---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-029374"
form_type: "8-K"
ticker: "THRM"
cik: "0000903129"
company_name: "Gentherm Inc"
filed_at: "2026-01-29T23:59:59+00:00"
generated_at: "2026-05-16T06:48:14.918473+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Gentherm to acquire Modine's Performance Technologies business; Gentherm shareholders to own ~60% of combined co.

## Summary
- Gentherm shareholders will own ~60%; former SpinCo shareholders ~40% post-merger, subject to tax-driven adjustment to 50.5%.
- SpinCo will pay Modine $210M in cash (SpinCo Cash Distribution) prior to distribution, decreasing if more shares issued.
- Gentherm must pay Modine a $45M termination fee if Merger Agreement is terminated under specified circumstances.
- Closing expected by March 31, 2027, subject to Gentherm shareholder vote, regulatory approvals, IRS ruling, and Nasdaq listing.
- Transaction unanimously approved by both companies' Boards of Directors; bridge loan facility of $210M executed.

## SEC filing metadata
- accession: 0001193125-26-029374
- form_type: 8-K
- ticker: THRM
- cik: 0000903129
- company_name: Gentherm Inc
- filed_at: 2026-01-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/903129/000119312526029374/0001193125-26-029374-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/903129/000119312526029374/d69298d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-029374
- JSON: https://secwatch.observer/filing/0001193125-26-029374.json
- Plain text: https://secwatch.observer/filing/0001193125-26-029374.txt

## Key facts
- Material Agreements
  Gentherm Inc entered into Separation Agreement with Modine Manufacturing Co., Platinum SpinCo Inc. valued at Separation of SpinCo Business from Modine via transfer of assets and liabilities and distribution of (effective 2026-01-29).
  - Action: entry
  - Agreement: merger
  - Counterparty: Modine Manufacturing Co., Platinum SpinCo Inc.
  - Value: Separation of SpinCo Business from Modine via transfer of assets and liabilities and distribution of
  - Effective: 2026-01-29
  source text: (ii) a Separation Agreement (the “Separation Agreement”), dated as of January 29, 2026, by and among Modine, Gentherm and SpinCo
  evidence_url: https://www.sec.gov/Archives/edgar/data/903129/000119312526029374/0001193125-26-029374-index.htm
- Material Agreements
  Gentherm Inc entered into Agreement and Plan of Merger with Modine Manufacturing Co., Platinum SpinCo Inc., Platinum Gold Merger Sub Inc. valued at Merger of Merger Sub with and into SpinCo, with SpinCo surviving as a wholly-owned subsidiary of Gen (effective 2026-01-29).
  - Action: entry
  - Agreement: merger
  - Counterparty: Modine Manufacturing Co., Platinum SpinCo Inc., Platinum Gold Merger Sub Inc.
  - Value: Merger of Merger Sub with and into SpinCo, with SpinCo surviving as a wholly-owned subsidiary of Gen
  - Effective: 2026-01-29
  source text: (i) an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 29, 2026, by and among Modine, Gentherm, SpinCo and Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/903129/000119312526029374/0001193125-26-029374-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.