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 Incorporated is seeking shareholder approval to issue new Gentherm common shares and amend its articles to increase authorized shares in connection with combining Modine’s Performance Technologies business with Gentherm via a Reverse Morris Trust structure. Modine will transfer the Performance Technologies Business into Platinum SpinCo Inc., distribute all SpinCo shares pro rata to Modine shareholders, then SpinCo will merge with Gentherm’s Merger Sub and become a wholly owned Gentherm subsidiary.
Each SpinCo share will convert into Gentherm shares based on an Exchange Ratio designed so that, on a fully diluted basis after the merger, former SpinCo holders own about 40% of Gentherm and existing Gentherm shareholders about 60%, before considering overlapping holders. To preserve tax-free treatment of Modine’s distribution, the Exchange Ratio may be increased so that former SpinCo holders (including Overlap Shareholders) own at least 50.5% of Gentherm. An illustrative scenario shows estimated aggregate merger consideration of 20,846,994 Gentherm shares with an indicated value of about $882.0 million based on a $42.32 Gentherm share price; actual amounts will depend on variables at closing.
Gentherm Incorporated filed Amendment No. 2 to its Registration Statement on Form S-4 (File No. 333-297224). The amendment is limited in scope and was filed to add new Exhibits 8.2 and 107, relating to a tax opinion from Gibson, Dunn & Crutcher LLP and the filing fee table.
The Form S-4 supports a planned Distribution and Merger involving Gentherm and Modine Manufacturing Company, governed by a Separation Agreement and an Agreement and Plan of Merger dated January 29, 2026. Key ancillary agreements listed include forms of Transition Services, Tax Matters, Intellectual Property Matters, Employee Matters and Trademark Matters Agreements, as well as a Credit Agreement for Platinum SpinCo Inc. The amendment states the remainder of the registration statement is unchanged.
Gentherm Incorporated is seeking shareholder approval to issue new shares of Gentherm common stock and amend its articles of incorporation to increase authorized shares in connection with a Reverse Morris Trust combination with Modine’s Performance Technologies Business.
Modine will contribute the Performance Technologies Business to Platinum SpinCo Inc., receive a cash distribution and a cash transfer, then distribute all SpinCo shares pro rata to Modine shareholders. Immediately afterward, Gentherm’s Merger Sub will merge into SpinCo, making SpinCo a wholly owned Gentherm subsidiary, and SpinCo shares will convert into Gentherm stock at an exchange ratio designed to give former SpinCo holders about 40% and existing Gentherm shareholders about 60% of Gentherm on a fully diluted basis, before any tax-driven adjustments.
The exchange ratio can be increased so former SpinCo holders (including overlapping shareholders) own at least 50.5% of Gentherm, with corresponding reductions to SpinCo’s cash distribution and/or a Gentherm special dividend. Estimated illustrative merger consideration is 20,846,994 Gentherm shares valued at about $882.0 million, subject to final share counts, adjustments and market prices. The Gentherm board unanimously recommends voting “FOR” the share issuance, charter amendment and adjournment proposals.
Gentherm Inc executive Wayne S. Kauffman III, SVP and General Counsel, reported selling 4,700 shares of Common Stock on 2026-07-29. The sale was a non-derivative open-market or private transaction at a weighted average price of $43.21 per share, with individual trade prices ranging from $43.15 to $43.43. Following these transactions, he directly owns 27,421 shares of Gentherm common stock.
Gentherm Inc. (THRM) has a notice of proposed sale under Rule 144 for up to 4,700 shares of its common stock. The shares are to be sold through Merrill Lynch on the NASDAQ, with a noted date of 07/29/2026.
The filing also lists prior stock plan activity from the issuer involving common shares: 1,460 shares on 07/01/2022, 1,484 shares on 03/12/2023, and 1,756 shares on 03/22/2023.
Gentherm Incorporated reported Q2 2026 product revenues of $416,166 (thousands), up from $375,090 a year earlier. Net income was $4,420 versus $477, or $0.14 per diluted share. For the first half, revenues totaled $809,872 and net income $8,638 (all in thousands).
Automotive drove nearly all growth, while Medical posted an operating loss. Q2 operating income declined to $10,689 as higher selling, general and administrative costs and increased restructuring charges offset gross profit gains. Operating cash flow for the first half fell to $2,272 from $31,701, largely reflecting higher receivables and working-capital uses, though cash on hand rose to $213,173 at June 30.
Strategically, Gentherm closed the $34,000 purchase of Innovative Medical Equipment on July 1, 2026 and is pursuing a Reverse Morris Trust with Modine’s Performance Technologies business valued at about $1,000,000, expected to close by early Q4 2026. Debt increased to $273,258, including $260,000 drawn on a $550,000 revolver now maturing in 2031. Multiple restructuring programs continue, with at least $9,000 of expected cash costs under the 2026 Plan and a restructuring liability of $12,770. The board replaced a $150,000 repurchase authorization with a larger $400,000 program through July 2029. Gentherm also outlines auto-part recall exposures with Volkswagen and Porsche that could be material, though no amounts are yet estimable.
Gentherm Incorporated outlined strong second-quarter performance and progress toward its planned combination with Modine’s Performance Technologies business. Product revenue reached a record $416 million, up 11% year-over-year, driven by 14.1% growth in automotive climate and comfort solutions and broad strength across regions, particularly China. Adjusted EBITDA was $48.8 million, or 11.7% of sales, while GAAP diluted EPS was $0.14, impacted by roughly $0.55 per share of merger and restructuring costs; adjusted diluted EPS rose to $0.75 from $0.54.
The company raised 2026 guidance, targeting revenue of $1.6 billion, adjusted EBITDA of $185–$200 million (about 12% margin at midpoint), and adjusted free cash flow of $85–$100 million, with CapEx of $45–$55 million (~3% of sales). Gentherm secured about $690 million of automotive awards in the quarter, surpassing $1 billion year-to-date. It also highlighted diversification efforts, including FDA 510(k) clearance for its ThermaFix medical warming product and the $34 million acquisition of Innovative Medical Equipment, which is expected to generate about $17 million of 2026 revenue at 20% EBITDA margins.
In preparation for the Modine Performance Technologies transaction, Gentherm expects closing in early Q4 and projects the combined company can exceed $3.5 billion in revenue by 2030 and generate over $1 billion in cumulative unlevered free cash flow through 2030. The company arranged $800 million of committed financing and plans to keep net leverage near 1x, supported by a new $400 million, three-year share repurchase authorization.
Gentherm Incorporated reported second quarter 2026 product revenue of $416.2M, with year-over-year revenue growth of 9.5% ex‑FX and record automotive product revenue. Adjusted EBITDA margin was 11.7%, while net income margin remained low at 1.1%. Management stated it is raising 2026 guidance following strong first-half commercial and operational performance and stable OEM production schedules.
The company highlighted a proposed strategic combination with Modine’s Performance Technologies business (SpinCo) via a transaction involving Modine Manufacturing Company. Modine Performance Technologies had $1,108M pro forma adjusted revenue and $123M pro forma adjusted EBITDA (pre-synergies) for the LTM ended September 30, 2025, with estimated cost synergies of about $25M and total pro forma adjusted EBITDA of $147M post-synergies. Gentherm reported $1,469M revenue and $176M adjusted EBITDA for its own LTM period.
The combination is described as expanding Gentherm’s thermal and flow management portfolio, shifting revenue mix toward commercial vehicle, off‑highway and power generation end markets, and targeting ownership of approximately 60% for Gentherm shareholders and 40% for Modine shareholders, subject to adjustment. Gentherm also reported total liquidity of $502.3M at June 30, 2026.
Gentherm Incorporated reported strong results for the quarter ended June 30, 2026. Product revenues were $416.2 million, up 11.0% year over year, or 9.5% excluding foreign currency. Net income was $4.4 million with GAAP diluted EPS of $0.14, compared to $0.02 a year earlier. Adjusted EBITDA was $48.8 million, an 11.7% margin, versus $45.9 million and a 12.2% margin. Adjusted diluted EPS rose to $0.75 from $0.54. Cash flow from operations was $2.3 million, down from $31.7 million, largely due to restructuring and M&A expenses.
The company raised 2026 guidance, now expecting product revenues of $1.55–$1.65 billion, adjusted EBITDA of $185–$200 million, and adjusted free cash flow of $85–$100 million. The board terminated the 2024 $150 million repurchase program, which had $110.1 million remaining, and approved a new $400 million stock repurchase program over three years to July 27, 2029. Gentherm ended the quarter with liquidity of $502.3 million and net leverage of about 0.3x. Management highlighted completion of key steps toward the planned combination with Modine Performance Technologies and the acquisition of Innovative Medical Equipment LLC to expand the medical portfolio.