v3.26.3
Equity
9 Months Ended
Sep. 30, 2026
Stockholders' Equity Note [Abstract]  
Equity

Note 12 – Equity

In June 2024, the Board of Directors (the “Board”) authorized a stock repurchase program (the “2024 Stock Repurchase Program”) to commence upon expiration of the Company’s prior stock repurchase program on June 30, 2024. Under the 2024 Stock Repurchase Program, the Company was authorized to repurchase up to $150,000 of its issued and outstanding Common Stock over a three-year period, expiring June 30, 2027.

In July 2026, the Board terminated the 2024 Stock Repurchase Program and authorized a new stock repurchase program (the “2026 Stock Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $400,000 of its issued and outstanding Common Stock over a three-year period, expiring July 27, 2029. At the time of termination, the 2024 Stock Repurchase Program had $110,103 of share repurchase authorization remaining.

Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other contractual restrictions and other considerations, including certain conditions intended to preserve the intended tax treatment of the Modine Transaction.

During the three and nine months ended September 30, 2026, the Company did not repurchase any shares. During the three and nine months ended September 30, 2025, the Company repurchased $0 and $10,015, respectively, under the 2024 Stock Repurchase Program with an average price paid per share of $26.24. Stock repurchases are subject to excise tax, subject to specified exclusions and adjustments. Excise tax of $0 and $100, respectively, was charged to Common stock for the three and nine months ended September 30, 2025.

On September 29, 2026, in connection with the Modine Transaction and as approved by Gentherm’s shareholders at a special meeting held on September 10, 2026, the Company amended its Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of Gentherm Common Stock from 55,000,000 shares of Common Stock to 110,000,000 shares of Common Stock. On October 1, 2026, as part of the Modine Transaction, the Company issued 23,735,961 shares of Common Stock to the Record Date Modine Shareholders.

Subsequent to September 30, 2026, the Company repurchased $60,000 under the 2026 Stock Repurchase Program with an average price paid per share of $30.82. The 2026 Stock Repurchase Program has $340,000 of repurchase authorization remaining as of the date of this report.