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

ASSETS

Current assets:

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Other current assets

Total current assets

Property and equipment, net

Goodwill

Other intangible assets, net

Operating lease right-of-use assets

Deferred income tax assets

Other non-current assets

Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Current lease liabilities

Current maturities of long-term debt

Other current liabilities

Total current liabilities

Long-term debt, less current maturities

Non-current lease liabilities

Pension benefit obligation

Other non-current liabilities

Total liabilities

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.

Paid-in capital

Accumulated earnings

Accumulated other comprehensive loss

Noncontrolling interest

Total shareholders’ equity

Total liabilities and shareholders’ equity

Modine
Performance
Technologies

After

Reclassification

(Note 3)

Pre-Merger
Adjustments

(Note 4)

Transaction
Accounting
Adjustments

(Note 6)

Pro Forma

Combined

Product revenues

Cost of sales

Gross Margin

Operating expenses:

Net research and development expenses

Selling, general, and administrative expenses

Restructuring expenses, net

Loss on sale of land and building, net

Total operating expenses

Operating Income

Interest expense, net

Foreign currency loss

Other income

Earnings before income tax

Income tax expense

Net income

Less: Net income attributable to noncontrolling interest

Net income attributable to Gentherm Incorporated

Basic earnings per share

Diluted earnings per share

Weighted average shares outstanding – Basic

Weighted average shares outstanding – Diluted

Modine
Performance
Technologies

After

Reclassification

(Note 3)

Pre-Merger
Adjustments

(Note 4)

Transaction
Accounting
Adjustments

(Note 6)

Pro Forma

Combined

Product revenues

Cost of sales

Gross Margin

Operating expenses:

Net research and development expenses

Selling, general, and administrative expenses

Restructuring expenses, net

Loss on sale of land and building, net

Total operating expenses

Operating Income

Pension Termination

Interest expense, net

Foreign currency loss

Other (loss) income

Earnings (loss) before income tax

Income tax expense

Net income (loss)

Less: Net income attributable to noncontrolling interest

Net income (loss) attributable to Gentherm Incorporated

Basic earnings (loss) per share

Diluted earnings (loss) per share

Weighted average shares outstanding – Basic

Weighted average shares outstanding – Diluted

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.

Performance Technologies

Business Presentation

Performance
Technologies
Business

(After
Reclassification)

Assets

Cash and cash equivalents

Trade accounts receivables - net

Due from related party

Related party notes receivable

Inventories

Other current assets

Property, plant and equipment - net

Deferred income taxes

Noncurrent related party notes receivable

Other noncurrent assets

Liabilities

Related party notes payable

Accounts payable

Due to related party

Accrued compensation and employee benefits

Long-term debt - current portion

Other current liabilities

Long-term debt

Pensions

Other noncurrent liabilities

Shareholders’ Equity

Accumulated other comprehensive loss

Noncontrolling interest

Net parent investment

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.

Performance

Technologies Business

Presentation

Performance
Technologies
Business

(After
Reclassification)

Net sales

Cost of sales

Selling, general and administrative expenses

Restructuring expenses

Loss (gain) on sale of assets

Related party interest expense

Interest expense

Other income - net

Provision for income taxes

Net earnings attributable to noncontrolling interest

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.

Performance

Technologies Business

Presentation

Net sales

Cost of sales

Selling, general and administrative expenses

Restructuring expenses

Interest expense

Other income - net

Provision for income taxes

Net earnings attributable to noncontrolling interest

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.

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:

Proceeds from the issuance of the SpinCo Financing

SpinCo Cash Distribution

Debt issuance costs and financing fees related to the SpinCo Financing

Pro forma adjustment to Cash and cash equivalents

Proceeds from the issuance of the SpinCo Financing

Debt issuance costs and financing fees related to the SpinCo Financing

Total pro forma adjustment for debt

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:

Elimination of Cash and cash equivalents

Pro forma adjustment to Cash and cash equivalents

Elimination of related party Accounts receivable

Total pro forma adjustment to Accounts receivable

Elimination of related party Other non-current assets

Total pro forma adjustment to Other non-current assets

Elimination of related party Accounts payable

Total pro forma adjustment to Accounts payable

Elimination of related party Current maturities of long-term debt

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

Elimination of related party Other current liabilities

Total pro forma adjustment to Other current liabilities

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.

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.

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

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

Gentherm’s Common Stock price (c)

Fair value of Gentherm’s Common Stock to be issued

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

Preliminary purchase consideration

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”)

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

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 consideration

Assets acquired:

Cash and cash equivalents

Accounts receivable, net

Inventories

Other current assets

Property, plant and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Deferred income tax assets

Other non-current assets

Total preliminary fair value of assets acquired

Liabilities assumed:

Accounts payable

Current lease liabilities

Current maturities of long-term debt

Other current liabilities

Long-term debt, less current maturities (i)

Non-current lease liabilities

Pension benefit obligation

Other non-current liabilities

Total preliminary fair value of liabilities assumed

Noncontrolling interest of acquired net assets

Preliminary fair value of net assets acquired

Goodwill

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.

Finished goods

Work in process

Raw materials

Less: Historical Finished goods

Less: Historical Work in process

Less: Historical Raw materials

Pro forma adjustment to Inventory, net

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.

Land, Building and Site Improvements

Personal Property

Construction in progress

Finance lease right-of-use asset

Less: Historical Land, Buildings, and Site Improvements

Less: Historical Personal Property

Less: Historical Construction in Progress

Less: Historical Finance lease right-of-use asset

Pro forma adjustment to Property, plant and equipment, net

Represents an adjustment to Goodwill to reflect the resulting Goodwill that would have been recorded if the Merger occurred on June 30, 2026.

Goodwill resulting from the Merger

Less: Historical Goodwill of the Performance Technologies Business

Pro forma adjustment to Goodwill

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:

Trade Names

Developed Technology

Customer Relationships

Less: Historical Intangible assets, net

Pro forma adjustment to Intangible assets, net

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:

Elimination of total historical equity of SpinCo

Issuance of shares of Gentherm Common Stock

Replacement of share-based compensation awards related to pre-combination services

Payment of transaction fees and expenses (1)

Special Cash Dividend to Gentherm Shareholders (2)

Pro forma adjustment to Total shareholders’ equity

Refer to item 6(h) for supporting details.

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.

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.

Depreciation expense – Building and Site Improvements

Depreciation expense - Personal Property

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

Total incremental depreciation expense:

Pro forma adjustment to Cost of sales

Pro forma adjustment to Selling and administrative expenses

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.

Amortization of Trade names and Trademarks

Amortization of Patented and Unpatented Technology

Amortization of Customer Relationships

Pro forma adjustment to purchased intangibles amortization

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.

Amortization of Finance Leases ROU Assets

Interest on Finance lease liabilities

Less: Historical amortization and interest expense related to Finance Leases

Total incremental Finance Lease expense:

Pro forma adjustment to Cost of sales

Pro forma adjustment to incremental Interest expense, net

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

Pro forma share-based compensation expense

Less: Historical share-based compensation expense

Total decrease in share-based compensation expense

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.

Pro forma Net income (loss) attributable to Gentherm Incorporated

Historical Weighted average shares outstanding - Basic

Issuance of shares to SpinCo Common Stock stockholders

Pro forma Weighted average shares outstanding - Basic

Pro forma basic EPS