Gentherm Inc 10-Q

ITEM 5. OTHER INFORMATION Trading Plans – Directors and Section 16 Officers During the three months ended March 31, 2026 , none of the Company's directors or Section 16 officers adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement . 36 Table of Contents ITEM 6. EXHIBI TS Exhibits to this Report are as follows: Incorporated by Reference Exhibit Number Exhibit Description Filed / Furnished Herewith Form Period Ending Exhibit / Appendix Number Filing Date 2.1* Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc. 8-K 2.1 1/29/26 2.2* Agreement and Plan of Merger, dated as of January 29, 2026, by and among Gentherm Incorporated, Modine Manufacturing Co., Platinum Gold Merger Sub Inc. and Platinum SpinCo Inc. 8-K 2.2 1/29/26 3.1 Second Amended and Restated Articles of Incorporation of Gentherm Incorporated 8-K 3.2 3/5/18 3.2 Amended and Restated Bylaws of Gentherm Incorporated 8-K 3.1 5/26/16 10.1** First Amendment to Second Amended and Restated Credit Agreement dated as of February 24, 2026 by and among Gentherm Incorporated, Gentherm (Texas), Inc., Gentherm Medical, LLC, Gentherm GmbH and Gentherm Präzision SE (f/k/a Alfmeier Präzision SE), as the borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent 8-K 10.1 2/27/26 10.2.1*** Form of RSU Award Agreement (Non-Employee Directors) under the Gentherm Incorporated 2023 Equity Incentive Plan (effective as of 2026 grants) 8-K 10.1 3/17/26 10.2.2*** Form of RSU Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan (effective as of 2026 grants) 8-K 10.2 3/17/26 10.2.3*** Form of PSU Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan (effective as of 2026 grants) 8-K 10.3 3/17/26 31.1 Section 302 Certification – CEO X 31.2 Section 302 Certification – CFO X 32.1**** Section 906 Certification – CEO X 32.2**** Section 906 Certification – CFO X 101.INS Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document X * Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Gentherm agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. ** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Gentherm agrees to furnish any omitted schedules or exhibits upon the request of the Securities and Exchange Commission. A list of the omitted schedules and exhibits to this agreement is set forth in the agreement. *** Indicates management contract or compensatory plan or arrangement. **** Documents are furnished not filed. 37 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 thereunto duly authorized. Gentherm Incorporated /s/ William Presley William Presley President and Chief Executive Officer (Principal Executive Officer) Date: April 23, 2026 /s/ Jonathan Douyard Jonathan Douyard Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: April 23, 2026 38