Modine Manufacturing (MOD) risk factors, FY2026 10-K

Modine Manufacturing's FY2026 10-K, filed May 27, 2026, lists 32 risk factors in 5 groups. Against the prior year's 27: 6 new, 1 dropped, 7 substantially reworded.

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Risk factors listed
325 groups
New this year
6vs 27 last year
Dropped
1since the prior 10-K
Substantially reworded
7of those kept
Section length
7k wordsItem 1A

What the changes say

  • The pending Reverse Morris Trust with Gentherm creates completion, disruption, value, and execution risks.
  • Data Centers expansion raises exposure to customer growth, capacity investments, and dependence on large projects.
  • Climate, supplier, geopolitical, cost, warranty, and cybersecurity risks are described with more specific operational threats.

What changed since the prior 10-K

New

  • NewSTRATEGIC RISKS

    Pending Reverse Morris Trust transaction

    The pending Reverse Morris Trust transaction with Gentherm may not proceed as planned or may create significant costs.

  • NewSTRATEGIC RISKS

    The pending Reverse Morris Trust transaction with Gentherm is subject to various risks and uncertainties. There can be no assurance that it will be completed on the terms and timeline planned, if at all, and it will result in significant costs to the Company

    Completion depends on shareholder, regulatory, and IRS approvals, tax treatment, separation work, and managing transaction costs.

  • NewSTRATEGIC RISKS

    We are subject to risks and uncertainties while the Reverse Morris Trust transaction with Gentherm is pending

    Transaction uncertainty could distract employees and management, disrupt customer or supplier relationships, and trigger litigation costs.

  • NewSTRATEGIC RISKS

    We may be unable to achieve some or all of the anticipated benefits from the pending Reverse Morris Trust transaction with Gentherm

    After the transaction, Modine will be less diversified and more exposed to data center and commercial HVAC&R demand from large customers and projects.

  • NewSTRATEGIC RISKS

    There can be no assurance as to the value of the shares of the combined company to be received by our shareholders in the pending Reverse Morris Trust transaction with Gentherm

    Shareholders’ approximately 40% stake in the combined company may lose value if integration, growth, or expected synergies fall short.

  • NewSTRATEGIC RISKS

    We are strategically focused on growing our Data Centers business. We may not realize the sales growth anticipated to data center customers

    Data center investments may not generate expected sales if infrastructure growth is limited by economic, power, land, or technology factors, despite a $165 million customer deposit.

Dropped

  • DroppedOPERATIONAL RISKS

    Changes in the adoption rate for newer technologies could adversely affect our business

Reworded

  • 82% rewrittenOPERATIONAL RISKS

    We may incur material losses and costs as a result of warranty and product liability claims and litigation or other legal proceedings

    The risk now specifically covers undetected quality defects, third-party components, recall and repair costs, personal injury, property damage, cash flows, and reputation.

  • 63% rewrittenMARKET RISKS

    Global climate change and related emphasis on sustainability goals by various stakeholders could negatively affect our business

    The risk adds emissions standards imposed by customers, markets, consumers, or governments and the difficulty of meeting them cost-effectively.

    Was: Global climate change and related emphasis on ESG matters by various stakeholders could negatively affect our business

  • 54% rewrittenMARKET RISKS

    We could be adversely affected if we experience shortages of components or materials from our suppliers

    The risk now includes third-party parts and components and notes that customer approval may delay replacing suppliers.

  • 46% rewrittenMARKET RISKS

    Economic, political, and general market conditions could adversely affect our business, financial position, results of operations and cash flows

    The examples of geopolitical threats changed from Ukraine, the Middle East, and Red Sea tensions to U.S.-Iran conflict and related regional instability.

  • 42% rewrittenMARKET RISKS

    Changes in U.S. or international trade policies, including the imposition of or increases in tariffs, could adversely affect our business, financial position, results of operations and cash flows

    No substantive change is visible in the provided excerpt.

    Was: Changes in U.S. or international trade policies, including the imposition or increases in tariffs, could adversely affect our business, financial position, results of operations and cash flows

  • 42% rewrittenOPERATIONAL RISKS

    We may be unable to maintain competitive cost structures

    The risk now emphasizes Data Centers capacity and production transfers supporting growth, alongside maintaining competitive costs.

  • 21% rewrittenOPERATIONAL RISKS

    We may be adversely affected by a substantial disruption in, or material breach of, our IT systems or IT systems of our service providers

    The cybersecurity examples changed to malware, unauthorized access, and similar threats, while adding mergers, acquisitions, growth, and third-party-provider exposure.

All 32 risk factors

Headings as the filing states them, in filing order.

MARKET RISKS

  1. 01Economic, political, and general market conditions could adversely affect our business, financial position, results of operations and cash flows46% rewritten
  2. 02Changes in U.S. or international trade policies, including the imposition of or increases in tariffs, could adversely affect our business, financial position, results of operations and cash flows42% rewritten
  3. 03A future widespread outbreak of an illness or other public health threat could adversely affect our business, financial position, results of operations and cash flows
  4. 04Increases in costs of materials, including aluminum, copper, steel and stainless steel (nickel), other raw materials and purchased components, could place significant pressure on our results of operations and cash flows
  5. 05We could be adversely affected if we experience shortages of components or materials from our suppliers54% rewritten
  6. 06Our net sales and profitability could be adversely affected from business losses or declines with major customers
  7. 07Our results of operations could be adversely affected by pricing pressures from our customers
  8. 08Our pricing strategies could negatively impact our overall win rate for new business
  9. 09Global climate change and related emphasis on sustainability goals by various stakeholders could negatively affect our business63% rewritten
  10. 10Continued and increased competition could adversely affect our business and our results of operations

OPERATIONAL RISKS

  1. 11We are subject to risks related to our international operations and global customer and supplier base
  2. 12We may be unable to maintain competitive cost structures42% rewritten
  3. 13If we cannot differentiate ourselves from our competitors with our technology, our existing and potential customers may seek lower prices and our sales and earnings may be adversely affected
  4. 14Developments or assertions by or against us relating to intellectual property rights could adversely affect our business
  5. 15We regularly launch new products and system designs at our facilities across the world. The success of these launches is critical to our business and results of operations
  6. 16We may be adversely affected by a substantial disruption in, or material breach of, our IT systems or IT systems of our service providers21% rewritten
  7. 17We could be adversely impacted by the costs of environmental, health and safety regulations
  8. 18We may incur material losses and costs as a result of warranty and product liability claims and litigation or other legal proceedings82% rewritten

STRATEGIC RISKS

  1. 19Pending Reverse Morris Trust transactionNew
  2. 20The pending Reverse Morris Trust transaction with Gentherm is subject to various risks and uncertainties. There can be no assurance that it will be completed on the terms and timeline planned, if at all, and it will result in significant costs to the CompanyNew
  3. 21We are subject to risks and uncertainties while the Reverse Morris Trust transaction with Gentherm is pendingNew
  4. 22We may be unable to achieve some or all of the anticipated benefits from the pending Reverse Morris Trust transaction with GenthermNew
  5. 23There can be no assurance as to the value of the shares of the combined company to be received by our shareholders in the pending Reverse Morris Trust transaction with GenthermNew
  6. 24We are strategically focused on growing our Data Centers business. We may not realize the sales growth anticipated to data center customersNew
  7. 25Our business strategy includes acquisitions and dispositions. We may be unable to identify, execute, and successfully integrate acquisitions or successfully execute strategic business dispositions

FINANCIAL RISKS

  1. 26Liquidity and access to cash
  2. 27Our indebtedness may limit our use of cash flow to support operating, development and investment activities, and failure to comply with our debt covenants could adversely affect our liquidity and financial results
  3. 28Our balance sheet includes significant amounts of goodwill and intangible assets. An impairment of a significant portion of these assets would adversely affect our financial results
  4. 29We may be subject to additional income tax expense or become subject to additional tax exposures

GENERAL RISKS

  1. 30We are dependent upon the health of the customers and markets we serve
  2. 31As a global company, we are subject to foreign currency rate fluctuations, which affect our financial results
  3. 32Our future success is dependent on our ability to attract, develop and retain qualified personnel

Other Modine Manufacturing 10-Ks

  • FY2025 10-K risk factors
    27 risks

    Operating across 16 countries with 351 million dollars in debt and 381 million dollars in intangibles. Highly dependent on data center, Genset, and vehicular markets. Applying 80/20 principles to pricing, resources, and acquisitions.

    Filed May 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.