Gentherm Inc SEC Filings

Gentherm Inc. (symbol THRM) filed a notice of proposed sale of common stock. The filing lists 925 shares of common stock to be sold through Merrill Lynch at 1800 K Street NW, Washington, DC, with trading on NASDAQ and a stated date of 08/17/2026.

The notice also details prior common stock issuances to the filer from the issuer under stock plan activity on several dates between 07/10/2022 and 03/21/2025, in amounts ranging from 27 to 260 shares per grant.

Gentherm Incorporated plans a business combination with Modine’s Performance Technologies division (SpinCo) via a Reverse Morris Trust, creating on closing a $2.6 billion revenue company with EBITDA margins above 12% and less than 70% exposure to light vehicles. Gentherm currently generates about $1.5 billion in revenue across thermal and precision flow management, with roughly 90% from automotive and 10% from a $50 million medical business.

Management targets mid-single-digit growth above market and EBITDA margins of 15%+ for both legacy Gentherm and the Modine business, supporting an outlook of $3.5 billion revenue and over $0.5 billion EBITDA by 2030. They project approximately $100 million of cross-selling revenue synergies by 2030 and about $1 billion of cash generation by 2030, with combined leverage of about one turn at closing, supported by $800 million of secured financing.

Gentherm is also expanding into adjacent markets. Home and office comfort is expected to scale from zero to about $100 million revenue by 2028, against a visible TAM above $500 million, while the medical segment, including the new ThermAffyx warming and securement product and the IME acquisition, is projected to grow from $50 million today toward $100–150 million by 2030.

Gentherm Incorporated outlines its business outlook and the proposed combination with Platinum SpinCo Inc., Modine Manufacturing Company’s Performance Technologies business. Gentherm reports 2025 revenue of $1.5B with an 11.7% Adjusted EBITDA margin, supported by automotive, medical and other comfort-focused thermal and pneumatic solutions.

For 2026, Gentherm raises full-year guidance to $1.55B–$1.65B in revenues, $185M–$200M Adjusted EBITDA (~12% of product revenues at the midpoint), and $85M–$100M Adjusted Free Cash Flow, with capex of $45M–$55M. Management targets mid‑to‑high single digit growth over the light vehicle market and modest margin expansion despite footprint-related headwinds.

Modine Performance Technologies’ LTM September 30, 2025 pro forma adjusted revenue is $1,108M, with pro forma Adjusted EBITDA of $123M pre‑synergies and $147M post‑synergies, including $24M of estimated synergies, highlighting the scale of the Proposed Transaction.

Gentherm Incorporated and Modine Manufacturing are advancing a Reverse Morris Trust transaction to combine Modine’s Performance Technologies business with Gentherm. Modine has formed Platinum SpinCo Inc., transferred the Performance Technologies assets to it, and will distribute all SpinCo Common Stock to Modine shareholders in a tax-focused spin-off.

Immediately after the Distribution, Gentherm’s merger subsidiary will merge into SpinCo, leaving SpinCo as a wholly owned Gentherm subsidiary and converting SpinCo shares into Gentherm common stock. The structure targets post‑merger ownership of about 40% for former SpinCo holders and 60% for existing Gentherm shareholders, with an Exchange Ratio that can be increased to ensure former SpinCo holders own at least 50.5% for tax purposes. An illustrative example shows estimated merger consideration of about 20,846,994 Gentherm shares with an indicative value of roughly $882.0 million, and includes a planned $210.0 million SpinCo cash distribution to Modine, subject to adjustment.

Gentherm Incorporated is seeking shareholder approval to issue new Gentherm common shares and amend its articles to increase authorized shares in connection with combining Modine’s Performance Technologies business with Gentherm via a Reverse Morris Trust structure. Modine will transfer the Performance Technologies Business into Platinum SpinCo Inc., distribute all SpinCo shares pro rata to Modine shareholders, then SpinCo will merge with Gentherm’s Merger Sub and become a wholly owned Gentherm subsidiary.

Each SpinCo share will convert into Gentherm shares based on an Exchange Ratio designed so that, on a fully diluted basis after the merger, former SpinCo holders own about 40% of Gentherm and existing Gentherm shareholders about 60%, before considering overlapping holders. To preserve tax-free treatment of Modine’s distribution, the Exchange Ratio may be increased so that former SpinCo holders (including Overlap Shareholders) own at least 50.5% of Gentherm. An illustrative scenario shows estimated aggregate merger consideration of 20,846,994 Gentherm shares with an indicated value of about $882.0 million based on a $42.32 Gentherm share price; actual amounts will depend on variables at closing.

Gentherm Incorporated filed Amendment No. 2 to its Registration Statement on Form S-4 (File No. 333-297224). The amendment is limited in scope and was filed to add new Exhibits 8.2 and 107, relating to a tax opinion from Gibson, Dunn & Crutcher LLP and the filing fee table.

The Form S-4 supports a planned Distribution and Merger involving Gentherm and Modine Manufacturing Company, governed by a Separation Agreement and an Agreement and Plan of Merger dated January 29, 2026. Key ancillary agreements listed include forms of Transition Services, Tax Matters, Intellectual Property Matters, Employee Matters and Trademark Matters Agreements, as well as a Credit Agreement for Platinum SpinCo Inc. The amendment states the remainder of the registration statement is unchanged.

Gentherm Incorporated is seeking shareholder approval to issue new shares of Gentherm common stock and amend its articles of incorporation to increase authorized shares in connection with a Reverse Morris Trust combination with Modine’s Performance Technologies Business.

Modine will contribute the Performance Technologies Business to Platinum SpinCo Inc., receive a cash distribution and a cash transfer, then distribute all SpinCo shares pro rata to Modine shareholders. Immediately afterward, Gentherm’s Merger Sub will merge into SpinCo, making SpinCo a wholly owned Gentherm subsidiary, and SpinCo shares will convert into Gentherm stock at an exchange ratio designed to give former SpinCo holders about 40% and existing Gentherm shareholders about 60% of Gentherm on a fully diluted basis, before any tax-driven adjustments.

The exchange ratio can be increased so former SpinCo holders (including overlapping shareholders) own at least 50.5% of Gentherm, with corresponding reductions to SpinCo’s cash distribution and/or a Gentherm special dividend. Estimated illustrative merger consideration is 20,846,994 Gentherm shares valued at about $882.0 million, subject to final share counts, adjustments and market prices. The Gentherm board unanimously recommends voting “FOR” the share issuance, charter amendment and adjournment proposals.

Gentherm Inc executive Wayne S. Kauffman III, SVP and General Counsel, reported selling 4,700 shares of Common Stock on 2026-07-29. The sale was a non-derivative open-market or private transaction at a weighted average price of $43.21 per share, with individual trade prices ranging from $43.15 to $43.43. Following these transactions, he directly owns 27,421 shares of Gentherm common stock.