Platinum SpinCo, Inc.
Platinum SpinCo Inc., a Delaware subsidiary of Modine Manufacturing Company, filed a Certificate of Amendment on September 29, 2026, that increased authorized common stock from 5,000 shares to 60,000,000 shares. Simultaneously, all outstanding shares were reclassified to equal the number of Modine common shares outstanding as of September 28, 2026, excluding treasury and subsidiary-held shares, with a carve-out for up to 2,000 shares under an Equity Contribution Agreement.
- Authorized common stock increased from 5,000 shares to 60,000,000 shares, par value $0.001.
- All existing shares were reclassified into a number equal to Modine Manufacturing's outstanding shares as of September 28, 2026.
- The reclassification excludes Modine treasury shares and shares held by Modine subsidiaries.
- Up to 2,000 shares are reserved for issuance to Modine under a September 28, 2026 Equity Contribution Agreement.
- The Certificate of Amendment was filed and became effective in Delaware on September 29, 2026.
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This charter amendment is the key structural step enabling Modine Manufacturing's planned spin-off, converting a 5,000-share shell into a 60-million-share entity sized to match the parent's public
This charter amendment is a standard preparatory step for a spin-off transaction, with Modine Manufacturing (MOD) as the sole stockholder contributing assets to Platinum SpinCo before distribution to Modine shareholders.
The reclassification mechanism ties Platinum SpinCo's share count directly to Modine's outstanding shares, creating structural dependency on the parent's capital decisions.
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