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AI brief of an SEC Form 8-K · Gentherm Incorporated (THRM)

Gentherm Completes Modine Performance Technologies Combination, Adds $250 Million Debt

Neutral Impact 5 of 5 m&a Written later

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.

Key points

  • 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.

The filing

CompanyGentherm Incorporated (THRM)
Form8-K, current report
Filed with the SECOct 1, 2026, 4:47 PM ET
Accession number0001193125-26-410776

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed2.03 New Direct Financial Obligation5.02 Director / Officer Change5.03 Bylaw / Charter Amendment7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 6:58 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 01, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.