Gentherm Files Pro Forma Financials for Modine Performance Technologies Merger
THRM is trading near its 52-week low of $27 (11% above the low) on elevated volume (2.3× avg).
Summary
Gentherm filed the required pro forma financials for its Modine Performance Technologies merger, showing a pro forma net loss of $66.1M for 2025 and $10.2M of net income for H1 2026, with 54.3M shares outstanding.
Key Events · M&A and Partnerships · THRM
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Pro Forma Financials Filed
Amendment No. 1 to the October 1, 2026 8-K includes unaudited pro forma condensed combined financials required by Item 9.01(b), covering the balance sheet as of June 30, 2026 and statements of operations for H1 2026 and full-year 2025.
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Combined Earnings Power
Pro forma combined net income attributable to Gentherm was $10.2M ($0.19 EPS) for H1 2026, but a net loss of $66.1M ($1.22 loss per share) for 2025, driven by $76.8M of purchase-accounting adjustments in 2025.
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Preliminary Purchase Price
Preliminary purchase consideration of $792.1M: 23,735,961 shares at $33.30 per share ($790.4M) plus $1.7M for replacement equity awards. Allocation includes $205.6M goodwill, $180.0M intangibles, and $220.8M property/equipment step-up.
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Share Count and Dilution
Pro forma weighted average shares outstanding rise to 54.3M basic and 54.7M diluted, from 30.6M historical — the 23.7M new shares represent the merger consideration.
Analysis · THRM · Manufacturing
This amendment delivers the required pro forma combined financials for the Modine Performance Technologies merger that closed October 1. The numbers show the combined company would have posted a $66.1M net loss for 2025 and just $10.2M of net income for the first half of 2026 — driven by $76.8M of purchase-accounting adjustments in 2025 and $23.8M in H1 2026. The deal adds roughly 23.7M shares, taking the pro forma share count to about 54.3M, and the preliminary purchase price allocation books $205.6M of goodwill and $180M of intangibles. The $250M SpinCo financing at SOFR + 1.25% adds meaningful interest expense. These are the first hard numbers on the combined entity's earnings power and balance sheet since the deal closed.
How filings like this one have moved
In the 30 days to Oct 9, 2026, 28.2% of the 1631 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.49%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, THRM was trading at $30.00 on NASDAQ in the Manufacturing sector, with a market capitalization of approximately $1.6B. The 52-week trading range was $27.00 to $48.35. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.