UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2026
OR
☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission File Number: 0-21810
GENTHERM INCORPORATED
(Exact name of registrant as specified in its charter)
Michigan
95-4318554
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
28875 Cabot Drive, Novi, MI
48377
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (248) 504-0500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, no par value
THRM
Nasdaq
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 17, 2026, there were 30,667,290 issued and outstanding shares of Common Stock of the registrant.
TABLE OF CONTENTS
Part I. Financial Information
3
Item 1.
Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
Consolidated Condensed Statements of Income (Loss)
4
Consolidated Condensed Statements of Comprehensive (Loss) Income
5
Consolidated Condensed Statements of Cash Flows
6
Consolidated Condensed Statements of Changes in Shareholders’ Equity
7
Notes to Unaudited Consolidated Condensed Financial Statements
8
Note 1 - Overview
Note 2 - Recently Issued Accounting Pronouncements
9
Note 3 - Restructuring
10
Note 4 - Details of Certain Balance Sheet Components
12
Note 5 - Goodwill and Other Intangibles
Note 6 - Debt
13
Note 7 - Commitments and Contingencies
14
Note 8 - Supplier Finance Program
16
Note 9 - Earnings (Loss) Per Share
Note 10 - Financial Instruments
Note 11 - Fair Value Measurements
17
Note 12 - Equity
18
Note 13 - Reclassifications Out of Accumulated Other Comprehensive Loss
19
Note 14 - Income Taxes
Note 15 - Segment Reporting
20
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
34
Item 4.
Controls and Procedures
35
Part II. Other Information
36
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
Item 6.
Exhibits
37
Signatures
38
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
March 31, 2026
December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents
$
177,401
160,833
Accounts receivable, net
307,072
281,083
Inventory:
Raw materials
124,555
128,314
Work in process
33,331
35,429
Finished goods
99,083
88,959
Inventory, net
256,969
252,702
Other current assets
84,759
82,332
Total current assets
826,201
776,950
Property and equipment, net
260,632
270,614
Goodwill
107,803
108,918
Other intangible assets, net
51,254
52,796
Operating lease right-of-use assets
53,057
56,524
Deferred income tax assets
93,863
93,552
Other non-current assets
37,484
37,075
Total assets
1,430,294
1,396,429
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
277,033
260,487
Current lease liabilities
9,100
9,646
Current maturities of long-term debt
73
Other current liabilities
132,258
134,104
Total current liabilities
418,427
404,310
Long-term debt, less current maturities
219,000
189,000
Non-current lease liabilities
45,298
48,105
Pension benefit obligation
3,353
3,748
Other non-current liabilities
27,746
30,943
Total liabilities
713,824
676,106
Shareholders’ Equity:
Common Stock:
No par value; 55,000,000 shares authorized 30,666,983 and 30,526,231 issued and outstanding at March 31, 2026 and December 31, 2025, respectively
6,464
5,611
Paid-in capital
1,590
Accumulated other comprehensive loss
(9,888
)
(964
Accumulated earnings
718,304
714,086
Total shareholders’ equity
716,470
720,323
Total liabilities and shareholders’ equity
See accompanying notes to the consolidated condensed financial statements.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
(In thousands, except per share data)
Three Months Ended March 31,
2026
2025
Product revenues
393,706
353,854
Cost of sales
296,479
267,389
Gross margin
97,227
86,465
Operating expenses:
Net research and development expenses
23,946
24,216
Selling, general and administrative expenses
55,305
38,478
Restructuring expenses, net
6,691
4,514
Loss on sale of land and building, net
—
2,196
Total operating expenses
85,942
69,404
Operating income
11,285
17,061
Interest expense, net
(2,633
(3,555
Foreign currency loss
(1,060
(10,298
Other income (loss)
22
(1,124
Earnings before income tax
7,614
2,084
Income tax expense
3,396
2,212
Net income (loss)
4,218
(128
Basic earnings (loss) per share
0.14
(0.00
Diluted earnings (loss) per share
Weighted average number of shares – basic
30,517
30,779
Weighted average number of shares – diluted
30,757
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
Other comprehensive (loss) income:
Pension benefit obligations, net of tax
Foreign currency translation adjustments
(5,782
25,428
Unrealized (loss) gain on cash flow hedge derivatives, net of tax
(3,155
2,871
Other comprehensive (loss) income, net of tax
(8,924
28,312
Comprehensive (loss) income
(4,706
28,184
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Operating Activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization
14,221
12,931
Deferred income taxes
(5,110
(2,769
Stock based compensation
2,708
2,621
Loss on disposition of property and equipment
94
2,338
Provisions for inventory
1,241
1,427
Other non-cash items, including unrealized foreign currency loss
649
1,082
Changes in assets and liabilities:
(26,284
(22,597
Inventory
(10,322
(6,141
Other assets
(2,409
(27,312
18,728
14,336
Other liabilities
(2,777
10,868
Net cash used in operating activities
(5,043
(13,344
Investing Activities:
Purchases of property and equipment
(5,651
(14,871
Proceeds from the sale of property and equipment
1
3,743
Proceeds from deferred purchase price of factored receivables
744
Cost of technology investments
(150
Net cash used in investing activities
(5,650
(10,534
Financing Activities:
Borrowings on debt
65,000
52,000
Repayments of debt
(35,036
(10,037
Taxes withheld and paid on employees' stock based compensation
(1,855
(1,224
Net cash provided by financing activities
28,109
40,739
Foreign currency effect
(848
12,147
Net increase in cash and cash equivalents
16,568
29,008
Cash and cash equivalents at beginning of period
134,134
Cash and cash equivalents at end of period
163,142
Supplemental disclosure of cash flow information:
Cash paid for interest
2,552
3,128
Non-Cash Investing Activities:
Period-end balance of accounts payable for property and equipment
3,929
3,871
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Accumulated
Other
Common Stock
Paid-in
Comprehensive
Shares
Amount
Capital
Loss
Earnings
Total
Balance at December 31, 2025
30,526
Net income
Other comprehensive loss
Stock based compensation, net
141
853
Balance at March 31, 2026
30,667
Balance at December 31, 2024
30,789
2,049
4,290
(85,193
695,801
616,947
Net loss
Other comprehensive income
70
1,397
Balance at March 31, 2025
30,859
3,446
(56,881
695,673
646,528
Note 1 – Overview
Gentherm Incorporated, a Michigan corporation, and its consolidated subsidiaries (“Gentherm”, “we”, “us”, “our” or the “Company”) is a global market leader of innovative thermal management and pneumatic comfort technologies. Our automotive products include Climate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and Massage Comfort Solutions, Valve Systems, and Climate and Comfort Electronics. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities. Our medical products include patient temperature management systems that can be found in hospitals throughout the world.
Modine Transaction
On January 29, 2026, the Company, entered into definitive agreements to combine the Performance Technologies business (“Performance Technologies”) of Modine Manufacturing Co., a Wisconsin corporation (“Modine”), with the Company (the “Modine Transaction”). The Modine Transaction is structured as a Reverse Morris Trust transaction, where a wholly owned subsidiary of Modine (“SpinCo”), owning Performance Technologies, will be spun off to Modine shareholders (the “Distribution”) and simultaneously merged with a wholly owned subsidiary of the Company (the “Merger”). The transaction was valued at approximately $1,000,000 as of the date of signing, based on specified assumptions. Shareholders of the Company immediately prior to the Merger are expected to own approximately 60.0% of the combined company and Modine shareholders are expected to own approximately 40.0% of the combined company, on a fully diluted basis, without taking into account any overlapping shareholder ownership and subject to adjustment.
Prior to and as a condition of, the Distribution, Modine will receive a cash distribution from SpinCo of $210,000, subject to adjustment for cash, working capital and indebtedness of SpinCo, and subject to decrease if additional shares of Common Stock will be issued to Modine shareholders to support the intended tax-free treatment of the Distribution to Modine shareholders for U.S. federal income tax purposes.
The transaction is expected to close in the fourth quarter of 2026, subject to various closing conditions, including specified approvals by the Company’s shareholders, completion of financing for SpinCo, a customary IRS tax ruling, receipt of required regulatory approvals and the satisfaction of other customary closing conditions.
The Merger Agreement also contains specified termination rights for the Company and Modine, including a right allowing the Company or Modine to terminate the Merger Agreement if the Merger has not been consummated on or prior to March 31, 2027 (which date may be extended to June 30, 2027 in the event that required regulatory approvals have not been received). Additionally, the Merger Agreement requires the Company to pay Modine a termination fee of $45,000 if the Merger Agreement is terminated under certain circumstances.
In connection with the Merger Agreement, the Company, SpinCo and a financial institution executed a 364-day bridge loan facility commitment letter, pursuant to which such financial institution committed (i) to provide bridge financing of $290,000 to fund dividends, fees and expenses related to the transactions contemplated by the Merger Agreement (“Bridge Facility”) and (ii) to provide the Company a backstop of the Second Amended and Restated Credit Agreement (as defined below) (“Backstop Commitment”).
On February 24, 2026, the Company amended the Second Amended and Restated Credit Agreement to permit the Modine Transaction, which terminated the Backstop Commitment. The Bridge Facility remains available but is expected to be replaced with permanent financing.
During the three months ended March 31, 2026, the Company incurred $2,990 of fees associated with the Bridge Financing and Backstop Commitment. Such fees are recorded in Selling, general and administrative expenses.
Basis of Presentation and Significant Accounting Policies
The unaudited consolidated condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations. The information furnished in the consolidated condensed financial statements include all adjustments (consisting of only normal, recurring adjustments) considered necessary to present fairly the results of operations, financial position and cash flows of the
Company. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The operating results for interim periods are not necessarily indicative of results that may be expected for other interim periods or for the full year.
In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other third-party sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty and may change as new events occur and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.
All amounts in these notes to the consolidated condensed financial statements are presented in thousands, except share and per share data.
Principles of Consolidation
The consolidated condensed financial statements include the accounts of the Company, its wholly owned subsidiaries and those entities in which it has a controlling financial interest. The Company evaluates its relationship with other entities for consolidation and to identify whether such entities are variable interest entities and to assess whether the Company is the primary beneficiary of such entities. Investments in affiliates in which Gentherm does not have control but does have the ability to exercise significant influence over operating and financial policies are accounted for under the equity method. When Gentherm does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in affiliates are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.
Revenue Recognition - payments to customers
From time to time, the Company provides cash incentives to customers in exchange for new business awards. The Company evaluates the underlying economics of each amount of consideration payable to a customer to determine the proper accounting by understanding the reasons for the payment, the rights and obligations resulting from the payment, the nature of the promises in the contract, and other relevant facts and circumstances. When the Company concludes that the payment is incurred only if the new business is obtained and the Company expects to recover the amounts from the customer over the term of the new business arrangement, the Company recognizes these payments as an asset. The Company amortizes the asset as a reduction of revenue as products related to the payment are transferred to the customer, based on the total amount of products expected to be sold over the term of the arrangement (generally 5 to 10 years following start of production). The Company evaluates the amounts capitalized each reporting period for recoverability and recognizes a reduction of revenue for any amounts that are no longer expected to be recovered over the term of the business arrangement. Payments to customers that are not capitalized are recognized as a reduction to revenue at the time of the commitment to make such payments.
As of March 31, 2026 and December 31, 2025, total capitalized payments to customers were $19,524 and $18,168, respectively.
During the three months ended March 31, 2026 and 2025, the Company recognized $434 and $836 as reductions of revenue due to amortization and write-off of previously capitalized payments.
The Company had no other material contract assets or contract liabilities as of March 31, 2026.
Loss on Sale of Land and Building, net
During the three months ended March 31, 2025, we completed the sale of our former headquarters building in Northville, Michigan. The sale resulted in cash proceeds of $3,740 and a loss on sale of $2,311.
Note 2 – Recently Issued Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)". ASU 2024-03 enhances disclosures around certain costs and expenses. Retrospective
adoption is required for all periods presented in the financial statements and early adoption is permitted. This update is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. We are currently in the process of determining the impact the implementation of ASU 2024-03 will have on the Company’s financial statement disclosures.
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)". ASU 2025-06 modernizes the accounting for internal-use software costs. Retrospective, prospective, or a modified transition approach for adoption are all permitted, as well as early adoption at the beginning of an annual reporting period. This update is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently in the process of determining the impact the implementation of ASU 2025-06 will have on the Company’s financial statement disclosures.
Note 3 – Restructuring
The Company continuously monitors market developments, industry trends and changing customer needs and in response, has taken and may continue to undertake restructuring actions, as necessary, to execute management’s strategy, streamline operations and optimize the Company’s cost structure. Restructuring actions may include the realignment of existing manufacturing footprint, facility closures or similar actions, either in the normal course of business or pursuant to significant restructuring programs.
These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly statutory requirements or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination.
2026 Plan
In February 2026, the Company committed to a restructuring plan to realign its operating model and organizational structure to deliver on its key financial and operational priorities (“2026 Plan”). The 2026 Plan is expected to result in structural cost reductions impacting the Company’s global salaried workforce.
The Company expects to incur cash restructuring costs of between $8,500 and $9,500 for employee severance costs. The actions under the 2026 Plan are expected to be substantially completed by the end of 2026.
During the three months ended March 31, 2026, the Company recognized restructuring expense of $5,117 for employee separation costs.
2025 Manufacturing Footprint Plan
In July 2025, the Company committed to an additional restructuring plan to further optimize the Company’s manufacturing footprint by realigning its global manufacturing capacity (“2025 Manufacturing Footprint Plan”). As a result, the Company will relocate certain manufacturing activities between existing locations.
The Company expects to incur cash restructuring costs of between $3,000 and $4,000 for employee severance and retention costs and $1,000 of other transition costs primarily for machinery and equipment move and set up costs. Additionally, we expect to incur capital expenditures of between $1,000 and $2,000. The actions under the 2025 Manufacturing Footprint Plan are expected to be substantially completed by the end of 2027.
During the three months ended March 31, 2026, the Company recognized restructuring expense of $0.
Since the inception of this program, the Company has recorded $2,190 of restructuring expenses. The actions under the 2025 Manufacturing Footprint Plan are expected to be substantially completed by the end of 2027.
2025 EMEA Plan
In February 2025, the Company committed to a restructuring plan to further optimize the Company’s manufacturing footprint by realigning its manufacturing capacity in Europe (“2025 EMEA Plan”). As a result, the Company will close its facility in Plzeň, Czech Republic and relocate the manufacturing activities into other existing facilities within the region.
The Company expects to incur cash restructuring costs of between $4,000 and $6,000 for employee severance and retention costs and between $2,000 and $3,000 of other transition costs primarily for machinery and equipment move and set up costs. Additionally, we expect to incur capital expenditures of between $1,000 and $2,000.
During the three months ended March 31, 2026 and 2025, the Company recognized restructuring expense of $378 and $2,406, respectively, for employee separation costs and $567 and $40, respectively, for other costs.
Since the inception of this program, the Company has recorded $5,727 of restructuring expenses. The remaining actions under the 2025 EMEA Plan are expected to be substantially completed by the end of 2026.
2025 Asia Plan
In February 2025, the Company committed to an additional restructuring plan to further optimize the Company’s manufacturing footprint by realigning its manufacturing capacity in Asia (“2025 Asia Plan”). As a result, the Company relocated certain manufacturing activities from its facility in Shanghai, China to its facility in Tianjin, China.
During the three months ended March 31, 2026 and 2025, the Company recognized restructuring expense of $0 and $1,459, respectively, for employee separation costs and $33 and $28, respectively, for other costs.
Since the inception of this program, the Company has recorded $3,129 of restructuring expenses. The actions under the 2025 Asia Plan are substantially complete.
Other Restructuring Actions
The Company has undertaken several discrete restructuring actions in an effort to optimize its cost structure.
During the three months ended March 31, 2026 and 2025, the Company recognized $33 and $521, for employee separation costs related to structural cost reductions impacting the Company’s global salaried workforce. During the three months ended March 31, 2026 and 2025, the Company’s Automotive segment recognized $0 and $(156), respectively, for employee separation costs and $563 and $216, respectively, for other costs, primarily related to the relocation of certain manufacturing to best cost locations.
Restructuring Expenses, Net By Reporting Segment
The following table summarizes restructuring expenses, net for the three months ended March 31, 2026 and 2025 by reporting segment:
Automotive
6,048
Medical
Corporate
607
11
Restructuring Liability
Restructuring liabilities are classified as other current liabilities in the consolidated condensed balance sheets. The following table summarizes restructuring activity for all restructuring initiatives for the three months ended March 31, 2026:
Employee Separation Costs
Other Related Costs, Net
6,928
Additions, charged to restructuring expenses, net
5,537
1,163
6,700
Cash payments
(991
(1,163
(2,154
Change in estimate
(9
Currency translation
(117
11,348
Note 4 – Details of Certain Balance Sheet Components
Other current assets:
Billable tooling
24,235
23,553
Notes receivable
21,610
13,490
Income tax and other tax receivable
17,987
23,826
Prepaid expenses
10,466
9,214
Short-term derivative financial instruments
2,341
4,521
8,120
7,728
Total other current assets
Other current liabilities:
Accrued employee liabilities
33,873
49,924
Income tax and other taxes payable
30,093
31,172
Liabilities from discounts and rebates
24,134
22,391
Restructuring
Accrued warranty
9,057
7,805
2,626
775
21,127
15,109
Total other current liabilities
Note 5 – Goodwill and Other Intangibles
Changes in the carrying amount of goodwill, by reportable segment, for the three months ended March 31, 2026 were as follows:
Balance as of December 31, 2025
81,031
27,887
(1,242
127
(1,115
Balance as of March 31, 2026
79,789
28,014
The accumulated impairment losses of goodwill for Automotive and Medical were $0 and $19,509, respectively, as of March 31, 2026.
Other Intangible Assets
Other intangible assets and accumulated amortization balances as of March 31, 2026 and December 31, 2025 were as follows:
Gross Carrying Value
AccumulatedAmortization
AccumulatedImpairment
Net CarryingValue
Definite-lived:
Customer relationships
120,208
(81,535
(6,185
32,488
Technology
47,833
(36,270
(27
11,536
Product development costs
19,529
(19,364
(71
Software development
1,007
(453
554
Indefinite-lived:
Trade names
7,112
(530
6,582
195,689
(137,622
(6,813
121,316
(81,785
33,346
48,478
(36,238
12,213
19,943
(19,774
98
(403
604
7,065
6,535
197,809
(138,200
Note 6 – Debt
The following table summarizes the Company’s debt as of March 31, 2026 and December 31, 2025:
InterestRate
PrincipalBalance
Revolving Credit Facility (U.S. Dollar denominations)
4.80
%
4.95
Finance leases
3.35
3.34
Total debt
219,036
189,073
Less: current maturities
(36
(73
Credit Agreement
On June 10, 2022, the Company entered into a Second Amended and Restated Credit Agreement (as amended by the First Amendment described below, the “Second Amended and Restated Credit Agreement”) with a consortium of lenders and Bank of America, N.A., as administrative agent (the “Agent”). The amendment, among other things, extended the maturity date to June 10, 2027.
The Second Amended and Restated Credit Agreement provides for a $500,000 secured revolving credit facility (the “Revolving Credit Facility”), with a $50,000 sublimit for swing line loans and a $15,000 sublimit for the issuance of standby letters of credit. Any amount of the facility utilized for swing line loans or letters of credit outstanding will reduce the amount available under the Second Amended and Restated Credit Agreement. Subject to specified conditions, Gentherm can increase the Revolving Credit Facility or incur secured term loans in an aggregate amount of up to $200,000.
Under the Second Amended and Restated Credit Agreement, all obligations are unconditionally guaranteed by certain of the Company’s subsidiaries and a security interest is granted in substantially all of the personal property of the Company and its U.S. subsidiaries designated as borrowers, including the stock and membership interests of specified subsidiaries. The Second Amended and Restated Credit Agreement contains covenants, that, among other things, (i) prohibit or limit the ability to incur additional indebtedness, create liens, pay dividends, make certain types of investments (including acquisitions), enter into certain types of transactions with affiliates, prepay other indebtedness, sell assets or enter into certain other transactions outside the ordinary course of business, and (ii) require that Gentherm maintain a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Net Leverage Ratio (based on consolidated EBITDA for the applicable trailing four fiscal quarters) as of the end of any fiscal quarter. The Second Amended and Restated Credit Agreement also contains customary events of default.
On February 24, 2026, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “First Amendment”). The First Amendment amends the Second Amended and Restated Credit Agreement to i) permit the Modine Transaction, ii) permit the incurrence, issuance or assumption of up to $400,000 of additional term indebtedness in connection with the Modine Transaction, iii) release and/or remove certain borrower and guarantor entities that no longer exist or will be liquidated and iv) remove the credit spread adjustments related to the Secured Overnight Financing Rate (“SOFR”) and Sterling Overnight Index Average rates.
As of March 31, 2026, the Company was in compliance with the terms of the Second Amended and Restated Credit Agreement.
Under the Second Amended and Restated Credit Agreement, U.S. Dollar denominated loans bear interest at either a base rate (“Base Rate Loans”) or Term SOFR rate (“Term SOFR Rate Loans”), plus a margin (“Applicable Rate”). The rate for Base Rate Loans is equal to the highest of the Federal Funds Rate plus 0.50%, Bank of America’s prime rate, or the Term SOFR rate plus 1.00%. The rate for Term SOFR Rate Loans denominated in U.S. Dollars is equal to the forward-looking Term SOFR rate administered by the Chicago Mercantile Exchange with a term of one month. All loans denominated in a currency other than the U.S. Dollar must be Term SOFR Rate Loans. Interest is payable at least quarterly. Additionally, a commitment fee of between 0.175% to 0.300% is payable on the average daily unused amounts under the Revolving Credit Facility.
The Applicable Rate varies based on the Consolidated Net Leverage Ratio reported by the Company. As long as the Company is not in default of the terms and conditions of the Second Amended and Restated Credit Agreement, the lowest and highest possible Applicable Rate is 1.125% and 2.125%, respectively, for Term SOFR Rate Loans and 0.125% and 1.125%, respectively, for Base Rate Loans.
Based upon consolidated EBITDA for the trailing four fiscal quarters calculated for purposes of the Consolidated Net Leverage Ratio, $278,120 remained available for additional borrowings as of March 31, 2026.
The Company had $2,880 and $3,574 of outstanding letters of credit issued as of March 31, 2026 and December 31, 2025, respectively.
The scheduled principal maturities of our debt as of March 31, 2026 were as follows:
Revolving Credit Facility
Other Debt
2027
Note 7 – Commitments and Contingencies
Legal and Other Contingencies
The Company is subject to various legal actions and claims in the ordinary course of its business, which may include those arising out of breach of contracts, intellectual property rights, environmental matters, regulatory matters and employment-related matters. The Company establishes accruals for matters which it believes that losses are probable and can be reasonably estimated. Although it is not possible to predict with certainty the outcome of these matters, the Company is of the opinion that the ultimate
resolution of these matters outstanding as of March 31, 2026 will not have a material adverse effect on its results of operations or financial position. Product liability and warranty reserves are recorded separately from legal reserves.
Product Liability and Warranty Matters
Our products subject us to warranty claims and, from time to time, product liability claims based on the Company’s products alleged failure to perform as expected or resulting in alleged bodily injury or property damage. If any of our products are or are alleged to be defective, we may be required to participate in a recall or other corrective action involving such products. The Company maintains warranty and product liability insurance coverage at levels based on commercial norms and historical claims experience. Such policies may not cover all costs associated with a claim. The Company can provide no assurances that it will not experience material warranty or product liability claims or liabilities in the future or that it will not incur significant costs to defend such claims.
The Company accrues warranty obligations for products sold based on management estimates of future failure rates and current claim cost experience, with support from the sales, engineering, quality and legal functions. Using historical information available to the Company, including any claims filed by customers, the warranty accrual is adjusted quarterly to reflect management’s estimate of future claims.
On February 14, 2024, the National Highway Traffic Safety Administration announced that Volkswagen Group of America, Inc. (“VW”) is recalling 261,257 vehicles from model years 2015-2020 to remedy an alleged problem with a suction jet pump seal inside the fuel tank system. VW informed Gentherm of its plan to conduct the recall on April 3, 2024. The suction jet pump is a product originally designed and manufactured by Alfmeier, the business Gentherm acquired in August 2022. The Company has not accepted any financial responsibility for the recall and is pursuing discussions with VW to advance its position and resolve this matter. No litigation has been threatened or filed as of the date of this report. If the Company is obligated to indemnify VW for the direct and indirect costs associated with the recall, such costs could be material. The Company's insurance policies are not expected to apply to this recall as the production period for the affected parts is outside of the insurance coverage period. The Company’s purchase agreement of Alfmeier includes indemnification provisions under which the Company believes it would have a claim against the sellers which would cover a portion of the potential costs. Given the uncertainty that exists concerning the resolution of this matter, as of the date of this report, the Company cannot reasonably estimate the amount and timing of possible costs that may be incurred by the Company.
In April 2025, NHTSA announced that VW and Porsche Cars North America, Inc. (“Porsche”) are each recalling vehicles from model years 2022-2023 to remedy a problem with their passenger occupant detection system that is alleged to be affected by the crimp connection of the seat cushion heating mat, which is produced by Gentherm. Total vehicles included in these recall campaigns are 13,508. No litigation has been threatened or filed as of the date of this report and the Company has not accepted any financial responsibility for the recalls. If the Company is obligated to indemnify VW and Porsche for the direct and indirect costs associated with the recall, such costs could be material. Insurance policies, noted above, are expected to apply. Given the uncertainty that exists concerning the resolution of this matter, as of the date of this report, the Company cannot reasonably estimate the amount and timing of possible costs that may be incurred by the Company.
The following is a reconciliation of the changes in accrued warranty costs:
Balance at the beginning of the period
3,507
Warranty claims paid
(2,847
(1,511
Warranty expense for products shipped during the current period
3,054
1,762
Adjustments to warranty estimates from prior periods
1,084
(81
Adjustments due to currency translation
(39
43
Balance at the end of the period
3,720
15
Note 8 – Supplier Finance Program
The Company is party to a supplier finance program with a third-party service provider (“Service Provider”), pursuant to which the Company has offered the opportunity to participate to certain of the Company's suppliers. The Company has no economic interest in a supplier’s participation and the Company has not pledged any assets to the Service Provider under this program.
Under this program, the Company and supplier initially agree on the contractual payment terms for the goods to be procured for the Company in the ordinary course. A supplier’s participation in this program is voluntary and does not impact its contractual payment terms with the Company, including the payment amount and timing of when payments are due. A participating supplier has the sole discretion to determine whether to discount one or more invoices, if any, to the Service Provider in exchange for payment by the Service Provider on an earlier date than provided for in the contract with the Company. Amounts due to participating suppliers are included in accounts payable in the consolidated condensed balance sheets until the Company makes payment to the Service Provider, even though the payment of such amount will be made to the supplier at an earlier date by the Service Provider. As of March 31, 2026, the Company had supplier obligations that had been confirmed under these arrangements of $22,475. Payments of the Company’s obligations to the Service Provider are reported as operating cash flows in the consolidated condensed statements of cash flows.
Note 9 – Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of the Company’s Common Stock, no par value (“Common Stock”), outstanding during the period. The Company’s diluted earnings (loss) per share give effect to all potential shares of Common Stock outstanding during a period that do not have an anti-dilutive impact to the calculation. There were no potential shares with an anti-dilutive impact during the three months ended March 31, 2026. In computing the diluted earnings (loss) per share, the treasury stock method is used in determining the number of shares assumed to be issued from the exercise of Common Stock equivalents.
The following table illustrates earnings (loss) per share and the weighted average shares outstanding used in calculating basic and diluted earnings (loss) per share:
Basic weighted average shares of Common Stock outstanding
30,516,801
30,778,752
Dilutive effect of restricted stock, restricted stock units and performance stock units
240,400
Diluted weighted average shares of Common Stock outstanding
30,757,201
Note 10 – Financial Instruments
Derivative Financial Instruments
The Company is exposed to various market risks including, but not limited to, changes in foreign currency exchange rates, changes in interest rates and price fluctuations of certain material commodities.
The Company regularly enters into derivative contracts with the objective of managing its financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and losses on the financial instruments used to hedge them. The decision of whether and when to execute derivative financial instruments, along with the duration of the instrument, may vary from period to period depending on market conditions, the relative costs of the instruments and capacity to hedge. The duration is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company does not enter into derivative financial instruments for speculative or trading purposes.
Information related to the recurring fair value measurement of derivative financial instruments in the consolidated condensed balance sheet as of March 31, 2026 is as follows:
Asset Derivatives
Liability Derivatives
Fair ValueHierarchy
Notional Amount
Balance SheetLocation
FairValue
Net Assets/ (Liabilities)
Derivatives Designated as Cash Flow Hedges
Foreign currency derivatives
Level 2
68,105
2,454
(113
Interest rate contracts
100,000
172
(172
Information related to the recurring fair value measurement of derivative instruments in the consolidated condensed balance sheet as of December 31, 2025 is as follows:
Net Asset/(Liabilities)
35,122
(775
Information relating to the effect of derivative instruments on the consolidated condensed statements of income (loss) and the consolidated condensed statements of comprehensive (loss) income is as follows:
Location (Income/(Loss))
3,052
(1,047
Other comprehensive (loss) income
(4,634
3,627
Total foreign currency derivatives
(1,582
2,580
(7
603
Total interest rate derivatives
596
Derivatives Not Designated as Hedging Instruments
(302
The Company did not incur any hedge ineffectiveness during the three months ended March 31, 2026 and 2025.
Note 11 – Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.
Fair value measurements are classified under the following fair value hierarchy:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Inputs, other than quoted market prices included in Level 1, that are observable either directly or indirectly for the asset or liability.
Level 3: Unobservable inputs that are used when little or no market data is available. Unobservable inputs are used if there is little or no market data for the asset or liability at the measurement date.
Items Measured at Fair Value on a Recurring Basis
The Company uses an income approach to value derivatives instruments, analyzing quoted market prices to calculate the forward values and then discounting such forward values to the present value using benchmark rates at commonly quoted intervals for the instrument’s full term. The Company had no other material financial assets and liabilities that were carried at fair value at March 31, 2026 and December 31, 2025.
Items Measured at Fair Value on a Nonrecurring Basis
The Company measures certain assets and liabilities at fair value on a non-recurring basis. During the three months ended March 31, 2025, there was a decrease in the fair value of an equity investment of $1,294 due to observable transactions (Level 2), which was recorded in other income (loss). As of March 31, 2026, and December 31, 2025, there were no other significant assets or liabilities measured at fair value on a non-recurring basis.
Items Not Carried at Fair Value
The Company uses an income valuation technique to measure the fair values of its debt instruments by converting amounts of future cash flows to a single present value amount using rates based on current market expectations (Level 2 inputs). As of March 31, 2026, and December 31, 2025, the carrying values of the indebtedness under the Company’s Second Amended and Restated Credit Agreement were not materially different than the estimated fair values because the interest rates on variable rate debt approximated rates currently available to the Company (see Note 6, “Debt”).
Note 12 – Equity
In June 2024, the Board of Directors authorized a stock repurchase program (the “2024 Stock Repurchase Program”) to commence upon expiration of the Company’s prior stock repurchase program on June 30, 2024. Under the 2024 Stock Repurchase Program, the Company is authorized to repurchase up to $150,000 of its issued and outstanding Common Stock over a three-year period, expiring June 30, 2027. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations.
During the three months ended March 31, 2026 and 2025, the Company did not repurchase any shares. As of March 31, 2026, the 2024 Stock Repurchase Program had $110,103 of share repurchase authorization remaining.
Note 13 – Reclassifications Out of Accumulated Other Comprehensive Loss
Reclassification adjustments and other activities impacting accumulated other comprehensive loss during the three months ended March 31, 2026 and 2025 were as follows:
Defined BenefitPension Plans
Foreign CurrencyTranslationAdjustments
Cash Flow Hedge Derivatives
(1,721
(2,114
Other comprehensive loss before reclassifications
(986
(6,768
Income tax effect of other comprehensive loss before reclassifications
212
Amounts reclassified from accumulated other comprehensive loss into net income
(3,045
a
(3,027
Income taxes reclassified into net income
(5
664
659
Net current period other comprehensive income (loss)
(1,708
(7,896
(284
(1,851
(80,096
(3,246
Other comprehensive income before reclassifications
3,553
28,981
Income tax effect of other comprehensive income before reclassifications
(737
Amounts reclassified from accumulated other comprehensive loss into net loss
74
92
Income taxes reclassified into net loss
(19
(24
Net current period other comprehensive income
(1,838
(54,668
(375
The Company expects that substantially all of the existing gains and losses related to cash flow derivatives reported in accumulated other comprehensive loss as of March 31, 2026 to be reclassified into earnings during the next twelve months. See Note 10 for additional information about derivative financial instruments and the effects from reclassification to net income (loss).
Note 14 – Income Taxes
At the end of each interim period, the Company makes an estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Jurisdictions with a projected loss for the year for which no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual
earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
A summary of the provision for income taxes and the corresponding effective tax rate for the three months ended March 31, 2026 and 2025, is shown below:
Effective tax rate
44.6
106.1
Total cash paid for income taxes, net of refunds
10,667
5,152
Income tax expense was $3,396 for the three months ended March 31, 2026 on earnings before income tax of $7,614, representing an effective tax rate of 44.6%. The effective tax rate differed from the U.S. Federal statutory rate of 21.0% primarily due to the impact of income taxes on foreign earnings taxed at rates varying from the U.S. Federal statutory rate, unfavorable tax effects of the vesting of stock based compensation awards and the unfavorable impact of global intangible low-tax income.
Income tax expense was $2,212 for the three months ended March 31, 2025 on earnings before income tax of $2,084, representing an effective tax rate of 106.1%. The effective tax rate differed from the U.S. Federal statutory rate of 21.0% primarily due to unfavorable tax effects of the vesting of stock based compensation awards and a valuation allowance established in the U.S. related to a capital loss carryforward.
Note 15 – Segment Reporting
The Company is organized under two reportable segments: Automotive and Medical.
The Automotive reporting segment is comprised of our global automotive businesses, including the design, development, manufacturing and sales of Automotive Climate and Comfort Solutions (including Climate Control Seats, Climate Control Interiors, Lumbar and Massage Comfort Solutions and Climate and Comfort Electronics), Valve Systems and other automotive products.
The Medical reporting segment is comprised of our patient temperature management business in the medical industry. Patient temperature management includes temperature management systems across multiple product categories addressing the needs of hyper-hypothermia therapy in intensive care, normothermia in surgical procedures and additional warming/cooling therapies utilized in acute and chronic care departments and non-hospital facilities.
The Corporate and other unallocated expenses category includes certain enterprise and governance activities resulting in unallocated corporate costs and other activity and net costs that the Company may choose not to allocate directly to its business segments.
A measure of assets has not been disclosed for each segment as it is not regularly reviewed by our chief operating decision maker.
The table below presents segment information about the reported product revenues, significant segment expenses, operating income and depreciation and amortization of the Company for the three months ended March 31, 2026 and 2025.
Product Revenues
382,166
341,874
11,540
11,980
Significant Segment Expenses and Operating Performance
290,380
260,227
20,881
19,384
17,551
15,719
Automotive operating income
47,306
39,834
6,099
6,276
Other operating expenses
6,185
5,309
Medical operating (loss) income
(744
395
Corporate and Other Unallocated Expenses
Corporate and other unallocated expenses
35,277
23,168
Total consolidated operating income
Other Segment Disclosures
Depreciation and Amortization
12,196
11,602
856
855
1,169
474
21
Automotive and Medical segment product revenues by product category for the three months ended March 31, 2026 and 2025 were as follows:
Climate Control Seats
206,588
191,153
Lumbar and Massage Comfort Solutions
62,261
45,313
Climate Control Interiors
50,764
45,341
Climate and Comfort Electronics
9,160
7,715
Automotive Climate and Comfort Solutions
328,773
289,522
Valve Systems
26,573
23,173
Other Automotive
26,820
29,179
Subtotal Automotive segment
Medical segment
Total Company
Revenue (based on shipment destination) by geographic area for the three months ended March 31, 2026 and 2025 is as follows:
United States
133,275
124,926
China
68,437
48,935
Germany
33,625
26,557
Czech Republic
22,010
20,984
South Korea
21,009
23,784
Mexico
18,128
15,672
Slovakia
14,709
13,722
Japan
11,883
12,099
United Kingdom
10,245
9,376
Netherlands
5,791
7,445
54,594
50,354
Total Non-U.S.
260,431
228,928
Property and equipment, net, for each of the geographic areas in which the Company operates as of March 31, 2026 and December 31, 2025 is as follows:
49,691
50,506
47,226
50,761
45,518
47,414
38,633
40,361
North Macedonia
26,753
29,375
Vietnam
18,873
19,110
9,743
10,513
Hungary
8,804
8,617
Ukraine
5,217
5,467
Morocco
4,799
4,436
5,375
4,054
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events, such as: the expected light vehicle production in the Company’s key markets; the impact of macroeconomic and geopolitical conditions, the components of and our execution of our strategic plan, product and technology development and manufacturing footprint optimization restructuring plans; our operating performance; long-term consumer and technological trends in the automotive industry and our related market opportunity for our existing and new products and technologies; the competitive landscape; the impact of global tax reform legislation and other regulatory matters; the sufficiency of our cash balances and cash generated from operating, investing and financing activities for our future liquidity and capital resource needs; our ability to finance sufficient working capital; and significant matters related to the Modine Transaction, including the expected closing timing and structure thereof, the ability of the parties to complete such transaction and planned actions to satisfy the closing conditions, the expected benefits thereof, the tax consequences thereof, the terms and scope of the expected financing in connection with such transaction, and the combined company’s plans, objectives, expectations and intentions, including integration activities. Reference is made in particular to forward-looking statements included in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Such statements may be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “anticipate”, “intend”, “continue”, or similar terms, variations of such terms or the negative of such terms.
The forward-looking statements included in this Report are made as of the date hereof or as of the date specified herein and are based on management’s reasonable expectations and beliefs. In making these statements we rely on assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments, third-party information and projections from sources that management believes to be reputable, as well as other factors we consider appropriate under the circumstances. Such statements are subject to a number of assumptions, risks, uncertainties and other factors, which are set forth in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports filed with the Securities and Exchange Commission, and which could cause actual results to differ materially from that described in the forward-looking statements.
In addition, with reasonable frequency, we have entered into business combinations, acquisitions, divestitures, strategic investments and other significant transactions. Except as specifically noted for the Modine Transaction, such forward-looking statements do not include the potential impact of any such transactions that may be completed after the date hereof, each of which may present material risks to the Company’s future business and financial results. Except as required by law, we expressly disclaim any obligation or undertaking to update any forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, the consolidated condensed financial statements and related notes thereto included elsewhere in this Report and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
Gentherm Incorporated is a global market leader of innovative thermal management and pneumatic comfort technologies. Our automotive products include Climate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and Massage Comfort Solutions, Valve Systems, and Climate and Comfort Electronics. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities. Our medical products include patient temperature management systems that can be found in hospitals throughout the world.
Our Automotive sales are driven by the number of light vehicles produced by the OEMs primarily in our key markets of North America, Europe, China, Japan and South Korea, which is ultimately dependent on consumer demand for automotive light vehicles, our product content per vehicle, and other factors that may limit or otherwise impact production by us, our supply chain and our customers. Historically, new vehicle demand and product content (i.e. vehicle features) have been driven by macroeconomic and other factors, such as interest rates, automotive manufacturer and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government incentives. Vehicle content has also been driven by trends in consumer preferences. We believe our diversified OEM customer base and geographic revenue base, along with our flexible cost structure, have well positioned us to withstand the impact of industry downturns and benefit from industry upturns in the ordinary course. Our industry is increasingly
progressing towards a focus on human comfort, health and wellness, which is evidenced by increasing adoption rates for comfort products. Gentherm is an independent partner that can cooperate with any combination of the vehicle OEMs and seat manufacturers globally, to create innovative and unique configurations that adapt to industry trends.
On January 29, 2026, the Company, entered into definitive agreements to combine the Performance Technologies business (“Performance Technologies”) of Modine Manufacturing Company, a Wisconsin corporation (“Modine”), with Gentherm (the “Modine Transaction”). The Modine Transaction is structured as a Reverse Morris Trust transaction, where a wholly owned subsidiary of Modine (“SpinCo”), owning Performance Technologies, will be spun off to Modine shareholders (the “Distribution”) and simultaneously merged with a wholly owned subsidiary of the Company (the “Merger”). The transaction was valued at approximately $1,000.0 million as of the date of signing, based on specified assumptions. Shareholders of the Company immediately prior to the Merger are expected to own approximately 60.0% of the combined company and Modine shareholders are expected to own approximately 40.0% of the combined company, on a fully diluted basis, without taking into account any overlapping shareholder ownership and subject to adjustment.
Prior to and as a condition of, the Distribution, Modine will receive a cash distribution from SpinCo of $210.0 million subject to adjustment for cash, working capital and indebtedness of SpinCo, and subject to decrease if additional shares of Common Stock will be issued to Modine shareholders to support the intended tax-free treatment of the Distribution to Modine shareholders for U.S. federal income tax purposes.
The Merger Agreement also contains specified termination rights for the Company and Modine, including a right allowing the Company or Modine to terminate the Merger Agreement if the Merger has not been consummated on or prior to March 31, 2027 (which date may be extended to June 30, 2027 in the event that required regulatory approvals have not been received). Additionally, the Merger Agreement requires the Company to pay Modine a termination fee of $45.0 million if the Merger Agreement is terminated under certain circumstances.
In connection with the Merger Agreement, the Company, SpinCo and a financial institution executed a 364-day bridge loan facility commitment letter, pursuant to which such financial institution committed (i) to provide bridge financing of $290.0 million to fund dividends, fees and expenses related to the transactions contemplated by the Merger Agreement (“Bridge Facility”) and (ii) to the Company a backstop of the Second Amended and Restated Credit Agreement (as defined below) (“Backstop Commitment”).
During the three months ended March 31, 2026, the Company incurred $3.0 million of fees associated with the Bridge Financing and Backstop Commitment. Such fees are recorded in Selling, general and administrative expenses.
Recent Trends
Tariffs and Global Trade Environment
Since March 2025, the U.S. government has periodically announced additional significant tariffs on various goods imported to the U.S. and other countries have periodically announced reciprocal tariffs on goods imported to such countries, including goods used by or manufactured by us. There has been significant uncertainty resulting from the implementation, termination and/or conditional pause of these additional tariffs. In February 2026, the Supreme Court of the U.S. issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act. The ultimate availability, timing, and amount of any potential refunds of such tariffs remain uncertain and are subject to further legal, regulatory, and administrative developments. The U.S. presidential administration subsequently invoked additional tariffs under other laws resulting in a rapidly changing tariff environment. At this time we cannot reasonably estimate the total financial impact of this ruling. Further, it is reasonably possible that
24
new or additional tariffs will be periodically announced in the future given the current global trade environment. We continue to monitor and evaluate the direct and indirect impacts of these tariffs and heightened global trade disputes. Our business model of manufacturing by regions for the regions limit the global impact of certain trade restrictions and tariffs. Further, the majority of our supply components are not currently subject to the additional tariffs or are compliant with exceptions, and we believe that we can generally mitigate the direct impact of any such tariffs currently in effect by directly or indirectly passing the additional costs through to customers. We are taking and will continue to take additional actions to mitigate any direct and indirect impacts.
For the three months ended March 31, 2026, the additional tariffs did not have a material impact on our results of operations, financial position, and cash flows.
Global Conditions
The global automotive light vehicle industry is impacted by a number of factors, including global and regional economic conditions. At times in recent years, the global economy has experienced significant volatility, inflationary pressures and supply chain disruptions, which have a widespread adverse effect on the global automotive industry. These macroeconomic conditions have resulted in fluctuating demand and production disruptions, facility closures, labor shortages, work stoppages, and increased prices of inputs to our products. Rising costs of materials, labor, equipment and other inputs used to manufacture and sell our products, including freight and logistics costs, have adversely impacted, and may in the future adversely impact, operating costs and operating results. We continue to employ measures to mitigate the impact of cost increases through identification of sourcing and manufacturing efficiencies where possible, and commercial negotiations with our customers. However, we have been unable to fully mitigate or pass through the increases in our operating costs, which may continue in the future.
We are exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. Dollars as part of the consolidation process. Therefore, fluctuations in foreign currency exchange rates can create volatility in the results of operations and may adversely affect our financial condition.
We have a global manufacturing footprint that enables us to serve our customers in the regions they operate and shift production between regions to remain competitive. There have been various ongoing geopolitical conflicts, such as the current conflicts between Russia and Ukraine and in the Middle East and heightened tensions in the Red Sea and in the South China Sea. These conflicts have interrupted ocean freight shipping and if prolonged or intensified, could have a substantial adverse effect on our financial results. Further, it is reasonably possible that certain political pressures, such as changes to international trade agreements, increases in tariffs, import quotas or other trade restrictions or actions, including export controls and other retaliatory responses to such actions, could continue to affect the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions. See “—Tariffs and Global Trade Environment” above for further information on the impact of tariffs and the global trade environment. We, like other manufacturers, have a high proportion of fixed structural costs, and therefore relatively small changes in industry vehicle production can have a substantial effect on our financial results.
Light Vehicle Production Volumes
Our sales are driven by the number of vehicles produced by the automotive manufacturers, which is ultimately dependent on consumer demand for automotive vehicles, our content per vehicle, and other factors that may limit or otherwise impact production by us, our supply chain and our customers. According to the forecasting firm S&P Global Mobility (April 2026 release), global light vehicle production in the three months ended March 31, 2026, in the Company’s key markets of North America, Europe, China, Japan and South Korea, as compared to the three months ended March 31, 2025, are shown below (in millions of units):
% Change
North America
3.7
3.8
(2.0
)%
Europe
4.3
4.4
(0.9
Greater China
6.5
7.2
(9.7
Japan / South Korea
3.1
3.0
2.2
Total light vehicle production volume in key markets
17.6
18.4
(4.1
25
The S&P Global Mobility (April 2026 release) forecasted light vehicle production volume in the Company’s key markets for full year 2026 to decrease to 75.9 million units, a 2.1% decrease from full year 2025 light vehicle production volumes. Forecasted light vehicle production volumes are a component of the data we use in forecasting future business. However, these forecasts generally are updated monthly, and future forecasts have been and may continue to be significantly different from period to period due to changes in macroeconomic and geopolitical conditions or matters specific to the automotive industry. Further, due to differences in regional product mix at our manufacturing facilities, as well as material production schedules from our customers for our products on specific vehicle programs, our future forecasted results do not directly correlate with the global and/or regional light vehicle production forecasts of S&P Global Mobility or other third-party sources.
New Business Awards
We believe that innovation is an important element to gaining market acceptance of our products and strengthening our market position. During the first quarter of 2026, we secured automotive new business awards totaling $395 million. Automotive new business awards represent the aggregate projected lifetime revenue of new awards provided by our customers to Gentherm in the applicable period, with the value based on the price and volume projections received from each customer as of the award date. Although automotive new business awards are not firm customer orders, we believe that automotive new business awards are an indicator of future revenue. Automotive new business awards are not projections of revenue or future business as of March 31, 2026, the date of this Report or any other date. Customer projections regularly change over time, and we do not update our calculation of any automotive new business award after the date initially communicated. Automotive new business awards in the first quarter of 2026 also do not reflect, in particular, the impact of macroeconomic and geopolitical challenges on future business. Revenues resulting from automotive new business awards also are subject to additional risks and uncertainties that are included in this Report or incorporated by reference in “Forward-Looking Statements” above.
Stock Repurchase Program
In June 2024, the Board of Directors authorized a stock repurchase program (the “2024 Stock Repurchase Program”) to commence upon expiration of the Company’s prior stock repurchase program on June 30, 2024. Under the 2024 Stock Repurchase Program, the Company is authorized to repurchase up to $150.0 million of its issued and outstanding Common Stock over a three-year period, expiring June 30, 2027. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations.
During the three months ended March 31, 2026 and 2025, the Company did not repurchase any shares. The 2024 Stock Repurchase Program had $110.1 million of repurchase authorization remaining as of March 31, 2026.
Reportable Segments
The Company has two reportable segments for financial reporting purposes: Automotive and Medical. See Note 15, “Segment Reporting,” to the consolidated condensed financial statements included in this Report for a description of our reportable segments as
26
well as their proportional contribution to the Company’s reported product revenues, significant segment expenses, operating income, and depreciation and amortization.
Consolidated Results of Operations
The results of operations for the three months ended March 31, 2026 and 2025, in thousands, were as follows:
Favorable / (Unfavorable)
39,852
(29,090
10,762
270
(16,827
(2,177
(16,538
(5,776
922
9,238
1,146
5,530
(1,184
4,346
Product revenues by product category, in thousands, for the three months ended March 31, 2026 and 2025, were as follows:
$ Change
15,435
8.1 %
16,948
37.4 %
5,423
12.0 %
1,445
18.7 %
39,251
13.6 %
3,400
14.7 %
(2,359)
(8.1)%
40,292
11.8 %
(440)
(3.7)%
11.3 %
Below is a summary of our product revenues, in thousands, for the three months ended March 31, 2026 and 2025:
Variance Due To:
Automotive Volume
FX
Pricing / Other
27,280
14,294
(1,722
Product revenues for the three months ended March 31, 2026 increased 11.3% as compared to the three months ended March 31, 2025. The increase in product revenues is due to favorable automotive volumes and favorable foreign currency impacts primarily attributable to the Euro and the Chinese Renminbi, partially offset by unfavorable pricing and unfavorable currency impacts primarily attributable to the Korean Won.
27
Cost of Sales
Below is a summary of our cost of sales and gross margin, in thousands, for the three months ended March 31, 2026 and 2025:
OperationalPerformance
(20,084
9,256
(10,640
(7,622
7,196
3,654
(9,344
Gross margin - Percentage of product revenues
24.7
24.4
Cost of sales for the three months ended March 31, 2026 increased 10.9% as compared to the three months ended March 31, 2025. The increase in cost of sales is primarily due to higher automotive volumes, unfavorable foreign currency impacts primarily attributable to the Euro, Mexican Peso, Czech Koruna and the Chinese Renminbi, higher quality costs and higher labor costs, partially offset by material purchasing savings and lower freight costs.
Net Research and Development Expenses
Below is a summary of our net research and development expenses, in thousands, for the three months ended March 31, 2026 and 2025:
Research and development expenses
30,436
29,507
(929
Reimbursed research and development expenses
(6,490
(5,291
1,199
Percentage of product revenues
6.1
6.8
Net research and development expenses for the three months ended March 31, 2026 decreased 1.1% as compared to the three months ended March 31, 2025. The decrease in net research and development expenses is primarily related to higher customer reimbursements in the current year, partially offset by higher employee compensation.
Selling, General and Administrative Expenses
Below is a summary of our selling, general and administrative expenses, in thousands, for the three months ended March 31, 2026 and 2025:
14.0
10.9
Selling, general and administrative expenses for the three months ended March 31, 2026 increased 43.7% as compared to the three months ended March 31, 2025. Merger and acquisition expenses, primarily related to the Modine Transaction, were $14.8 million for the three months ended March 31, 2026. The remaining increase in selling, general and administrative expenses is primarily related to higher expenses for information technology and utilities and unfavorable foreign currency impacts primarily attributable to the Euro.
28
Restructuring Expenses, net
Below is a summary of our restructuring expenses, net, in thousands, for the three months ended March 31, 2026 and 2025:
During the three months ended March 31, 2026, the Company recognized expenses of $5.5 million for employee separation costs and $1.2 million for other costs.
During the three months ended March 31, 2025, the Company recognized expenses of $4.2 million for employee separation costs and $0.3 million for other costs.
See Note 3, “Restructuring,” to the consolidated condensed financial statements included in this Report for additional information.
Below is a summary of our loss on sale of land and building, net, in thousands, for the three months ended March 31, 2026 and 2025:
Loss on sale of land and building, net for the three months ended March 31, 2025 is primarily related to the sale of our former headquarters building in Northville, Michigan in January 2025.
Interest Expense, net
Below is a summary of our interest expense, net, in thousands, for the three months ended March 31, 2026 and 2025:
Interest expense, net for the three months ended March 31, 2026 decreased 25.9% as compared to the three months ended March 31, 2025. The decrease in interest expense, net is primarily related to a lower balance and lower interest rate on the Revolving Credit Facility.
Foreign Currency Loss
Below is a summary of our foreign currency loss, in thousands, for the three months ended March 31, 2026 and 2025:
Foreign currency loss for the three months ended March 31, 2026 included net realized foreign currency loss of $0.3 million and net unrealized foreign currency loss of $0.8 million.
Foreign currency loss for the three months ended March 31, 2025 included net realized foreign currency loss of $0.7 million and net unrealized foreign currency loss of $9.6 million.
29
Other Income (Loss)
Below is a summary of our other income (loss), in thousands, for the three months ended March 31, 2026 and 2025:
Other income for the three months ended March 31, 2026 increased as compared to other loss for the three months ended March 31, 2025, primarily due to a write-down of an equity investment in the prior year period.
Income Tax Expense
Below is a summary of our income tax expense, in thousands, for the three months ended March 31, 2026 and 2025:
Income tax expense was $3.4 million for the three months ended March 31, 2026 on earnings before income tax of $7.6 million, representing an effective tax rate of 44.6%. The effective tax rate differed from the U.S. Federal statutory rate of 21.0% primarily due to the impact of income taxes on foreign earnings taxed at rates varying from the U.S. Federal statutory rate, unfavorable tax effects of the vesting of stock based compensation awards and the unfavorable impact of global intangible low-tax income.
Income tax expense was $2.2 million for the three months ended March 31, 2025 on earnings before income tax of $2.1 million, representing an effective tax rate of 106.1%. The effective tax rate differed from the U.S. Federal statutory rate of 21.0% primarily due to unfavorable tax effects of the vesting of stock based compensation awards and a valuation allowance established in the U.S. related to a capital loss carryforward.
Liquidity and Capital Resources
Our primary sources of liquidity and capital resources are cash flows from operations and borrowings available under our Second Amended and Restated Credit Agreement (defined below). Our cash requirements consist principally of working capital, capital expenditures, research and development, operating lease payments, income tax payments and general corporate purposes. We generally reinvest available cash flows from operations into our business, while opportunistically utilizing our authorized stock repurchase program. Further, we continuously evaluate acquisition and investment opportunities that will enhance our business strategies.
As of March 31, 2026, the Company had $177.4 million of cash and cash equivalents and $278.1 million of availability under our Second Amended and Restated Credit Agreement. We may issue debt or equity securities, which may provide an additional source of liquidity. However, there can be no assurance equity or debt financing will be available to us when we need it or, if available, the terms will be satisfactory to us and not dilutive to our then-current shareholders.
30
We continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies and the terms of the Second Amended and Restated Credit Agreement. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Gentherm Incorporated. As of March 31, 2026, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled $118.3 million. If additional non-U.S. cash was needed for our U.S. operations, we may be required to accrue and pay withholding if we were to distribute such funds from non-U.S. subsidiaries to the U.S.; however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue and pay such additional amounts.
We currently believe that our cash and cash equivalents, borrowings available under the Second Amended and Restated Credit Agreement and cash flows from operations will be adequate to meet anticipated cash requirements for at least the next twelve months and the foreseeable future.
Cash and Cash Flows
The following table represents our cash and cash equivalents, in thousands:
Foreign currency effect on cash and cash equivalents
Cash Flows From Operating Activities
Net cash used in operating activities totaled $5.0 million during the three months ended March 31, 2026 primarily reflecting $26.3 million related to changes in accounts receivable, net, $10.3 million related to changes in inventory, $5.1 million related to changes in net other assets and liabilities and $5.1 million for non-cash deferred income taxes, partially offset by net income of $4.2 million, $18.9 million for non-cash charges for depreciation, amortization, stock based compensation, loss on disposition of property, provisions for inventory and other non-cash items, including unrealized foreign currency loss, and $18.7 million related to changes in accounts payable.
Cash Flows From Investing Activities
Net cash used in investing activities was $5.7 million during the three months ended March 31, 2026, primarily reflecting purchases of property and equipment of $5.7 million.
31
Cash Flows From Financing Activities
Net cash provided by financing activities was $28.1 million during the three months ended March 31, 2026, reflecting the borrowing of debt of $65.0 million partially offset by $35.0 million of debt repayments and $1.9 million paid for employee taxes related to the net settlement of restricted stock units that vested during the year.
Debt
The following table summarizes the Company’s debt, in thousands, as of March 31, 2026 and December 31, 2025:
Gentherm, together with certain of its subsidiaries, maintain a revolving credit note (the “Revolving Credit Facility”) under its Second Amended and Restated Credit Agreement with a consortium of lenders and Bank of America, N.A. as administrative agent (as amended by the First Amendment described below, the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement was entered into on June 10, 2022 and amends and restates in its entirety the Amended and Restated Credit Agreement dated June 27, 2019, by and among Gentherm, certain of its direct and indirect subsidiaries, the lenders party thereto and the Agent. The Second Amended and Restated Credit Agreement has a maximum borrowing capacity of $500 million and matures on June 10, 2027. The Second Amended and Restated Credit Agreement contains covenants, that, among other things, (i) prohibit or limit the ability of the borrowers and any material subsidiary to incur additional indebtedness, create liens, pay dividends, make certain types of investments (including acquisitions), enter into certain types of transactions with affiliates, prepay other indebtedness, sell assets or enter into certain other transactions outside the ordinary course of business, and (ii) require that Gentherm maintain a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Net Leverage Ratio (based on consolidated EBITDA for the applicable trailing four fiscal quarters) as of the end of any fiscal quarter.
On February 24, 2026, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “First Amendment”). The First Amendment amends the Second Amended and Restated Credit Agreement to i) permit the Modine Transaction, ii) permit the incurrence, issuance or assumption of up to $400 million of additional term indebtedness in connection with the Modine Transaction, iii) release and/or remove certain borrower and guarantor entities that no longer exist or will be liquidated and iv) remove the credit spread adjustments related to the SOFR and Sterling Overnight Index Average rates.
In connection with the Merger Agreement, Gentherm, SpinCo and a financial institution executed a 364-day bridge loan facility commitment letter, pursuant to which such financial institution committed to provide the Bridge Facility and the Backstop Commitment.
On February 24, 2026, the Company entered into the First Amendment, which terminated the Backstop Commitment. The Bridge Facility remains available but is expected to be replaced with permanent financing. If the Modine Transaction is consummated, any indebtedness incurred by SpinCo under the Bridge Facility or the permanent financing will become indebtedness of a wholly owned subsidiary of the Company.
Material Cash Requirements
In February 2026, we committed to a restructuring plan to realign our operating model and organizational structure to deliver on
32
key financial and operational priorities. We expect to incur cash restructuring costs of between $8.5 million and $9.5 million for employee severance costs.
In July 2025, we committed to a restructuring plan to further optimize our manufacturing footprint by realigning our global manufacturing capacity. We expect to incur cash restructuring costs of between $3 million and $4 million for employee severance and retention costs and $1 million of other transition costs primarily for machinery and equipment move and set up costs. Additionally, we expect to incur capital expenditures of between $1 million and $2 million.
In February 2025, we committed to a restructuring plan to further optimize our manufacturing footprint by realigning our manufacturing capacity in Europe. We expect to incur cash restructuring costs of between $4 million and $6 million for employee severance and retention costs and between $2 million and $3 million of other transition costs primarily for machinery and equipment move and set up costs. Additionally, we expect to incur capital expenditures of between $1 million and $2 million.
See Note 3, “Restructuring,” to the consolidated condensed financial statements included in this Report for additional information regarding these plans.
Except as described above and the requirements for the Modine Transaction described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, there have been no material changes in our cash requirements since December 31, 2025, the end of fiscal year 2025. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding our material cash requirements.
Effects of Inflation
The automotive component supply industry has historically been subject to inflationary pressures with respect to materials and labor. At times in recent years, the automotive industry has experienced significant volatility in the costs of certain materials and components, labor and transportation. Rising costs of materials, labor, equipment and other inputs used to manufacture and sell our products, including freight and logistics costs, have adversely impacted, and may in the future adversely impact, operating costs and operating results. The impact of tariffs and geopolitical conflicts could add to these inflationary pressures. Although the Company has developed and implemented strategies to mitigate the impact of higher material component costs and transportation costs through sourcing and manufacturing efficiencies where possible, these strategies together with commercial negotiations with Gentherm's customers and suppliers have not fully offset to date and may not fully offset our future cost increases. Such inflationary cost increase may increase the cash required to fund our operations by a material amount.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. For discussion of our significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in our critical accounting policies or critical accounting estimates during the three months ended March 31, 2026. We are not presently aware of any events or circumstances that would require us to update our estimates, assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.
33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to various market risks including, but not limited to, changes in foreign currency exchange rates, changes in interest rates and price fluctuations of certain material commodities. Market risks for changes in interest rates relate primarily to the Company's debt obligations under the Second Amended and Restated Credit Agreement. Foreign currency exchange risks are attributable to sales to foreign customers and purchases from foreign suppliers not denominated in a location’s functional currency, foreign plant operations, intercompany indebtedness, acquisitions denominated in foreign currencies, intercompany investments and include exposures to the Euro, Mexican Peso, Hungarian Forint, North Macedonian Denar, Ukrainian Hryvnia, Japanese Yen, Chinese Renminbi, Korean Won, Czech Koruna, Vietnamese Dong and Moroccan Dirham.
The Company’s designated hedging relationships are formally documented at the inception of the hedge, and hedges must be highly effective in offsetting changes to future cash flows on hedged transactions both at the inception of a hedge and on an ongoing basis to be designated for hedge accounting treatment. For derivative contracts that can be classified as a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded to accumulated other comprehensive loss in the consolidated condensed balance sheets. When the underlying hedge transaction is realized, the gain or loss included in accumulated other comprehensive loss is recorded in earnings in the consolidated condensed statements of income (loss) on the same line as the hedged item. Cash flows associated with derivatives are reported in net cash provided by operating activities in the Company’s consolidated statements of cash flows.
Information related to the fair values of all derivative instruments in the consolidated condensed balance sheet as of March 31, 2026 is set forth in Note 10, “Financial Instruments” in the consolidated condensed financial statements included in this Report.
Interest Rate Sensitivity
The table below presents principal cash flows and related weighted average interest rates by expected maturity dates for each of the Company’s debt obligations, excluding finance leases. The information is presented in U.S. Dollar equivalents, which is the Company’s reporting currency.
Expected Maturity Date
2028
2029
2030
2031
Fair Value
Liabilities
Long-Term Debt:
Variable rate
Variable interest rate as of March 31, 2026
Based on the amounts outstanding as of March 31, 2026, a hypothetical 100 basis point change (increase or decrease) in interest rates would impact annual interest expense by $2.2 million. To hedge the Company's exposure to interest payment fluctuations on a portion of these borrowings, we entered into floating-to-fixed interest rate swap agreements with notional amounts totaling $100.0 million.
Exchange Rate Sensitivity
The table below provides information about the Company’s foreign currency exchange rate agreements that are sensitive to changes in foreign currency exchange rates. The table presents the notional amounts and weighted average exchange rates by expected maturity dates for each type of foreign currency exchange agreement. These notional amounts generally are used to calculate the payments to be exchanged under the contract.
Expected Maturity or Transaction Date
Anticipated Transactions and Related Derivatives
USD Functional Currency
Exchange Agreements:
(Receive MXN / Pay USD)
Total contract amount
36,427
31,678
(2,454
Average contract rate
18.94
17.99
18.50
The table below presents the potential gain and loss in fair value for the foreign currency derivative contracts from a hypothetical 10% change in quoted currency exchange rates.
Potential loss in fair value
Potential gain in fair value
Exchange Agreement:(Receive MXN / Pay USD)
6,043
7,514
3,328
4,327
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2026. As defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), disclosure controls and procedures are controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026.
(b) Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to litigation from time to time in the ordinary course of business, however there was no material pending litigation to which we are a party and no material legal proceeding was terminated, settled or otherwise resolved during the three months ended March 31, 2026.
ITEM 1A. RISK FACTORS
In addition to the information set forth in this Report, you should carefully consider the risk factors previously disclosed in Part 1, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. The Company is not aware of any additional material risks or uncertainties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities During First Quarter 2026
During the three months ended March 31, 2026, the Company did not repurchase any shares. As of March 31, 2026, the 2024 Stock Repurchase Program had $110.1 million of share repurchase authorization remaining.
ITEM 5. OTHER INFORMATION
Trading Plans – Directors and Section 16 Officers
During the three months ended March 31, 2026, none of the Company's directors or Section 16 officers adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
ITEM 6. EXHIBITS
Exhibits to this Report are as follows:
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed / Furnished
Herewith
Form
Period
Ending
Exhibit /Appendix Number
Filing Date
2.1*
Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc.
8-K
2.1
1/29/26
2.2*
Agreement and Plan of Merger, dated as of January 29, 2026, by and among Gentherm Incorporated, Modine Manufacturing Co., Platinum Gold Merger Sub Inc. and Platinum SpinCo Inc.
Second Amended and Restated Articles of Incorporation of Gentherm Incorporated
3.2
3/5/18
Amended and Restated Bylaws of Gentherm Incorporated
5/26/16
10.1**
First Amendment to Second Amended and Restated Credit Agreement dated as of February 24, 2026 by and among Gentherm Incorporated, Gentherm (Texas), Inc., Gentherm Medical, LLC, Gentherm GmbH and Gentherm Präzision SE (f/k/a Alfmeier Präzision SE), as the borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent
10.1
2/27/26
10.2.1***
Form of RSU Award Agreement (Non-Employee Directors) under the Gentherm Incorporated 2023 Equity Incentive Plan (effective as of 2026 grants)
3/17/26
10.2.2***
Form of RSU Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan (effective as of 2026 grants)
10.2
10.2.3***
Form of PSU Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan (effective as of 2026 grants)
10.3
31.1
Section 302 Certification – CEO
X
31.2
Section 302 Certification – CFO
32.1****
Section 906 Certification – CEO
32.2****
Section 906 Certification – CFO
101.INS
Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Gentherm agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Gentherm agrees to furnish any omitted schedules or exhibits upon the request of the Securities and Exchange Commission. A list of the omitted schedules and exhibits to this agreement is set forth in the agreement.
*** Indicates management contract or compensatory plan or arrangement.
**** Documents are furnished not filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Gentherm Incorporated
/s/ William Presley
William Presley
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 23, 2026
/s/ Jonathan Douyard
Jonathan Douyard
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)