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Gentherm Inc (THRM) SEC Filings, Jan-Feb 2026

THRM NASDAQ

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.

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Gentherm Inc executive Jonathan C. Douyard, EVP, CFO and Treasurer, reported a tax-related share disposition. On February 24, 2026, he transferred 7,757 shares of common stock at $32.51 per share to cover tax withholding obligations. After this transaction, he directly owned 57,463 shares of Gentherm common stock.

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Gentherm Incorporated summarized its 2025 results and outlined a planned combination with Modine Performance Technologies (SpinCo) during its earnings call. The company reported $1.5 billion revenue and $175 million adjusted EBITDA (11.7%). It ended 2025 with $2.2 billion of automotive new business awards.

Guidance shows 2026 revenue of $1.5–$1.6 billion and adjusted EBITDA range of $175–$195 million; a preliminary 2027 revenue outlook is $1.7 billion. Management noted a submitted FDA 510(k) for the ThermAffyx system and identified ~$25 million of near-term cost synergies from the proposed combination; pro forma revenue for the combined business is ~$2.6 billion.

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Gentherm Incorporated reports fourth-quarter and full-year 2025 results, issues 2026 guidance and a preliminary 2027 revenue outlook. The company recorded $1.5B in 2025 product revenues, delivered $116.8M in operating cash flow, reduced net leverage to 0.2x and provided 2026 targets including $1.5B–$1.6B product revenues and $175M–$195M Adjusted EBITDA. Management reiterated the planned combination with Modine Performance Technologies, which the parties expect to close by the end of the year, and noted the 2027 preliminary product revenue outlook of approximately $1.7B.

The release highlights quarterly wins—$485M in Automotive New Business Awards in Q4 and $2.2B for the full year—and discloses key 2026 assumptions including a EUR/USD exchange rate of $1.16/Euro and a ~30% effective tax rate. Forward-looking statements and risks are discussed; the proposed transaction will be subject to SEC filings and customary approvals.

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Gentherm Incorporated posted a presentation outlining a proposed business combination to acquire Modine Manufacturing Company’s Performance Technologies business (SpinCo) via a transaction with Modine and a planned Form S-4 and SpinCo Form 10 filing.

The slides show a combined $2.6B thermal and flow management business, Modine Performance pro forma revenue of $1,129M (reported) and a pro forma adjusted EBITDA bridge to $147M after estimated synergies. The presentation states initial revenue from certain initiatives is expected in 2026 and cites a target net leverage of <1.0x.

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Gentherm Incorporated files its annual report describing a business built around thermal management and pneumatic comfort technologies for automotive and medical markets. The company operates two segments, Automotive and Medical, with automotive products such as climate control seats, heated interiors, lumbar and massage systems, valves and battery thermal management, and medical patient temperature management systems used in hospitals worldwide.

The report highlights a planned Reverse Morris Trust transaction with Modine Manufacturing’s Performance Technologies business, under which Performance Technologies will be spun off and then merged into a Gentherm subsidiary, making it a wholly owned subsidiary of Gentherm after closing. This deal is subject to shareholder approvals, financing, an IRS tax ruling and regulatory clearances. Gentherm also emphasizes a strategy focused on profitable growth, operational excellence, and financial performance, while outlining key risks including heavy dependence on the cyclical automotive industry, major customer concentration, global supply chain and geopolitical exposures, cybersecurity, regulatory compliance and the need to attract and retain highly skilled employees.

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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.

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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.

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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.

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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.

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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.

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FAQ

How many Gentherm (THRM) SEC filings are available on StockTitan?

StockTitan tracks 113 SEC filings for Gentherm (THRM), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Gentherm (THRM)?

The most recent SEC filing for Gentherm (THRM) was filed on February 25, 2026.