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- Related-Party Transaction (new) — The acquired business received a $100 million related-party dividend from a Modine subsidiary in fiscal 2025, a one-time payment that materially inflated prior-year earnings and will not recur.
Gentherm to acquire Modine's Performance Technologies Business for ~20.8M shares in reverse Morris Trust, diluting existing shareholders by 40%
Filed August 12, 2026 · ~2 min read
Key Changes
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high
Gentherm will issue approximately 20.8 million shares to acquire Modine's Performance Technologies Business, resulting in existing Gentherm shareholders owning 60% of the combined company and former SpinCo stockholders owning 40%.
Business view on EDGAR → -
high
The combined company will assume $250 million in new debt incurred by SpinCo pre-merger, adding approximately $12.1 million in annual interest expense. SpinCo will distribute $210 million in cash to Modine before the merger closes.
Business view on EDGAR → -
high
Pro forma net loss for the combined company was $55.9 million for the year ended December 31, 2025, driven by $30.7 million in intangible amortization, $12.3 million in incremental depreciation, and $12.1 million in interest expense on the new debt.
Business view on EDGAR →
6 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 13, 2026 · How we verify