Gentherm Inc.'s SEC filings document the operating results, governance, and capital-structure disclosures of a public thermal management and pneumatic comfort technology company. Recent 8-K reports cover material events, material agreements, shareholder voting matters, financial results, risk-factor updates, and medical-device regulatory disclosures tied to the company's automotive and medical businesses.
Proxy materials describe board and governance matters, executive compensation, shareholder voting procedures, and equity-related disclosures. The filing record also reflects how Gentherm reports its Automotive and Medical operations, including product categories such as Climate Control Seats, Climate Control Interiors, Lumbar and Massage Comfort Solutions, Valve Systems, battery performance solutions, and patient temperature management systems.
Gentherm Inc (THRM) completed the combination of Modine Manufacturing Company's Performance Technologies business on October 1, 2026. SpinCo became Gentherm's wholly owned subsidiary under the name Modine Global, Incorporated. Modine distributed one SpinCo share per Modine share held as of September 28; each SpinCo share converted into 0.44619 Gentherm shares. Gentherm issued 23,735,961 shares, and former Modine shareholders held approximately 43.62% of Gentherm's outstanding shares, without accounting for overlapping shareholder ownership.
The unaudited pro forma results show product revenues of $1,374.553 million and net income attributable to Gentherm of $10.230 million, or $0.19 per diluted share, for the six months ended June 30, 2026. For 2025, pro forma product revenues were $2,611.420 million and net loss attributable to Gentherm was $66.052 million, or a loss of $1.22 per diluted share. Gentherm paid a $63.5 million special dividend ($2.07 per share) on October 7, 2026, to shareholders of record September 28, 2026. The pro forma information excludes potential synergies and does not reflect integration costs that may be incurred after completion; the purchase-price allocation remains preliminary.
Gentherm Inc director Paul Anthony Mascarenas acquired 2,677 shares of Restricted Common Stock on October 1, 2026. The shares were granted under the 2023 Equity Incentive Plan as compensation for serving on Gentherm's Board of Directors. After the award, he directly held 2,677 shares.
Gentherm Inc (THRM) is named in a Form 3 identifying director Paul Anthony Mascarenas as a reporting person. The remarks note an attached Power of Attorney.
Gentherm completed its combination with Modine Manufacturing’s Performance Technologies business on October 1, 2026. Modine distributed SpinCo shares pro rata; each SpinCo share converted into 0.44619 Gentherm common shares, and Gentherm issued 23,735,961 shares. Former Modine shareholders held approximately 43.62% of Gentherm’s outstanding shares after closing, while prior Gentherm shareholders held approximately 56.38%, excluding overlapping ownership.
SpinCo borrowed $250 million under a delayed draw term loan facility and distributed $156 million to Modine, which used it to repay debt. Gentherm declared a special cash dividend of $2.07 per share, totaling $63,500,492, payable October 7, 2026, to holders of record September 28, 2026. Gentherm and certain domestic subsidiaries guaranteed the loan.
Unaudited carve-out results for Performance Technologies for the quarter ended June 30, 2026 showed net sales of $277.8 million versus $285.5 million and net earnings attributable to the Company of $15.6 million versus $11.8 million. Net cash provided by operating activities was $6.5 million versus $27.7 million. Gentherm increased authorized common shares from 55 million to 110 million and appointed Paul Mascarenas to its board, expanding it from nine to 10 members.
Gentherm Inc (THRM) reported that shareholders overwhelmingly approved key proposals needed to complete the Reverse Morris Trust combination with Modine’s Performance Technologies business. Investors backed the issuance of Gentherm common shares under the Merger Agreement and an amendment increasing authorized common stock.
Approximately 29,142,794 shares, or 94.8% of shares entitled to vote, were represented at the special meeting. The share issuance proposal received 28,125,535 votes for, and the charter amendment received 28,950,597 votes for, satisfying required approval thresholds. With shareholder and required regulatory approvals, including an IRS Private Letter Ruling on tax matters, the transaction is currently expected to close on October 1, 2026, subject to remaining customary conditions. Management states the combined business is expected to support higher-growth, higher-margin thermal and precision flow management operations across multiple end markets.
Gentherm Inc (THRM) insider Nicholas Breisacher, Chief Accounting Officer, reported selling 925 shares of common stock on 2026-08-17 at $43.21 per share in an open market or private transaction. Following this sale, he directly holds 4,864 shares of Gentherm common stock.
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.