Gentherm (THRM) proposes deal to combine with Modine’s Performance Technologies; $2.6B scale

Rhea-AI Filing Summary

Gentherm Incorporated posted a presentation outlining a proposed business combination to acquire Modine Manufacturing Company’s Performance Technologies business (SpinCo) via a transaction with Modine and a planned Form S-4 and SpinCo Form 10 filing.

The slides show a combined $2.6B thermal and flow management business, Modine Performance pro forma revenue of $1,129M (reported) and a pro forma adjusted EBITDA bridge to $147M after estimated synergies. The presentation states initial revenue from certain initiatives is expected in 2026 and cites a target net leverage of <1.0x.

Insights

M&A Strategist

Transaction frames a scale play combining thermal and flow management businesses.

The presentation describes a proposed business combination between Gentherm and Modine’s Performance Technologies (SpinCo) with regulatory filings planned: a Form S-4 by Gentherm and a Form 10 by SpinCo. It presents a combined scale metric of $2.6B.

Key dependencies include completion of the proxy/registration process and realization of the estimated $24M in synergies shown on the pro forma bridge to a post-synergy adjusted EBITDA of $147M. Timing and shareholder approvals will determine next steps; timing details are not specified in the provided excerpt.

Financial Analyst

Pro forma financials show material EBITDA uplift after synergies but incorporate several adjustments.

Modine Performance’s reported revenue of $1,129M and adjusted EBITDA of $152M are shown with pro forma adjustments leading to a pre-synergy adjusted EBITDA of $123M and post-synergy of $147M. The slides list pro forma adjustments and estimated incremental corporate costs separately.

Management highlights initial 2026 revenue initiatives and a target net leverage of <1.0x. Subsequent filings (Form S-4/Form 10) will provide detailed bridge assumptions, estimated costs, and cash-flow treatment.

Filed by Gentherm Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule14a-12

under the Securities Exchange Act of 1934

Subject Company: Gentherm Incorporated

Commission File No.:000-21810

The following presentation was publicly posted by Gentherm Incorporated (“Gentherm”) on its website (https://gentherm.gcs-web.com) in connection with its fourth quarter and full year 2025 financial results conference call held on February 19, 2026. The presentation contains information regarding the proposed business combination between Gentherm and Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Company (“Modine”).

2025 Fourth Quarter and Full Year ResultsFebruary 19, 2026Proprietary © Gentherm

DisclaimerNO OFFER OR SOLICITATIONThis presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law. Additional Information and Where to Find It In connection with the proposed transaction (the “Proposed Transaction”) among Gentherm, Modine Manufacturing Company (“Modine”) and Modine’s Performance Technologies business (“SpinCo”), the parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, Modine or SpinCo through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.” Participants in the SolicitationGentherm and Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm’s shareholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.Cautionary Statement Regarding Forward-Looking StatementsExcept for historical information contained herein, statements in this presentation are forward-looking statements that are made by Gentherm Incorporated (the “Company”) pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that address future operating, financial or business performance or strategies or expectations are forward-looking statements. The forward-looking statements included in this presentation are made as of the date hereof or as of the date specified herein and are based on management’s reasonable expectations and beliefs. In making these statements we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments, third party information and projections from sources that management believes to be reputable, as well as other factors we consider appropriate under the circumstances. Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its strategies or expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The forward-looking statements are subject to a number of significant assumptions, risks, uncertainties (some of which are out of our control) and other factors that may cause actual results or performance to differ materially from that expressed or implied by such statements. For a discussion of these risks and uncertainties and other factors, please see the Company’s earnings release (dated February 19, 2026), most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission, including “Risk Factors.” In addition, the business outlook discussed in this presentation does not include the potential impact of any business combinations, acquisitions, divestitures, strategic investments and other significant transactions that may be completed after the date hereof, each of which may present material risks to the Company’s future business and financial results. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time.Proprietary © Gentherm 2

Transforming Gentherm with UrgencygSecuring profitable revenue growth in attractive target end marketsg Cultivating a continuous improvement culture that drives operational excellence and expands marginsg Increasing focus on cash generation and asset utilizationg Executing on M&A funnel investing for growthExecuting on strategic framework to build a more resilient GenthermProprietary © Gentherm 3

Reigniting Gentherm’s Growth Trajectory+ Performance Technologies Organic growth initiatives gaining traction Home & Office Transformational combination creates a $2.6B thermal and flow management leader positioned for growth ✓ Selected as supplier by multiple leading furniture brands in 2025 Revenue Mix by End Market ✓ Rapid time to revenue with 3% production starting in Q1 202637%✓ Quickly established strategic partnerships to meet growing Light Vehicle wellness trends63% Non-Light Vehicle Medical97% ✓ Launching integrated patient warming and securement system✓ Dramatically shifts exposure towards attractive end markets✓ First new product on roadmap ✓ Clear value creation with identified cost synergies and compelling leveraging automotive IP commercial opportunities✓ Initial revenue expected in 2026 ✓ Maintain strong financial position with net leverage of <1.0x with meaningful revenue contribution in coming yearsTaking bold, decisive actions to position Gentherm for sustainable, profitable growth Proprietary © Gentherm 4Note: Financial figures represent LTM (Sep.) 2025 metrics. Modine Performance Technologies figures include pro forma adjustments. Refer to reconciliations in Appendix.

Confident in Path to Improved Financial Performance($M)25A-27E CAGR THRM ~6%+23A-25A CAGR LVP ~0%THRM ~1% Key DriversLVP ~1% ~$1,700✓ Revenue growth accelerating into 2027 $1,550 $1,499 + Strong automotive launch activityRevenue $1,469 $1,456+ Adjacent market pursuits gaining traction12.6% + New medical product entering marketAdj. EBITDA ✓ Margin expansion foundation in place Margin 12.3%11.7% + Footprint transitions on track for completion by 2027+ Improved margins on pneumatics new program launches+ Leveraging scale as growth accelerates+ Improved mix as adjacent and medical businesses grow 2023 2024 2025 2026 2027Well-positioned to deliver meaningful revenue growth and margin expansionProprietary © Gentherm 5Note: LVP = light vehicle production according to S&P Global report, 2026 represents mid-point of revenue guidance, 2027 represents preliminary revenue outlook

2025 Full Year Highlights4Q 2025g Secured strategic wins with Ford F-Series & conquest AutomotiveMercedes-Benz, while driving increased adoption and New Business $485M $2.2BAwards penetration of innovative solutionsProduct g Record annual revenue driven by Automotive Climate $383M $1.5B and Comfort Solutions growth over marketRevenuesg Margins impacted by temporary headwinds from Adjusted footprint actions and dilution/timing of tariffs10.6% 11.7% EBITDA Marging Operational excellence initiatives contributed to strong Operating cash generation in the year$29M $117MCash FlowIncreased financial rigor and focus on cash generation in the yearProprietary © Gentherm 6

2026 Guidance & 2027 Preliminary Revenue Outlook As of Feb 2026 CommentsProduct • ~3% growth (ex-fx) with industry light vehicle production declining ~(1%)Revenues $1.5B – $1.6B• Mid-single digit growth over marketAdjusted $175M – $195M • Margin expansion of ~30 bps year-over-year 2026 EBITDA ~12% • Footprint actions ~60 bps drag on margins Adjusted • Sequentially lower Capex of $45M – $55M$80M – $100MFree Cash Flow • Adjusted Free Cash Flow Conversion rate of ~50%Product • High single digit growth year-over-year with industry light vehicle ~$1.7B2027 Revenues production increasing low single digit v 2026 guidance based on tariffs currently in effect as of today, our current forecast of customer orders and expectations of near-term conditions, light vehicle production in our relevant markets decreasing at a low single digit rate for full year 2026 versus 2025, and a EUR to USD exchange rate of $1.16/Euro. Assumes an effective tax rate of ~30%. Does not reflect any impact from the planned combination with Modine Performance Technologies. v The Company has not reconciled the non-GAAP forward-looking guidance included in this presentation to the most directly comparable GAAP financial measure due to the inherent difficulty of forecasting the timing and amount of certain items, such as taxes and non-recurring items, which cannot be done without unreasonable effort. *At the mid-point of guidance Proprietary © Gentherm 7

Gentherm to Combine with Modine Performance TechnologiesAccelerates Gentherm’s strategic progress by building scale in thermal management solutions and expanding its technologies and capabilities in precision flow managementCreates strong commercial opportunities across blue-chip customer bases given complementary overlap between Gentherm’s advanced product portfolio and technologies Performance and Modine Performance Technologies’ mission-critical engineered solutionsTechnologiesEstablishes stronger foundation for continued growth with approximately one-third of pro forma revenue from attractive power generation, commercial vehicle, and heavy-duty Reverse Morris Trust (RMT) Transaction1 equipment end markets$2.6B 13% Benefits from shared focus on operational excellence, leveraging Gentherm’s culture of operational excellence with Modine Performance Technologies’ well-established Revenue Adj. EBITDA Margin (Post-synergy) operating system $322M ~1.0x Delivers ~$25 million in identified annual cost synergies and incremental commercial Adj. EBITDA Net Leverage opportunities through cross-selling, product integration, and entrance into new global (Post-synergy) markets, providing clear path to mid-teens Adjusted EBITDA margins60% 40% Generates a compelling financial profile with strong cash flow generation and modest Gentherm Shareholders Modine Shareholders financial leverage, allowing capital allocation flexibilityTransaction expected to close by end of 20261. Intended to be tax-free for Modine and Modine shareholders for U.S. federal income tax purposes. Expected ownership of 60% / 40% is subject to adjustment.Proprietary © Gentherm 8Note: Financial figures represent LTM (Sep.) 2025 metrics. Modine Performance Technologies figures include pro forma adjustments. Refer to reconciliations in Appendix.

Significant Value Creation OpportunitiesIdentified and Modeled Synergies~$25M Driven by cost optimization & operational efficienciesAnnual Cost Synergies Purchasing Logistics OverheadIncremental Commercial Opportunities g $100M+ Pipeline IdentifiedProduct Cross-Selling Product Integration New Global MarketsPerformance Performance Technologies TechnologiesHuman-Centric Commercial Vehicle (CV) & Extensive Valve Heat Exchangers Solutions Heavy-Duty End Markets TechnologyUnlocking new opportunities for Integrating Gentherm’s leading Accelerating Gentherm’s global expansion Gentherm’s product portfolio valve technologies by leveraging Modine’s footprintProprietary © Gentherm 9

Unlocking Growth and Margin Expansion $100M+ $3.5B+$3.4B$2.6B + Cross-selling+ Product integration%) + New global markets+ Power Gen accelerationAPerformance Technologies + Converting automotive awards EBITD + CV & Heavy-Duty recovery Revenue(Adj + Climate & Comfort adjacencies+ Medical new product launchesMid to High Teens 13% Adj EBITDA 15% Adj EBITDA Adj EBITDA2025 Organic / Market 2030 Commercial 2030 Proforma Opportunity Base Case Synergies Opportunity$ Footprint / Efficient Favorable Adj $322M Volume Operational Cost Product $525M+ EBITDA Efficiencies Structure MixExpected to grow high-single digit organically through 2030 with earnings potential exceeding $0.5BProprietary © Gentherm 10Note: Financial figures represent LTM (Sep.) 2025 metrics. Modine Performance Technologies figures include pro forma adjustments. Refer to reconciliations in Appendix.

Why Gentherm?Innovative leader uniquely positioned for Continuous improvement mindset to drive Strong financial position with ability profitable growth driven by scalable margin expansion and solid cash flow to efficiently deploy capital and drive technology platforms and broad market conversion shareholder value applications Accelerating value-creation actions to deliver enhanced shareholder returns Proprietary © Gentherm 11

AppendixProprietary © Gentherm

Use of Non-GAAP Financial MeasuresIn addition to the results reported herein in accordance with GAAP, the Company has provided here or may discuss on the related conference call adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”);Adjusted EBITDA margin; adjusted earnings per share (“Adjusted earnings per share” or “Adjusted EPS”); Quarter-to-date Operating Cash Flow; Free Cash Flow; Adjusted Free Cash Flow; Adjusted Free Cash Flow Conversion rate; net capital expenditures (“net CAPEX”); Net Debt; liquidity; Net Leverage Ratio (“Net Leverage”); revenue, segment revenue and product revenue excluding foreign currency translation and other specified gains and losses; adjusted operating expenses; Pro Forma Revenue; Pro Forma Adjusted EBITDA; and Pro Forma Adjusted EBITDA Margin, each a non-GAAP financial measure. See the Company’s earnings release dated February 19, 2026, for the definitions of each non-GAAP financial measure, information regarding why the Company utilizes such non-GAAP measures as supplemental measures of performance or liquidity, and their limitations, and for certain reconciliations of GAAP to non-GAAP historical financial measures.Proprietary © Gentherm 13

2025 Full Year Financial ReviewRevenue Adjusted EBITDA Operating Cash Flow$1.5B $175M $117M+1.8% ex-FX 11.7% margin +7% vs. PY $1,456 $1,499 $182.9 $174.8 $117 $110 12.6% 11.7%2024 2025 2024 2025 2024 2025• Automotive Climate and Comfort • Temporary headwinds from footprint • Net leverage reduced to ~0.2x Solutions up 5.8% ex-FX vs. PY actions and dilution/timing of tariffs• Net capex spend down ~$13M vs PY • Planned exits in Other Automotive • Higher material costs, including mix, with continued focus on driving higher drove (~$28M) of expected declines partially offset by operating leverage utilizationFigures are presented in $ millions and % of revenue, except where noted Proprietary © Gentherm 14

Select Income Statement DataThree Months Ended December 31 Twelve Months Ended December 31(Dollars in thousands, except per share data) 2025 2024 2025 2024Product Revenues $ 382,788 $ 352,914 $ 1,498,602 $ 1,456,124 Automotive 368,889 338,834 1,448,826 1,406,278 Medical 13,899 14,080 49,776 49,846 Gross Margin 90,801 86,104 362,176 366,431 Gross Margin % 23.7% 24.4% 24.2% 25.2% Operating Expenses 73,029 62,463 279,476 259,416 Operating Income 17,772 23,641 82,700 107,015 Adjusted EBITDA 40,574 41,374 174,819 182,892 Adjusted EBITDA Margin 10.6% 11.7% 11.7% 12.6% Diluted EPS - As Adjusted $ 0.49 $ 0.29 $ 2.27 $ 2.33Proprietary © Gentherm 15

Select Balance Sheet Data(Dollars in thousands) December 31, 2025 December 31, 2024Cash and Cash Equivalents $ 160,833 $ 134,134 Total Assets 1,396,429 1,247,556 Debt 189,073 220,201 Current 73 137 Non-Current 189,000 220,064 Revolving LOC Availability 307,935 280,000Total Liquidity 468,768 414,134 Proprietary © Gentherm 16

Reconciliation of Adjusted EBITDA and Adjusted EBITDA MarginThree Months Ended December 31 Twelve Months Ended December 31(Dollars in thousands) 2025 2024 2025 2024Net Income $ 2,987 $ 15,321 $ 18,285 $ 64,947 Add Back: Depreciation and Amortization 13,783 12,587 52,903 51,329 Income Tax Expense 7,346 20,787 17,550 37,318 Interest Expense, net 2,900 3,344 13,811 15,300 Adjustments: Non-Cash Stock-Based Compensation 1,731 98 12,300 10,432 Restructuring Expenses, net 1,868 768 12,476 13,110 Unrealized Currency (Gain) Loss (95) (16,970) 30,254 (10,719) Merger and acquisition Expenses 5,706 – 6,563 –Leadership Transition Expenses 834 3,802 3,769 3,802 Loss on Sale of Land and Building, net – – 2,196 –Impairment of Intangible Assets and Property and Equipment – 1,971 – 2,501 Non-Automotive Electronics Inventory Benefit – (103) – (4,554) Other loss (gain) 3,514 (231) 4,712 (574) Adjusted EBITDA 40,574 41,374 174,819 182,892 Product Revenues 382,788 352,914 1,498,602 1,456,124 Net Income Margin 0.8% 4.3% 1.2% 4.5% Adjusted EBITDA Margin 10.6% 11.7% 11.7% 12.6%Proprietary © Gentherm 17

Reconciliation of Adjusted EPSThree Months Ended December 31 Twelve Months Ended December 312025 2024 2025 2024Diluted EPS—As Reported $ 0.10 $ 0.49 $ 0.59 $ 2.06 Non-Cash Purchase Accounting Impacts 0.05 0.05 0.21 0.20 Restructuring Expenses, net 0.06 0.02 0.40 0.42 Unrealized Currency (Gain) Loss – (0.55) 0.98 (0.34) Merger and acquisition Expenses 0.18 – 0.21 –Leadership Transition Expenses 0.03 0.12 0.12 0.12 Loss on Sale of Land and Building, net – – 0.07 –Impairment of Intangible Assets and Property and Equipment – 0.06 – 0.08 Non-Automotive Electronics Inventory Benefit – – – (0.14) Other loss (gain) 0.11 (0.01) 0.15 (0.02) Tax Effect of Above (0.04) 0.10 (0.48) (0.05) Rounding – 0.01 0.02 –Diluted EPS—As Adjusted 0.49 0.29 2.27 2.33Proprietary © Gentherm 18

Reconciliation of Financial FiguresModine Performance TechnologiesLTM September 30,(Dollars in millions) 2025 Reported Revenue $1,129Less: Pro Forma Adjustments (21)Pro Forma Adjusted Revenue $1,108Adjusted EBITDA as per Modine Reporting $152Less: Pro Forma Adjustments (11) Less: Estimated Incremental Corporate Costs & Other Adjustments (19)Pro Forma Adjusted EBITDA (pre-synergies) $123Plus: Estimated Synergies 24Pro Forma Adjusted EBITDA (post-synergies) $147GenthermLTM September 30,(Dollars in millions) 2025 Revenue $1,469 Adjusted EBITDA $176Proprietary © Gentherm 19Note: Pro forma represents normalization adjustments to reflect latest business structure and go-forward operational alignment. Stock-based compensation included within Modine Performance Technologies financials.

FAQ

What transaction does Gentherm (THRM) describe in this presentation?

Answer: Gentherm outlines a proposed business combination with Modine’s Performance Technologies (SpinCo), to be effected via a Form S-4 and a Form 10 filing. The materials will include a proxy statement/prospectus and an information statement/prospectus for the spin-off.

How large is the combined business cited in Gentherm’s slides?

Answer: The presentation describes a combined thermal and flow management leader sized at $2.6B. It also shows Modine Performance reported revenue of $1,129M for the referenced period.

What pro forma EBITDA impact does the presentation show?

Answer: Modine Performance reported adjusted EBITDA of $152M; pro forma adjustments produce a pre-synergy adjusted EBITDA of $123M and a post-synergy adjusted EBITDA of $147M, including estimated synergies of $24M.

When does Gentherm expect initial revenue from the combined initiatives?

Answer: The slides state initial revenue is expected in 2026. The presentation links that timing to product launches and integration activities described in the roadmap.

What leverage target does Gentherm cite in the presentation?

Answer: The presentation references a target net leverage of <1.0x. The slides present this as a financial position goal tied to meaningful future revenue contributions.