Platinum SpinCo, Inc. filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on September 29, 2026. The filing amends Article IV of the company’s charter to authorize a significant increase in authorized shares of common stock.
Prior to the amendment, Article IV authorized the Company to issue 5,000 shares of Common Stock, with a par value of $0.001 per share. The amended Section 4.1 now authorizes the Company to issue 60,000,000 shares of Common Stock, also with a par value of $0.001 per share.
Section 4.2 of the amended Article IV outlines the mechanism for converting existing shares. Effective upon the filing of the Certificate of Amendment, all shares of Common Stock issued and outstanding immediately prior to that time were automatically reclassified and converted into an aggregate number of shares equal to the number of shares of Modine Manufacturing Company common stock held by Platinum SpinCo as of the close of business on September 28, 2026. This calculation excludes shares held by Modine as treasury stock or held by Modine’s subsidiaries. The conversion is subject to an adjustment for up to 2,000 shares of Common Stock that may be issued to Modine under an Equity Contribution Agreement dated September 28, 2026, to the extent those shares have not already been issued.
