Modine Manufacturing Company · NYSE:MOD
Modine Manufacturing — Merger or Acquisition (February 2026)
32 slides from Modine Manufacturing's merger presentation, Feb 17, 2026
Slide 1: Investor Presentation February 2026
Investor Presentation February 2026
Slide 2: Forward-Looking Statements and RMT Disclaimer
Forward-Looking Statements and RMT Disclaimer No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be an
Slide 3: Highly engineered, mission-critical thermal solutions: vision, purpose, values, mission
3 Always evolving our portfolio of products in pursuit of highly engineered, mission-critical thermal solutions Engineering A Cleaner, Healthier World Integrity Committed People Centric Technology Driven Results Oriented Team Focused Improve Indoor Air Quality Reduce Water & Energy Consumption Lower
Slide 4: Modine At-a-Glance
Heat Transfer Solutions 21% HVAC Technologies 10% On-Highway Applications 28% Heavy-Duty Equipment 16% Modine At-a-Glance 4 Positioned for Growth with Strong Product Portfolio and Global Footprint Performance Technologies Climate Solutions 41 Manufacturing Facilities in 14 Countries1 Americas: Europ
Slide 5: Strategic Pillars Driving Value Creation
Strategic Pillars Driving Value Creation Capitalizing on our deep expertise in thermal management to deliver differentiated solutions and sustained market leadership Leveraging our portfolio of highly engineered, mission-critical thermal solutionsto accelerate growth Entering a multi-year growth cyc
Slide 6: Deep Expertise in Thermal Management
Deep Expertise in Thermal Management 6 Over a century of leadership in thermal management Strong relationships with leading companies across many diversified industries Patent-protected, fit-for-purpose innovation meeting customers’ unique needs Advanced technical test centers and lab capabilities d
Slide 7: 80/20 is Repetitive and Timeless
80/20 is Repetitive and Timeless Modine in the Early Phases of 80/20 Journey, with Rapid Improvements Already Achieved High Margin & High Growth Financial Profile Low Margin & Low Growth Modine’s 80/20 Maturity Model Starting Point Current Progress 80/20 Value Creation Simplification Segmentation Fo
Slide 8: Evolving Portfolio Through Strategic Acquisitions and Divestitures
Entry into DC market - Acquisition of Airedale in the UK Acquisition of Luvata, adding global coils, coolers and coatings. Added first strategic hyperscaler customer. Acquisition of Napps Technology, adding Jetson branded chillers 2005 2015 Evolving Portfolio Through Strategic Acquisitions and Dives
Slide 9: The New Modine – A Pure Play Climate Solutions Company
The New Modine – A Pure Play Climate Solutions Company Establishes a scaled leader in thermal management solutions with expanded technologies and capabilities in precision flow management 5 Performance Technologies Global market leader of innovative thermal management and pneumatic comfort technolog
Slide 10: Key Elements of Our Transaction with Gentherm
Key Elements of Our Transaction with Gentherm 6 • 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
Slide 11: Business Segments and Product Groups
PERFORMANCE TECHNOLOGIES Business Segments and Product Groups 11 Heat exchangers for heavy-duty agricultural, construction and mining equipment and stationary power generation Heat exchangers for commercial vehicle, specialty vehicle and automotive applications Heavy-Duty Equipment On-Highway Applic
Slide 12: Performance Technologies
FY22 FY25 FY22 FY25 Performance Technologies Performance Technologies provides engineered products and solutions that enhance fuel economy, minimize harmful emissions and increase reliability in harsh environments On-Highway Applications FY25 External Sales $721M Heavy-Duty Equipment FY25 External S
Slide 13: Climate Solutions
FY22 FY25 FY22 FY25 Climate Solutions Climate Solutions provides energy-efficient, safe, climate-controlled solutions, and components for a wide range of mission-critical applications Liquid-Cooled Applications Advanced Solutions Air-Cooled Applications Data Centers FY25 External Sales $644M Heat Tr
Slide 14: Climate Solutions – Leveraging Data Center Market Growth
Climate Solutions – Leveraging Data Center Market Growth 14 • Provider of full system solutions for data center cooling with a suite of products designed to deliver flexible solutions and superior service • Key end markets include Hyperscale, Colocation, and NeoCloud data centers along with Edge and
Slide 15: A Complete Data Center Solution Provider
A Complete Data Center Solution Provider 15 • We create, deliver, monitor and maintain data center cooling systems for hyperscale, colocation and neocloud customers globally • Our tailored systems solution includes controls to monitor and optimize performance to reduce energy consumption and lower t
Slide 16: Leveraging Technology in Data Centers
Leveraging Technology in Data Centers 16 Driving Significant Growth in Attractive Data Center End Markets Key Market Drivers Key Strategic Objectives Leverage industry expertise to expand product portfolio, capacity and geographic reach to meet the data center cooling needs Provide the most efficien
Slide 17: Modine Services in Data Centers
Modine Services in Data Centers 17 Driving Significant Growth in Service Revenue, Engineers, Global Service Network Life Cycle Services • Preventative Maintenance Plans: Designed to ensure system resilience and extend equipment lifespan • Life Cycle System Optimization to maximize Energy efficiency
Slide 18: Financial Trends
1.4 1.2 0.7 1.2 2023 2024 2025 Q3 2026 Leverage Ratio Financial Trends $2,298 $2,408 $2,583 12% 5% 7% 2023 2024 2025 2026 Revenue and YOY % Growth $57 $127 $129 2.5% 5.3% 5.0% 2023 2024 2025 2026 Free Cash Flow (% of Net Sales) $212 $314 $392 9.2% 13.1% 15.2% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0%
Slide 19: Capital Allocation Priorities
Capital Allocation Priorities 19 Well-positioned to Support Future Acquisitions and Investments in Organic Growth 1 Investment in Organic Growth • Allocate capital to growth businesses, particularly data center capacity expansion • Target capital spending of 3% to 6% of sales 2 Portfolio Transformat
Slide 20: Well-Positioned for Success
Well-Positioned for Success Delivering end-market diversification for business resiliency through economic cycles Providing strategic flexibility through strong free cash flow and balance sheet Furthering focus on organic and inorganic investment to achieve revenue and EBITDA growth Leveraging 80/20
Slide 21: Appendix
Appendix
Slide 22: Transaction Summary
Transaction Summary 13 – 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(1) and intended to be tax-free for M
Slide 23: Heat Transfer Solutions Overview
• World’s largest independent manufacturer of heat transfer coils, used in a variety of applications and markets • Provider of commercial refrigeration coolers leveraging low-GWP natural refrigerants • Market leader in anti-corrosion coating products and application services to OEMs and distributors
Slide 24: HVAC Technologies Overview
HVAC Technologies Overview 24 • North America’s leading unit heater manufacturer, used in greenhouse, garage and various other end-use applications with strong brand recognition, established sales channels, and expansive product offering which was recently expanded through acquisitions of AbsolutAir
Slide 25: Data Centers Overview
Data Centers Overview 25 • Provider of full system solutions for data center cooling with a suite of products designed to deliver flexible solutions and superior service • Key end markets include Hyperscale, Colocation, and NeoCloud data centers along with Edge and Telecom markets • Centralized smar
Slide 26: Modine Revenue Breakdown
Modine Revenue Breakdown FY2025 26 Revenue by Geography Revenue by End Market Heating 6% Indoor Air Quality 4% Coolers 6% Coils HVAC&R 13% Coatings 2% Data Centers 25% Heavy-Duty 16% Commercial Vehicle 16% Light Vehicle 11% Other 1% Climate Solutions 56% Performance Technologies Americas 44% 65% EME
Slide 27: Non-GAAP Reconciliations
Non-GAAP Reconciliations 27 * See next slide for footnotes regarding these adjustments Modine Manufacturing Company Adjusted EBITDA (In millions) 2025 2024 2023 2022 Net earnings $ 185.5 $ 163.4 $ 153.6 $ 86.3 Interest expense 26.4 24.1 20.7 15.6 Provision (benefit) from income taxes 68.5 51.2 (28.3
Slide 28: Non-GAAP Reconciliations
Non-GAAP Reconciliations 28 (f) Strategic reorganization costs, recorded as SG&A expenses at Corporate, primarily consist of severance-related expenses and professional service fees for recruiting key senior management positions and the Company’s implementation of 80/20. The fiscal 2022 costs includ
Slide 29: Non-GAAP Reconciliations
Non-GAAP Reconciliations 29 * See next slide for footnotes regarding these adjustments Modine Manufacturing Company Segment adjusted financial results (unaudited) (In millions) Climate Solutions Performance Technologies Corporate and eliminations Total Climate Solutions Performance Technologies Corp
Slide 30: Non-GAAP Reconciliations
Non-GAAP Reconciliations 30 (f) Acquisition and integration costs primarily relate to the Company’s acquisition of Scott Springfield Manufacturing, a leading provider of air handling units for the data center, telecommunications, healthcare, and aerospace markets, on March 1, 2024. The acquisition a
Slide 31: Non-GAAP Reconciliations: Free cash flow
Non-GAAP Reconciliations 31 Free cash flow (In millions) 2025 2024 2023 Net cash provided by operating activities $ 213.3 $ 214.6 $ 107.5 Expenditures for property, plant and equipment (84.0) (87.7) (50.7) Free cash flow $ 129.3 $ 126.9 $ 56.8 Net Sales $ 2,583.5 $ 2,407.8 $ 2,297.9 FCF % of Net Sal
Slide 32: Forward-Looking Non-GAAP Financial Measures
Forward-Looking Non-GAAP Financial Measures 32 This presentation includes forward-looking projections of non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, and free cash flow. The projections are based on management’s expectations of future financial results. For example
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