The transaction is on track with key conditions satisfied (IRS ruling, shareholder approval). Monitor the closing on Oct 1 and the ex-spin date Oct 2 for price adjustment on MOD. The final exchange ratio and final cash amounts may still differ from estimates.
Price Chart
Executive Summary
Modine and Gentherm announced final details for the spin-off of Modine's Performance Technologies business and its merger with Gentherm, a Reverse Morris Trust transaction. The record date for the spin-off is September 28, 2026, with the distribution and merger expected to close on October 1, 2026. The exchange ratio will be increased, resulting in Gentherm issuing approximately 2.9 million additional shares, offset by a reduction in the cash distribution to Modine from $210 million to $159 million and a special cash dividend of ~$58.4 million from Gentherm.
Key Facts
- Record date for SpinCo distribution: September 28, 2026.
- Distribution and merger expected to close on October 1, 2026.
- Gentherm will issue approximately 2,902,466 additional shares due to exchange ratio adjustment.
- Cash distribution from SpinCo to Modine reduced from $210 million to $159 million.
- Gentherm declares special cash dividend of ~$58,350,533 (~$1.90/share, conditioned on closing.
- Post-merger ownership: Gentherm shareholders ~56.4%, SpinCo holders ~43.6%.
- Modine shareholders receive 1 SpinCo share per MOD share; no action required.
- Modine received favorable IRS Private Letter Ruling; Gentherm shareholders approved share issuance.
- MOD trades with due bills from Sep 28 to Oct 1; ex-spin date Oct 2, 2026.
Financial Impact
Gentherm issues ~2.9M additional shares; cash distribution to Modine reduced by $51M; special dividend $58.4M; no revenue or earnings data in filing.
Risk Factors
- Closing conditions not satisfied or waived; transaction may not close.
- Final exchange ratio and cash amounts may differ from estimates.
- Integration risk and failure to achieve expected benefits.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001104659-26-108614 |
| Document: tm2625565d1_8k.htm | 0001104659-26-108614 |
| Document: 0001104659-26-108614-index-headers.html | 0001104659-26-108614 |
| Document: 0001104659-26-108614-index.html | 0001104659-26-108614 |
| Document: 0001104659-26-108614.txt | 0001104659-26-108614 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | Institutional Cluster | $135.17 $133.34 | ▲ +1.35% | ▲ +0.83% | $137.31 (−1.58%) |
Oct 21, 2026 6d ago | Press Release | $149.78 $135.17 | ▼ −9.75% | ▼ −8.57% | $137.31 (−8.33%) |
Oct 13, 2026 14d ago | DEF 14A | $172.57 $157.75 | ▼ −8.59% | ▼ −7.51% | $137.31 (−20.43%) |
Oct 1, 2026 25d ago | 8-K | $178.20 $182.91 | ▲ +2.64% | ▲ +1.97% | $137.31 (−22.95%) |
Sep 17, 2026 5w ago | 425 | $188.72 $197.62 | ▲ +4.72% | ▲ +3.17% | $137.31 (−27.24%) |
Sep 17, 2026 5w ago | 8-K | $188.72 $197.62 | ▲ +4.72% | ▲ +3.17% | $137.31 (−27.24%) |
Aug 4, 2026 11w ago | Institutional Cluster | $194.61 $192.52 | ▼ −1.07% | ▼ −0.91% | $137.31 (−29.44%) |
Jul 31, 2026 12w ago | 425 | $201.06 $195.92 | ▼ −2.56% | ▼ −3.98% | $137.31 (−31.71%) |
Jul 29, 2026 12w ago | 8-K | $193.91 $201.06 | ▲ +3.69% | ▲ +2.98% | $137.31 (−29.19%) |
Jul 29, 2026 12w ago | Press Release | $193.91 $201.06 | ▲ +3.69% | ▲ +2.98% | $137.31 (−29.19%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers