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Shares of Gentherm Inc (NASDAQ:THRM – Get Free Report) traded up 5.1% during mid-day trading on Friday. The company traded as high as $27.09 and last traded at $27.49. 282,444 shares changed hands during mid-day trading, a decline of 47% from the average session volume of 537,967 shares. The stock had previously closed at $26.15.

Key Gentherm News Here are the key news stories impacting Gentherm this week:

Positive Sentiment: Modine integration boosts 2026 outlook: Gentherm raised full-year product-revenue guidance to $1.825 billion–$1.925 billion, up from $1.55 billion–$1.65 billion previously. Adjusted EBITDA guidance increased to $210 million–$230 million, while adjusted free cash flow is expected at $100 million–$120 million. The guidance reflects the addition of Modine Performance Technologies beginning in the fourth quarter. Gentherm Updates Outlook After Modine Performance Integration Positive Sentiment: Strong business momentum and capital returns: Third-quarter automotive climate and comfort revenue rose 8.8% year over year, medical revenue increased 14.6%, and Gentherm secured $555 million in new automotive awards. The company also repurchased $60 million of stock in October, with approximately $340 million remaining under its authorization, and paid a $2.07-per-share special dividend. Gentherm Reports 2026 Third Quarter Results Positive Sentiment: Analysts remain bullish despite target reductions: JPMorgan lowered its target from $48 to $47 while retaining an “overweight” rating, and Stifel reduced its target from $48 to $46 while maintaining a “buy” rating. Both targets imply substantial upside from the referenced share price. JPMorgan Analyst Rating Neutral Sentiment: Quarterly revenue exceeded expectations: Third-quarter revenue increased 4.7% to $405.1 million, slightly above the $404.2 million consensus estimate. The company described results as in line with expectations following the Modine transaction. Gentherm Q3 2026 Earnings Call Transcript Negative Sentiment: Profitability materially missed estimates: Adjusted EPS was $0.33, below the $0.64–$0.66 consensus, and declined from $0.73 a year earlier. Gentherm reported a GAAP loss of $2.6 million versus prior-year net income of $14.9 million. Gross margin fell to 23.3% from 24.6%, while operating cash flow dropped to $36 million from $87.8 million, reflecting material-cost, inflation and integration pressures. Gentherm Q3 Earnings Miss Analysts Set New Price Targets Several brokerages have commented on THRM. Stifel Nicolaus dropped their target price on shares of Gentherm from $48.00 to $46.00 and set a “buy” rating for the company in a research report on Friday. Wall Street Zen lowered Gentherm from a “buy” rating to a “hold” rating in a research report on Saturday. Zacks Research lowered Gentherm from a “strong-buy” rating to a “hold” rating in a research report on Monday, September 28th. Freedom Capital cut Gentherm from a “strong-buy” rating to a “hold” rating in a research note on Friday, July 24th. Finally, Weiss Ratings raised Gentherm from a “hold (c-)” rating to a “hold (c)” rating in a research note on Wednesday, July 29th. Four equities research analysts have rated the stock with a Buy rating and five have given a Hold rating to the company’s stock. According to MarketBeat.com, the company has an average rating of “Hold” and a consensus target price of $44.17.

Check Out Our Latest Report on THRM Gentherm Price Performance The company has a debt-to-equity ratio of 0.44, a quick ratio of 1.49 and a current ratio of 2.05. The company has a 50-day moving average of $35.57 and a 200-day moving average of $35.05. The firm has a market capitalization of $879.16 million, a price-to-earnings ratio of 95.33, a price-to-earnings-growth ratio of 0.66 and a beta of 1.37.

Gentherm (NASDAQ:THRM – Get Free Report) last posted its earnings results on Thursday, October 22nd. The auto parts company reported $0.33 earnings per share (EPS) for the quarter, missing analysts’ consensus estimates of $0.64 by ($0.31). The business had revenue of $405.10 million for the quarter, compared to the consensus estimate of $404.16 million. Gentherm had a return on equity of 10.30% and a net margin of 0.57%. Gentherm’s revenue for the quarter was up 4.7% compared to the same quarter last year. During the same period in the previous year, the company posted $0.73 earnings per share. As a group, research analysts anticipate that Gentherm Inc will post 2.89 EPS for the current fiscal year.

Gentherm Announces Dividend The business also recently declared a special dividend, which was paid on Wednesday, October 7th. Stockholders of record on Monday, September 28th were issued a $1.90 dividend.

Gentherm declared that its board has authorized a stock buyback plan on Thursday, July 23rd that authorizes the company to repurchase $400.00 million in outstanding shares. This repurchase authorization authorizes the auto parts company to repurchase up to 36.2% of its shares through open market purchases. Stock repurchase plans are typically a sign that the company’s board believes its shares are undervalued.

Insider Activity In other news, SVP Wayne Kauffman, III sold 4,700 shares of the stock in a transaction on Wednesday, July 29th. The shares were sold at an average price of $43.21, for a total transaction of $203,087.00. Following the completion of the sale, the senior vice president owned 27,421 shares of the company’s stock, valued at $1,184,861.41. This represents a 14.63% decrease in their ownership of the stock. The sale was disclosed in a legal filing with the Securities & Exchange Commission, which is available at this hyperlink. 2.10% of the stock is owned by corporate insiders.

Institutional Investors Weigh In On Gentherm Several institutional investors have recently added to or reduced their stakes in the stock. Palouse Capital Management Inc. boosted its stake in Gentherm by 14.2% in the 2nd quarter. Palouse Capital Management Inc. now owns 4,822 shares of the auto parts company’s stock worth $164,000 after purchasing an additional 600 shares during the period. Leonteq Securities AG increased its holdings in Gentherm by 13.3% during the 1st quarter. Leonteq Securities AG now owns 5,289 shares of the auto parts company’s stock worth $147,000 after purchasing an additional 621 shares in the last quarter. Meeder Asset Management Inc. acquired a new stake in shares of Gentherm in the 2nd quarter valued at about $30,000. Carnegie Investment Counsel lifted its holdings in shares of Gentherm by 14.9% in the first quarter. Carnegie Investment Counsel now owns 7,355 shares of the auto parts company’s stock valued at $204,000 after purchasing an additional 952 shares in the last quarter. Finally, Allworth Financial LP bought a new stake in shares of Gentherm in the second quarter valued at about $37,000. 97.13% of the stock is owned by institutional investors.

Gentherm Company Profile (Get Free Report)

Gentherm Incorporated (NASDAQ: THRM) develops and manufactures thermal management and comfort technologies for the automotive and medical industries. The company’s automotive products include heated and cooled seating systems, climate-controlled seats, heated steering wheels, seat ventilation, and other technologies designed to improve passenger comfort and manage temperature.

Gentherm also provides battery thermal management systems and related technologies that support the performance, efficiency, and safety of electrified vehicles.

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Gentherm (NASDAQ:THRM – Get Free Report) is expected to announce its Q3 2026 results before the market opens on Thursday, October 22nd. Analysts expect Gentherm to post earnings of $0.6490 per share and revenue of $403.97 million for the quarter. Individuals can check the company’s upcoming Q3 2026 earnings summary page for the latest details on the call scheduled for Thursday, October 22, 2026 at 8:00 AM ET.

Gentherm (NASDAQ:THRM – Get Free Report) last announced its quarterly earnings results on Thursday, July 23rd. The auto parts company reported $0.75 earnings per share (EPS) for the quarter, topping analysts’ consensus estimates of $0.56 by $0.19. Gentherm had a net margin of 1.68% and a return on equity of 12.06%. The firm had revenue of $416.17 million for the quarter, compared to the consensus estimate of $382.90 million. During the same period in the prior year, the firm posted $0.54 earnings per share. The company’s revenue for the quarter was up 11.0% on a year-over-year basis. On average, analysts expect Gentherm to post $2.92 EPS for the current fiscal year and $3.35 EPS for the next fiscal year.

Gentherm Price Performance
THRM stock opened at $30.61 on Thursday. The firm has a 50 day moving average of $37.44 and a 200-day moving average of $35.06. The firm has a market capitalization of $940.95 million, a P/E ratio of 11.05, a price-to-earnings-growth ratio of 0.71 and a beta of 1.37. Gentherm has a 12 month low of $27.00 and a 12 month high of $48.35. The company has a current ratio of 2.06, a quick ratio of 1.49 and a debt-to-equity ratio of 0.38.

Gentherm announced that its board has initiated a stock buyback program on Thursday, July 23rd that permits the company to buy back $400.00 million in shares. This repurchase authorization permits the auto parts company to purchase up to 36.2% of its stock through open market purchases. Stock repurchase programs are usually an indication that the company’s board believes its shares are undervalued.
Gentherm Announces Dividend
The company also recently announced a special dividend, which was paid on Wednesday, October 7th. Shareholders of record on Monday, September 28th were paid a $1.90 dividend.

Analyst Upgrades and Downgrades
Several research analysts have commented on THRM shares. JPMorgan Chase & Co. raised shares of Gentherm from a “neutral” rating to an “overweight” rating and set a $48.00 price target for the company in a report on Tuesday, September 15th. Roth Capital reaffirmed a “buy” rating and issued a $50.00 price target on shares of Gentherm in a report on Wednesday, July 29th. Zacks Research cut shares of Gentherm from a “strong-buy” rating to a “hold” rating in a report on Monday, September 28th. Stifel Nicolaus increased their price objective on Gentherm from $44.00 to $59.00 and gave the stock a “buy” rating in a research report on Friday, July 24th. Finally, Weiss Ratings raised Gentherm from a “hold (c-)” rating to a “hold (c)” rating in a research note on Wednesday, July 29th. Four investment analysts have rated the stock with a Buy rating and five have assigned a Hold rating to the company’s stock. According to MarketBeat, the stock currently has an average rating of “Hold” and a consensus target price of $46.50.

Get Our Latest Research Report on THRM

Insider Activity at Gentherm
In related news, SVP Wayne Kauffman, III sold 4,700 shares of the company’s stock in a transaction that occurred on Wednesday, July 29th. The shares were sold at an average price of $43.21, for a total value of $203,087.00. Following the transaction, the senior vice president directly owned 27,421 shares in the company, valued at approximately $1,184,861.41. This represents a 14.63% decrease in their ownership of the stock. The transaction was disclosed in a document filed with the Securities & Exchange Commission, which is accessible through the SEC website. Insiders own 2.10% of the company’s stock.

Gentherm Company Profile
(Get Free Report)

Gentherm Incorporated (NASDAQ: THRM) develops and manufactures thermal management and comfort technologies for the automotive and medical industries. The company’s automotive products include heated and ventilated seats, climate-controlled seating systems, heated steering wheels, thermal management systems for electric vehicles, and other components designed to improve passenger comfort and energy efficiency.

In the medical market, Gentherm provides patient temperature-management products and systems used in hospitals and other healthcare settings.

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Modine sets record date for spin-off of Performance Technologies 

Gentherm declares special cash dividend payable following completion of the transaction and conditioned on closing

NOVI, Mich. and RACINE, Wis., Sept. 17, 2026 (GLOBE NEWSWIRE) -- Gentherm (NASDAQ: THRM) (“Gentherm”) and Modine Manufacturing Company (NYSE: MOD) (“Modine”) today announced additional information in connection with the anticipated completion of the previously announced combination of Gentherm and Modine’s Performance Technologies business (the “Performance Technologies business”).

Under the terms of the transaction, Modine will spin off the Performance Technologies business, which is held by Platinum SpinCo Inc., a wholly owned subsidiary of Modine (“SpinCo”), through a distribution of SpinCo common stock to Modine shareholders. Immediately following the spin-off, Platinum Gold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with SpinCo (the “Merger”), completing the Reverse Morris Trust transaction.

The Modine Board of Directors has set the close of business on September 28, 2026, as the record date for the SpinCo distribution. The distribution of SpinCo common stock is expected to occur on October 1, 2026 (the “distribution date”), and the Merger is expected to be completed immediately following the SpinCo distribution on the same day.  

In connection with the transaction, the Gentherm Board of Directors has declared a special cash dividend (the “Cash Dividend”), which Gentherm estimates will be an aggregate of $58,350,533, or an estimated $1.90 per share of Gentherm common stock. The Cash Dividend will be payable in cash on October 7, 2026, to Gentherm shareholders of record as of the close of business on September 28, 2026. Payment of the Cash Dividend is conditioned upon the closing of the Merger. Modine shareholders who receive shares of Gentherm common stock in the Merger will not be entitled to the Cash Dividend with respect to those shares of Gentherm common stock. If the Merger is not completed, the Cash Dividend will not be paid.

Exchange Ratio Adjustment and Related Actions

The merger agreement provides a mechanism for preserving the tax-free nature of certain aspects of the transaction for U.S. federal income tax purposes to Modine and Modine shareholders, while maintaining the economic allocation between the Modine shareholders and the Gentherm shareholders set forth in the merger agreement. The mechanism includes the potential adjustment of the exchange ratio to be used at closing to determine the number of shares of Gentherm common stock to be issued for each share of SpinCo common stock. The amount of the adjustment to the exchange ratio depends principally on the extent to which the same persons are treated for U.S. federal income tax purposes as holding both Gentherm common stock and SpinCo common stock immediately prior to the Merger. As previously disclosed, the adjustment is not intended to impact the negotiated relative equity values of Gentherm and the Performance Technologies business in connection with the merger, and accordingly the adjustment is expected to have a neutral effect on the economics of the transaction.

Trading in Modine’s and Gentherm’s common stock since the date of the merger agreement has decreased the overlapping ownership described above and, accordingly, the parties expect the exchange ratio will be increased under the adjustment provisions in the merger agreement. As a result of the increase in the exchange ratio, the parties expect that Gentherm will issue approximately 2,902,466 additional shares of Gentherm common stock in the Merger. To offset the value of the issuance of additional shares of Gentherm common stock in the Merger:

The cash distribution to be paid by SpinCo to Modine prior to the Merger will be reduced from $210 million to $159 million; andGentherm will pay the Cash Dividend of approximately $58,350,533 in the aggregate, or approximately $1.90 per share, to its shareholders. Based on the expected increase in the exchange ratio and the number of fully diluted shares of Gentherm common stock of 31,230,226 as of September 16, 2026, immediately after the Merger closing, Gentherm shareholders immediately prior to the closing are expected to own approximately 56.4% of the combined company and the former holders of SpinCo common stock immediately prior to the closing are expected to own approximately 43.6% of the combined company, without taking into account any overlapping shareholder ownership.

The final exchange ratio, the final number of shares of Gentherm common stock to be issued in the Merger, the final amount of the reduction in the cash distribution to Modine and the final aggregate and per share amounts of the Cash Dividend will be determined in connection with the closing of the Merger and may differ from the estimates described above. The final exchange ratio, and the number of shares of Gentherm common stock issuable in respect of each share of Modine common stock will be announced by press release and Current Reports on Form 8-K filed by Gentherm and Modine on or promptly following the closing date.

SpinCo Distribution and Conversion of SpinCo Shares in the Merger

Each Modine shareholder will receive one share of SpinCo common stock for each share of Modine common stock they hold as of the record date for the SpinCo distribution, and each share of SpinCo common stock will automatically convert in the Merger into the right to receive a number of shares of Gentherm common stock equal to the exchange ratio.

Modine shareholders do not need to pay any consideration, exchange or surrender their Modine common stock or take any other action to receive the Gentherm common stock in the transaction, other than to hold Modine common stock as of the September 28, 2026 record date for the SpinCo distribution. Shares of Gentherm common stock will be delivered in book-entry form as promptly as practicable following the closing. No fractional shares of Gentherm common stock will be issued. Instead, fractional shares that Modine shareholders would otherwise be entitled to receive will be aggregated and sold in the open market, and the net cash proceeds, after deducting brokerage charges, commissions and applicable taxes, will be distributed on a pro rata basis to the shareholders otherwise entitled to them.

Following the closing of the transaction, Modine shareholders will continue to hold, along with the shares of Gentherm common stock received in the combination, the same number of shares of Modine common stock they held immediately prior to the close of the transaction.

Closing Conditions

Modine received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction, and at Gentherm’s special meeting of shareholders held on September 10, 2026, Gentherm shareholders approved the issuance of shares of Gentherm common stock in the Merger and an amendment to Gentherm’s Articles of Incorporation to increase the number of authorized shares of Gentherm common stock.

The closing of the transaction is subject to the satisfaction or waiver of the other closing conditions specified in the transaction agreements including, among others, consummation of the SpinCo financing, the continued validity of the Private Letter Ruling, Modine’s receipt of a solvency opinion and approval for listing on the Nasdaq Stock Market of the shares of Gentherm common stock to be issued in the transaction. If these conditions are not satisfied or waived, the distribution date may be postponed and a new record date for the SpinCo distribution may be set, in which case the due bill period described below would be adjusted accordingly. A new record date for the Cash Dividend may also be set. There can be no assurance that the distribution and the combination will be completed on the anticipated timeline or at all.

Trading Information

Modine has been advised by the New York Stock Exchange (the “NYSE”) that, beginning on September 28, 2026 and continuing through and including the closing date of the transaction, which is anticipated to be October 1, 2026, shares of Modine common stock will trade with “due bills” representing the right to receive the SpinCo common stock distribution (which shares of SpinCo common stock would be converted into shares of Gentherm common stock as a result of the transaction on the closing date of the transaction).

Due bills are expected to be removed, and Modine common stock is expected to begin trading without the entitlement to receive the SpinCo common stock distribution or the shares of Gentherm common stock, on October 2, 2026 (the “ex-spin date”), which is the first trading day following the anticipated closing date. Trades in Modine common stock executed with due bills attached are expected to settle on October 2, 2026. Modine has been advised by the NYSE that the last sale price of Modine common stock will be adjusted on the ex-spin date to reflect the value of the shares of Gentherm common stock distributable in respect of each share of Modine common stock.

Modine shareholders who sell shares of Modine common stock in the “regular way” market (that is, with due bills attached) on or after September 28, 2026 and on or before the closing date of the transaction will also sell their right to receive shares of Gentherm common stock in the transaction, even if they held Modine common stock at the close of business on the record date. Modine has been advised by the NYSE that no “ex-distribution” market in Modine common stock will be available prior to the closing date.

In all cases, investors should consult with their financial and tax advisors regarding the specific implications of selling shares of Modine common stock, including implications for the right to receive shares of SpinCo common stock as a result of the distribution as well as shares of Gentherm common stock as a result of the combination of SpinCo with Gentherm.

About Gentherm

Gentherm (NASDAQ: THRM) is a global market leader of innovative thermal management and pneumatic comfort technologies. Automotive products include Climate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and Massage Comfort Solutions, and Valve Systems. Medical products include patient temperature management systems. Gentherm is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has more than 14,000 employees in facilities across 13 countries. In 2025, the company recorded annual sales of approximately $1.5 billion and secured $2.2 billion in automotive new business awards. For more information, go to www.gentherm.com. 

About Modine

For more than 100 years, Modine has solved the toughest thermal management challenges for mission-critical applications. Our purpose of Engineering a Cleaner, Healthier World™ means we are always evolving our portfolio of technologies to provide the latest heating, cooling, and ventilation solutions. Through the hard work of more than 13,000 employees worldwide, our businesses advance our purpose with systems that improve air quality, reduce energy and water consumption, lower harmful emissions, enable cleaner running vehicles, and use environmentally friendly refrigerants. Modine is a global company headquartered in Racine, Wisconsin (U.S.), with operations in North America, South America, Europe, and Asia. For more information about Modine, visit www.modine.com.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction between Modine and Gentherm (the “Proposed Transaction”), the parties have filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other filings, a registration statement on Form S-4 filed by Gentherm (the “Form S-4”), which was declared effective by the SEC and includes a definitive proxy statement/prospectus of Gentherm, which has been mailed to shareholders of Gentherm, and a registration statement on Form 10 (the “Form 10”) filed by SpinCo, which was declared effective by the SEC, that incorporates by reference certain portions of the Form S-4 and serves as an proxy information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and the proxy statement/prospectus and other documents filed with the SEC by Gentherm, SpinCo or Modine through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm are available free of charge on Gentherm’s website at gentherm.com under the tab “Investors & Media” and under the heading “Financial Info” and subheading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo are available free of charge on Modine’s website at modine.com under the tab “Investors” and under the heading “Financials” and subheading “SEC Filings.”

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Proposed Transaction among Gentherm, Modine and SpinCo. These forward-looking statements may be identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing of the Proposed Transaction, the amount of the cash distribution to be received by Modine and the amount of the Cash Dividend to be paid to Gentherm shareholders, and ownership of the combined company following the closing of the Proposed Transaction are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Proposed Transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: (1) that one or more closing conditions to the Proposed Transaction may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all, in which case, the Cash Dividend will not be paid, and the risk that the final aggregate and per share amounts of the Cash Dividend, the final reduction in the cash distribution to Modine and the final number of additional shares of Gentherm common stock issued in the Merger differ from the estimates described in this release; (3) unexpected costs, charges or expenses resulting from the Proposed Transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction; (5) failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Proposed Transaction; (10) the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Proposed Transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that are filed with the SEC in connection with the Proposed Transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this press release. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Contacts

Gentherm:

Investor Contact 
Gregory Blanchette
[email protected]  
248.308.1702 

Media Contact 
Haley Baur 
[email protected]  
248.289.9711

Modine:

Investor Contact
Kathleen Powers
(262) 636-1687
[email protected]

Media Contacts
Adam Pollack / Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
[email protected]

Source: Modine

Modine’s $4B AI Coup Freezes Out the CompetitionGentherm NASDAQ: THRM outlined plans to diversify beyond light-vehicle thermal comfort products, expand margins and complete its combination with Modine Performance Technologies, which management expects to close in early fourth quarter.

Speaking at a JPMorgan event, President and CEO Bill Presley described Gentherm as a $1.5 billion provider of thermal and precision flow-management technologies. The company’s core platforms include air-moving devices, pneumatic systems, valve systems and thermal technologies. Its current revenue mix is 97% automotive and 3% medical, but management said it is pursuing growth in medical, home and office furnishings, commercial vehicles, off-highway equipment and power generation.

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Gentherm sells products such as heated and cooled seats, heated steering wheels, lumbar and massage systems, surgical warming blankets, warming pads and fluid-warming devices. Presley said the company supplies more than 50 automakers and holds about 50% of its core automotive market.

Modine transaction targets broader markets Management said the planned combination with Modine Performance Technologies represents a major step in shifting Gentherm’s end-market mix. Modine Performance Technologies produces heat exchangers used in commercial vehicles, off-highway equipment and power-generation applications.

Presley said the combined company would have approximately $2.6 billion in revenue on day one, EBITDA margins above 12%, and less than 70% exposure to light vehicles. Gentherm has set a goal of reaching $3.5 billion in revenue and more than $500 million in EBITDA by 2030.

The company expects the deal to create cross-selling opportunities, including an estimated $100 million of additional revenue by 2030. More than half of that opportunity is expected to come from Gentherm’s valve business, Presley said. The products can be used alongside Modine’s heat exchangers, while Modine’s operations could provide Gentherm access to new customers and markets.

India was highlighted as one potential benefit. Presley said Modine has manufacturing capacity and commercial teams in the country, enabling Gentherm to pursue opportunities involving two-wheelers, cooling products, valves and fans.

Chief Financial Officer and Treasurer Jon Douyard said the transaction is structured as a Reverse Morris Trust. Gentherm announced the deal in January, has received regulatory approvals and has secured $800 million in committed financing, he said. The company plans to hold its shareholder vote on Sept. 10 and remains on track for an early-fourth-quarter closing, subject to remaining items including an Internal Revenue Service ruling.

Automotive growth supported by take rates and new launches Douyard said Gentherm delivered a strong first half, driven by production launches, broad-based revenue growth and operational improvements. China, North America and Europe all contributed to growth, while pneumatic lumbar and massage products were a leading contributor.

Management characterized the year as “U-shaped” from a margin perspective. Gentherm saw strong first-quarter results, followed by a second-quarter step-down tied to inflationary pressures and inventory adjustments associated with its manufacturing footprint transitions. The company raised its guidance following its earnings report, Douyard said.

For 2027, Gentherm has projected revenue growth of 10% from the midpoint of its previously issued guidance, based on awarded business and program visibility. Management expects lumbar and massage systems to remain among its fastest-growing product categories.

Gentherm estimates climate-controlled seats currently reach about 50% of seats and could reach 70% by 2030. Pneumatic systems, which replace mechanical and electromechanical lumbar solutions with air bladders and valves, have about a 15% take rate and could double by 2030, according to Douyard.

In China, the company expects long-term growth of mid- to potentially high-single digits above the market. Douyard said Gentherm has tailored its products and operations for local requirements and is selectively partnering with Chinese automakers where it sees durable opportunities. He added that Chinese automakers expanding into Europe could turn to Gentherm because it already has a European footprint.

Home, office and medical initiatives advance Presley said Gentherm’s home and office business moved from initial work in June of last year to production by December using the same technologies and equipment used for automotive applications. The company initially won business with KUKA Home Furnishings and has since added four other original equipment manufacturers, though those customers have not yet been publicly named.

Management said it is comfortable targeting $100 million in home and office revenue by 2028, supported by applications in sofas, recliners, love seats, mattresses and office furniture. Presley said the business is utilizing open manufacturing capacity and has not required additional capital investment.

In medical, Gentherm plans to begin generating revenue this month from ThermAffyx, a warming and patient-positioning system designed for robotic surgery. Presley said the company combined automotive heated-seat technology with a high-density foam fixation pad and controller to address patient hypothermia during procedures.

The product was soft-launched in April at the Association of periOperative Registered Nurses event in New Orleans. Presley said 60 people signed up for training, 50 enrolled in a trial period, and Gentherm has secured contracts with group purchasing organizations.

Douyard also discussed Gentherm’s acquisition of IME, a patient thermal-management business expected to generate $17 million to $18 million of annual revenue with EBITDA margins above 20%. Gentherm expects its combined medical business, currently about $50 million, to exceed $100 million and approach $150 million by 2030.

Margin expansion plan Gentherm is pursuing more than 300 basis points of margin expansion over the next five years. Douyard cited manufacturing footprint consolidation, improved pricing and contract terms, higher volumes, and a larger contribution from home, office and medical products as primary drivers.

The company expects both legacy Gentherm and Modine Performance Technologies to move from EBITDA margins of roughly 12% to more than 15% by the end of the decade. Presley said Gentherm intends to use expected cash generation for strategic investments, acquisitions and shareholder returns.

About Gentherm (NASDAQ:THRM)Gentherm Incorporated NASDAQ: THRM is a global developer and supplier of advanced thermal management technologies for automotive, specialty vehicle, medical, consumer and industrial markets. The company's core focus lies in delivering integrated heating and cooling systems designed to enhance energy efficiency, comfort and safety across a wide range of applications. Gentherm's product portfolio includes seat thermal systems, heated and ventilated seating surfaces, steering wheel heaters, battery thermal management solutions, and climate systems for electric vehicles.

In the automotive sector, Gentherm partners with leading original equipment manufacturers to engineer and manufacture high-performance thermal solutions that meet stringent industry demands for reduced weight, lower energy consumption and improved passenger comfort.

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Revenue Growth of 9.5% (ex-FX) Year-over-Year Delivered Record Quarterly Revenue of $416 Million

2026 Full Year Guidance Raised

Board Authorized New Stock Repurchase Program of up to $400 Million

Strategic Medical Acquisition Broadens Product Portfolio and Expands Channel Access

NOVI, Mich., July 23, 2026 (GLOBE NEWSWIRE) -- Gentherm (NASDAQ:THRM), a global market leader of innovative thermal management and pneumatic comfort technologies, today announced its financial results for the second quarter ended June 30, 2026.

“The Gentherm team demonstrated strong commercial performance with record quarterly revenue, while also scaling our core technologies into new markets. Our growth initiatives in both home and office, and medical markets continued to accelerate.” said Bill Presley, the Company's President and CEO. “In addition, I was pleased with our execution during the quarter. The operating systems and key performance indicators we have put in place to drive more rigor and standardization throughout the business are yielding positive results.”

Second Quarter Highlights

Secured Automotive New Business Awards totaling $690 million in the quarter.Selected by two leading North American based furniture brands to supply climate and comfort solutions; fourth consecutive quarter securing new home and office customers.Product revenues of $416.2 million increased 11.0% from $375.1 million in the prior year. Excluding the impact of foreign currency translation, product revenues increased 9.5%, with Automotive increasing 9.8% and Medical decreasing 0.2%.Automotive Climate and Comfort Solutions revenue increased 14.1% year over year, or 12.7% excluding the impact of foreign currency translation, outperforming S&P Global’s mid-July light vehicle production report in our relevant markets by 14 percentage points.Gross margin was 23.2%, compared to 23.9% in the prior year. The decrease was primarily driven by higher material costs, including higher warranty accruals in Automotive and Medical, partially offset by strong operating leverage.Net income was $4.4 million, compared to $0.5 million in the prior year.Adjusted EBITDA was $48.8 million, or 11.7% of revenue, compared to $45.9 million, or 12.2% of revenue, in the prior year.GAAP diluted earnings per share was $0.14, compared to $0.02 in the prior year.Adjusted diluted earnings per share was $0.75, compared to $0.54 in the prior year.Cash flow from operations was $2.3 million, compared to $31.7 million in the prior year. The decrease was primarily driven by restructuring and merger and acquisition expenses.Second quarter ended with net leverage of ~0.3x and liquidity of $502.3 million. The Company provides various non-GAAP financial measures in this release. See “Use of Non-GAAP Measures” below for additional information, including definitions, usefulness for investors and limitations, as well as reconciliations below to the most directly comparable GAAP financial measures.

Guidance

The Company raised its guidance for full year 2026 which is provided below1:

 As of April 2026As of July 2026Product Revenues$1.5B – $1.6B$1.55B – $1.65BAdjusted EBITDA$175M – $195M$185M – $200MAdjusted Free Cash Flow$80M – $100M$85M – $100M 12026 guidance based on tariffs currently in effect as of today, our current forecast of customer orders and expectations of near-term conditions, light vehicle production in our relevant markets decreasing at a low single digit rate for full year 2026 versus 2025, and a EUR to USD exchange rate of $1.16/Euro. Assumes an effective tax rate of ~30%. Does not reflect any impact from the planned combination with Modine Performance Technologies.

Presley concluded, “Our strong first half performance puts us on track to deliver a solid year and gives us confidence in raising our 2026 guidance. We continue to transform the Company for profitable growth, margin expansion, and driving shareholder returns.”

M&A Updates

Completed key sign-to-close deliverables related to planned combination with Modine Performance Technologies. The transaction remains on track to close by early fourth quarter 2026.Acquired Innovative Medical Equipment, LLC, provider of the ThermaZone® thermal therapy device, expanding thermal management product portfolio and providing strong cross-selling opportunities by leveraging complementary customer bases across additional healthcare channels. New Stock Repurchase Authorization

The Board of Directors authorized a new stock repurchase program of up to $400 million of the Company’s issued and outstanding common stock.The new program will replace the Company's existing stock repurchase program effective July 27, 2026, and will remain in effect for a three-year period.As of June 30, 2026, the prior program had approximately $110 million of stock repurchase authorization remaining. “During the quarter, we secured financing that provides additional flexibility to support the long-term capital needs of the business. With a strong balance sheet and access to capital, we are well positioned to execute our strategic priorities while maintaining a disciplined approach to capital allocation.” said Jon Douyard, the Company’s Chief Financial Officer. “The Board's authorization of a new stock repurchase program underscores our confidence in the business's long-term cash flow generation and our commitment to creating value for shareholders.”

Conference Call

As previously announced, Gentherm will conduct a conference call today at 8:00 am Eastern Time to review these results. The dial-in number for the call is 1-877-407-4018 (callers in the U.S.) or +1-201-689-8471 (callers outside the U.S.). The passcode for the live call is 13761564.

A live webcast and one-year archived replay of the call, as well as a copy of the supplemental materials that will be used during the conference call, can be accessed on the Events page of the Investor section of Gentherm's website at www.gentherm.com.

A telephonic replay will be available approximately two hours after the call until 11:59 pm Eastern Time on August 6, 2026. The replay can be accessed by dialing 1-844-512-2921 (callers in the U.S.), or +1-412-317-6671 (callers outside the U.S.). The passcode for the replay is 13761564.

Investor Contact 
Gregory Blanchette
[email protected]  
248.308.1702 

Media Contact 
Haley Baur 
[email protected]  
248.289.9711

About Gentherm
Gentherm (NASDAQ: THRM) is a global market leader of innovative thermal management and pneumatic comfort technologies. Automotive products include Climate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and Massage Comfort Solutions, and Valve Systems. Medical products include patient temperature management systems. The Company is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has more than 14,000 employees in facilities across 13 countries. In 2025, the company recorded annual sales of approximately $1.5 billion and secured $2.2 billion in automotive new business awards. For more information, go to www.gentherm.com. 

NO OFFER OR SOLICITATION
This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed Transaction”) among Gentherm, Modine Manufacturing Company (“Modine”) and Modine’s Performance Technologies business (“SpinCo”), the parties have filed relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 filed by Gentherm on July 2, 2026 (the “Form S-4”) that includes a preliminary proxy statement/prospectus of Gentherm, and a registration statement on Form 10 filed by SpinCo that incorporates by reference certain portions of the Form S-4 and serves as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. Neither the Form S-4 nor the Form 10 have yet become effective. After the Form S-4 is declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to shareholders of Gentherm. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, Modine or SpinCo through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm are available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo are available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.”

Participants in the Solicitation
Gentherm and Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm’s shareholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 19, 2026, and its proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026 and supplemented on April 10, 2026. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and other relevant materials filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2026, which was filed with the SEC on May 27, 2026, and its proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on July 10, 2026. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.

Forward-Looking Statements 
Except for historical information contained herein, statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Gentherm Incorporated's goals, beliefs, plans and expectations about its prospects for the future and other future events. The forward-looking statements included in this release 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 analysis 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 important assumptions, significant risks and uncertainties (some of which are beyond our control) and other factors that may cause actual results or performance to differ materially from that described in or indicated by the forward-looking statements, including but not limited to:

macroeconomic, geopolitical and similar global factors in the cyclical Automotive industry;the impact of, and our ability to mitigate the effects of, global economic and trade policies, including increases in duties, tariffs and taxation on the import or export of our products related to U.S. trade disputes;increasing U.S. and global competition, including with non-traditional entrants;our ability to effectively manage new product launches and research and development, and the market acceptance of such products and technologies;the evolution and challenges of the automotive industry towards electric vehicles, autonomous vehicles and mobility on demand services, and related consumer behaviors and preferences;our ability to convert automotive new business awards into product revenues;the constraints in the supply chain environment, and inflationary and other cost pressures;the production levels of our major customers and OEMs in our relevant markets and sudden fluctuations in such production levels;our business in China, which is subject to unique operational, competitive, geopolitical, regulatory and economic risks;the impact of our global operations, including our cost structure and global manufacturing footprint, operations within Ukraine, and foreign currency and exchange risk;our product quality and safety and impact of product safety recalls and alleged defects in products;our ability to attract and retain highly skilled employees and wage inflation;a tightening labor market, labor shortages or work stoppages impacting us, our customers or our suppliers, such as recent labor strikes among certain OEMs and suppliers;our achievement of product cost reductions to offset customer-imposed price reductions or other pricing pressures;our ability to execute efforts to optimize our global supply chain and manufacturing footprint, including opening new facilities and transferring production;our ability to source, consummate, integrate and achieve planned benefits of strategic acquisitions, investments and, as applicable, exits;any security breaches and other disruptions to our information technology networks and systems, as well as privacy, data security and data protection risks, including risks associated with use of artificial intelligence capabilities in our business operations;any loss or insolvency of our key customers and OEMs, or key suppliers;our ability to project future sales volume based on third-party information, based on which we manage our business;the protection of our intellectual property in certain jurisdictions;our compliance with global anti-corruption laws and regulations;legal and regulatory proceedings and claims involving us or one of our major customers;the extensive regulation of our patient temperature management business;risks associated with our manufacturing processes;the effects of climate change and regulatory and stakeholder-imposed requirements to address climate change and other sustainability issues;our product quality and safety;our borrowing availability under our revolving credit facility, as well as the ability to access the capital markets, to support our planned growth; andour indebtedness and compliance with our debt covenants. Furthermore, important factors related to the Proposed Transaction could cause actual results to differ materially from those currently anticipated, including:

that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained;the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all;unexpected costs, charges or expenses resulting from the Proposed Transaction;uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction;failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all;the ability of the combined company to implement its business strategy;difficulties and delays in the combined company achieving revenue and cost synergies;inability of the combined company to retain and hire key personnel;the occurrence of any event that could give rise to termination of the Proposed Transaction;the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability;evolving legal, regulatory and tax regimes;changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs;actions by third parties, including government agencies;the risk that the anticipated tax treatment of the Proposed Transaction is not obtained;the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; andrisks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties. The foregoing risks should be read in conjunction with the Company's reports filed with or furnished to the Securities and Exchange Commission (the “SEC”), including “Risk Factors,” in its most recent Annual Report on Form 10-K and subsequent SEC filings, for a discussion of these and other risks and uncertainties. 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 (except the Proposed Transaction to the extent specified), each of which may present material risks to the Company’s future business and financial results. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time.

Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its strategies or expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 

Use of Non-GAAP Financial Measures
In addition to the results reported in accordance with GAAP throughout this release, the Company has provided here or elsewhere information regarding: adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); Adjusted EBITDA margin; Adjusted net income; Adjusted earnings per share (“Adjusted earnings per share” or “Adjusted EPS”); Quarter-to-date Operating Cash Flow; Free Cash Flow; Adjusted Free Cash Flow; Adjusted Free Cash Flow Conversion rate; net capital expenditures (“net CAPEX”); Net Debt; Liquidity; Net Leverage Ratio (“Net Leverage”); revenue, segment revenue and product revenue excluding foreign currency translation and other specified gains and losses; Adjusted operating expenses; Pro Forma Revenue; Pro Forma Adjusted EBITDA; and Pro Forma Adjusted EBITDA Margin, each a non-GAAP financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock based compensation expenses, restructuring expenses, net, unrealized currency gain or loss and other gains and losses not reflective of the Company’s ongoing operations and related tax effects. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by product revenues. The Company defines Adjusted net income as earnings adjusted by restructuring expenses, net, unrealized currency gain or loss and other gains and losses not reflective of the Company’s ongoing operations and related tax effects. The Company defines Adjusted EPS as Adjusted net income divided by the Company’s weighted average shares outstanding. The Company defines Quarter-to-date Operating Cash Flow as Net cash provided by/(used in) operating activities for the current period, less that of the immediately preceding period. The Company defines Free Cash Flow as Net cash provided by/(used in) operating activities plus Proceeds from the sale of property and equipment less Purchases of property and equipment. The Company defines net CAPEX as Purchases of property and equipment less Proceeds from the sale of property and equipment. The Company defines Adjusted Free Cash Flow as Net cash provided by/(used in) operating activities, excluding cash restructuring expenses, net and other gains and losses not reflective of the Company’s ongoing operations, less net CAPEX. The Company defines Adjusted Free Cash Flow Conversion rate as Adjusted Free Cash Flow divided by Adjusted EBITDA. The Company defines Net Debt as the principal amount of all Consolidated Funded Indebtedness (as defined in the Credit Agreement) less cash and cash equivalents. The Company defines Liquidity as the sum of cash and cash equivalents and availability under the Company’s revolving line of credit. The Company defines Net Leverage as Net Debt divided by Adjusted EBITDA for the trailing four fiscal quarters. The Company defines revenue, segment revenue or product revenue excluding foreign currency translation and other specified gains and losses as such revenue, excluding the estimated effects of foreign currency exchange on revenue by translating actual revenue using the prior period foreign currency exchange rates and excluding the other items specified. The Company defines Adjusted operating expenses as operating expenses excluding related non-cash stock based compensation, restructuring expenses, net, and other gains and losses not reflective of the Company’s ongoing operations. The Company defines Pro Forma Revenue as Gentherm’s product revenues for the trailing four fiscal quarters (from the date specified), plus Modine Performance Technologies’ Net sales for the trailing four fiscal quarters (from the date specified), as reported by Modine Manufacturing Company, adjusted to reflect the latest business structure. The Company defines Pro Forma Adjusted EBITDA as Gentherm’s Adjusted EBITDA for the trailing four fiscal quarters (from the date specified), plus Modine Performance Technologies’ Adjusted EBITDA for the trailing four fiscal quarters (from the date specified), as reported by Modine Manufacturing Company, adjusted to reflect the latest business structure and go-forward operational alignment. The Company defines Pro Forma Adjusted EBITDA Margin as Pro Forma Adjusted EBITDA divided by Pro Forma Revenue.

The Company’s reconciliations are included in this release or can be found in the supplemental materials for this reporting period on the Company’s website.

In evaluating its business, the Company considers and uses Quarter-to-date Operating Cash Flow, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion rate, Net Debt, Net Leverage and Liquidity as supplemental measures of its liquidity and the other non-GAAP financial measures as supplemental measures of its operating performance. Management provides such non-GAAP financial measures so that investors will have the same financial information that management uses with the belief that it will assist investors in properly assessing the Company's performance on a period-over-period basis by excluding matters not indicative of the Company’s ongoing operating or liquidity results and therefore enhance the comparability of the Company's results and provide additional information for analyzing trends in the business. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur revenues, expenses, and cash and non-cash obligations that are the same as or similar to some of the adjustments in our presentation of non-GAAP financial measures. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There also can be no assurance that we will not modify the presentation of our non-GAAP financial measures in the future, and any such modification may be material. Other companies in our industry may define and calculate these non-GAAP financial measures differently than we do and those calculations may not be comparable to our metrics. These non-GAAP measures have limitations as analytical tools, and when assessing the Company's operating performance or liquidity, investors should not consider these non-GAAP measures in isolation, or as a substitute for net income/(loss), revenue or other consolidated income/(loss) statement or cash flow statement data prepared in accordance with GAAP.

Non-GAAP measures referenced in this release and other public communications may include estimates of future Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion rate, Adjusted EPS, Pro Forma Revenue, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin. The Company has not reconciled the non-GAAP forward-looking guidance included in this release to the most directly comparable GAAP measures because this cannot be done without unreasonable effort due to the variability and low visibility with respect to taxes and non-recurring items, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.

  GENTHERM INCORPORATEDCONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)

          Three Months Ended June 30,  Six Months Ended June 30,   2026  2025  2026  2025 Product revenues $416,166  $375,090  $809,872  $728,944 Cost of sales  319,739   285,328   616,218   552,717 Gross margin  96,427   89,762   193,654   176,227 Operating expenses:            Net research and development expenses  24,069   22,558   48,015   46,774 Selling, general and administrative expenses  55,705   41,087   111,010   79,565 Restructuring expenses, net  5,964   2,108   12,655   6,622 Loss on sale of land and building, net  —   —   —   2,196 Total operating expenses  85,738   65,753   171,680   135,157 Operating income  10,689   24,009   21,974   41,070 Interest expense, net  (3,290)  (4,043)  (5,923)  (7,598)Foreign currency loss  (237)  (17,432)  (1,297)  (27,730)Other income (loss)  162   —   184   (1,124)Earnings before income tax  7,324   2,534   14,938   4,618 Income tax expense  2,904   2,057   6,300   4,269 Net income $4,420  $477  $8,638  $349 Basic earnings per share $0.14  $0.02  $0.28  $0.01 Diluted earnings per share $0.14  $0.02  $0.28  $0.01 Weighted average number of shares – basic  30,650   30,600   30,584   30,687 Weighted average number of shares – diluted  31,054   30,652   30,947   30,781    GENTHERM INCORPORATEDREVENUE BY PRODUCT CATEGORY AND RECONCILIATION OF FOREIGN CURRENCY TRANSLATION IMPACT
(Dollars in thousands)
(Unaudited)

          Three Months Ended June 30,  Six Months Ended June 30,   2026  2025  % Change  2026  2025  % Change Climate Control Seats $217,465  $200,020   8.7 % $424,053  $391,173   8.4 %Lumbar and Massage Comfort Solutions  72,588   52,530   38.2 %  134,849   97,843   37.8 %Climate Control Interiors  52,538   49,585   6.0 %  103,302   94,926   8.8 %Climate and Comfort Electronics  8,746   5,906   48.1 %  17,906   13,621   31.5 %Automotive Climate and Comfort Solutions  351,337   308,041   14.1 %  680,110   597,563   13.8 %Valve Systems  25,102   25,143   (0.2)%  51,675   48,316   7.0 %Other Automotive  28,376   30,668   (7.5)%  55,196   59,847   (7.8)%Subtotal Automotive segment  404,815   363,852   11.3 %  786,981   705,726   11.5 %Medical segment  11,351   11,238   1.0 %  22,891   23,218   (1.4)%Total Company $416,166  $375,090   11.0 % $809,872  $728,944   11.1 %                   Foreign currency
translation impact (a)  5,298   —      19,592   —    Total Company, excluding foreign currency translation impact $410,868  $375,090   9.5 % $790,280  $728,944   8.4 %                   (a) Foreign currency translation impacts for the Automotive segment and Medical segment were $5,161 and $137 respectively, for the three months ended June 30, 2026. Foreign currency translation impacts for Automotive Climate and Comfort Solutions were $4,298 for the three months ended June 30, 2026. Foreign currency translation impacts for the Automotive segment and Medical segment were $19,140 and $452 respectively, for the six months ended June 30, 2026. Foreign currency translation impacts for Automotive Climate and Comfort Solutions were $15,218 for the six months ended June 30, 2026.    GENTHERM INCORPORATEDRECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
AND ADJUSTED EBITDA MARGIN
(Dollars in thousands)
(Unaudited)

          Three Months Ended June 30,  Six Months Ended June 30,   2026  2025  2026  2025 Net income $4,420  $477  $8,638  $349 Add back:            Depreciation and amortization  14,310   13,058   28,383   25,846 Income tax expense  2,904   2,057   6,300   4,269 Interest expense, net  3,290   4,043   5,923   7,598 Adjustments:            Non-cash stock based compensation  4,735   3,992   7,446   6,589 Restructuring expenses, net  5,964   2,108   12,655   6,622 Unrealized currency (gain) loss  (644)  18,877   174   28,484 Merger and acquisition expenses  12,862   —   27,659   — Leadership transition expenses  1,107   1,260   1,410   2,158 Loss on sale of land and building, net  —   —   —   2,196 Other (a)  (163)  25   (458)  1,127 Adjusted EBITDA $48,785  $45,897  $98,130  $85,238              Product revenues $416,166  $375,090  $809,872  $728,944 Net income margin  1.1%  0.1%  1.1%  0.0%Adjusted EBITDA margin  11.7%  12.2%  12.1%  11.7%             (a) Includes a $1,294 decrease in fair value of an equity investment for the six months ended June 30, 2025.    GENTHERM INCORPORATEDRECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
AND ADJUSTED EARNINGS PER SHARE
(Dollars in thousands, except per share data)
(Unaudited)

          Three Months Ended June 30,  Six Months Ended June 30,   2026  2025  2026  2025 Net income $4,420  $477  $8,638  $349 Amortization of acquisition related intangibles  1,686   1,638   3,375   3,197 Restructuring expenses, net  5,964   2,108   12,655   6,622 Unrealized currency (gain) loss  (644)  18,877   174   28,484 Merger and acquisition expenses  12,862   —   27,659   — Leadership transition expenses  1,107   1,260   1,410   2,158 Loss on sale of land and building, net  —   —   —   2,196 Other  (163)  25   (458)  1,127 Tax effect of above  (2,058)  (7,709)  (4,461)  (11,840)Adjusted net income $23,174  $16,676  $48,992  $32,293              Weighted average shares outstanding:            Basic  30,650   30,600   30,584   30,687 Diluted  31,054   30,652   30,947   30,781              Earnings per share, as reported:            Basic $0.14  $0.02  $0.28  $0.01 Diluted $0.14  $0.02  $0.28  $0.01              Adjusted earnings per share:            Basic $0.76  $0.54  $1.60  $1.05 Diluted $0.75  $0.54  $1.58  $1.05               GENTHERM INCORPORATEDCONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)

     June 30, 2026  December 31, 2025 ASSETS      Current Assets:      Cash and cash equivalents $213,173  $160,833 Accounts receivable, net  338,851   281,083 Inventory:      Raw materials  116,549   128,314 Work in process  37,913   35,429 Finished goods  90,076   88,959 Inventory, net  244,538   252,702 Other current assets  83,451   82,332 Total current assets  880,013   776,950 Property and equipment, net  268,780   270,614 Goodwill  107,111   108,918 Other intangible assets, net  49,703   52,796 Operating lease right-of-use assets  50,794   56,524 Deferred income tax assets  92,957   93,552 Other non-current assets  43,846   37,075 Total assets $1,493,204  $1,396,429 LIABILITIES AND SHAREHOLDERS’ EQUITY      Current Liabilities:      Accounts payable $270,382  $260,487 Current lease liabilities  8,199   9,646 Current maturities of long-term debt  868   73 Other current liabilities  146,832   134,104 Total current liabilities  426,281   404,310 Long-term debt, less current maturities  272,390   189,000 Non-current lease liabilities  43,623   48,105 Pension benefit obligation  3,313   3,748 Other non-current liabilities  24,479   30,943 Total liabilities $770,086  $676,106 Shareholders’ Equity:      Common Stock:      No par value; 55,000,000 shares authorized 30,705,208 and 30,526,231 issued and outstanding at June 30, 2026 and December 31, 2025, respectively  10,709   5,611 Paid-in capital  1,590   1,590 Accumulated other comprehensive loss  (11,905)  (964)Accumulated earnings  722,724   714,086 Total shareholders’ equity  723,118   720,323 Total liabilities and shareholders’ equity $1,493,204  $1,396,429      GENTHERM INCORPORATED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

       Six Months Ended June 30,   2026  2025 Operating Activities:      Net income $8,638  $349 Adjustments to reconcile net income to net cash provided by operating activities:      Depreciation and amortization  28,744   26,089 Deferred income taxes  (8,676)  (12,202)Stock based compensation  7,446   6,604 Loss on disposition of property and equipment  246   2,444 Provisions for inventory  2,425   3,213 Other non-cash items, including unrealized foreign currency (gain) loss  1,456   31,364 Changes in assets and liabilities:      Accounts receivable, net  (58,121)  (23,690)Inventory  (4,379)  (13,430)Other assets  (3,816)  (23,102)Accounts payable  16,224   20,522 Other liabilities  12,085   13,540 Net cash provided by operating activities  2,272   31,701 Investing Activities:      Purchases of property and equipment  (14,203)  (23,728)Proceeds from the sale of property and equipment  70   3,745 Proceeds from deferred purchase price of factored receivables  —   744 Cost of technology investments  (250)  (590)Net cash used in investing activities  (14,383)  (19,829)Financing Activities:      Borrowings on debt  142,000   52,000 Repayments of debt  (71,072)  (63,076)Cash paid for financing new loans  (2,761)  — Taxes withheld and paid on employees' stock based compensation  (2,302)  (1,238)Cash paid for the repurchase of Common Stock  —   (10,015)Net cash provided by (used in) financing activities  65,865   (22,329)Foreign currency effect  (1,414)  4,620 Net increase (decrease) in cash and cash equivalents  52,340   (5,837)Cash and cash equivalents at beginning of period  160,833   134,134 Cash and cash equivalents at end of period $213,173  $128,297    GENTHERM INCORPORATEDOTHER NON-GAAP RECONCILIATIONS
(Dollars in thousands)
(Unaudited)

          Three Months Ended June 30,  Six Months Ended June 30,   2026  2025  2026  2025 Total operating expenses $85,738  $65,753  $171,680  $135,157 Restructuring expense, net  (5,964)  (2,108)  (12,655)  (6,622)Non-cash stock based compensation  (4,536)  (3,883)  (6,954)  (6,232)Merger and acquisition expenses  (12,862)  —   (27,659)  — Leadership transition expenses  (1,107)  (1,260)  (1,410)  (2,158)Loss on sale of land and building, net  —   —   —   (2,196)Adjusted operating expenses $61,269  $58,502  $123,002  $117,949    June 30, 2026  June 30, 2025 Cash and cash equivalents $213,173  $128,297 Revolving line of credit availability  289,137   287,970 Total liquidity $502,310  $416,267    June 30, 2026  June 30, 2025 Current maturities of long-term debt $868  $146 Long-term debt, less current maturities  272,390   209,000 Total Debt  273,258   209,146 Cash and cash equivalents  213,173   128,297 Net Debt $60,085  $80,849        Adjusted EBITDA for the trailing four fiscal quarters $187,712  $174,714 Net Leverage  0.3   0.5    Three Months Ended June 30,  Six Months Ended June 30,   2026  2025  2026  2025 Net cash provided by operating activities $7,315  $45,045  $2,272  $31,701 Purchases of property and equipment  (8,552)  (8,857)  (14,203)  (23,728)Proceeds from the sale of property and equipment  69   2   70   3,745 Free Cash Flow  (1,168)  36,190   (11,861)  11,718 Cash effect of adjustments:            Restructuring expenses, net  4,464   1,933   6,618   4,340 Merger and acquisition expenses  15,153   —   21,052   — Leadership transition expenses  26   206   26   6,061 Other  —   (2,143)  —   (1,399)Adjusted Free Cash Flow $18,475  $36,186  $15,835  $20,720 

NOVI, Mich., July 20, 2026 (GLOBE NEWSWIRE) -- Gentherm, a global market leader of innovative thermal management and pneumatic comfort technologies, announced today it received FDA 510(k) clearance for its patented ThermAffyx™ Patient Safety System. This Class II medical device combines active patient warming, securement and pressure reduction in a single platform designed for the more than 3 million robotic-assisted surgical procedures performed annually worldwide. Product trials at healthcare facilities are scheduled to begin in August, with revenue generation expected to commence in Q3 2026.

Historically, surgical teams have pieced together separate solutions to address warming and securement issues. ThermAffyx simplifies that process by combining two critical patient safety functions into a single system that fits naturally into existing surgical workflows.

Traditional underbody securement pads help prevent patient movement but do not provide active warming. This is especially problematic in robotic procedures and surgeries that require the patient to be tilted in Trendelenburg position. Studies have found that only 17% to 21% of a patient's body surface area may be available for forced-air warming during these procedures, and more than one-quarter of robotic surgery patients are hypothermic in recovery, despite warming interventions.

The ThermAffyx Patient Safety System was developed to address this gap by integrating active underbody warming directly into an anti-slip securement pad. The radiolucent heating element is powered by Gentherm's proprietary Carbotex® carbon-fiber heating technology. This is more than a new warming device. It's a purpose-built patient safety platform designed around the realities of modern robotic surgery. 

The FDA clearance follows Gentherm's 510(k) submission announced earlier this year and represents a significant expansion of the company's patient temperature management portfolio.

About Gentherm
Gentherm (NASDAQ: THRM) is a global market leader of innovative thermal management and pneumatic comfort technologies. Automotive products include Climate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and Massage Comfort Solutions, and Valve Systems. Medical products include patient temperature management systems. The Company is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has more than 14,000 employees in facilities across 13 countries. In 2025, the company recorded annual sales of approximately $1.5 billion and secured $2.2 billion in automotive new business awards. For more information, go to www.gentherm.com. 

Investor Contact 
Gregory Blanchette
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248.308.1702

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