Modine Manufacturing Company · NYSE:MOD
Modine Manufacturing — Merger or Acquisition (January 2026)
15 slides from Modine Manufacturing's merger presentation, Jan 29, 2026
Slide 1: Creating a Premier Global Climate Solutions Company
Creating a Premier Global Climate Solutions Company January 29, 2026
Slide 2: Forward-Looking Statements and RMT Disclaimer
Forward-Looking Statements and RMT Disclaimer No Offer or Solicitation benefits of the Proposed Transaction, including future financial and operating results, anticipated strategic benefits of the Proposed Transaction, the amount and This communication is not intended to and does not constitute an o
Slide 3: Advancing Our Consistent Strategy to Drive Value Creation
Advancing Our Consistent Strategy to Drive Value Creation • Modine has undergone a strategic and transformational journey, which was launched at our first Investor Day in 2022 • Our consistent and transparent goals have guided every step of this process, with a track record of exceeding targets • Lo
Slide 4: 80/20 Remains the Foundation for our Transformation
80/20 Remains the Foundation for our Transformation n Up & Simplify • With 6 divestitures and 6 acquisitions over the past five years, Clea we have evolved our portfolio to compound value and shift mix to high-growth, high-margin businesses Simplification Segmentation • This is the right transaction
Slide 5: The New Modine – A Pure Play Climate Solutions Company
The New Modine – A Pure Play Climate Solutions Company Global market leader of innovative thermal management and pneumatic comfort technologies Performance Technologies Climate Solutions Global leader in engine and Global leader in data center powertrain cooling for internal cooling technologies and
Slide 6: Key Elements of Our Transaction with Gentherm
Key Elements of Our Transaction with Gentherm • Transaction structured as a Reverse Morris Trust which is tax-free to Modine and Modine shareholders • Transaction values Performance Technologies business at ~$1 billion • Represents ~6.8x LTM 9/30/2025 Adjusted EBITDA • Modine receives $210 million o
Slide 7: The New Modine – A Pure Play Climate Solutions Company
The New Modine – A Pure Play Climate Solutions Company Climate Solutions Segment Net Sales (1) ~$1.6B Accelerates Modine’s transformation to a market leading climate solutions company focused on high-growth and high-margin opportunities Climate Solutions Segment Gross Margin % (1) 27.7% Climate Solu
Slide 8: The New Modine: A Complete Solution Provider for Data Center Cooling
The New Modine: A Complete Solution Provider for Data Center Cooling • Demonstrated ability to capitalize on organic market growth • Data Center business has grown with a 93% CAGR from FY23 to FY25 • Expecting 50-70% annual revenue growth over next two years, exceeding the previous $2 billion target
Slide 9: The New Modine: Focused on High-Growth, High-Margin Opportunities
The New Modine: Focused on High-Growth, High-Margin Opportunities Climate Solutions Segment Net Sales Climate Solutions Segment Adj. EBITDA (1) $1,569M $303M $307M $1,441M $1,108M $1,057M $208M $955M $159M $110M FY2022 FY2023 FY2024 FY2025 LTM Sep 2025 FY2022 FY2023 FY2024 FY2025 LTM Sep 2025 (1) Se
Slide 10: Value Proposition Supported by Best-in-Class Performance
Value Proposition Supported by Best-in-Class Performance Pure-play climate solutions company 17.1% ---- Comparable Companies ---- FY2023 – LTM Sep. 2025 Revenue CAGR (1) 14.1% 12.9% Focused on high-growth data center and commercial HVAC&R markets 10.8% Proven track record of industry-leading growth
Slide 11: Accelerating Our Transformation to Drive Shareholder Value
Accelerating Our Transformation to Drive Shareholder Value 80 20 Capitalizing on our deep Delivering highly Well-positioned to Delivering top line Proactively enhancing expertise in thermal specialized, mission- accelerate growth growth and margin returns by allocating management to deliver critical
Slide 12: Appendix
. Appendix
Slide 13: Transaction Summary
Transaction Summary – Modine to spin-off Modine Performance Technologies and simultaneously combine SpinCo (which will own Modine Performance Technologies) with a wholly-owned subsidiary of Gentherm in a Reverse Morris Trust transaction valued at ~$1.0 billion and intended to be tax-free for Modine
Slide 14: Non-GAAP Reconciliations
Non-GAAP Reconciliations Modine Manufacturing Company Climate Solutions segment adjusted financial results (unaudited) (In millions) Three months ended LTM December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 September 30, 2025 Operating income $ 62.4 $ 61.5 $ 66.9 $ 62.2 $ 253.0 Deprec
Slide 15: Non-GAAP Reconciliations
Non-GAAP Reconciliations Modine Manufacturing Company Climate Solutions segment adjusted EBITDA (unaudited) (In millions) Twelve months ended March 31, 2022 2023 2024 2025 Operating income $ 81.0 $ 132.2 $ 178.6 $ 248.4 Depreciation and amortization expense 26.5 24.7 26.5 48.3 (a) Restructuring expe
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