Latest developments
Recent company filings, newest first. Excerpts retain the original wording.
October 22, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02, 7.01
Results of Operations and Financial Condition. On October 22, 2026, Gentherm Incorporated (the “Company”) publicly announced its financial results for the third quarter of 2026 and updated full year 2026 guidance. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Regulation FD Disclosure. On October 22, 2026 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the third quarter of 2026 results and provide an update on its full year 2026 guidance. A copy of the supplemental materials that will be used during the conference call can be accessed on the Events page of the Investors section of the Company’s website at www.gentherm.com . The content of the Company’s website is not incorporated herein by reference. The information in Items 2.02 and 7.01 herein and the attached exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.
October 1, 2026Contracts8-K
Entry into a material agreement
Original filing excerpt · Item 1.01, 2.01, 2.03, 5.02, 5.03, 7.01
Entry into a Material Definitive Agreement.
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Transaction Agreements On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, Gentherm, Modine and SpinCo, entered into certain additional agreements, including: • a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax benefits and attributes, the preparation and filing of tax returns, responsibility for and preservation of the intended tax treatment of the transactions contemplated by the Separation Agreement and certain other tax matters, including imposition of restrictions on the parties with respect to actions that could cause the Separation and the Distribution to fail to qualify for their intended tax treatment and allocation of responsibility among the parties for taxes that may arise if the Transactions fail to qualify for their intended tax treatment; • an Employee Matters Agreement (the “Employee Matters Agreement”), which governs the parties’ obligations with respect to the transfer of the employment of certain employees of Modine and of the SpinCo Business and other employee-related matters, including allocation among the parties of assets, liabilities and responsibilities related to employee benefit plan and compensation arrangements and with respect to terms of employment, benefit plan transition and coverage and other compensation and labor matters, as well as responsibility for employee and benefit plan liabilities for certain employees of Modine and of the SpinCo Business; […]
Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and
of this Current Report on Form 8-K is incorporated herein by reference.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated herein by reference.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Director In connection with the closing of the Transactions, the parties agreed that the board of directors of Gentherm (the “Board”) would appoint one director selected by Modine after consultation in good faith with Gentherm. Modine waived its right to designate a second director under the Merger Agreement. Accordingly, effective October 1, 2026, the Board increased the size of the Board from 9 to 10 members and appointed Paul Mascarenas to the Board to fill the vacancy so created. Mr. Mascarenas will serve for a term expiring at Gentherm’s 2027 annual meeting of shareholders (the “2027 annual meeting”) and until a successor has been duly elected and qualified, or until his earlier resignation, retirement or other termination of service.
Pursuant to the Merger Agreement, Mr. Mascarenas will also be nominated for election as a director nominee at the 2027 annual meeting. The Board also appointed Mr. Mascarenas to the Technology Committee of the Board. Since October 2014, Mr. Mascarenas has served as a venture partner and member of the general partnership of Fontinalis Partners, a strategic investment firm focused on growing start-ups and early stage companies in next-generation mobility and enabling technologies.
From 1982 to 2014, Mr. […]
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Articles of Incorporation On September 29, 2026, in connection with the Transactions and as approved by Gentherm’s shareholders at a special meeting held on September 10, 2026, Gentherm amended its Second Amended and Restated Articles of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of Gentherm Common Stock from 55,000,000 shares of Gentherm Common Stock to 110,000,000 shares of Gentherm Common Stock. The foregoing description of the Charter Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Regulation FD Disclosure. On October 1, 2026, Gentherm issued a press release announcing the closing of the Transactions and related matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in
herein and the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.
September 11, 2026Shareholders8-K
Shareholder voting results
Original filing excerpt · Item 5.07, 7.01, 8.01
Submission of Matters to a Vote of Security Holders. On September 10, 2026, the Company held a special meeting of its shareholders to consider and vote on certain proposals in connection with the Transactions (such meeting, the “Special Meeting”), each of which is set forth below and described in more detail in the Proxy Statement/Prospectus. A total of approximately 29,142,794 shares of Gentherm Common Stock were present or represented by proxy at the Special Meeting, representing approximately 94.8% of all shares of Gentherm Common Stock entitled to vote at the Special Meeting. The final results of voting on each of the matters submitted to a vote of shareholders during the Special Meeting are as follows: Proposal No.
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1 – Share Issuance Proposal At the Special Meeting, Gentherm’s shareholders voted upon a proposal to approve of the issuance of shares of Common Stock pursuant to the Merger Agreement (the “Share Issuance Proposal”). For Against Abstain Broker Non-Votes 28,125,535 8,725 47,561 960,973 Pursuant to the foregoing vote, the shareholders approved the Share Issuance Proposal. Proposal No. 2 - Charter Amendment Proposal At the Special Meeting, Gentherm’s shareholders voted upon a proposal to approve an amendment to the Gentherm Second Amended and Restated Articles of Incorporation to effect an increase to the number of authorized shares of Gentherm Common Stock pursuant to the Merger Agreement (the “Charter Amendment Proposal”). For Against Abstain Broker Non-Votes 28,950,597 161,933 30,264 0 Pursuant to the foregoing vote, the shareholders approved the Charter Amendment Proposal.
Proposal No. […]
Regulation FD Disclosure. On September 10, 2026, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting, a copy of which is attached to this Current Report as Exhibit 99 and is incorporated by reference into this
(including Exhibit 99) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Other Events. Following the approval of the Share Issuance Proposal and the Charter Amendment Proposal, the Transactions are expected to close on October 1, 2026, subject to satisfaction or waiver of remaining customary closing conditions.
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July 23, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02, 7.01, 8.01
Results of Operations and Financial Condition. On July 23, 2026, Gentherm Incorporated (the “Company”) publicly announced its financial results for the second quarter of 2026 and updated full year 2026 guidance. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Regulation FD Disclosure. On July 23, 2026 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the second quarter of 2026 results and provide an update on its full year 2026 guidance. A copy of the supplemental materials that will be used during the conference call can be accessed on the Events page of the Investors section of the Company’s website at www.gentherm.com . The content of the Company’s website is not incorporated herein by reference. The information in Items 2.02 and 7.01 herein and the attached exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.
Other Events. The Board of Directors of the Company (the “Board”) terminated the Company’s 2024 stock repurchase program effective July 27, 2026 (the “Effective Date”). Under such program, the Company was authorized to purchase shares of the Company’s common stock, no par value (“common stock”), for aggregate consideration of up to $150 million (the “2024 Stock Repurchase Program”). As of June 30, 2026 and the Effective Date, the 2024 Stock Repurchase Program had $110.1 million of repurchase authorization remaining. Effective as of the Effective Date, the Board authorized a new stock repurchase program (the “2026 Stock Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $400 million of its issued and outstanding common stock over a three-year period, expiring July 27, 2029.
Repurchases under the 2026 Stock Repurchase Program may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to alternative uses of capital and prevailing market conditions, applicable legal requirements, debt covenants and other contractual restrictions, and other considerations. Under the authorization, any such repurchases may be executed using open market purchases, privately negotiated agreements, accelerated share repurchase programs, transactions in accordance with Rule 10b5-1 under the Exchange Act, or other transactions, and may be funded from cash on hand, available borrowings or proceeds from future equity or debt offerings. The 2026 Stock Repurchase Program may be modified, extended or terminated by the Company’s Board at any time without prior notice.
Latest results
Original excerpts. Reporting periods, units and comparisons are retained in the text.
Revenue
Historically, new vehicle demand and product content (i.e. vehicle features) have been driven by macroeconomic and other factors, such as interest rates, automotive manufacturer and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government incentives. Vehicle content has also been driven by trends in consumer preferences. We believe our diversified OEM customer base and geographic revenue base, along with our flexible cost structure, have well positioned us to withstand the impact of industry downturns and benefit from industry upturns in the ordinary course. Our industry is increasingly progressing towards a focus on human comfort, health and wellness, which is evidenced by increasing adoption rates for comfort products.
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During the third quarter of 2026, we secured automotive new business awards totaling $555 million. Automotive new business awards represent the aggregate projected lifetime revenue of new awards provided by our customers to Gentherm in the applicable period, with the value based on the price and volume projections received from each customer as of the award date. Although automotive new business awards are not firm customer orders, we believe that automotive new business awards are an indicator of future revenue. Automotive new business awards are not projections of revenue or future business as of September 30, 2026, the date of this Report or any other date. Customer projections regularly change over time, and we do not update our calculation of any automotive new business award after the date initially communicated.
Cash flow & liquidity
These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events, such as: the expected light vehicle production in the Company’s key markets; the impact of macroeconomic and geopolitical conditions, the components of and our execution of our strategic plan, product and technology development and various restructuring plans; our operating performance; long-term consumer and technological trends in the automotive industry and our related market opportunity for our existing and new products and technologies; the competitive landscape; the impact of global tax reform legislation and other regulatory matters; the sufficiency of our cash balances and cash generated from operating, investing and financing activities for our future liquidity and capital resource needs; capital allocation strategies; our ability to finance sufficient working capital; […]
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We are taking and will continue to take additional actions to mitigate any direct and indirect impacts. For the nine months ended September 30, 2026, the additional tariffs did not have a material impact on our results of operations, financial position, and cash flows. Global Conditions The global automotive light vehicle industry is impacted by a number of factors, including global and regional economic conditions. At times in recent years, the global economy has experienced significant volatility, inflationary pressures and supply chain disruptions, which have a widespread adverse effect on the global automotive industry. These macroeconomic conditions have resulted in fluctuating demand and production disruptions, facility closures, labor shortages, work stoppages, and increased prices of inputs to our products.
Management commentary
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
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These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events, such as: the expected light vehicle production in the Company’s key markets; the impact of macroeconomic and geopolitical conditions, the components of and our execution of our strategic plan, product and technology development and various restructuring plans; our operating performance; long-term consumer and technological trends in the automotive industry and our related market opportunity for our existing and new products and technologies; the competitive landscape; the impact of global tax reform legislation and other regulatory matters; the sufficiency of our cash balances and cash generated from operating, investing and financing activities for our future liquidity and capital resource needs; capital allocation strategies; our ability to finance sufficient working capital; and significant matters related to the recently closed Modine Transaction, including the expected benefits thereof, the tax consequences thereof and the combined company’s plans, objectives, expectations and intentions, including integration activities.
Reference is made in particular to forward-looking statements included in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Such statements may be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “anticipate”, “intend”, “continue”, or similar terms, variations of such terms or the negative of such terms. The forward-looking statements included in this Quarterly Report on Form 10-Q (the “Report”) are made as of the date hereof or as of the date specified herein and are based on management’s reasonable expectations and beliefs. In making these statements we rely on assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments, third-party information and projections from sources that management believes to be reputable, as well as other factors we consider appropriate under the circumstances.
Such statements are subject to a number of assumptions, risks, uncertainties and other factors, which are set forth in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports filed with the Securities and Exchange Commission, and which could cause actual results to differ materially from that described in the forward-looking statements. In addition, with reasonable frequency, we have entered into business combinations, acquisitions, divestitures, strategic investments and other significant transactions. Such forward-looking statements do not include the potential impact of any such transactions that may be completed after the date hereof, each of which may present material risks to the Company’s future business and financial results.
Except as required by law, we expressly disclaim any obligation or undertaking to update any forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, the consolidated condensed financial statements and related notes thereto included elsewhere in this Report and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Overview Gentherm Incorporated is a global leader of innovative thermal and precision flow management technologies.
Our automotive products include Climate Control Seats (CCS ® ), Climate Control Interiors (CCI), Lumbar and Massage Comfort Solutions, Valve Systems, and Climate and Comfort Electronics. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities. Our medical products include patient temperature management systems that can be found in hospitals throughout the world. Our Automotive sales are driven by the number of light vehicles produced by the OEMs primarily in our key markets of North America, Europe, China, Japan and South Korea, which is ultimately dependent on consumer demand for automotive light vehicles, our product content per vehicle, and other factors that may limit or otherwise impact production by us, our supply chain and our customers.
Historically, new vehicle demand and product content (i.e. vehicle features) have been driven by macroeconomic and other factors, such as interest rates, automotive manufacturer and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government incentives. […]
Key risks
Annual risk disclosures
This excerpt could not be extracted reliably. Please consult the source report.
Quarterly risk disclosures
The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.
Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports filed with the Securities and Exchange Commission, and which could cause actual results to differ materially from that described in the forward-looking statements. In addition, with reasonable frequency, we have entered into business combinations, acquisitions, divestitures, strategic investments and other significant transactions. Such forward-looking statements do not include the potential impact of any such transactions that may be completed after the date hereof, each of which may present material risks to the Company’s future business and financial results. Except as required by law, we expressly disclaim any obligation or undertaking to update any forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, the consolidated condensed financial statements and related notes thereto included elsewhere in this Report and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Overview Gentherm Incorporated is a global leader of innovative thermal and precision flow management technologies. Our automotive products include Climate Control Seats (CCS ® ), Climate Control Interiors (CCI), Lumbar and Massage Comfort Solutions, Valve Systems, and Climate and Comfort Electronics. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities.
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Our medical products include patient temperature management systems that can be found in hospitals throughout the world. Our Automotive sales are driven by the number of light vehicles produced by the OEMs primarily in our key markets of North America, Europe, China, Japan and South Korea, which is ultimately dependent on consumer demand for automotive light vehicles, our product content per vehicle, and other factors that may limit or otherwise impact production by us, our supply chain and our customers. Historically, new vehicle demand and product content (i.e. vehicle features) have been driven by macroeconomic and other factors, such as interest rates, automotive manufacturer and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government incentives.
Vehicle content has also been driven by trends in consumer preferences. We believe our diversified OEM customer base and geographic revenue base, along with our flexible cost structure, have well positioned us to withstand the impact of industry downturns and benefit from industry upturns in the ordinary course. Our industry is increasingly progressing towards a focus on human comfort, health and wellness, which is evidenced by increasing adoption rates for comfort products. Gentherm is an independent partner that can cooperate with any combination of the vehicle OEMs and seat manufacturers 25 globally, to create innovative and unique configurations that adapt to industry trends. Modine Transaction On October 1, 2026 (the “Closing Date”), the Company completed its previously announced combination of the Performance Technologies business (“Performance Technologies”) of Modine Manufacturing Co., a Wisconsin corporation (“Modine”), with the Company (the “Modine Transaction”).
The Modine Transaction was structured as a Reverse Morris Trust transaction, where a wholly owned subsidiary of Modine (“SpinCo”), owning Performance Technologies, was spun off to Modine shareholders (the “Distribution”) and immediately thereafter merged with a wholly owned subsidiary of the Company, with SpinCo as the surviving entity becoming a wholly owned subsidiary of the Company (the “Merger”). The Company issued 23,735,961 shares of the Company’s common stock, no par value (“Common Stock” or “Gentherm Common Stock”) to the Modine shareholders of record as of close of business on September 28, 2026 (the “Record Date”, and such holders of Modine common stock as of the Record Date, the “Record Date Modine Shareholders”).
Upon completion of the Modine Transaction, the Record Date Modine Shareholders owned approximately 43.62% of the outstanding shares of Gentherm Common Stock (without taking into account any overlapping shareholder ownership), and continuing Gentherm shareholders owned approximately 56.38% of the outstanding shares of Gentherm Common Stock (without taking into account any overlapping shareholder ownership). The preliminary estimate of purchase consideration is approximately $800.0 million, subject to customary closing adjustments. Prior to the Distribution and the Merger, SpinCo made a cash distribution to Modine of $156.0 million (the “SpinCo Cash Distribution”). […]