Form 8-K/A

8-K/A — Gentherm Inc

Accession: 0001193125-26-419232

Filed: 2026-10-09

Period: 2026-09-29

CIK: 0000903129

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K/A — d186467d8ka.htm (Primary)

EX-99.4 (d186467dex994.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: d186467d8ka.htm · Sequence: 1

8-K/A

Gentherm Inctrue0000903129MI 0000903129 2026-09-29 2026-09-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2026

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

Michigan

0-21810

95-4318554

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

28875 Cabot Drive, Novi,

48377

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (248)

348-9735

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

THRM

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934 (§

240.12b-2

of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On October 1, 2026 (the “Closing Date”), Gentherm Incorporated, a Michigan corporation (“Gentherm”), and Modine Manufacturing Company, a Wisconsin corporation (“Modine”), completed their previously announced combination of Modine’s Performance Technologies business (the “SpinCo Business”) with Gentherm (the “Transaction”) pursuant to, and in accordance with, the terms and conditions of the Agreement and Plan of Merger, dated as of January 29, 2026 (the “Merger Agreement”), by and among Gentherm, Modine, Platinum SpinCo Inc., a Delaware corporation and a wholly owned subsidiary of Modine (“SpinCo”), and Platinum Gold Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gentherm (“Merger Sub”), and the Separation Agreement, dated as of January 29, 2026 (together with the Merger Agreement, the “Transaction Agreements”), by and among Gentherm, Modine and SpinCo. Pursuant to the Transaction Agreements, Merger Sub merged with and into SpinCo, with SpinCo becoming a wholly owned subsidiary of Gentherm as the surviving entity.

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is being filed to amend Item 9.01(b) of the Current Report on Form 8-K filed by Gentherm on October 1, 2026 to include the unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K, which will be incorporated by reference into the registration statement on Form S-4 (Reg. No. 333-297224) initially filed by Gentherm (the “Registration Statement”) on July 2, 2026.

The unaudited pro forma condensed combined financial information of Gentherm and the SpinCo Business as of June 30, 2026 and for the six months ended June 30, 2026 furnished on Exhibit 99 to this Form

8-K/A

shall be deemed incorporated by reference into the Registration Statement. To the extent that information in this Form

8-K/A

differs from or updates information contained in the Registration Statement, the information in this

Form 8-K/A

shall supersede or supplement the information in the Registration Statement.

Cautionary Statement Regarding Forward-Looking Statements

This Form

8-K/A

includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements generally are identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected benefits of the Transaction, including future financial and operating results, anticipated strategic benefits of the Transaction, the combined company’s plans, objectives, expectations and intentions and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s businesses and the ability to successfully realize the benefits of the Transaction. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) uncertainty of the expected financial performance of the combined company; (2) failure to realize the anticipated benefits of the Proposed Transaction; (3) the ability of the combined company to implement its business strategy; (4) difficulties and delays in the combined company achieving revenue and cost synergies; (5) inability of the combined company to retain and hire key personnel; (6) evolving legal, regulatory and tax regimes; (7) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (8) actions by third parties, including government agencies; and (8) other risk factors detailed from time to time in Gentherm’s reports filed with the SEC, including Gentherm’s annual reports on

Form 10-K,

quarterly reports on Form

10-Q,

current reports on Form

8-K

and other documents filed with the SEC. The foregoing list of important factors is not exclusive.

Table of Contents

Any forward-looking statements speak only as of the date of this Form

8-K/A.

Gentherm does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a)

Exhibits

Exhibit No.

Description

99.4

Unaudited pro forma condensed combined financial information of Gentherm giving effect to the Transaction.

104

Cover page Interactive Data File (embedded within the Inline XBRL document).

Table of Contents

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 hereunto duly authorized.

Date: October 9, 2026

GENTHERM INCORPORATED

By:

/s/ Wayne Kauffman

Wayne Kauffman

Senior Vice President, General Counsel and Secretary

EX-99.4

Filename: d186467dex994.htm · Sequence: 2

EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On October 1, 2026 (the “Closing Date”), Gentherm Incorporated, a Michigan corporation (“Gentherm”), and Modine

Manufacturing Company, a Wisconsin corporation (“Modine”), announced that they consummated the previously announced spin-off of Modine’s Performance Technologies business (the “SpinCo

Business” or “Performance Technologies Business”) and the combination of the SpinCo Business with Gentherm. In accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of January 29, 2026 (the

“Merger Agreement”), by and among Gentherm, Modine, Platinum SpinCo Inc., a Delaware corporation and a wholly owned subsidiary of Modine (“SpinCo”), and Platinum Gold Merger Sub, Inc., a Delaware corporation and a wholly

owned subsidiary of Gentherm (“Merger Sub”), and the Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”), by and among Gentherm, Modine and SpinCo, (1) Modine transferred, and SpinCo

accepted and assumed, all of the rights, titles and interests to and under certain assets and liabilities relating to the SpinCo Business such that the SpinCo Business was separated from the remainder of Modine’s businesses (the

“Separation”), (2) following the Separation, Modine distributed, on a pro rata basis (the “Distribution”), one share of SpinCo common stock, par value $0.001 per share (“SpinCo Common Stock”) for each share of

Modine common stock, par value $0.625 per share (“Modine Common Stock”), held by Modine shareholders as of the close of business on September 28, 2026 (the “Record Date”, and such holders of Modine Common Stock as of the

Record Date, the “Record Date Modine Shareholders”), and (3) following the Distribution, Merger Sub merged with and into SpinCo, with SpinCo surviving the Merger as a wholly owned subsidiary of Gentherm under the name “Modine

Global, Incorporated” (the “Merger”), and each share of SpinCo Common Stock (except for any such shares held as treasury stock, or held by Modine, SpinCo or any subsidiary of Modine, if any, which shares were canceled) was

converted into the right to receive 0.44619 shares of common stock, no par value, of Gentherm (“Gentherm Common Stock”) together with cash in lieu of any fractional share of Gentherm Common Stock (collectively, the

“Transactions”).

Pursuant to the terms of the Separation Agreement, prior to the Distribution and the Merger, SpinCo made a

cash distribution to Modine of $156 million. In connection with the Transactions, Gentherm also declared a special cash dividend (the “Cash Dividend”) in an aggregate amount equal to $63.5 million or $2.07 per share of Gentherm

Common Stock. The Cash Dividend was paid in cash on October 7, 2026, to Gentherm shareholders of record as of the close of business on September 28, 2026. As such, Record Date Modine Shareholders who received shares of Gentherm Common

Stock in the Merger were not entitled to the Cash Dividend with respect to shares of Gentherm Common Stock issued on October 1, 2026.

Upon completion of the Transactions, Gentherm issued 23,735,961 shares of Gentherm Common Stock to the Record Date Modine Shareholders. As a

result, the Record Date Modine Shareholders owned approximately 43.62% of the outstanding shares of Gentherm Common Stock (without taking into account any overlapping shareholder ownership), and continuing Gentherm shareholders owned approximately

56.38% of the outstanding shares of Gentherm Common Stock (without taking into account any overlapping shareholder ownership). As a result of the Merger, Merger Sub ceased to exist as a separate legal entity, and SpinCo became a wholly owned

subsidiary of Gentherm.

The Transactions will establish Gentherm as a scaled leader in thermal management solutions and expand its

technologies and capabilities in precision flow management. It will enable the combined company to serve attractive end markets including power generation, commercial, heavy-duty, light vehicle, and medical. The combined company expects to realize

significant value creation through cost synergies and incremental commercial opportunities including cross-selling, product integration, and entering global markets in which legacy Gentherm has not operated. Modine will retain its Climate Solutions

businesses, creating a pure-play climate solutions company focused on the high-growth data center and commercial HVAC & refrigeration end markets.

Gentherm and the Performance Technologies Business have different fiscal years.

Gentherm’s fiscal year ends on December 31, whereas the Performance Technologies Business’ fiscal year ends on March 31. The following unaudited pro forma condensed combined financial information has been prepared in accordance with

Article 11 of Regulation S-X in order to illustrate the estimated effects of the Transactions, with respect to the pro forma balance sheet as of June 30, 2026, as if the Transactions had occurred on

June 30, 2026 and, with respect to the pro forma statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, as if the Transactions had occurred on January 1, 2025.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of

Gentherm and the Performance Technologies Business referenced below:

•

Gentherm’s unaudited consolidated financial statements and the notes thereto for the six months ended

June 30, 2026, which are included in Gentherm’s Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed on July 23, 2026;

•

Gentherm’s audited consolidated financial statements and the notes thereto for the year ended

December 31, 2025, which are included in Gentherm’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 19, 2026;

•

the Performance Technologies Business’s audited financial statements for the years ended March 31,

2026 and 2025 and the notes thereto, filed as Exhibit 99.2 on Gentherm’s Current Report on Form 8-K filed on October 1, 2026; and

•

the Performance Technologies Business’s unaudited financial statements and the notes thereto for the three

months ended June 30, 2026, which are included in Platinum SpinCo, Inc. Quarterly Report on Form 10-Q for the three months ended June 30, 2026, filed on August 26, 2026, and included as Exhibit

99.3 on Gentherm’s Current Report on Form 8-K filed on October 1, 2026.

The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings, operational efficiencies

or synergies that may result from the integration of the Performance Technologies Business with Gentherm, nor does it reflect costs related to integration activities that may be incurred after the completion of the Transactions. The unaudited pro

forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results that would have occurred had the events been consummated as of the dates indicated,

nor is it indicative of any future results.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

(In thousands)

Historical

As of June 30,

2026

As of June 30,

2026

Gentherm

Incorporated

Modine

Performance

Technologies

After

Reclassification

(Note 3)

Pre-Merger

Adjustments

(Note 4)

Note

Transaction

Accounting

Adjustments

(Note 6)

Note

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

213,173

41,176

50,579

4 (a),(b)

(63,500

)

6 (k)

241,428

Accounts receivable, net

338,851

238,897

(11,621

)

4 (b)

—

566,127

Inventory, net

244,538

170,109

—

10,890

6 (a)

425,537

Other current assets

83,451

35,529

—

118,980

Total current assets

880,013

485,711

38,958

(52,610

)

1,352,072

Property and equipment, net

268,780

182,623

—

220,784

6 (b)

672,187

Goodwill

107,111

—

205,623

6 (c)

312,734

Other intangible assets, net

49,703

—

180,000

6 (d)

229,703

Operating lease

right-of-use assets

50,794

20,207

—

(2,124

)

6 (e)

68,877

Deferred income tax assets

92,957

22,387

—

446

6 (i)

115,790

Other non-current assets

43,846

3,560

(38

)

4 (b)

—

47,368

Total assets

1,493,204

714,488

38,920

552,119

2,798,731

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

270,382

156,635

(2,941

)

4 (b)

—

424,076

Current lease liabilities

8,199

6,272

—

(1,070

)

6 (f)

13,401

Current maturities of long-term debt

868

8,653

(8,140

)

4 (b)

(302

)

6 (g)

1,079

Other current liabilities

146,832

53,312

(10,529

)

4 (b)

22,413

6 (h)

212,028

Total current liabilities

426,281

224,872

(21,610

)

21,041

650,584

Long-term debt, less current maturities

272,390

1,564

247,747

4 (a)

5,632

6 (g)

527,333

Non-current lease liabilities

43,623

13,164

—

(283

)

6 (f)

56,504

Pension benefit obligation

3,313

6,557

—

9,870

Other non-current liabilities

24,479

5,835

—

86,451

6 (i)

116,765

Total liabilities

770,086

251,992

226,137

112,841

—

1,361,056

Shareholders’ equity:

Common stock: No par value; 55,000,000 shares authorized (historical) and 110,000,000 shares

authorized (pro forma); 30,705,208 issued and outstanding (historical) and 54,441,169 shares issued and outstanding (pro forma), respectively, as of June 30, 2026.

10,709

—

10,709

Paid-in capital

1,590

—

792,132

6 (j)

793,722

Accumulated earnings

722,724

530,291

(187,217

)

4 (a),(b)

(428,987

)

6 (j)

636,811

Accumulated other comprehensive loss

(11,905

)

(76,133

)

—

76,133

6 (j)

(11,905

)

Noncontrolling interest

—

8,338

—

8,338

Total shareholders’ equity

723,118

462,496

(187,217

)

439,278

—

1,437,675

Total liabilities and shareholders’ equity

1,493,204

714,488

38,920

552,119

—

2,798,731

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(In thousands, except per share data)

Historical

For six months

ended June 30,

2026

For six months

ended June 30,

2026

Gentherm

Incorporated

Modine

Performance

Technologies

After

Reclassification

(Note

Pre-Merger

Adjustments

(Note 4)

Note

Transaction

Accounting

Adjustments

(Note 6)

Note

Pro Forma

Combined

Product revenues

809,872

564,681

—

1,374,553

Cost of sales

616,218

469,211

—

13,511

6 (n),(p)

1,098,940

Gross Margin

193,654

95,470

—

(13,511

)

275,613

Operating expenses:

Net research and development expenses

48,015

5,701

—

53,716

Selling, general, and administrative expenses

111,010

44,635

—

10,278

6 (n),(o),(q)

165,923

Restructuring expenses, net

12,655

3,858

—

16,513

Loss on sale of land and building, net

—

3,902

—

3,902

Total operating expenses

171,680

58,096

—

10,278

240,054

Operating Income

21,974

37,374

—

(23,789

)

35,559

Interest expense, net

(5,923

)

(1,597

)

(6,225

)

4 (c)

(163

)

6 (p)

(13,908

)

Foreign currency loss

(1,297

)

(334

)

—

(1,631

)

Other income

184

4,280

—

4,464

Earnings before income tax

14,938

39,723

(6,225

)

(23,952

)

24,484

Income tax expense

6,300

13,625

(1,307

)

4 (d)

(5,030

)

6 (r)

13,588

Net income

8,638

26,098

(4,918

)

(18,922

)

10,896

Less: Net income attributable to noncontrolling interest

—

666

—

666

Net income attributable to Gentherm Incorporated

8,638

25,432

(4,918

)

(18,922

)

10,230

Basic earnings per share

0.28

0.19

Diluted earnings per share

0.28

0.19

Weighted average shares outstanding – Basic

30,584

23,736

54,320

Weighted average shares outstanding – Diluted

30,947

23,781

54,728

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except per share data)

Historical

For year ended

December 31,

2025

For year ended

December 31,

2025

Gentherm

Incorporated

Modine

Performance

Technologies

After

Reclassification

(Note

Pre-Merger

Adjustments

(Note 4)

Note

Transaction

Accounting

Adjustments

(Note 6)

Note

Pro Forma

Combined

Product revenues

1,498,602

1,112,818

—

2,611,420

Cost of sales

1,136,426

898,234

—

36,633

6 (l),(n),(p)

2,071,293

Gross Margin

362,176

214,584

—

(36,633

)

540,127

Operating expenses:

Net research and development expenses

94,759

11,739

—

106,498

Selling, general, and administrative expenses

170,045

93,666

—

40,183

6 (m),(n),(o),(q)

303,894

Restructuring expenses, net

12,476

16,527

—

29,003

Loss on sale of land and building, net

2,196

—

2,196

Total operating expenses

279,476

121,932

—

40,183

441,591

Operating Income

82,700

92,652

—

(76,816

)

98,536

Pension Termination

—

(66,195

)

—

(66,195

)

Interest expense, net

(13,811

)

(3,004

)

(12,758

)

4 (c)

(311

)

6 (p)

(29,884

)

Foreign currency loss

(28,415

)

(195

)

—

(28,610

)

Other (loss) income

(4,639

)

3,039

—

(1,600

)

Earnings (loss) before income tax

35,835

26,297

(12,758

)

(77,127

)

(27,753

)

Income tax expense

17,550

37,658

(2,679

)

4 (d)

(16,197

)

6 (r)

36,332

Net income (loss)

18,285

(11,361

)

(10,079

)

(60,930

)

(64,085

)

Less: Net income attributable to noncontrolling interest

—

1,967

—

1,967

Net income (loss) attributable to Gentherm Incorporated

18,285

(13,328

)

(10,079

)

(60,930

)

(66,052

)

Basic earnings (loss) per share

0.60

(1.22

)

Diluted earnings (loss) per share

0.59

(1.22

)

Weighted average shares outstanding – Basic

30,585

23,736

54,321

Weighted average shares outstanding – Diluted

30,933

23,736

54,321

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In thousands, except per share data)

NOTE 1 – Description of the Transaction

On January 29, 2026, Gentherm, Modine, Merger Sub and SpinCo, as applicable, entered into certain agreements to effect the transfer of the

Performance Technologies Business to Gentherm. Below is a list of the material events contemplated by the agreements:

•

Prior to the Distribution and the Merger, Modine transferred and SpinCo accepted and assumed all of the right,

title, and interest to and under certain assets and liabilities relating to the Performance Technologies Business.

•

On June 29, 2026, SpinCo entered into documentation governing the Permanent SpinCo Financing in an aggregate

committed principal amount of $250,000. The proceeds were used on the Closing Date to make the SpinCo Cash Distribution, subject to certain potential adjustments set forth in the Merger Agreement, and to pay certain amounts under the Merger

Agreement and/or Separation Agreement.

•

Pursuant to the Separation Agreement, SpinCo made a cash distribution to Modine of $155,992.

•

Following the SpinCo Cash Distribution, Modine distributed to its shareholders all of the issued and outstanding

shares of SpinCo Common Stock held by Modine by way of a pro rata distribution and for no consideration.

•

Following the Distribution, Merger Sub merged with and into SpinCo, with SpinCo surviving the Merger as a wholly

owned subsidiary of Gentherm.

NOTE 2 – Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, to illustrate the effects of the “Transactions”, including (i) the separation of the Performance Technologies Business from Modine’s other businesses and the subsequent

transfer of the Performance Technologies Business to SpinCo, (ii) the pro rata distribution of SpinCo Common Stock to Modine shareholders and (iii) the merger of a wholly owned subsidiary of Gentherm with and into SpinCo, with SpinCo

surviving as a wholly owned subsidiary of Gentherm.

The unaudited pro forma condensed combined financial information is derived from

(a) Gentherm’s historical consolidated financial statements prepared in accordance with GAAP for the fiscal year ended December 31 and (b) the historical combined financial information of the Performance Technologies Business

prepared on a carve-out basis from Modine’s historical consolidated financial statements, for the fiscal year ended March 31. The Performance Technologies Business historical financial information

includes the historical results of operations, assets and liabilities that are directly attributable to the Performance Technologies Business, as well as allocations of certain corporate costs from Modine.

Because the Performance Technologies Business has historically operated as part of Modine and not as a separate stand-alone entity, the

historical combined financial information of the Performance Technologies Business may not be indicative of the financial position, results of operations or cash flows that would have been achieved had the Performance Technologies Business operated

independently during the periods presented.

The unaudited pro forma condensed combined statements of operations for the year ended

December 31, 2025 give effect to the Transactions and the occurrence of the related financing as if they had occurred on January 1, 2025, the beginning of the earliest period presented. In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 reflects the results of the Performance Technologies Business for the twelve-month period ended

December 31, 2025, which represents the most recent practicable period available. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, gives effect to the Transactions and the

occurrence of the related financing as if they had occurred on January 1, 2025. In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed combined statement of operations for the

six months ended June 30, 2026 reflects Gentherm’s historical results for that period combined with the historical results of the Performance Technologies Business for the six month period ended June 30, 2026, which represents the

most recent practicable period available for the Performance Technologies Business.

The Performance Technologies Business’s results for the six months ended June 30,

2026 have been derived by combining the Performance Technologies Business’ historical financial results for the three-month period ended March 31, 2026 and the historical financial results for the three-month period ended June 30,

2026. Accordingly, the six-month period presented reflects the Performance Technologies Business’s results of operations for the period from January 1, 2026 through June 30, 2026.

The Performance Technologies Business results for the twelve-month period ended December 31, 2025 were derived by combining the audited

historical financial information of the Performance Technologies Business for the fiscal year ended March 31, 2026, adjusted by removing the results for the three-month period ended March 31, 2026 and adding the results for the three-month

period ended March 31, 2025.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the

Transactions and the occurrence of the related financing for the Transactions as if they had occurred on June 30, 2026 and combines the balance sheet of Gentherm as of June 30, 2026 with that of the Performance Technologies Business as of

June 30, 2026.

The unaudited pro forma condensed combined financial information has been adjusted to give effect to transaction

accounting adjustments that reflect the application of the acquisition method of accounting to the Merger in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, with Gentherm determined to be the

accounting acquirer. The determination that Gentherm is the accounting acquirer was based on an evaluation of the relevant facts and circumstances, including, among other factors, the relative ownership interests in the combined company following

the Merger, the issuance of Gentherm Common Stock in the Merger, and the composition of the Gentherm Board and Gentherm management following the consummation of the Transactions. ASC 805 requires that the identifiable assets acquired and liabilities

assumed in a business combination be recognized at their estimated fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined financial information, management has made preliminary estimates of the fair values

of the assets acquired and has allocated the estimated purchase consideration accordingly. The preliminary purchase price allocation is subject to further refinement as additional information becomes available and as final valuations are completed,

and such changes may be material.

Historically, Modine maintained a centralized approach to cash management and financing. Accordingly,

indebtedness and related interest expense reflected in the Performance Technologies Business historical financial information represent amounts attributed to the business by Modine and may not be indicative of the indebtedness or interest expense

that would have existed had the Performance Technologies Business operated as a stand-alone entity. Following the consummation of the Transactions, SpinCo, as a wholly owned subsidiary of Gentherm, is expected to have a capital structure that

differs materially from that reflected in the Performance Technologies Business historical combined financial information. The unaudited pro forma condensed combined financial information reflects adjustments to give effect to indebtedness expected

to be incurred in connection with the Transactions as if such indebtedness had been incurred on the applicable pro forma dates.

Following

the completion of the Transactions, certain services historically provided by Modine to the Performance Technologies Business will continue to be provided for a limited period pursuant to a transition services agreement or will be assumed by

Gentherm through internal resources or third-party service providers. The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings, operational efficiencies or synergies that may result from the

integration of the Performance Technologies Business with Gentherm, nor does it reflect costs related to integration activities that may be incurred after the completion of the Transactions.

The unaudited pro forma condensed combined financial information and related notes are presented for illustrative purposes only and do not

necessarily reflect the consolidated results of operations or financial position that would have occurred had the Transactions been consummated on the dates assumed, nor are they indicative of the results of operations, financial position, or cash

flows of the combined company for any future period. Accordingly, the unaudited pro forma condensed combined financial information should not be relied upon as an indicator of future performance or financial condition.

NOTE 3 – Reclassification Adjustments

Based on a preliminary review of the accounting policies of Gentherm and the Performance Technologies Business, Gentherm is not aware of any

differences that would have a material impact on the unaudited pro forma condensed combined financial information. Following the completion of the Transactions, or as more information becomes available, Gentherm is performing a full and detailed

review of Modine and the Performance Technologies Business accounting policies and financial information. As a result of the review, accounting policy differences may be identified and these differences, if identified, could produce results that are

materially different from the results reflected in the unaudited pro forma condensed combined financial information.

During the

preparation of the unaudited pro forma condensed combined financial information related to the Transactions, Gentherm’s management performed a preliminary analysis of the Performance Technologies Business’s financial information to

identify differences in financial statement presentation compared to the presentation of Gentherm. Certain reclassifications have been made to the historical consolidated presentation of the Performance Technologies Business to conform to the

financial statement presentation of Gentherm.

Balance Sheet Reclassifications:

The table below summarizes the mapping of financial statement line items between the Performance Technologies Business and Gentherm and the

reclassification adjustments made to present the unaudited historical combined balance sheet of the Performance Technologies Business as of June 30, 2026, in conformity with the unaudited historical consolidated balance sheet of Gentherm as of

June 30, 2026 (in thousands).

Performance Technologies

Business

Presentation

Combined Presentation

Historical

Performance

Technologies

Business

Reclassifications

Note

Performance

Technologies

Business

(After

Reclassification)

Assets

Cash and cash equivalents

41,176

—

41,176

Trade accounts receivables - net

Accounts receivable, net

227,276

11,621

)

238,897

Due from related party

7,804

(7,804

)

—

Related party notes receivable

3,817

(3,817

)

—

Inventories

Inventory, net

170,109

—

170,109

Other current assets

35,529

—

35,529

Property, plant and equipment - net

Property and equipment, net

182,623

—

182,623

Operating lease right-of-use assets

—

20,207

)

20,207

Deferred income taxes

Deferred income tax assets

22,387

—

22,387

Noncurrent related party notes receivable

(38

)

—

Other noncurrent assets

Other non-current assets

23,729

(20,169

)

3,560

Liabilities

Related party notes payable

10,529

(10,529

)

—

Accounts payable

153,694

2,941

)

156,635

Due to related party

2,941

(2,941

)

—

Accrued compensation and employee benefits

27,654

(27,654

)

—

Current lease liabilities

—

6,272

)

6,272

Long-term debt - current portion

Current maturities of long-term debt

8,653

—

8,653

Other current liabilities

21,401

31,911

), (e)

53,312

Long-term debt

Long-term debt, less current maturities

1,564

—

1,564

Non-current lease liabilities

—

13,164

)

13,164

Pensions

Pension benefit obligation

6,557

—

6,557

Other noncurrent liabilities

Other non-current liabilities

18,999

(13,164

)

5,835

Shareholders’ Equity

Accumulated other comprehensive loss

(76,133

)

—

(76,133

)

Noncontrolling interest

8,338

—

8,338

Net parent investment

Accumulated earnings

530,291

—

530,291

Notes:

The Performance Technologies Business’s historical presentation included Due from related party and

Related party notes receivable for $7,804 and $3,817, respectively, which were reclassified to Accounts receivable, net to conform to Gentherm’s presentation.

Gentherm separately reflects Operating lease

right-of-use assets as a distinct line item in its consolidated balance sheets. Accordingly, $20,207 of Operating lease right-of-use assets that were included within Other non-current assets in the Performance Technologies Business’s historical presentation were reclassified to

Operating lease right-of-use assets to conform to Gentherm’s presentation. The Performance Technologies Business’s historical presentation included

Noncurrent related party notes receivable for $38 which was reclassified to Other non-current assets to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included Accrued compensation and

employee benefits and Related party notes payable of $27,654 and $10,529, respectively, which were reclassified to Other current liabilities to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included Due to related party for $2,941

which was reclassified to Accounts payable to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included Current lease liabilities of

$6,272 within Other current liabilities, which were reclassified to Current lease liabilities to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included

Non-current lease liabilities of $13,164 within Other non-current liabilities, which were reclassified to Non-current lease

liabilities to conform to Gentherm’s presentation.

Statements of Operations Reclassifications:

The table below summarizes the mapping of financial statement line items between the Performance Technologies Business and Gentherm and the

reclassification adjustments made to present the unaudited historical combined statement of income of the Performance Technologies Business for the six months ended June 30, 2026 in conformity with the unaudited historical consolidated

statement of operations of Gentherm for the six months ended June 30, 2026 (in thousands).

Performance

Technologies

Business

Presentation

Combined Presentation

Historical

Performance

Technologies

Business

Reclassifications

Note

Performance

Technologies

Business

(After

Reclassification)

Net sales

Product revenues

571,771

(7,090

)

(g)

564,681

Cost of sales

473,868

(4,657

)

(g)

469,211

Selling, general and administrative expenses

52,769

(8,134

)

(h)

44,635

Net research and development expenses

—

5,701

(g), (h)

5,701

Restructuring expenses

Restructuring expenses, net

3,858

—

3,858

Loss (gain) on sale of assets

Loss on sale of land and building, net

3,902

—

3,902

Related party interest expense

(3,817

)

3,817

)

—

Interest expense

Interest expense, net

2,220

(3,817

)

(1,597

)

Foreign currency loss

—

(334

)

(334

)

Other income - net

Other income

3,946

334

)

4,280

Provision for income taxes

Income tax expense

13,625

—

13,625

Net earnings attributable to noncontrolling interest

Net income attributable to noncontrolling interest

666

—

666

Notes:

The Performance Technologies Business’s historical presentation included customer tooling reimbursements

in Net sales, with related costs reflected in Cost of sales. Gentherm accounts for such tooling and development activities as Net research and development expenses. Accordingly, $7,090 of tooling revenue was reclassified out of Net sales and $4,657

of related costs were reclassified out of Cost of sales, with the resulting net income of $2,433 reclassified to Net research and development expenses to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included certain engineering and

development activities within Selling, general and administrative expenses. As Gentherm records these costs within Net research and development expenses, $8,134 was reclassified from Selling, general and administrative expenses to Net research and

development expenses to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included Related party interest expense.

As Gentherm records within Interest expense, net, $3,817 was reclassified from Related party interest expense to Interest expense, net to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included foreign currency transaction

gains and losses within Other income - net. As Gentherm separately presents foreign currency transaction gains and losses in a distinct line item captioned Foreign currency loss, $334 was reclassified from Other income to Foreign currency loss to

conform to Gentherm’s presentation.

The table below summarizes the mapping of financial statement line items between the Performance

Technologies Business and Gentherm and the reclassification adjustments made to present the unaudited historical combined statement of income of the Performance Technologies Business for the year ended December 31, 2025, in conformity with the

audited historical consolidated statement of operations of Gentherm for the year ended December 31, 2025 (in thousands).

Performance

Technologies

Business

Presentation

Combined Presentation

Historical

Performance

Technologies

Business

Reclassifications

Note

Performance

Technologies

Business (After

Reclassification)

Net sales

Product revenues

1,132,598

(19,780

)

(k)

1,112,818

Cost of sales

913,642

(15,408

)

(k)

898,234

Selling, general and administrative expenses

109,777

(16,111

)

(l)

93,666

Net research and development expenses

—

11,739

(k), (l)

11,739

Restructuring expenses

Restructuring expenses, net

16,527

—

16,527

Interest expense

Interest expense, net

(3,004

)

—

(3,004

)

Foreign currency loss

—

(195

)

(m)

(195

)

Other income - net

Other (loss) income

2,844

195

(m)

3,039

Provision for income taxes

Income tax expense

37,658

—

37,658

Net earnings attributable to noncontrolling interest

Net income attributable to noncontrolling interest

1,967

—

1,967

Notes:

The Performance Technologies Business’s historical presentation included customer tooling reimbursements

in Net sales, with related costs reflected in Cost of sales. Gentherm accounts for such tooling and development activities as Net research and development expenses. Accordingly, $19,780 of tooling revenue was reclassified out of Net sales and

$15,408 of related costs were reclassified out of Cost of sales, with the resulting net income of $4,372 reclassified to Net research and development expenses to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included certain engineering and

development activities within Selling, general and administrative expenses. As Gentherm records these costs within Net research and development expenses, $16,111 was reclassified from Selling, general and administrative expenses to Net research and

development expenses to conform to Gentherm’s presentation.

The Performance Technologies Business’s historical presentation included foreign currency transaction

gains and losses within Other income – net. As Gentherm separately presents foreign currency transaction gains and losses in a distinct line item captioned Foreign currency loss, $195 was reclassified from Other (loss) income to Foreign

currency loss to conform to Gentherm’s presentation.

NOTE 4 – Pre-Merger

Adjustments

The SpinCo Cash Distribution and related financing arrangements are required

pre-Merger steps under the Separation Agreement and Merger Agreement to effect the Separation and Distribution. These capital structure adjustments are not discretionary, but contractual conditions precedent

to consummation of the Transactions. The amount of the SpinCo Cash Distribution is equal to $155,992.

On June 29, 2026, SpinCo entered into

documentation governing the Permanent SpinCo Financing in an aggregate committed principal amount of $250,000, the proceeds of which were used on the Closing Date to make the SpinCo Cash Distribution and to pay certain other amounts under the Merger

Agreement and/or the Separation Agreement.

The following adjustments are included in the unaudited pro forma condensed combined balance sheet and

unaudited pro forma condensed combined statements of operations to reflect the impact of these pre-Merger transactions.

Balance Sheet

The following summarizes the pre-Merger pro forma adjustments to give effect to those transactions that

would occur immediately prior to the Merger, as if the Merger had been completed on June 30, 2026 for the purposes of the unaudited pro forma condensed combined balance sheet.

Represents adjustments related to the debt issuance and cash payment in connection with the Permanent SpinCo

Financing and the SpinCo Cash Distribution. The adjustment reflects the following impact on the unaudited pro forma condensed combined balance sheet:

Cash and cash equivalents

As of June 30, 2026

(in thousands)

Proceeds from the issuance of the SpinCo Financing

250,000

SpinCo Cash Distribution

(155,992

)

Debt issuance costs and financing fees related to the SpinCo Financing

(2,253

)

Pro forma adjustment to Cash and cash equivalents

91,755

Long-term debt, less current maturities

As of June 30, 2026

(in thousands)

Proceeds from the issuance of the SpinCo Financing

250,000

Debt issuance costs and financing fees related to the SpinCo Financing

(2,253

)

Total pro forma adjustment for debt

247,747

Shareholders’ equity

Represents a pro forma adjustment to reduce Net parent investment to reflect the SpinCo Cash Distribution of $155,992.

Represents adjustments to settle and eliminate related party transactions with Modine repaid, settled, or

otherwise eliminated prior to the Merger in accordance with the Separation Agreement and Merger Agreement. The adjustment reflects the settlement of such balances in cash or reduction of liabilities, as applicable, with the offset to Accumulated

earnings, in the Unaudited Pro Forma Condensed Combined Balance Sheet. The adjustment reflects the following impact on the unaudited pro forma condensed combined balance sheet:

Cash and cash equivalents

As of June 30, 2026

(in thousands)

Elimination of Cash and cash equivalents

(41,176

)

Pro forma adjustment to Cash and cash equivalents

(41,176

)

Accounts receivable, net

As of June 30, 2026

(in thousands)

Elimination of related party Accounts receivable

(11,621

)

Total pro forma adjustment to Accounts receivable

(11,621

)

Other non-current assets

As of June 30, 2026

(in thousands)

Elimination of related party Other non-current

assets

(38

)

Total pro forma adjustment to Other non-current

assets

(38

)

Accounts payable

As of June 30, 2026

(in thousands)

Elimination of related party Accounts payable

(2,941

)

Total pro forma adjustment to Accounts payable

(2,941

)

Current maturities of long-term debt

As of June 30, 2026

(in thousands)

Elimination of related party Current maturities of long-term debt

(8,140

)

Total pro forma adjustment to Current maturities of long-term debt

(8,140

)

Other current liabilities

As of June 30, 2026

(in thousands)

Elimination of related party Other current liabilities

(10,529

)

Total pro forma adjustment to Other current liabilities

(10,529

)

Shareholders’ equity

Represents a pro forma adjustment to reduce Net parent investment to reflect the settlement and elimination of related party transactions with

Modine of $31,225. This adjustment reflects the net effect of intercompany balance settlements and cash transfers to the Performance Technologies Business, which are economically similar to a distribution to the parent and are therefore presented as

a reduction to accumulated earnings within equity.

Statements of Operations

The following summarizes the pre-Merger pro forma adjustments to give effect to those transactions that

would occur immediately prior to the Merger, for the purposes of the unaudited pro forma condensed combined statements of operations for six months ended June 30, 2026 and for the year ended December 31, 2025.

Represents an adjustment of $6,225 for the six months ended June 30, 2026 and $12,758 for the year ended

December 31, 2025 for incremental Interest expense related to the Permanent SpinCo Financing.

The interest rate on the Permanent SpinCo Financing reflects an assumed SOFR

rate plus an assumed applicable margin. As of the Closing Date, this rate was 3.92% plus an applicable margin of 1.25%. The applicable margin will be based on the leverage ratio of the Performance Technologies Business. A sensitivity analysis has

been performed to consider the effect that a change of 1.00% to the interest rate would have on Interest expense. A 1.00% increase or decrease in interest rates would result in a change in Interest expense of approximately $1,205 for the six months

ended June 30, 2026 and $2,470 for the year ended December 31, 2025.

Represents a reduction to income tax expense of $1,307 for the six months ended June 30, 2026 and $2,679

for the year ended December 31, 2025 to reflect the estimated tax impacts of the pro forma adjustments in Income tax expense in the unaudited pro forma condensed combined statements of operations. The adjustments were determined by using a

statutory tax rate of 21% for both the six months ended June 30, 2026 and the year ended December 31, 2025. The total effective tax rate of the combined company could be significantly different depending on the geographical mix of income

and other factors following the completion of the Transactions. Because the tax rate used for the unaudited pro forma condensed combined financial information is an estimate, it will likely vary from the actual rate in periods subsequent to the

completion of the Transactions and those differences may be material.

There is no adjustment related to

the tax impact of undistributed earnings included in the unaudited pro forma condensed combined balance sheet as an adjustment for the potential tax impact is not reasonable and supportable as of the date of this filing.

NOTE 5 – Preliminary Purchase Consideration

Upon completion of the Transactions, the Modine Shareholders owned approximately 43.62% of the outstanding non-dilutive shares of Gentherm

Common Stock and continuing Gentherm shareholders owned approximately 56.38% of the outstanding non-dilutive shares of Gentherm Common Stock (without taking into account any overlapping shareholder ownership).

The following table represents the preliminary estimate of the purchase consideration to be paid in the Merger:

(in thousands, except per share amounts and exchange ratio)

Number of fully diluted shares of Gentherm Common Stock as of the Determination Time (a)

31,164,956

Number of shares of Gentherm’s Common Stock issued to SpinCo shareholders as a result of the

Merger (b)

23,735,961

Gentherm’s Common Stock price (c)

33.30

Fair value of Gentherm’s Common Stock to be issued

790,408

Fair value of share-based compensation awards issued to PT Business Employees related to pre-combination services (d)

1,724

Preliminary purchase consideration

792,132

Number of fully diluted shares of Gentherm Common Stock:

Number of shares of Gentherm Common Stock issued and outstanding as of September 30, 2026, as

of 4:30pm Eastern time (the “Determination Time”)

30,710,902

Number of shares of Gentherm’s Common Stock issuable upon conversion of Gentherm equity

awards

454,054

31,164,956

The number of shares of Gentherm Common Stock issued in the Merger was calculated such that, immediately

following the Effective Time (as defined in the Merger Agreement), former holders of SpinCo Common Stock immediately prior to the Merger (in their capacity as such) would own approximately 43.62% of the issued and outstanding shares of Gentherm

Common Stock on a fully diluted basis, and holders of Gentherm Common Stock immediately prior to the Merger (in their capacity as such) outstanding immediately prior to the Effective Time would own approximately 56.38% of such shares, without taking

into account any overlapping shareholder ownership.

Represents the closing price per share of Gentherm Common Stock as reported by Nasdaq on September 30,

2026.

Consideration for replacement of SpinCo’s outstanding equity awards. All outstanding Modine Option Awards

(whether vested or unvested) held by SpinCo Transferred Employees as of immediately prior to the Distribution Time (as defined in the Separation Agreement), were converted, as of the Effective Time, into Gentherm stock-based compensation awards as

set forth in the Employee Matters Agreement. In addition, all Modine RSU Awards and Modine PS Awards held by SpinCo Transferred Employees as of immediately prior to the Distribution Time were converted, as of the Effective Time, into Gentherm RSU

Awards as set forth in the Employee Matters Agreement. A portion of the fair value of equity awards held by SpinCo Transferred Employees and replaced as a result of the Merger (the “Performance Technologies Business Awards”) represents

consideration transferred because it relates to services rendered by such SpinCo Transferred Employees to Modine prior to the Merger. This amount is calculated based on the ratio of the pre-combination service

period (from the grant date through the Closing Date) to the longer of the original total service period or the modified service period, if any, multiplied by the fair value of the Modine Awards (the number of Modine Awards multiplied by the Modine

Common Stock share price on the Closing Date). The compensation expense related to services provided post-Merger is discussed in item 6(p) below.

Preliminary purchase price allocation

The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed, as if the Merger had

been completed on June 30, 2026. The allocation has not been finalized. The final determination of these estimated fair values, the assets’ useful lives and the amortization methods are dependent upon certain valuations and other analyses

that have not yet been completed, and as previously stated could differ materially from the amounts presented in the unaudited pro forma condensed combined financial information. The final determination will be completed as soon as practicable but

no later than one year after the consummation of the Merger.

As of June 30, 2026

(in thousands)

Preliminary purchase consideration

792,132

Assets acquired:

Cash and cash equivalents

91,755

Accounts receivable, net

227,276

Inventories

180,999

Other current assets

35,529

Property, plant and equipment, net

403,407

Intangible assets, net

180,000

Operating lease

right-of-use assets

18,083

Deferred income tax assets

22,833

Other non-current assets

3,522

Total preliminary fair value of assets acquired

1,163,404

Liabilities assumed:

Accounts payable

153,694

Current lease liabilities

5,202

Current maturities of long-term debt

211

Other current liabilities

42,783

Long-term debt, less current maturities (i)

254,943

Non-current lease liabilities

12,881

Pension benefit obligation

6,557

Other non-current liabilities

92,286

Total preliminary fair value of liabilities assumed

568,557

Noncontrolling interest of acquired net assets

8,338

Preliminary fair value of net assets acquired

586,509

Goodwill

205,623

(i) Based on the assumption of $250,000 Long-term debt incurred by SpinCo to fund the SpinCo Cash

Distribution prior to the completion of the Merger.

Any increase or decrease in the fair value of the net assets acquired, as compared to

the information shown herein, could also change the portion of the purchase consideration allocable to Goodwill and could impact the operating results of the combined company following the Transactions due to differences in the allocation of the

purchase consideration, and changes in the depreciation and amortization related to some of these assets and liabilities.

NOTE 6 – Transaction

Accounting Adjustments

Balance Sheet

The following summarizes the transaction accounting adjustments to give effect to the Transactions and the related incurrence of indebtedness

as if the Merger had been completed on June 30, 2026 for the purposes of the unaudited pro forma condensed combined balance sheet.

Represents an adjustment of $10,890 to Inventory, net to reflect the estimated

step-up in fair value of the Performance Technologies Business’s inventory acquired, valued using a cost-based approach. The step-ups in fair value of Raw

materials, Work in process, and Finished goods are $(440), $6,830, and $4,500, respectively. The calculated value is preliminary and subject to change and could vary materially from the final purchase price allocation.

As of June 30, 2026

(in thousands)

Finished goods

26,000

Work in process

40,000

Raw materials

115,000

Less: Historical Finished goods

(21,500

)

Less: Historical Work in process

(33,170

)

Less: Historical Raw materials

(115,440

)

Pro forma adjustment to Inventory, net

10,890

Represents a combined adjustment of $220,784 to Property and equipment, net to reflect fair value step ups and

Finance lease right-of-use asset remeasurement. An adjustment of $217,895 to Property and equipment, net reflects the estimated

step-up in fair value of those Performance Technologies Business assets acquired. The Land, Building and Site Improvements; Personal Property; and Construction in Progress asset classes each have step-ups in fair value of $113,417, $104,191, and $287, respectively. Removal of historical Property and equipment, net is inclusive of balances of finance lease right-of-use assets of $4,518. An adjustment to increase Property and equipment, net to reflect Finance lease right-of-use

assets of $7,407 was made for the remeasurement of the Performance Technologies Business’s leases based on Gentherm’s estimated incremental borrowing rate as of the date of the Transactions. The fair value estimate was determined based

on the cost and market approaches. The calculated value is preliminary and subject to change and could vary materially from the final valuation.

As of June 30, 2026

(in thousands)

Land, Building and Site Improvements

168,000

Personal Property

205,000

Construction in progress

23,000

Finance lease

right-of-use asset

7,407

Less: Historical Land, Buildings, and Site Improvements

(54,583

)

Less: Historical Personal Property

(100,809

)

Less: Historical Construction in Progress

(22,713

)

Less: Historical Finance lease

right-of-use asset

(4,518

)

Pro forma adjustment to Property, plant and equipment, net

220,784

Represents an adjustment to Goodwill to reflect the resulting Goodwill that would have been recorded if the

Merger occurred on June 30, 2026.

As of June 30, 2026

(in thousands)

Goodwill resulting from the Merger

205,623

Less: Historical Goodwill of the Performance Technologies Business

—

Pro forma adjustment to Goodwill

205,623

Represents an adjustment of $180,000 to Other intangible assets, net to reflect the estimated fair value of

intangible assets acquired consisting of the following:

As of June 30, 2026

(in thousands)

Trade Names

15,000

Developed Technology

60,000

Customer Relationships

105,000

Less: Historical Intangible assets, net

—

Pro forma adjustment to Intangible assets, net

180,000

The fair value estimates for identifiable intangible assets are preliminary and are based upon assumptions

that market participants would use in pricing an asset. The fair values of the trade name portfolio, developed technology, and customer relationships are valued based on earning and royalty-based methodologies, which incorporate assumptions and

methods suitable for estimating the future economic benefits of these assets. The calculated value is preliminary and subject to change and could vary materially from the final valuations.

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the balance of Goodwill and Deferred

income tax liabilities by $14,220 and $3,780, respectively, as of June 30, 2026.

Represents an adjustment to decrease Operating lease right-of-use assets by $2,124 to reflect the remeasurement of the Performance Technologies Business’s leases based on Gentherm’s estimated incremental borrowing rate as of the date of the

Transactions. Historical Operating lease right-of-use assets of $20,207 were removed and new Operating lease right-of-use assets of $18,083 were recognized as of the acquisition date based on updated lease measurements.

Represents an adjustment to decrease Current lease liabilities and

Non-current lease liabilities of $1,070 and $283, respectively to reflect the remeasurement of the Performance Technologies Business’s leases based on Gentherm’s estimated incremental borrowing

rate as of the date of the Transactions. Historical Current lease liabilities and Non-current lease liabilities of $6,272 and $13,164 were removed and Current lease liabilities and Non-current lease liabilities balances of $5,202 and $12,881 were recognized as of the acquisition date based on updated lease measurements.

Represents an adjustment to decrease Current maturities of long-term debt of $302 to reflect the remeasurement

of the Performance Technologies Business’s current portion of finance leases based on Gentherm’s estimated incremental borrowing rate as of the date of the Transactions. Historical Current maturities of long-term debt of $513 were

removed and new balances of $211 were recognized as of the acquisition date based on updated lease measurements. In addition, historical Long-term debt, less current maturities of $1,564 was eliminated and a remeasured

non-current balance of $7,196 was recognized as of the acquisition date, resulting in a net increase of $5,632.

Represents an adjustment to increase Other current liabilities of $22,413 to reflect the success-based advisory

fees payable to third-party advisors (as well as general advisory and legal fees) in connection with the execution of the Transactions. These costs do not represent amounts transferred to the seller in exchange for control of the acquired business

and therefore are considered acquisition-related costs. These costs are expensed as incurred in the period the corresponding services are received.

Represents an adjustment to increase Other non-current liabilities and

Deferred income tax assets of $86,451 and $446, respectively, for the estimated tax impacts of the pro forma adjustments to Deferred income taxes as a result of purchase accounting, in the unaudited pro forma condensed combined balance sheet as of

June 30, 2026 by using a blended statutory tax rate of 21%. The total effective tax rate of the combined company could be significantly different than the blended statutory tax rate applied depending on the geographical mix of income and other

factors following the completion of the Transactions. Because the tax rate used for this unaudited pro forma condensed combined financial information is an estimate, it will likely vary from the actual rate in periods subsequent to the completion of

the business combination and those differences may be material.

Represents an adjustment to Total shareholders’ equity as of June 30, 2026 consisting of the

following:

(in thousands)

Common stock

Paid-in capital

Accumulated

earnings

Accumulated

other

comprehensive

losses

Elimination of total historical equity of SpinCo

—

(343,074

)

76,133

Issuance of shares of Gentherm Common Stock

—

790,408

—

Replacement of share-based compensation awards related to

pre-combination services

—

1,724

—

Payment of transaction fees and expenses (1)

—

(22,413

)

—

Special Cash Dividend to Gentherm Shareholders (2)

—

(63,500

)

Pro forma adjustment to Total shareholders’ equity

—

792,132

(428,987

)

76,133

(1)

Refer to item 6(h) for supporting details.

(2)

Refer to 6(k) below for supporting details.

Represents an adjustment to reduce Cash and cash equivalents and Accumulated earnings by $63,500 to reflect the

special cash dividend declared by Gentherm in connection with the Transactions and payable to Gentherm shareholders of record immediately prior to the consummation of the Merger. The dividend represents a direct transaction-related distribution to

legacy Gentherm shareholders and is reflected as if paid on June 30, 2026 for purposes of the unaudited pro forma condensed combined balance sheet.

Statements of Operations

The following

summarizes the transaction accounting adjustments to give effect to the Transactions and the related incurrence of indebtedness as if the Merger had been completed on January 1, 2025 for the purposes of the unaudited pro forma condensed

combined statements of operations.

Represents an adjustment to Cost of sales from the run-off of the

estimated step-up in fair value of inventory acquired. As all inventory is expected to be sold within a year following the Merger, no adjustment is needed for the six months ended June 30, 2026, and

$10,890 is reflected as an adjustment for the year ended December 31, 2025.

Represents an adjustment to Selling, general and administrative expenses of $22,413 for the year ended

December 31, 2025 resulting from estimated transaction-related costs that are not currently reflected in the historical consolidated financial information of Gentherm, which consist of professional, legal, and other acquisition-related fees.

Represents an adjustment for the incremental depreciation expense of $14,215 for the six months ended

June 30, 2026 and $26,979 for the year ended December 31, 2025 relating to the estimated step-up in fair value of Property and equipment, net. Depreciation expense is based on a straight-line

methodology over the estimated useful lives noted below. Given that depreciation is reflected in multiple captions based on the nature of the asset, the adjustment is applicable to the captions as noted below.

Total depreciation expense:

Estimated

Useful

life

Six months

ended

June 30, 2026

Year ended

December 31, 2025

(in years)

(in thousands)

Depreciation expense – Building and Site Improvements

10-40

8,115

16,230

Depreciation expense - Personal Property

5-15

20,500

41,000

Less: Historical depreciation expense related to property, plant and equipment

(14,400

)

(30,251

)

Total incremental depreciation expense:

14,215

26,979

Pro forma adjustment to Cost of sales

13,439

25,592

Pro forma adjustment to Selling and administrative expenses

776

1,387

Represents an adjustment to Selling, general and administrative expenses for $9,836 for the six months ended

June 30, 2026 and $19,671 for the year ended December 31, 2025 for amortization of purchased intangible assets recognized in the Transactions.

Estimated Useful

life

Six months

ended June 30,

2026

Year ended

December 31,

2025

(in years)

(in thousands)

Amortization of Trade names and Trademarks

25 - Indefinite

300

600

Amortization of Patented and Unpatented Technology

7 - 10

4,286

8,571

Amortization of Customer Relationships

10 - 20

5,250

10,500

Pro forma adjustment to purchased intangibles amortization

9,836

19,671

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the

amount of amortization expense by $984 for the six months ended June 30, 2026 and $1,967 for the year ended December 31, 2025.

Represents adjustments to reflect the reversal of historical finance lease expense and the recognition of pro

forma finance lease-related expense consisting of right-of-use asset amortization recorded within Cost of sales and interest expense on lease liabilities recorded within

interest expense, net. Given that finance lease amortization and interest expense are reflected across multiple income statement captions based on their nature, the total incremental finance lease expense has been allocated to Cost of sales and

Interest expense, net, as detailed below.

Six months

ended June 30,

2026

Year ended

December 31,

2025

(in thousands)

Amortization of Finance Leases ROU Assets

180

360

Interest on Finance lease liabilities

210

429

Less: Historical amortization and interest expense related to Finance Leases

(155

)

(327

)

Total incremental Finance Lease expense:

235

462

Pro forma adjustment to Cost of sales

151

Pro forma adjustment to incremental Interest expense, net

163

311

Represents a decrease of $334 for the six months ended June 30, 2026 and a decrease of $3,288 for the year

ended December 31, 2025 resulting from the recognition of replacement share-based awards attributable to post-combination services, net of historical share-based compensation that has been reversed. Pro forma share-based compensation expense

has been calculated by using the acquisition-date fair value of the Gentherm replacement awards (the number of Performance Technologies Business Awards converted to Gentherm awards using the Exchange Ratio, multiplied by the Gentherm Common Stock

share price on the Closing Date) less the amount attributed to pre-combination services disclosed in Note 5—Preliminary Purchase Consideration. The resulting pro forma adjustment is reflected entirely

within Selling, general and administrative expenses.

Six months

ended June 30,

2026

Year ended

December 31,

2025

(in thousands)

Pro forma share-based compensation expense

634

1,363

Less: Historical share-based compensation expense

(968

)

(4,651

)

Total decrease in share-based compensation expense

334

3,288

Represents an adjustment for the estimated tax impacts of the pro forma adjustments in Income tax expense in

the unaudited pro forma condensed combined statement of operations by using a blended statutory tax rate of 21% for both the six months ended June 30, 2026 and the year ended December 31, 2025. This results in an adjustment of $5,030 for

the six months ended June 30, 2026 and $16,197 for the year ended December 31, 2025.

The total effective tax

rate of the combined company could be significantly different depending on the geographical mix of income and other factors following the completion of the Transactions. Because the tax rate used for this pro forma financial information is an

estimate, it will likely vary from the actual rate in periods subsequent to the completion of the business combination and those differences may be material.

There is no adjustment related to the tax impact of undistributed earnings included in the unaudited pro forma condensed combined statements

of operations as an adjustment for the potential tax impact is not reasonable and supportable as of the date of this filing.

NOTE 7 – Earnings

(loss) per Share

As a result of the adjustments as described above, an adjustment to earnings (loss) per share (“EPS”) for

the six months ended June 30, 2026 and for the year ended December 31, 2025 was made to present pro forma basic weighted average shares of the combined company using the historical weighted average shares of Gentherm Common Stock

outstanding combined with the additional Gentherm equity awards issued in connection with the Merger and the issuance of shares to SpinCo stockholders. Securities excluded from the calculation of diluted loss per share were approximately 390,000 for

the year ended December 31, 2025 because the inclusion of such securities in the calculation would have been anti-dilutive given the net loss position in that period. Diluted earnings per share for the six months ended June 30, 2026

includes the effect of 410,000 potentially dilutive securities.

The following table sets forth a reconciliation of the numerators and

denominators used to compute pro forma basic and diluted earnings (loss) per share:

Pro Forma Basic Weighted-Average Shares

Six months ended

June 30, 2026

Year ended December

31, 2025

(in thousands, except share

and per share data)

(in thousands, except share

and per share data)

Pro forma Net income (loss) attributable to Gentherm Incorporated

10,230

(66,052

)

Historical Weighted average shares outstanding - Basic

30,584,058

30,585,443

Issuance of shares to SpinCo Common Stock stockholders

23,735,961

Pro forma Weighted average shares outstanding - Basic

54,320,019

54,321,404

Pro forma basic EPS

0.19

(1.22

)

Pro Forma Diluted Weighted-Average Shares

Six months ended

June 30, 2026

Year ended December

31, 2025

(in thousands, except share

and per share data)

(in thousands, except share

and per share data)

Pro forma Net income (loss) attributable to Gentherm Incorporated

10,230

(66,052

)

Historical Weighted average shares outstanding - Diluted (1)

30,947,175

30,585,443

Issuance of shares to SpinCo common stock stockholders

23,735,961

Dilutive impact of Gentherm’s stock awards to replace Performance Technologies Business

Awards

45,096

—

Pro forma Weighted average shares outstanding - Diluted

54,728,232

54,321,404

Pro forma diluted EPS

0.19

(1.22

)

(1)

Note that the Historical Weighted-average shares outstanding exclude 347,451 for the year ended

December 31, 2025 as the impact would be anti-dilutive as described in Note 7 above.

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