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Gentherm Inc. received an amended Schedule 13G showing that Trigran Investments, Inc. and several related individuals beneficially own 1,463,143 shares of Gentherm common stock, representing 4.8% of the class as of the reported date. The group reports no sole voting or dispositive power, with shared voting power over 1,343,432 shares and shared dispositive power over 1,463,143 shares. The filers state the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Gentherm. Each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
Gentherm Incorporated describes a proposed business combination with Modine Performance Technologies using a Reverse Morris Trust structure involving Platinum SpinCo Inc., a wholly owned Modine subsidiary. Gentherm plans to file a Form S-4 with a proxy statement/prospectus, while SpinCo will file a Form 10 for its spin-off from Modine.
The combination is subject to Gentherm shareholder approval and various regulatory clearances, and the companies highlight potential strategic and financial benefits while emphasizing extensive forward-looking risk factors, including possible delays, higher-than-expected costs, integration challenges, tax treatment uncertainty and the chance the transaction may not be completed.
Gentherm plans a transformational combination with Modine’s Performance Technologies business via a Reverse Morris Trust, creating a larger thermal management company with broader end‑market exposure beyond light vehicles. The deal values Modine Performance Technologies at about $1 billion.
The combined company is expected to generate approximately $2.6 billion of pro forma revenue and about 13% synergy‑adjusted EBITDA margin, with identified annual cost synergies of roughly $25 million by the end of 2028. Management also sees additional longer‑term efficiencies and meaningful revenue opportunities from cross‑selling climate, comfort and valve products into Modine’s heavy‑duty, commercial vehicle and power generation customer base.
Post‑transaction, Gentherm shareholders are expected to own about 60% of the combined company and Modine shareholders about 40%, while Modine receives a $210 million cash distribution. Pro forma leverage is expected to be around one turn, and Gentherm targets closing in the fourth quarter of 2026, subject to shareholder and regulatory approvals.
Gentherm plans to combine with Modine’s Performance Technologies business in a Reverse Morris Trust transaction, valuing the Modine segment at roughly $1 billion and using Gentherm stock plus a cash distribution back to Modine. Modine will first spin off Platinum SpinCo, which will then merge with Gentherm.
The combined company will keep the Gentherm name, remain headquartered in Novi, Michigan, and stay listed on NASDAQ, with Gentherm’s current CEO continuing to lead it and Modine Performance Technologies run as a Gentherm division. Management highlights greater scale in thermal management, broader end‑market exposure beyond light vehicles, and significant cross‑selling and product-integration opportunities, particularly in commercial vehicles, heavy equipment, power generation and new geographies such as India. Closing is targeted for the fourth quarter of 2026, subject to shareholder and regulatory approvals.
Gentherm Incorporated describes a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Co. The companies plan to file a Form S-4 registration statement that will include a proxy statement/prospectus for Gentherm shareholders, and SpinCo plans to file a Form 10.
The communication emphasizes that it is not an offer or solicitation to buy or sell securities and directs investors to future SEC filings for detailed terms of the transaction. It also includes extensive forward-looking statement cautions, outlining numerous risks that could affect completion of the deal and realization of any expected benefits.
Gentherm Incorporated describes a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing, as part of a broader transaction that includes spinning off SpinCo from Modine. Gentherm plans to file a Form S-4 registration statement that will include a proxy statement/prospectus for its shareholders, while SpinCo will file a Form 10 serving as an information statement/prospectus for the spin-off.
The communication stresses that it is not an offer or solicitation to buy or sell securities and directs investors to future SEC filings for detailed terms. It also provides an extensive cautionary note on forward-looking statements, listing numerous risks that could affect completion, timing and benefits of the transaction, including regulatory approvals, shareholder approval, integration challenges, tax treatment and potential litigation.
Gentherm Incorporated describes a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Co.. SpinCo is expected to be spun off from Modine and combined with Gentherm, subject to shareholder and regulatory approvals.
Gentherm plans to file a Form S-4 registration statement containing a proxy statement/prospectus, while SpinCo will file a Form 10 that incorporates parts of the S-4 as an information statement/prospectus. Gentherm shareholders are urged to read these materials when available because they will contain important details about the transaction.
The communication emphasizes that it is not an offer to sell or solicit securities and includes extensive forward-looking statements language. It highlights risks such as failure to obtain approvals, delays or inability to close, higher-than-expected transaction costs, challenges achieving synergies, tax uncertainties, and potential litigation or regulatory actions.
Gentherm has filed a communication about a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing. The companies plan to file a Form S-4 registration statement that will include a Gentherm proxy statement/prospectus and a Form 10 for SpinCo to support a spin-off from Modine.
The filing stresses that it is not an offer or solicitation for any securities and directs investors to future proxy and information statement/prospectus materials that will be filed with the SEC. It also includes extensive forward-looking statement cautions, outlining numerous risks that could affect completion and benefits of the transaction, and highlights that certain discussed performance metrics may be non-GAAP measures.
Gentherm Incorporated has circulated internal talking points about a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Co.. The communication reiterates that employees must not speculate and should route unanswered questions to designated contacts.
The message explains that Gentherm plans to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus for Gentherm shareholders, while SpinCo will file a Form 10 linked to the planned spin-off from Modine. It emphasizes that this is not an offer or solicitation to buy or sell securities and includes extensive cautionary language about forward-looking statements and the many risks that could affect completion and expected benefits of the transaction.
Gentherm Incorporated filed a communication about a proposed business combination with Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Co. The message is framed as internal talking points and FAQs for managers, alongside extensive legal and investor disclosures.
The companies plan to file a Form S-4 registration statement that will include a proxy statement/prospectus for Gentherm shareholders, and SpinCo will file a Form 10 serving as an information statement/prospectus for its spin-off from Modine. Investors are urged to read these materials in full when available on the SEC, Gentherm and Modine websites.
The communication contains forward-looking statements about the expected timing, structure, benefits, synergies, financing and tax treatment of the transaction, and lists multiple risks that could cause actual results to differ, including regulatory approvals, completion timing, integration challenges and potential litigation. It also notes that non-GAAP measures such as adjusted EBITDA, adjusted EBITDA margin, net leverage ratio and adjusted EPS are discussed, emphasizing that these metrics differ from U.S. GAAP and that reconciliations may not be available without unreasonable effort.