Platinum SpinCo, Inc. Amends Charter to Increase Authorized Shares

What Happened

• Platinum SpinCo, Inc. filed a Certificate of Amendment with the Delaware Secretary of State on September 29, 2026, effective upon filing, that amended Article IV of its Certificate of Incorporation. The amendment increases the number of authorized Common Stock shares from 5,000 to 60,000,000 and provides for an automatic reclassification/conversion of the Company’s outstanding common shares upon effectiveness.

Key Details

• Prior authorized common shares: 5,000 (par value $0.001 per share).
• New authorized common shares: 60,000,000 (par value $0.001 per share).
• Conversion: All shares outstanding immediately before effectiveness were automatically reclassified and converted into an aggregate number of Platinum SpinCo common shares equal to the number of common shares of Modine Manufacturing Company (Modine), the Company’s sole stockholder, outstanding as of close of business on September 28, 2026 (excluding Modine’s treasury stock and shares held by Modine subsidiaries).
• Adjustment: The conversion amount is subject to an adjustment for up to 2,000 shares of Platinum SpinCo common stock issuable to Modine under an Equity Contribution Agreement dated September 28, 2026, to the extent those shares were not issued prior to effectiveness.

Why It Matters

• The amendment materially increases the Company’s authorized share capacity, enabling future issuances without further charter changes. The automatic reclassification aligns the Company’s issued share count to Modine’s outstanding common stock as of September 28, 2026, and reflects the ownership/structuring steps taken between Platinum SpinCo and its sole stockholder. For investors, this affects the potential maximum share count and establishes the post-amendment outstanding share baseline tied to Modine’s holdings (with a small adjustment for the Equity Contribution Agreement).