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 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.
Dimensional Fund Advisors LP reports beneficial ownership of 1,568,291 shares of Gentherm Inc common stock, representing 5.1% of the class. The firm has sole voting power over 1,533,172 shares and sole dispositive power over 1,568,291 shares, with no shared voting or dispositive power.
The shares are owned by various investment companies, commingled funds, group trusts and separate accounts it advises (collectively, the Funds). Dimensional may be deemed a beneficial owner for Section 13(d) purposes but disclaims beneficial ownership, and states that no individual Fund holds more than 5% of the class.
Gentherm Incorporated entered into a Third Amended and Restated Credit Agreement dated June 29, 2026 that provides a $550,000,000 secured five-year revolving credit facility with a $50,000,000 swing line sublimit and a $30,000,000 letter-of-credit sublimit. Borrowings carry either term SOFR/CORRA/EURIBOR/SONIA-based margins of 1.125% to 2.000% or base-rate margins of 0.125% to 1.000%, with a commitment fee in a range of 0.150% to 0.250%. The facility is secured by substantially all assets of the U.S. Borrowers and guaranteed by specified subsidiaries, and the agreement includes customary covenants, financial tests and events of default.
The report also references the proposed transaction among Gentherm, Modine Manufacturing Company and Modine’s Performance Technologies business ("SpinCo") and notes that Gentherm filed a Form S-4 on July 2, 2026 in connection with that Proposed Transaction.
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 files a Form S-4 to register the issuance of an estimated 20,665,617 shares of Gentherm Common Stock (estimated aggregate fair value approximately $742.5 million) to be issued to former SpinCo holders in connection with the proposed merger of SpinCo into a Gentherm subsidiary.
The transaction contemplates Modine’s separation of its Performance Technologies Business into SpinCo, a $210.0 million SpinCo cash distribution (subject to adjustment), a distribution of SpinCo shares to Modine shareholders and a subsequent merger in which SpinCo shares will convert into Gentherm shares under an Exchange Ratio targeted to produce approximately 40% ownership for former SpinCo holders and 60% for existing Gentherm shareholders, subject to adjustments to satisfy tax-related thresholds and other customary closing conditions.
Gentherm (THRM) described a proposed combination with Modine’s Performance Technologies via a Reverse Morris Trust that would create a larger thermal and flow-management platform. Management said the deal would make Gentherm a roughly $2.6 billion company on day one with $320 million of EBITDA and outlined a path to about $3.4–$3.5 billion and >$520 million of EBITDA by 2030. Executives expect close in early Q4, have an integration management office in place, and identified product and geographic cross-sell opportunities (power generation, commercial/off-highway, India, home and office). They reiterated organic growth drivers: automotive program launches, lumbar/massage adoption, China strength, a $100 million furniture adjacency by 2028, and medical product ThermAffyx entering production in July. Management noted a $20 million cost headwind and inventory/footprint transitions affecting near-term margins, and said pro forma leverage would be about one turn after closing.
Gentherm posted a presentation describing a proposed business combination with Platinum SpinCo Inc., a SpinCo of Modine Manufacturing Company. The companies intend to file a Form S-4 (Gentherm) and a Form 10 (SpinCo) to provide proxy/prospectus and information statement materials for the transaction.
The presentation includes pro forma financials: Gentherm LTM revenue of $1,469M and Adjusted EBITDA of $176M, and Modine Performance Technologies LTM pro forma adjusted revenue of $1,108M with pro forma Adjusted EBITDA (post-synergies) of $147M. Filings and definitive materials will be available on SEC and company investor websites when filed.
Gentherm Incorporated shareholders approved a First Amendment to the 2023 Equity Incentive Plan that increases the plan's Share Limit by 1,700,000 shares, raising the stated aggregate ceiling in amended plan language to 5,430,000 shares effective as of the shareholder approval on May 14, 2026.
The Company also held its annual meeting on May 14, 2026, electing nine directors, approving named executive officer compensation on an advisory basis, and ratifying Ernst & Young LLP as independent auditor for the year ending December 31, 2026. The filing discloses a proposed transaction among Gentherm, Modine and SpinCo and states that related SEC filings, including a Form S-4 and a Form 10, are expected in connection with that Proposed Transaction.
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.
Washington Kenneth E reported acquisition or exercise transactions in this Form 4 filing.
Gentherm Inc director Kenneth E. Washington received a grant of 4,292 shares of Restricted Common Stock as compensation for serving on the company’s Board of Directors. The award was issued under Gentherm’s 2023 Equity Incentive Plan and increased his direct holdings to 15,257 common shares.