{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-410776","form_type":"8-K","ticker":"THRM","cik":"0000903129","company_name":"Gentherm Inc","filed_at":"2026-10-01T20:47:12+00:00","discovered_at":"2026-10-01T20:48:00.253397+00:00","generated_at":"2026-10-12T14:25:51.405464+00:00","sec_items":["1.01","2.01","2.03","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Gentherm closes Reverse Morris Trust with Modine's Performance Technologies; $2.07/share special dividend","bullets":["Gentherm issued 23,735,961 shares to close the deal; Modine holders received 0.44619 THRM shares per MOD share and now own ~43.62% of the combined company.","Special cash dividend of $2.07 per share (aggregate $63,500,492), payable October 7, 2026 to holders of record September 28, 2026.","SpinCo borrowed $250.0M under a delayed draw term loan at SOFR plus 1.125%-2.000%; Gentherm guaranteed the debt and pledged substantially all of its assets.","SpinCo paid Modine a $156M cash distribution used to repay debt; Gentherm acquired the Modine brand and will go to market as Modine, while Modine plans to rename as Modexus Solutions.","Board grew from 9 to 10 members with Paul Mascarenas, ex-Ford CTO, effective October 1, 2026; authorized shares rose to 110,000,000 from 55,000,000."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-410776","json":"https://secwatch.observer/filing/0001193125-26-410776.json","markdown":"https://secwatch.observer/filing/0001193125-26-410776.md","text":"https://secwatch.observer/filing/0001193125-26-410776.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/903129/000119312526410776/0001193125-26-410776-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/903129/000119312526410776/d214921d8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T14:25:51.405464+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}