THRM Gentherm Inc

NEUTRAL Impact: 5/10 425
Horizon months Filed Jun 3, 2026 Processed 11d 12h ago SEC 0001193125-26-255763
Rule 425 M&A communications
Latest settled — T+1d
THRM ▼ -4.43% at T+1d
NEUTRAL call ✗ call lost -4.43% · α vs SPY -1.83% · entry $37.93 → $36.25
Next anchor: T+5d due 5d ago
Last close $36.36 (close Jun 12) · -4.14% from $37.93 entry
Entry anchored
Jun 3, 2026
via day open
T+1d
-4.43%
call -4.43% · α -1.83%
$36.25
settled 11d ago
T+5d
call — · α —
due 5d ago
T+20d
call — · α —
in 17d
T+60d
call — · α —
in 2mo

Price Chart

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Executive Summary

Gentherm presented an updated investor presentation at the 2026 Baird Global Consumer, Technology & Services Conference, reiterating the strategic rationale for the pending business combination with Modine's Performance Technologies business (SpinCo). The filing includes pro forma financials showing a combined entity with $2.6B in revenue and ~$322M in Adjusted EBITDA post-synergies, with $25M in near-term cost synergies and $100M+ in commercial opportunities targeted. The deal structure remains 60% Modine / 40% Gentherm ownership, with closing expected by end of 2026. No changes to deal terms or new material developments were disclosed.

Actionable Insight

No new deal terms or material developments were disclosed. Monitor for the filing of the S-4 registration statement and definitive proxy—which will contain critical details on valuation and vote mechanics. The deal remains on track for 2026 close with no disclosed regulatory or shareholder opposition.

Key Facts

  • Gentherm presented its proposed combination with Modine Performance Technologies at the Baird conference on June 3, 2026.
  • Combined entity LTM Sep 2025 revenue of $2.6B, pro forma Adj. EBITDA margin of 13% post-synergies.
  • Near-term cost synergies estimated at ~$25M, commercial opportunities targeted at $100M+.
  • Ownership split: 60% Modine shareholders / 40% Gentherm shareholders, subject to adjustment.
  • Transaction expected to close by end of 2026.
  • Gentherm standalone 2025 revenue of $1.5B with 11.7% Adj. EBITDA margin; management guiding for ~6%+ revenue CAGR through 2027.

Financial Impact

Combined entity with LTM Sep 2025 revenue of $2.6B and pro forma post-synergy Adj. EBITDA of ~$322M representing a ~13% margin.

revenueadj. EBITDAsynergies

Risk Factors

  • Transaction execution risk—integration of two businesses with different end-market exposures.
  • Failure to realize synergies or commercial cross-selling targets ($100M+).
  • Shareholder vote approval not guaranteed; Gentherm gets 40% minority stake in combined entity.

Market Snapshot

Exchange
Nasdaq
Sector
Motor Vehicle Parts & Accessories
Analyst Consensus
71% bullish (14 analysts)

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001193125-26-255763
Document: 0001193125-26-255763-index-headers.html0001193125-26-255763
Document: 0001193125-26-255763-index.html0001193125-26-255763
Document: 0001193125-26-255763.txt0001193125-26-255763
7 reports for THRM
Performance horizon
100% Hit rate 4 of 4 directional calls best @ T+20▲ +5.37%Apr 23, 2026
Filters
Rows
Reports for THRM — sortable, filterable
Type Now
Jun 3, 2026
11d ago
425
NEUTRAL ★ 5/10
$37.93 $36.25▼ −4.43%▼ −1.83%$36.36 (−4.14%)
May 19, 2026
26d ago
425
NEUTRAL ★ 3/10
$31.20 $31.83▲ +2.02%▲ +1.82%$36.36 (+16.54%)
Apr 23, 2026
7w ago
425
BULLISH ★ 6/10
$30.46 $29.82▼ −2.10%▼ −2.27%$36.36 (+19.37%)
Apr 23, 2026
7w ago
8-K
BULLISH ★ 8/10
$29.61 $30.46▲ +2.87%▲ +2.09%$36.36 (+22.80%)
Apr 23, 2026
7w ago
Press Release
BEARISH ★ 7/10
$29.61 $30.46▼ −2.87%▼ −2.09%$36.36 (−22.80%)
Apr 10, 2026
9w ago
DEFA14A
NEUTRAL ★ 3/10
$29.42 $29.34▼ −0.27%▼ −1.48%$36.36 (+23.59%)
Apr 9, 2026
9w ago
Press Release
BEARISH ★ 5/10
$29.35 $29.30▲ +0.17%▲ +0.11%$36.36 (−23.88%)
Showing 7 of 7

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