Every material Form 8-K Gentherm Incorporated has filed with the SEC since February 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Gentherm reported third-quarter 2026 product revenue of $405.1 million, up 4.7% year over year, but swung to a net loss of $2.6 million from net income of $14.9 million a year earlier. The company raised its full-year 2026 product revenue guidance to $1.825 billion to $1.925 billion and adjusted EBITDA guidance to $210 million to $230 million, reflecting the October 1 combination with Modine Performance Technologies.
Q3 GAAP diluted loss per share was $(0.08) versus $0.49 a year earlier; adjusted diluted EPS was $0.33 versus $0.73.
Q3 adjusted EBITDA was $45.0 million, or 11.1% of revenue, compared with $49.0 million, or 12.7%, a year earlier.
Full-year 2026 product revenue guidance rose from $1.55 billion to $1.65 billion (July) to $1.825 billion to $1.925 billion (October).
The company repurchased $60 million of common stock in October and has about $340 million of authorization remaining.
Gentherm completed its combination with Modine's Performance Technologies business on October 1, 2026, in a Reverse Morris Trust transaction. Modine shareholders own about 43.62% of the combined company, and Gentherm shareholders own about 56.38%. The filing also discloses a $250.0 million term loan, guaranteed by Gentherm and secured by substantially all of its assets, plus a $2.07 per share special dividend payable October 7, 2026.
Modine shareholders received 0.44619 Gentherm shares for each Modine share held at the September 28, 2026 record date, with cash in lieu of fractional shares.
Gentherm declared a special dividend of $2.07 per share, payable October 7, 2026 to shareholders of record as of September 28, 2026.
SpinCo borrowed $250.0 million of term loans under a senior secured delayed draw facility with Bank of America, N.A. as administrative agent; Gentherm guarantees the obligations.
Paul Mascarenas was appointed to the board effective October 1, 2026, increasing its size from 9 to 10 members; Katrin Schatz was named Interim President of Modine Performance Technologies.
Gentherm reported second-quarter 2026 product revenue of $416.2 million, up 11.0% from a year earlier, and raised its full-year 2026 guidance. The board also approved a new $400 million stock repurchase program over three years, effective July 27, 2026, replacing the 2024 program, which had $110.1 million remaining. Gross margin fell to 23.2% from 23.9%, and operating cash flow dropped to $2.3 million from $31.7 million.
Q2 product revenue $416.2 million, up 11.0%; up 9.5% excluding currency effects
Adjusted diluted EPS $0.75 versus $0.54; GAAP diluted EPS $0.14 versus $0.02
2026 product revenue guidance raised to $1.55 billion to $1.65 billion from $1.5 billion to $1.6 billion; adjusted EBITDA raised to $185 million to $200 million from $175 million to $195 million
New $400 million repurchase program over three years, effective July 27, 2026; replaces 2024 program with $110.1 million remaining
Gentherm and its subsidiaries signed a Third Amended and Restated Credit Agreement on June 29, 2026, with Bank of America, N.A. as administrative agent. It replaces the Second Amended and Restated Credit Agreement dated June 10, 2022, and provides a $550 million secured five-year revolving credit facility. The filing ties this to a proposed transaction with Modine Manufacturing Company and its Performance Technologies business, but does not describe the credit terms as conditional on that transaction.
Five-year secured revolving credit facility of $550 million, with a $50 million swing line sublimit and a $30 million letter of credit sublimit
Borrowings priced at a margin of 1.125% to 2.000% over benchmark rates, based on the consolidated net leverage ratio; quarterly commitment fee of 0.150% to 0.250%
Agreement requires a minimum consolidated interest coverage ratio and a maximum consolidated net leverage ratio
Replaces the Second Amended and Restated Credit Agreement dated June 10, 2022; the full agreement is filed as Exhibit 10.1
At its May 14, 2026 annual meeting, Gentherm shareholders approved an amendment adding 1,700,000 shares to the maximum that can be issued under the 2023 Equity Incentive Plan, and elected all nine directors to one-year terms. Shareholders also approved the advisory executive pay proposal and ratified Ernst & Young LLP as auditor for 2026, a routine outcome. The filing also references a proposed transaction involving Modine Manufacturing Company and its Performance Technologies business, but the excerpt provided does not describe its terms.
Proposal 4 (equity plan amendment): 23,746,689 for, 3,021,023 against, 57,422 abstain, 1,441,147 broker non-votes
All nine director nominees elected; lowest support was Betsy Meter with 25,480,404 for votes
Advisory vote on named executive officer compensation: 24,542,227 for, 2,253,813 against
Ernst & Young LLP ratified as independent auditor for the year ending December 31, 2026: 27,592,281 for, 659,655 against
Gentherm reported first-quarter 2026 product revenue of $393.7 million, up 11.3% from a year earlier (7.2% excluding currency effects), and net income of $4.2 million versus a $0.1 million loss in the prior-year quarter. Full-year 2026 guidance was left unchanged, and the company said its planned combination with Modine Performance Technologies remains on track to close by the end of 2026.
Product revenue $393.7 million, up 11.3% from $353.9 million; up 7.2% excluding foreign currency translation
Net income $4.2 million vs. $(0.1) million; GAAP diluted EPS $0.14 vs. $(0.00); adjusted diluted EPS $0.84 vs. $0.51
Adjusted EBITDA $49.3 million (12.5% of revenue) vs. $39.3 million (11.1%); cash flow from operations $(5.0) million vs. $(13.3) million
2026 guidance unchanged: product revenue $1.5 billion to $1.6 billion, adjusted EBITDA $175 million to $195 million
Gentherm said its Board approved on March 24, 2026 the move of Jaymi Wilson from Senior Vice President and General Manager, North America Automotive, to Senior Vice President and Chief Strategy Officer, tied to changes in the company's operating model. The Board determined the role is not an executive officer position, so the change is administrative in scope. The filing also repeats disclosures about the proposed transaction with Modine and its Performance Technologies spin-off but gives no new terms.
Board approved the role change on March 24, 2026.
Jaymi Wilson moves from SVP and General Manager, North America Automotive, to SVP and Chief Strategy Officer.
The Board determined the new role is not an executive officer role of the company.
The filing says the change ties to changes in the operating model; it gives no financial figures.
On March 17, 2026, Gentherm's Compensation and Talent Committee approved new forms of equity award agreements under its 2023 Equity Incentive Plan. The revised forms, which will apply to future awards, add accelerated vesting and/or earned awards in cases of death, disability, involuntary termination without cause and qualifying retirement. The filing gives no dollar amounts or share counts, so the direct financial effect on shareholders is not quantified.
Committee approval date: March 17, 2026
Three forms filed as exhibits: non-employee director RSU award agreement (Exhibit 10.1), employee RSU award agreement (Exhibit 10.2) and employee PSU award agreement (Exhibit 10.3)
Revisions cover accelerated vesting and/or earned awards due to death, disability, involuntary termination without cause and qualifying retirement
Forms apply to future equity awards under the 2023 Plan, effective as of 2026 grants
Gentherm signed a First Amendment to its credit agreement on February 24, 2026, which permits the transactions under its January 29, 2026 merger agreement with Modine Manufacturing Company and a separation agreement involving SpinCo. The amendment allows up to $400 million of additional term indebtedness in connection with those transactions. The filing relates to a proposed deal that remains subject to closing conditions, including regulatory approvals and a Gentherm shareholder vote.
First Amendment to Second Amended and Restated Credit Agreement dated February 24, 2026, with Bank of America, N.A. as administrative agent
Permits up to $400 million of additional term indebtedness in connection with the Modine transactions
Merger agreement and separation agreement with Modine and SpinCo are both dated January 29, 2026
Amendment also releases certain borrower and guarantor entities and removes SOFR and SONIA credit spread adjustments
Gentherm reported fourth-quarter and full-year 2025 results on February 19, 2026, with product revenue up 8.5% in the quarter but net income down sharply from the prior year. The company also issued 2026 guidance of $1.5 billion to $1.6 billion in product revenue and a preliminary 2027 revenue outlook of about $1.7 billion, while the planned combination with Modine Performance Technologies is still pending.
Q4 2025 product revenue was $382.8 million, up 8.5% from $352.9 million; net income was $3.0 million versus $15.3 million, and GAAP diluted EPS was $0.10 versus $0.49
Q4 adjusted diluted EPS was $0.49 versus $0.29 a year earlier; gross margin was 23.7% versus 24.4%
2026 guidance: product revenue $1.5 billion to $1.6 billion, adjusted EBITDA $175 million to $195 million, adjusted free cash flow $80 million to $100 million; 2027 preliminary product revenue about $1.7 billion
Full-year 2025 product revenue was $1,498.6 million, up 2.9%, while net income was $18.3 million versus $64.9 million in 2024
Gentherm entered definitive agreements on January 29, 2026, to combine with Modine's Performance Technologies business through a Reverse Morris Trust transaction. After the spin-off and merger, Gentherm's existing shareholders would own about 60.0% of the combined company and former SpinCo shareholders about 40.0%, on a fully diluted basis. The deal requires Gentherm shareholder approval and other conditions, so shareholders will have to weigh the terms once the filing is complete.
Modine will spin off its Performance Technologies business as SpinCo, which will then merge with a Gentherm subsidiary.
Gentherm shareholders would own about 60.0% and former SpinCo shareholders about 40.0% of Gentherm common stock, on a fully diluted basis.
SpinCo will pay Modine $210 million in cash before the distribution, subject to adjustment.
Closing requires Gentherm shareholder approval and a 364-day bridge loan facility is expected to be replaced with permanent financing.
Gentherm reported third-quarter 2025 product revenue of $386.9 million, up 4.1% from a year earlier, while GAAP diluted EPS fell to $0.49 from $0.51 as gross margin narrowed to 24.6% from 25.5%. The company raised the midpoint of its full-year 2025 product revenue guidance to $1.47 billion to $1.49 billion from $1.43 billion to $1.5 billion, and lowered its capital expenditure forecast, so shareholders see higher sales alongside slightly lower profit.
Q3 product revenue $386.9 million vs. $371.5 million; Automotive Climate and Comfort Solutions up 8.6%
Q3 net income $14.9 million vs. $16.0 million; adjusted diluted EPS $0.73 vs. $0.75
Full-year 2025 product revenue guidance now $1.47 billion to $1.49 billion (previously $1.43 billion to $1.5 billion); capital expenditures cut to $45 million to $55 million
Secured $745 million of automotive new business awards in the quarter
Gentherm reported second-quarter 2025 product revenue of $375.1 million, down 0.2% from a year earlier, while net income fell to $0.5 million from $18.9 million. The company narrowed its full-year 2025 guidance, raising the low end of its product revenue range and lowering its capital expenditure outlook, which shows a mixed picture for shareholders.
Q2 GAAP diluted EPS was $0.02 versus $0.60 a year earlier; adjusted diluted EPS was $0.54 versus $0.66.
Adjusted EBITDA was $45.9 million, or 12.2% of revenue, versus $49.9 million, or 13.3%, a year earlier.
Full-year 2025 product revenue guidance was revised to $1.43 billion–$1.5 billion from $1.4 billion–$1.5 billion; adjusted EBITDA margin guidance narrowed to 11.7%–12.5% from 11.5%–13%.
The company repurchased $10.0 million of its common stock in the quarter and reported total liquidity of $416 million.
Gentherm reported first-quarter 2025 product revenue of $353.9 million, down 0.6% from a year earlier, and a net loss of $0.1 million compared with net income of $14.8 million in the prior-year quarter. The company kept its full-year 2025 revenue guidance of $1.4 billion to $1.5 billion unchanged while slightly adjusting its margin guidance, citing tariffs and lower industry production forecasts.
Q1 2025 product revenue was $353.9 million, down 0.6% from $356.0 million; excluding currency translation, it rose 0.9%.
Adjusted diluted EPS was $0.51, down from $0.62; GAAP diluted EPS was $(0.00), down from $0.47.
Adjusted EBITDA was $39.3 million, or 11.1% of revenue, versus $43.5 million, or 12.2%, a year earlier.
Full-year 2025 guidance: product revenue of $1.4 billion to $1.5 billion; adjusted EBITDA of 11.5% to 13% of product revenue.
Gentherm disclosed that it will grant inducement restricted stock units to CEO William Presley and CFO Jonathan Douyard on February 24, 2025, under new sign-on award agreements. The filing says the agreements have substantially the same terms as the form used for annual executive grants, and the form is attached as Exhibit 10.
Inducement RSU grants to William Presley (President and CEO) and Jonathan Douyard (EVP, CFO and Treasurer) dated February 24, 2025
Awards carry substantially the same terms as the form used for annual grants to executive officers
Form of Sign-On Inducement Restricted Stock Unit Award Agreement filed as Exhibit 10
Gentherm reported fourth-quarter and full-year 2024 results and issued 2025 guidance. Product revenues fell 3.8% in the fourth quarter and 0.9% for the full year, and adjusted diluted EPS declined in both periods, while full-year GAAP diluted EPS rose to $2.06 from $1.22. The company guided 2025 product revenues to $1.4 billion to $1.5 billion.
Q4 2024 product revenues were $352.9 million, down 3.8% from $366.9 million; Q4 adjusted diluted EPS was $0.29 versus $0.90
Full-year 2024 product revenues were $1,456.1 million, down 0.9%; full-year GAAP diluted EPS was $2.06 versus $1.22, and adjusted diluted EPS was $2.33 versus $2.59
2025 guidance: product revenues of $1.4 billion to $1.5 billion, adjusted EBITDA of 12% to 13% of product revenues, and capital expenditures of $70 million to $80 million
Conference call scheduled for February 19, 2025 at 8:00 a.m. Eastern Time
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