[8-K] Gentherm Inc Reports Material Event

Rhea-AI Filing Summary

On 24 Jul 2025, KB Financial Group (KB) filed a Form 6-K disclosing board approval of a ₩660 bn treasury‐share buyback via a trust agreement with Hana Securities. The programme runs from 24 Jul 2025 to 9 Jan 2026 and is calculated to acquire up to 5,724,197 common shares at the prior-day closing price of ₩115,300. KB already holds 17.31 m treasury shares (4.54% of outstanding).

Key terms

• Purpose: enhance shareholder return and corporate value; shares are slated for cancellation within one year after the trust ends.
• Total contract amount represents c.66% of the ₩999.2 bn headroom allowed under Korean Commercial Code after dividends and prior repurchases.
• Funding source: profits available for dividends—no new debt announced.
• Counterparty: Hana Securities Co., Ltd.

The action signals management confidence in capital strength and should be EPS-accretive if executed as planned. No earnings or guidance updates were provided.

Positive

• ₩660 bn share buyback demonstrates commitment to shareholder returns and should be EPS-accretive.
• Shares earmarked for cancellation within one year, permanently shrinking share count.
• Programme utilises existing retained earnings, avoiding additional leverage.

Negative

• Reduces dividend-eligible profits, marginally limiting future cash dividend capacity.
• Buyback size and cost are subject to market price fluctuations, creating execution risk.

Insights

Equity Analyst

TL;DR: ₩660 bn buyback boosts EPS, uses existing capital, modest impact on dividends; overall positive for KB shareholders.

The buyback equals roughly 1.5–2% of KB’s current market cap (exact cap not disclosed here) and removes up to 5.7 m shares, supporting per-share metrics and ROE. Execution through a six-month trust reduces market-timing risk and signals disciplined capital management. KB retains ₩339 bn of legal capacity for further capital returns, so ordinary dividends should remain serviceable, albeit with slightly less buffer. Rating agencies typically view moderate, profit-funded buybacks as neutral given Korean banks’ strong CET1 ratios. I therefore assign a positive, but not transformative impact rating.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

GENTHERM INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Michigan			0-21810	95-4318554
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
28875 Cabot Drive
Novi, Michigan				48377
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 348-9735

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		THRM		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 24, 2025, Gentherm Incorporated (the “Company”) publicly announced its financial results for the second quarter of 2025 and updated 2025 guidance. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 24, 2025 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the second quarter of 2025 financial results and provide an update on its full year 2025 guidance.

A copy of the supplemental materials that will be used during the conference call can be accessed on the Events page of the Investors section of the Company’s website at www.gentherm.com. The content of the Company’s website is not incorporated herein by reference.

The information in Items 2.02 and 7.01 herein and the attached exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1		Company news release dated July 24, 2025 concerning financial results and guidance
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENTHERM INCORPORATED
	By:		/s/ Wayne Kauffman
			Wayne Kauffman
			Senior Vice President, General Counsel and Secretary
Date: July 24, 2025

FAQ

How large is KB Financial's new share buyback programme?

The board approved a ₩660 bn trust agreement to repurchase shares.

How many KB shares are expected to be repurchased?

Up to 5,724,197 common shares based on the reference price of ₩115,300.

What is the duration of the buyback trust agreement?

From 24 Jul 2025 to 9 Jan 2026.

What will KB Financial do with the repurchased shares?

The filing states the shares are expected to be cancelled within one year after the trust period ends.

How many treasury shares does KB already hold?

KB holds 17,310,128 shares, representing 4.54 % of shares outstanding.

What is the legal limit for additional buybacks under Korean law?

After this resolution, KB still has ₩339.2 bn in remaining capacity (₩999.2 bn limit minus ₩660 bn contract).