Gentherm Inc

Item 1.01 Entry into a Material Definitive Agreement.

Transaction Agreements On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, Gentherm, Modine and SpinCo, entered into certain additional agreements, including:

A summary of the material terms of each of the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement, the Transition Services Agreement and the Trademark Matters Agreement described above is also contained in the section entitled “Additional Agreements Related to the Separation, the Distribution and the Merger” in Gentherm’s Registration Statement on Form S-4 (Registration No. 333-297224), as amended, which was declared effective by the Securities and Exchange Commission on August 12, 2026 (the “Gentherm Registration Statement”), which description is incorporated herein by reference. Each of the foregoing descriptions and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of each of the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement, the Transition Services Agreement and the Trademark Matters Agreement, as applicable, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and incorporated herein by reference.

Financing Matters

The Term Loans bear interest, at SpinCo’s option, at either (i) term SOFR plus a margin in a range of 1.125% to 2.000% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time) or (ii) the base rate plus a margin in a range of 0.125% to 1.000% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time). SpinCo also paid a ticking fee with respect to the DDTL Facility that accrued during the period from June 29, 2026 to the Funding Date at a rate equal to 0.175% per annum on the unfunded commitments thereunder.

The Credit Agreement contains customary affirmative and negative covenants, including restrictions on liens, investments, indebtedness, fundamental changes, dispositions, restricted payments, changes in nature of business, transactions with affiliates, burdensome agreements, use of proceeds, amendments of organizational documents, material IP rights, accounting changes, prepayments of junior indebtedness, sanctions and anti-corruption laws. The Credit Agreement also requires that Gentherm maintain a minimum consolidated interest coverage ratio and a maximum consolidated net leverage ratio. The Credit Agreement additionally contains customary events of default.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Since October 2014, Mr. Mascarenas has served as a venture partner and member of the general partnership of Fontinalis Partners, a strategic investment firm focused on growing start-ups and early stage companies in next-generation mobility and enabling technologies. From 1982 to 2014, Mr. Mascarenas held varying positions of increasing responsibility at Ford Motor Company (NYSE: F), including serving as Corporate Vice President and Chief Technical Officer from 2011 to 2014, leading Ford’s worldwide research and advanced engineering activities and overseeing the development and implementation of Ford’s technology strategy. He also served as Ford’s Vice President Global Engineering, Vice President North American, Vehicle Programs and Engineering, and Executive Director, Product Development.

Mr. Mascarenas currently serves on the board of directors of: ON Semiconductor Corporation (Nasdaq: ON) since November 2014, including currently as a member of the Executive Committee and the Governance and Sustainability Committee and as the Chair of the Human Capital and Compensation Committee; and Neo Performance Materials Inc. (TSX: NEO) since June 2025, including currently as a member of the Audit Committee and the Corporate Governance and Nominating Committee. Mr. Mascarenas previously served on the board of directors of numerous companies, including: Aebi-Schmidt Group (Nasdaq: AEBI; formerly known as the Shyft Group prior to its merger with Aebi-Schmidt Holdings) from June 2018 to May 2026; United States Steel Corporation (NYSE: X) from March 2016 until its merger with Nippon Steel Corporation (TYO: 5401) in June 2025; BorgWarner Inc. (NYSE: BWA) from July 2018 to December 2022 and Mentor Graphics Corporation (Nasdaq: MENT) from March 2015 to March 2017. Mr. Mascarenas also has served on the boards of various non-profit organizations, including SAE (Society of Automotive Engineers) International, BABC (British American Business Council) Michigan and FISITA (The International Federation of Automotive Engineering Societies). Further, he has held numerous advisory roles, including for the British American Business Council, Magna International, Oak Ridge National Laboratory and SAE China-International Advisory Committee.

Mr. Mascarenas is an independent director, and he will be compensated in accordance with Gentherm’s non-employee director compensation program. Mr. Mascarenas has no family relationships with any director or executive officer of Gentherm, and there are no transactions in which Mr. Mascarenas has a material interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The foregoing description of the Charter Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.