The filing provides the first comprehensive pro forma financials for the combined entity. Monitor the next quarterly report for actual combined results and progress on the $250 million SpinCo debt. The pro forma figures exclude cost synergies — any guidance on synergy realization will be a key catalyst.
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Executive Summary
Gentherm filed this 8-K/A to provide unaudited pro forma financials for its completed acquisition of Modine's Performance Technologies business via a Reverse Morris Trust transaction. The deal closed on October 1, 2026, with Gentherm issuing 23.7 million shares (43.62% of pro forma ownership) and paying a $63.5 million special dividend. Pro forma combined revenue for the six months ended June 30, 2026 was $1.37 billion, with net income of $10.2 million ($0.19 EPS), while the pro forma 2025 year shows a net loss of $66.1 million due to transaction costs and purchase accounting adjustments.
Key Facts
- Acquisition of Modine's Performance Technologies business closed on October 1, 2026 via a Reverse Morris Trust (spin-off + merger).
- Gentherm issued 23,735,961 shares to former Modine shareholders, who now own ~43.62% of the combined company.
- Gentherm paid a $63.5 million special cash dividend ($2.07/share) to legacy Gentherm shareholders.
- Pro forma combined revenue for H1 2026: $1.37 billion (Gentherm standalone $809.9M + PT Business $564.7M).
- Pro forma net income attributable to Gentherm for H1 2026: $10.2 million ($0.19 diluted EPS).
- Pro forma net loss for FY 2025: ($66.1 million) due to transaction costs, inventory step-up amortization, and pension termination.
- Preliminary purchase consideration: $792.1 million, including $790.4 million in Gentherm stock at $33.30/share.
- Goodwill of $205.6 million and $180 million in identifiable intangible assets were recorded.
- SpinCo incurred $250 million in debt (Permanent SpinCo Financing) to fund a $156 million cash distribution to Modine.
- Pro forma balance sheet as of June 30, 2026 shows $2.80 billion in total assets and $1.44 billion in shareholders' equity.
Financial Impact
Pro forma combined revenue of $2.61 billion (FY 2025) and $1.37 billion (H1 2026). Pro forma net loss of $66.1 million for FY 2025, net income of $10.2 million for H1 2026. Total transaction value of $792 million in stock plus $63.5 million special dividend.
Risk Factors
- Integration risk: potential failure to achieve cost synergies and operational efficiencies.
- Debt overhang: $250 million SpinCo debt adds leverage; sensitivity analysis shows a 1% rate change impacts interest expense by ~$2.5 million annually.
- Dilution: 43.6% ownership dilution for legacy Gentherm shareholders.
- Preliminary purchase price allocation subject to material changes within one year.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K/A Filing (Primary) | 0001193125-26-419232 |
| Document: d186467d8ka.htm | 0001193125-26-419232 |
| Document: 0001193125-26-419232-index-headers.html | 0001193125-26-419232 |
| Document: 0001193125-26-419232-index.html | 0001193125-26-419232 |
| Document: 0001193125-26-419232.txt | 0001193125-26-419232 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | Insider Cluster | $29.00 | awaiting T+20 | — | $28.59 (−1.41%) |
Oct 26, 2026 today | Insider Buy | $28.61 | awaiting T+20 | — | $28.59 (−0.08%) |
Oct 22, 2026 4d ago | 8-K | $26.15 | awaiting T+20 | — | $28.59 (−9.33%) |
Oct 9, 2026 17d ago | 8-K/A | $30.92 | awaiting T+20 | — | $28.59 (−7.54%) |
Oct 6, 2026 20d ago | 3 | $30.38 | awaiting T+20 | — | $28.59 (−5.89%) |
Oct 1, 2026 25d ago | 8-K | $31.30 | awaiting T+20 | — | $28.59 (−8.66%) |
Oct 1, 2026 25d ago | Press Release | $31.30 | awaiting T+20 | — | $28.59 (−8.66%) |
Sep 17, 2026 5w ago | Press Release | $36.35 $29.04 | ▼ −20.11% | ▼ −20.31% | $28.59 (−21.35%) |
Sep 11, 2026 6w ago | 8-K | $38.85 $29.68 | ▼ −23.60% | ▼ −25.47% | $28.59 (−26.41%) |
Sep 10, 2026 6w ago | Press Release | $38.33 $29.93 | ▼ −21.91% | ▼ −24.04% | $28.59 (−25.41%) |
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