~~financial~~as ~~accounting~~Exhibit 99.1 ~~standards~~to ~~provided~~this ~~pursuant~~Current toReport ~~Section~~on Form ~~13(a) of~~8-K ~~the~~and ~~Exchange~~is ~~Act.~~incorporated ☐herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Information to be Included in the Report

Exhibit Number		Description
99.1		Investor Presentation, dated February 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~- 2~~.02~~ ~~Results of Operations and Financial Condition~~-

~~On February 4, 2026, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the third quarter ended December 31, 2025.~~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.

~~During~~MODINE aMANUFACTURING ~~conference~~COMPANY ~~call~~(Registrant) ~~scheduled to be held at 11~~By:00 ~~a.m. Eastern Time on February 5, 2026, the Company’~~/s/ ~~President~~Erin ~~and~~J. ~~Chief~~Roth ~~Executive~~Erin ~~Officer, Neil D~~J. ~~Brinker,~~Roth ~~and Executive~~ Vice President, ~~Chief~~General ~~Financial~~Counsel ~~Officer,~~and ~~Michael~~Chief B.Compliance ~~Lucareli, will discuss the Company’s results for the third quarter ended December 31, 2025.~~Officer

Date: February 17, 2026

Attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, is a copy of the Company’s press release in connection with the announcement and a copy of the presentation that the Company intends to use in connection with its third quarter earnings call. The information in this Item 2.02, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished herewith:


99.1		Press Release dated February 4, 2026 announcing the results of operations and financial condition for the third quarter ended December 31, 2025.

99.2		February 5, 2026 earnings call presentation.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

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/ Neil D. Brinker
		Neil D. Brinker
		President and Chief Executive Officer
Date: February 4, 2026

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