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Gentherm Inc (THRM) Form 8-K — Oct 1, 2026

$THRMForm 8-KItems 1.01, 2.01, 2.03, 5.02, 5.03, 7.01, 9.01Filed Oct 1, 2026, 4:47 PM ET0001193125-26-410776Original filing

Gentherm completed its combination with Modine's Performance Technologies business on October 1, 2026, closing the spin-off and merger first announced January 29, 2026. SpinCo was separated from Modine, distributed pro rata to Modine shareholders, then merged into Gentherm at 0.44619 Gentherm shares per SpinCo share. Gentherm issued 23,735,961 new shares, leaving former Modine holders with approximately 43.62% of the combined company and legacy Gentherm holders with 56.38%. The company also declared a $63.5 million special cash dividend ($2.07 per share) payable October 7, 2026, and increased authorized common shares from 55 million to 110 million.

Key figures

Debt Amount
250000000
Gross Proceeds
0
Shares Offered
23735961
Exchange ratio
0.44619 Gentherm shares per SpinCo share
Ddtl margin range
1.125%-2.000% over term SOFR
Board size increase
9 to 10
Dividend payment date
2026-10-07
Special dividend total
$63,500,492
Legacy gentherm ownership
56.38%
Authorized shares increase
55,000,000 to 110,000,000
Special dividend per share
$2.07
Former modine holders ownership
43.62%
Spinco cash distribution to modine
$156 million

AI analysis

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.