Gentherm updates $550M revolving credit facility

Gentherm Incorporated entered into a Third Amended and Restated Credit Agreement providing a $550 million secured five-year revolving credit facility with Bank of America and a syndicate of lenders.

Rhea-AI Filing Summary

Gentherm Incorporated entered into a Third Amended and Restated Credit Agreement providing a $550 million secured five-year revolving credit facility with Bank of America and a syndicate of lenders. The facility includes a $50 million swing line loan sublimit and a $30 million letter of credit sublimit, guaranteed by certain domestic and foreign subsidiaries and secured by substantially all assets of the U.S. borrowers and guarantors.

Borrowings bear interest at term SOFR, CORRA, EURIBOR or SONIA plus a margin of 1.125%–2.000% per year, or at a base rate plus 0.125%–1.000%, in each case based on Gentherm’s consolidated net leverage ratio. A commitment fee of 0.150%–0.250% per year applies to unused commitments. The agreement includes customary covenants, financial ratio tests and events of default.

The filing also describes ongoing work on a proposed transaction among Gentherm, Modine Manufacturing and SpinCo, referencing a Form S‑4 registration statement and an expected Form 10 for SpinCo, and includes standard proxy, solicitation and forward‑looking statement disclosures.

Insights

Corporate credit and capital structure analyst

Gentherm renews a sizable $550M secured revolving credit line on updated terms.

The amended and restated credit agreement gives Gentherm and key subsidiaries access to a $550 million secured five-year revolving facility with swing line and letter of credit sublimits. Pricing is tied to the consolidated net leverage ratio using benchmark rates like SOFR or a base rate.

Covenants include limits on additional debt, liens, investments and distributions, plus requirements to maintain minimum interest coverage and maximum net leverage. These features are typical for syndicated corporate credit and aim to balance lender protection with operating flexibility.

Separately, the text outlines the planned transaction with Modine and SpinCo, including Form S‑4 and Form 10 filings and extensive forward‑looking statement language. The ultimate impact depends on future closing conditions, regulatory approvals and execution, which will be detailed in subsequent SEC materials.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving Credit Facility Size: $550 million Swing Line Sublimit: $50 million Letter of Credit Sublimit: $30 million +3 more

6 metrics

Revolving Credit Facility Size $550 million Secured five-year revolving credit facility for Gentherm and borrowers

Swing Line Sublimit $50 million Sublimit for swing line loans under the revolving facility

Letter of Credit Sublimit $30 million Sublimit for issuance of letters of credit

SOFR/Benchmark Rate Margin 1.125%–2.000% per annum Interest margin over term SOFR, CORRA, EURIBOR or SONIA

Base Rate Margin 0.125%–1.000% per annum Interest margin over base rate for borrowings

Commitment Fee Range 0.150%–0.250% per annum Quarterly fee on unused revolving commitments

Key Terms

Third Amended and Restated Credit Agreement, revolving credit facility, consolidated net leverage ratio, proxy statement/prospectus, +1 more

5 terms

Third Amended and Restated Credit Agreement financial

"entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders party thereto"

revolving credit facility financial

"The Credit Agreement provides for a $550 million secured five-year revolving credit facility (the “Revolving Credit Facility”)"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

consolidated net leverage ratio financial

"based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time"

The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.

proxy statement/prospectus regulatory

"includes a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gentherm (THRM) change in its credit facility on June 29, 2026?

Gentherm entered a Third Amended and Restated Credit Agreement providing a $550 million secured five-year revolving credit facility. It replaces the prior 2022 agreement and updates lenders, covenants, guarantees and pricing tied to Gentherm’s consolidated net leverage ratio and benchmark interest rates.

How large is Gentherm’s new revolving credit facility and what sublimits apply?

The new revolving credit facility totals $550 million for Gentherm and its borrower subsidiaries. It includes a $50 million sublimit for swing line loans and a $30 million sublimit for letters of credit, offering multiple short-term funding and trade finance options under one syndicated agreement.

What interest rates and fees apply under Gentherm’s amended credit agreement?

Borrowings accrue interest at term SOFR, CORRA, EURIBOR or SONIA plus 1.125%–2.000% or at a base rate plus 0.125%–1.000%, depending on leverage. Gentherm also pays a quarterly commitment fee between 0.150% and 0.250% on unused revolving commitments under the facility.

Which Gentherm entities guarantee or secure obligations under the new credit facility?

Obligations are unconditionally guaranteed by certain wholly owned domestic subsidiaries and secured by substantially all assets of the U.S. borrowers and guarantors. German borrowers and certain other foreign subsidiaries guarantee obligations of non‑U.S. loan parties, subject to customary exceptions and local-law constraints.

How is the proposed Gentherm, Modine and SpinCo transaction described in this 8-K?

The text describes a proposed transaction involving Gentherm, Modine and SpinCo, referencing a Form S-4 registration statement and a forthcoming Form 10 for SpinCo. It emphasizes that investors should read proxy and information statement/prospectus documents when available, and includes extensive forward-looking statement cautions.

What financial covenants are included in Gentherm’s Third Amended and Restated Credit Agreement?

The agreement requires Gentherm to maintain a minimum consolidated interest coverage ratio and a maximum consolidated net leverage ratio. It also imposes customary restrictions on liens, additional indebtedness, investments, dispositions, restricted payments and affiliate transactions, with standard events of default and lender remedies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 08:16 AM Learn about SEC filing dates

Gentherm Inc false 0000903129 0000903129 2026-06-29 2026-06-29

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): June 29, 2026

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, MI		48377
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 348-9735

Former name or former address, if changed since last report: N/A

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 1.01 Entry into a Material Definitive Agreement.

Third Amended and Restated Credit Agreement

On June 29, 2026, Gentherm Incorporated, a Michigan corporation (“Gentherm”), together with its direct and indirect subsidiaries Gentherm (Texas), Inc., a Texas corporation (“Gentherm Texas”), Gentherm Medical, LLC, an Ohio limited liability company (“Gentherm Medical” and, together with Gentherm and Gentherm Texas, the “US Borrowers”), Gentherm GmbH, a German limited liability company (“Gentherm Germany”), and Gentherm Präzision SE, a European public limited-liability company (Societas Europaea) having its corporate seat in Germany (together with Gentherm Germany, the “German Borrowers”; the German Borrowers, together with the US Borrowers, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. The Credit Agreement amends and restates in its entirety the Second Amended and Restated Credit Agreement, dated as of June 10, 2022, as amended, by and among Gentherm, certain of its direct and indirect subsidiaries as borrower , the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.

The Credit Agreement provides for a $550 million secured five-year revolving credit facility (the “Revolving Credit Facility”) for the Borrowers, with a $50 million sublimit for swing line loans and a $30 million sublimit for the issuance of letters of credit.

The obligations under the Credit Agreement are unconditionally guaranteed by certain of Gentherm’s wholly-owned domestic subsidiaries, subject to customary exceptions, and are secured by substantially all of the assets of the US Borrowers and such guarantors, subject to customary exceptions. The German Borrowers and certain other foreign subsidiaries guarantee the obligations of the non-U.S. loan parties under the Credit Agreement.

Borrowings under the Revolving Credit Facility bear interest, at the Borrowers’ option, at either (i) term SOFR, the term CORRA rate, EURIBOR or SONIA (depending on the currency of the borrowing) plus a margin in a range of 1.125% to 2.000% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time) or (ii) the base rate plus a margin in a range of 0.125% to 1.000% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time). The Borrowers also pay a commitment fee with respect to the Revolving Credit Facility on a quarterly basis at a rate in a range of 0.150% to 0.250% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time).

The Credit Agreement contains customary affirmative and negative covenants, including restrictions on liens, investments, indebtedness, fundamental changes, dispositions, restricted payments, changes in nature of business, transactions with affiliates, burdensome agreements, use of proceeds, amendments of organizational documents, material IP rights, accounting changes, prepayments of junior indebtedness, sanctions and anti-corruption laws. The Credit Agreement also requires that Gentherm maintain a minimum consolidated interest coverage ratio and a maximum consolidated net leverage ratio. The Credit Agreement additionally contains customary events of default.

The foregoing description of the Credit Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1		Third Amended and Restated Credit Agreement, dated as of June 29, 2026, by and among Gentherm Incorporated, Gentherm (Texas), Inc., Gentherm Medical, LLC, Gentherm GmbH and Gentherm Präzision SE, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.(1)
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

⁽¹⁾ Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Gentherm agrees to furnish any omitted schedules or exhibits upon the request of the Securities and Exchange Commission. A list of the omitted schedules and exhibits to this agreement is set forth in the agreement.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K 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 of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction among Gentherm, Modine Manufacturing Company (“Modine”) and Modine’s Performance Technologies business (“SpinCo”) (the “Proposed Transaction”), the parties have filed relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 filed by Gentherm on July 2, 2026 (the “Form S-4”) that includes 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 such relevant materials will also include 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 Solicitation

Gentherm 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 its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 19, 2026, and its proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026 and supplemented on April 10, 2026. 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 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 Statements

This Current Report on Form 8-K includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act, including statements regarding the Proposed Transaction among Gentherm, Modine and SpinCo. These forward-looking statements generally are identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the Proposed Transaction, the ability of the parties to complete the Proposed Transaction, the expected benefits of the Proposed Transaction, including future financial and operating results, anticipated strategic benefits of the Proposed Transaction, the amount and timing of synergies from the Proposed Transaction, the tax consequences of the Proposed Transaction, the terms and scope of the expected financing in connection with the Proposed Transaction, the aggregate amount of indebtedness of the combined company following the closing of the Proposed Transaction, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Proposed Transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained; (2) the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the Proposed Transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction; (5) failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Proposed Transaction; (10) the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Proposed Transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk

factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Proposed Transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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.

Date: July 2, 2026

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 972.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB