Slides
Page 1
2025 Fourth Quarter and Full Year Results February 19, 2026 Proprietary © Gentherm
Page 2
NO OFFER OR SOLICITATION This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law. Additional Information and Where to Find It In connection with the proposed transaction (the “Proposed Transaction”) among Gentherm, Modine Manufacturing Company (“Modine”) and Modine’s Performance Technologies business (“SpinCo”), the parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, Modine or SpinCo through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.” Participants in the Solicitation Gentherm and Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm’s shareholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above. Cautionary Statement Regarding Forward-Looking Statements Except for historical information contained herein, statements in this presentation are forward-looking statements that are made by Gentherm Incorporated (the “Company”) pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that address future operating, financial or business performance or strategies or expectations are forward-looking statements. The forward-looking statements included in this presentation 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 analysis 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. Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its strategies or expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The forward-looking statements are subject to a number of significant assumptions, risks, uncertainties (some of which are out of our control) and other factors that may cause actual results or performance to differ materially fr om that expressed or implied by such statements. For a discussion of these risks and uncertainties and other factors, please see the Company’s earnings release (dated February 19, 2026), most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission, including “Risk Factors.” In addition, the business outlook discussed in this presentation does not include the potential impact of any business combinations, acquisitions, divestitures, strategic investments and other significant 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. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. Disclaimer Proprietary © Gentherm 2
Page 3
Proprietary © Gentherm 3 Transforming Gentherm with Urgency → Securing profitable revenue growth in attractive target end markets → Cultivating a continuous improvement culture that drives operational excellence and expands margins → Increasing focus on cash generation and asset utilization → Executing on M&A funnel investing for growth Executing on strategic framework to build a more resilient Gentherm
Page 4
63% 37% 97% 3% Reigniting Gentherm’s Growth Trajectory Proprietary © Gentherm 4 Taking bold, decisive actions to position Gentherm for sustainable, profitable growth Non-Light Vehicle Light Vehicle Transformational combination creates a $2.6B thermal and flow management leader positioned for growth ✓ Selected as supplier by multiple leading furniture brands in 2025 ✓ Rapid time to revenue with production starting in Q1 2026 ✓ Quickly established strategic partnerships to meet growing wellness trends ✓ Launching integrated patient warming and securement system ✓ First new product on roadmap leveraging automotive IP ✓ Initial revenue expected in 2026 with meaningful revenue contribution in coming years ✓ Dramatically shifts exposure towards attractive end markets ✓ Clear value creation with identified cost synergies and compelling commercial opportunities ✓ Maintain strong financial position with net leverage of <1.0x Home & Office Medical Organic growth initiatives gaining traction Performance Technologies+ Submitted FDA 510(k) in January 2026 Note: Financial figures represent LTM (Sep.) 2025 metrics. Modine Performance Technologies figures include pro forma adjustments. Refer to reconciliations in Appendix. Revenue Mix by End Market
Page 5
✓ Revenue growth accelerating into 2027 + Strong automotive launch activity + Adjacent market pursuits gaining traction + New medical product entering market ✓ Margin expansion foundation in place + Footprint transitions on track for completion by 2027 + Improved margins on pneumatics new program launches + Leveraging scale as growth accelerates + Improved mix as adjacent and medical businesses grow 5 Confident in Path to Improved Financial Performance $1,469 $1,456 $1,499 $1,550 ~$1,700 12.3% 12.6% 11.7% 2023 2024 2025 2026 2027 Revenue ($M) Adj. EBITDA Margin 25A-27E CAGR THRM ~6%+ LVP ~0%23A-25A CAGR THRM ~1% LVP ~1% Proprietary © Gentherm Well-positioned to deliver meaningful revenue growth and margin expansion Key Drivers Note: LVP = light vehicle production according to S&P Global report, 2026 represents mid-point of revenue guidance, 2027 represents preliminary revenue outlook
Page 6
Increased financial rigor and focus on cash generation in the year 6Proprietary © Gentherm 2025 Full Year Highlights → Secured strategic wins with Ford F -Series & conquest Mercedes-Benz, while driving increased adoption and penetration of innovative solutions → Record annual revenue driven by Automotive Climate and Comfort Solutions growth over market → Margins impacted by temporary headwinds from footprint actions and dilution/timing of tariffs → Operational excellence initiatives contributed to strong cash generation in the year $2.2B Automotive New Business Awards $485M 11.7% Adjusted EBITDA Margin 10.6% $117MOperating Cash Flow $1.5BProduct Revenues $383M 4Q 2025 $29M
Page 7
Proprietary © Gentherm 7 2026 Guidance & 2027 Preliminary Revenue Outlook ❖ 2026 guidance based on tariffs currently in effect as of today, our current forecast of customer orders and expectations of near-term conditions, light vehicle production in our relevant markets decreasing at a low single digit rate for full year 2026 versus 2025, and a EUR to USD exchange rate of $1.16/Euro. Assumes an effective tax rate of ~30%. Does not reflect any impact from the planned combination with Modine Performance Technologies. ❖ The Company has not reconciled the non-GAAP forward-looking guidance included in this presentation to the most directly comparable GAAP financial measure due to the inherent difficulty of forecasting the timing and amount of certain items, such as taxes and non-recurring items, which cannot be done without unreasonable effort. Product Revenues Adjusted EBITDA Adjusted Free Cash Flow $1.5B – $1.6B $175M – $195M ~12% $80M – $100M • ~3% growth (ex-fx) with industry light vehicle production declining ~(1%) • Mid-single digit growth over market • Margin expansion of ~30 bps year-over-year • Footprint actions ~60 bps drag on margins • Sequentially lower Capex of $45M – $55M • Adjusted Free Cash Flow Conversion rate of ~50% Comments *At the mid-point of guidance ~$1.7B As of Feb 2026 Product Revenues • High single digit growth year-over-year with industry light vehicle production increasing low single digit 20262027
Page 8
8 Gentherm to Combine with Modine Performance Technologies Transaction expected to close by end of 2026 Performance Technologies Generates a compelling financial profile with strong cash flow generation and modest financial leverage, allowing capital allocation flexibility Delivers ~$25 million in identified annual cost synergies and incremental commercial opportunities through cross-selling, product integration, and entrance into new global markets, providing clear path to mid-teens Adjusted EBITDA margins Creates strong commercial opportunities across blue-chip customer bases given complementary overlap between Gentherm's advanced product portfolio and technologies and Modine Performance Technologies’ mission-critical engineered solutions Accelerates Gentherm’s strategic progress by building scale in thermal management solutions and expanding its technologies and capabilities in precision flow management Establishes stronger foundation for continued growth with approximately one-third of pro forma revenue from attractive power generation, commercial vehicle, and heavy-duty equipment end markets Benefits from shared focus on operational excellence, leveraging Gentherm’s culture of operational excellence with Modine Performance Technologies’ well-established operating system $2.6B Revenue $322M Adj. EBITDA (Post-synergy) ~1.0x Net Leverage 60% Gentherm Shareholders 40% Modine Shareholders 13% Adj. EBITDA Margin (Post-synergy) 1. Intended to be tax-free for Modine and Modine shareholders for U.S. federal income tax purposes. Expected ownership of 60% / 40% is subject to adjustment. Note: Financial figures represent LTM (Sep.) 2025 metrics. Modine Performance Technologies figures include pro forma adjustments. Refer to reconciliations in Appendix. Reverse Morris Trust (RMT) Transaction1 Proprietary © Gentherm
Page 9
Significant Value Creation Opportunities Incremental Commercial Opportunities → $100M+ Pipeline Identified Identified and Modeled Synergies 9 Unlocking new opportunities for Gentherm’s product portfolio Human-Centric Solutions Commercial Vehicle (CV) & Heavy-Duty End Markets Product Cross-Selling Integrating Gentherm’s leading valve technologies Extensive Valve Technology Product Integration Performance Technologies Heat Exchangers Performance Technologies Proprietary © Gentherm New Global Markets Accelerating Gentherm’s global expansion by leveraging Modine’s footprint ~$25M Annual Cost Synergies Driven by cost optimization & operational efficiencies Purchasing Logistics Overhead
Page 10
$2.6B $3.4B $100M+ $3.5B+ 2025 Proforma Organic / Market Opportunity 2030 Base Case Commercial Synergies 2030 Opportunity Note: Financial figures represent LTM (Sep.) 2025 metrics. Modine Performance Technologies figures include pro forma adjustments. Refer to reconciliations in Appendix. 10 Unlocking Growth and Margin Expansion Proprietary © Gentherm Performance Technologies + Cross-selling + Product integration + New global markets Revenue (Adj EBITDA %) $322M $525M+ + Power Gen acceleration + Converting automotive awards + CV & Heavy-Duty recovery + Climate & Comfort adjacencies + Medical new product launches Favorable Product Mix Efficient Cost Structure Footprint / Operational Efficiencies Expected to grow high-single digit organically through 2030 with earnings potential exceeding $0.5B Adj EBITDA $ Volume 13% Adj EBITDA 15% Adj EBITDA Mid to High Teens Adj EBITDA
Page 11
Accelerating value-creation actions to deliver enhanced shareholder returns 11 Continuous improvement mindset to drive margin expansion and solid cash flow conversion Strong financial position with ability to efficiently deploy capital and drive shareholder value Innovative leader uniquely positioned for profitable growth driven by scalable technology platforms and broad market applications Why Gentherm? Proprietary © Gentherm
Page 12
Appendix Proprietary © Gentherm
Page 13
Use of Non-GAAP Financial Measures In addition to the results reported herein in accordance with GAAP, the Company has provided here or may discuss on the related conference call adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); Adjusted EBITDA margin; adjusted earnings per share (“Adjusted earnings per share” or “Adjusted EPS”); Quarter-to-date Operating Cash Flow; Free Cash Flow; Adjusted Free Cash Flow; Adjusted Free Cash Flow Conversion rate; net capital expenditures (“net CAPEX”); Net Debt; liquidity; Net Leverage Ratio (“Net Leverage”); revenue, segment revenue and product revenue excluding foreign currency translation and other specified gains and losses; adjusted operating expenses; Pro Forma Revenue; Pro Forma Adjusted EBITDA; and Pro Forma Adjusted EBITDA Margin, each a non-GAAP financial measure. See the Company’s earnings release dated February 19, 2026, for the definitions of each non-GAAP financial measure, information regarding why the Company utilizes such non-GAAP measures as supplemental measures of performance or liquidity, and their limitations, and for certain reconciliations of GAAP to non-GAAP historical financial measures. Proprietary © Gentherm 13
Page 14
$1,456 $1,499 2024 2025 $182.9 $174.8 2024 2025 Revenue Adjusted EBITDA Operating Cash Flow $1.5B +1.8% ex -FX $175M 11.7% margin $117M +7% vs. PY • Automotive Climate and Comfort Solutions up 5.8% ex -FX vs. PY • Planned exits in Other Automotive drove (~$28M) of expected declines • Temporary headwinds from footprint actions and dilution/timing of tariffs • Higher material costs, including mix, partially offset by operating leverage • Net leverage reduced to ~0.2x • Net capex spend down ~$13M vs PY with continued focus on driving higher utilization Proprietary © Gentherm 14 2025 Full Year Financial Review 12.6% 11.7% Figures are presented in $ millions and % of revenue, except where noted $110 $117 2024 2025
Page 15
(Dollars in thousands, except per share data) 2025 2024 2025 2024 Product Revenues $ 382,788 $ 352,914 $ 1,498,602 $ 1,456,124 Automotive 368,889 338,834 1,448,826 1,406,278 Medical 13,899 14,080 49,776 49,846 Gross Margin 90,801 86,104 362,176 366,431 Gross Margin % 23.7% 24.4% 24.2% 25.2% Operating Expenses 73,029 62,463 279,476 259,416 Operating Income 17,772 23,641 82,700 107,015 Adjusted EBITDA 40,574 41,374 174,819 182,892 Adjusted EBITDA Margin 10.6% 11.7% 11.7% 12.6% Diluted EPS - As Adjusted $ 0.49 $ 0.29 $ 2.27 $ 2.33 Twelve Months Ended December 31 Proprietary © Gentherm 15 Select Income Statement Data Three Months Ended December 31
Page 16
Proprietary © Gentherm 16 Select Balance Sheet Data December 31, 2025 December 31, 2024 Cash and Cash Equivalents $ 160,833 $ 134,134 Total Assets 1,396,429 1,247,556 Debt 189,073 220,201 Current 73 137 Non-Current 189,000 220,064 Revolving LOC Availability 307,935 280,000 Total Liquidity 468,768 414,134 (Dollars in thousands)
Page 17
(Dollars in thousands) 2025 2024 2025 2024 Net Income $ 2,987 $ 15,321 $ 18,285 $ 64,947 Add Back: Depreciation and Amortization 13,783 12,587 52,903 51,329 Income Tax Expense 7,346 20,787 17,550 37,318 Interest Expense, net 2,900 3,344 13,811 15,300 Adjustments: Non-Cash Stock-Based Compensation 1,731 98 12,300 10,432 Restructuring Expenses, net 1,868 768 12,476 13,110 Unrealized Currency (Gain) Loss (95) (16,970) 30,254 (10,719) Merger and acquisition Expenses 5,706 – 6,563 – Leadership Transition Expenses 834 3,802 3,769 3,802 Loss on Sale of Land and Building, net – – 2,196 – Impairment of Intangible Assets and Property and Equipment – 1,971 – 2,501 Non-Automotive Electronics Inventory Benefit – (103) – (4,554) Other loss (gain) 3,514 (231) 4,712 (574) Adjusted EBITDA 40,574 41,374 174,819 182,892 Product Revenues 382,788 352,914 1,498,602 1,456,124 Net Income Margin 0.8% 4.3% 1.2% 4.5% Adjusted EBITDA Margin 10.6% 11.7% 11.7% 12.6% Twelve Months Ended December 31 Proprietary © Gentherm 17 Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin Three Months Ended December 31
Page 18
Proprietary © Gentherm 18 2025 2024 2025 2024 Diluted EPS - As Reported $ 0.10 $ 0.49 $ 0.59 $ 2.06 Non-Cash Purchase Accounting Impacts 0.05 0.05 0.21 0.20 Restructuring Expenses, net 0.06 0.02 0.40 0.42 Unrealized Currency (Gain) Loss – (0.55) 0.98 (0.34) Merger and acquisition Expenses 0.18 – 0.21 – Leadership Transition Expenses 0.03 0.12 0.12 0.12 Loss on Sale of Land and Building, net – – 0.07 – Impairment of Intangible Assets and Property and Equipment – 0.06 – 0.08 Non-Automotive Electronics Inventory Benefit – – – (0.14) Other loss (gain) 0.11 (0.01) 0.15 (0.02) Tax Effect of Above (0.04) 0.10 (0.48) (0.05) Rounding – 0.01 0.02 – Diluted EPS - As Adjusted 0.49 0.29 2.27 2.33 Twelve Months Ended December 31 Reconciliation of Adjusted EPS Three Months Ended December 31
Page 19
19 Reconciliation of Financial Figures Proprietary © Gentherm Gentherm LTM September 30, (Dollars in millions) 2025 Revenue $1,469 Adjusted EBITDA $176 Note: Pro forma represents normalization adjustments to reflect latest business structure and go-forward operational alignment. Stock-based compensation included within Modine Performance Technologies financials. Modine Performance Technologies LTM September 30, (Dollars in millions) 2025 Reported Revenue $1,129 Less: Pro Forma Adjustments (21) Pro Forma Adjusted Revenue $1,108 Adjusted EBITDA as per Modine Reporting $152 Less: Pro Forma Adjustments (11) Less: Estimated Incremental Corporate Costs & Other Adjustments (19) Pro Forma Adjusted EBITDA (pre-synergies) $123 Plus: Estimated Synergies 24 Pro Forma Adjusted EBITDA (post-synergies) $147