Every 8-K that Gentherm Inc (THRM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow THRM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full THRM filings page.
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 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 Incorporated reported record second-quarter 2026 product revenues of $416.2 million, up 11.0% year over year, with Automotive Climate and Comfort Solutions growing 14.1%. Net income rose to $4.4 million and diluted EPS to $0.14, while adjusted EBITDA reached $48.8 million, or 11.7% of revenue. Adjusted diluted EPS increased to $0.75.
Management raised full-year 2026 guidance to product revenues of $1.55–$1.65 billion, adjusted EBITDA of $185–$200 million, and adjusted free cash flow of $85–$100 million. Cash flow from operations for the first half was $2.3 million, down from $31.7 million a year earlier, primarily due to restructuring and merger and acquisition expenses. Liquidity stood at $502.3 million with net leverage of ~0.3x.
The board terminated the 2024 $150 million repurchase program, which had $110.1 million remaining, and authorized a new three-year stock repurchase program for up to $400 million. Gentherm also completed the acquisition of Innovative Medical Equipment and reported that its planned combination with Modine Performance Technologies remains on track to close by early fourth-quarter 2026.
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.
Gentherm Incorporated shareholders approved an amendment to the 2023 Equity Incentive Plan that increases by 1,700,000 the maximum number of common shares that may be issued under the plan. This adds to the original 3,730,000-share base pool and any recycled shares from the prior 2013 plan.
At the same annual meeting, shareholders elected nine directors for one-year terms, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. Shareholders also formally approved the equity plan amendment, with 23,746,689 votes in favor and 3,021,023 against.
Gentherm Incorporated filed an amended current report to correct a clerical error in the listed signatory for Gentherm (Texas), Inc. on the first signature page to the First Amendment to its Second Amended and Restated Credit Agreement. The underlying First Amendment and the original current report otherwise remain unchanged. The filing attaches the First Amendment as Exhibit 10.1, documenting the credit agreement among Gentherm entities, various lenders and Bank of America, N.A. as administrative agent. It also reiterates standard disclosures about a proposed transaction involving Gentherm, Modine Manufacturing Company and SpinCo, including proxy, registration and forward‑looking statement language.
Gentherm Incorporated reported strong first quarter 2026 results and reiterated its full-year outlook while advancing a planned combination with Modine Performance Technologies. Product revenues reached a record $393.7 million, up 11.3% year over year, or 7.2% excluding foreign exchange, led by Automotive Climate and Comfort Solutions.
Gross margin improved slightly to 24.7%, and net income rose to $4.2 million from a small loss a year ago. Adjusted EBITDA increased to $49.3 million with a 12.5% margin, while adjusted diluted EPS climbed to $0.84 from $0.51. Free cash flow remained negative but improved versus the prior year, and the quarter ended with net leverage of ~0.2x and liquidity of $455.5 million.
For full-year 2026, Gentherm maintained guidance for product revenues of $1.5–$1.6 billion, adjusted EBITDA of $175–$195 million, and adjusted free cash flow of $80–$100 million, excluding any impact from the Modine transaction.
Gentherm Incorporated reported an executive role change and outlined steps for a proposed transaction involving Modine and its Performance Technologies business, SpinCo. The Board appointed Jaymi Wilson from Senior Vice President and General Manager, North America Automotive to Senior Vice President and Chief Strategy Officer, a position the Board determined is not an executive officer role.
The company also described planned SEC filings for the proposed combination with SpinCo, including a Form S-4 registration statement and proxy statement/prospectus for Gentherm shareholders and a Form 10 registration statement for SpinCo, and urged investors to read these materials when available.
Gentherm Incorporated is updating how it grants stock-based pay under its 2023 Equity Incentive Plan. The board’s Compensation and Talent Committee approved new forms of restricted stock unit and performance stock unit agreements for directors and employees. These agreements add provisions for accelerated vesting or earning of awards in situations such as death, disability, certain involuntary terminations without cause and qualifying retirements, which clarify how participants are treated in major life or employment events.
The filing also references a planned transaction involving Gentherm, Modine and Modine’s Performance Technologies business, SpinCo. It explains that a Form S-4 and a Form 10 will be prepared to provide proxy and prospectus information to shareholders, and includes extensive forward-looking statement language about conditions, approvals and risks that could affect whether the transaction is completed and the benefits realized.
Gentherm Incorporated entered into a First Amendment to its Second Amended and Restated Credit Agreement that, among other changes, permits up to $400 million of additional term indebtedness in connection with its proposed transaction with Modine Manufacturing Company and SpinCo.
The amendment also permits the broader merger and separation transactions, removes certain borrower and guarantor entities that no longer exist or will be liquidated, and eliminates credit spread adjustments tied to SOFR and SONIA rates. Gentherm, Modine and SpinCo plan to file an S-4 and a Form 10 so shareholders can review detailed proxy and information materials about the proposed combination and spin-off.
Gentherm Incorporated reported record 2025 product revenues of $1,498.6M, up 2.9% from 2024, but profitability weakened. Net income fell to $18.3M from $64.9M, and GAAP diluted EPS dropped to $0.59 from $2.06, mainly due to higher material and footprint realignment costs and other charges.
Adjusted EBITDA was $174.8M with an 11.7% margin, slightly below the prior year. Automotive Climate and Comfort Solutions drove growth, while the Medical segment was roughly flat. Operating cash flow rose to $116.8M, net leverage improved to about 0.2x, and liquidity reached $468.8M at year end.
For 2026, Gentherm guides product revenues to $1.5B–$1.6B, Adjusted EBITDA to $175M–$195M, and Adjusted Free Cash Flow to $80M–$100M, with a preliminary 2027 product revenue outlook of about $1.7B. Management also highlighted its planned combination with Modine Performance Technologies, expected to close by the end of the year.
Gentherm Incorporated announced a definitive Reverse Morris Trust transaction with Modine Manufacturing to combine Gentherm with Modine’s Performance Technologies business held in Platinum SpinCo Inc. After closing, Gentherm shareholders are expected to own approximately 60% of the combined company, with former SpinCo shareholders owning about 40% on a fully diluted basis.
Modine will first separate the Performance Technologies business into SpinCo, then distribute SpinCo shares pro rata to Modine shareholders, after which SpinCo will merge with a Gentherm subsidiary. Prior to the spin-off, SpinCo will pay Modine a $210 million cash distribution, funded by a committed 364-day bridge facility expected to be refinanced with permanent debt that will sit at a Gentherm subsidiary.
The deal, unanimously approved by both boards, includes customary separation arrangements, mutual indemnities, Gentherm shareholder approval, multiple regulatory and tax conditions, and a $45 million termination fee payable by Gentherm to Modine under specified circumstances.
Gentherm Incorporated filed an 8-K announcing a planned combination of Gentherm with the Performance Technologies business of Modine Manufacturing Co. (the “Proposed Transaction”). The Modine business will be separated into a new company, SpinCo, which will then be involved in the transaction with Gentherm.
Gentherm issued a press release and investor presentation about the Proposed Transaction, furnished as Exhibits 99.1 and 99.2, and held a conference call and webcast on January 29, 2026. The companies plan to file a Form S-4 with a proxy statement/prospectus for Gentherm shareholders and a Form 10 for SpinCo. The filing includes extensive forward-looking statement cautions and lists regulatory approvals, shareholder approval, tax treatment, integration challenges, and potential litigation as key risks that could affect completion and expected benefits of the deal.
Gentherm Incorporated reported that it publicly announced its third‑quarter 2025 financial results and updated its full‑year 2025 guidance. The company furnished a press release as Exhibit 99.1.
The company will host a conference call on October 23, 2025 at 8:00 a.m. Eastern Time to discuss results and guidance. Supplemental materials are available on the Events page of the Investors section at www.gentherm.com. The information furnished under Items 2.02 and 7.01 is not deemed filed under the Exchange Act.