Gentherm Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Gentherm Incorporated

(Name of registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 1, 2026

Dear Gentherm Shareholders:

On behalf of the Board of Directors, I invite you to attend the 2026 annual meeting of shareholders on Thursday, May 14, 2026, at 8:30 a.m., Eastern Daylight Time. The annual meeting will be held in a virtual-only format to provide broad access for shareholders and employees. We encourage you to submit your proxy vote in advance of the meeting by following the instructions on the accompanying proxy card.

In 2025, the Board delivered on its commitment to a seamless leadership transition with its planned succession welcoming Bill Presley as the new President, CEO and Board Director, and Jon Douyard as the new Executive Vice President, Chief Financial Officer and Treasurer. Bill and Jon hit the ground running within the organization and beyond through a concerted effort with external stakeholders.

One of the Board’s most important responsibilities is to oversee the development and execution of the Company’s long-term strategy, and during 2025, we were highly engaged in the refinement of the corporate strategy. Throughout the year, the Board played a role in reviewing strategic plans, assessing capital allocation priorities, and evaluating major business development opportunities, including mergers and acquisitions. We unanimously support the Company’s long-term strategy and acquisition of Modine Performance Technologies. We believe this will position the Company as a truly differentiated supplier with a stronger product portfolio, broader end-market diversification, and an enhanced platform for profitable growth. The transaction is expected to close by the end of 2026. We will continue to work closely with management to drive the Company’s success on its transformational growth journey.

On behalf of the Board and Gentherm’s global team, thank you for your continued investment and support of Gentherm. We respectfully request you to vote in accordance with our recommendations at the 2026 annual meeting.

Sincerely,

Ron Hundzinski

Chair, Gentherm Board of Directors

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

We will also transact any other business that may properly come before the meeting or any postponement or adjournment of the meeting. We are not aware of any such business. Only holders of our common stock at the close of business on March 17, 2026, the record date, are entitled to receive this notice and to attend and vote at the annual meeting.

We have designed the format of the annual meeting to provide our shareholders with similar rights and opportunities to participate to what they would have at an in-person meeting. If you encounter any difficulties accessing the virtual meeting website, please call the technical support number that will be posted on the meeting log-in page.

By Order of the Board of Directors

Wayne Kauffman

Senior Vice President, General Counsel and Secretary

Novi, Michigan

April 1, 2026

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote promptly. If you virtually attend the annual meeting, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote online during the meeting.

Important Notice: Regarding the availability of proxy materials for the shareholder meeting to be held May 14, 2026. The Notice of 2026 Annual Meeting of Shareholders, the accompanying Proxy Statement, and the 2025 annual report to shareholders are available at www.proxyvote.com.

Non-GAAP Financial Measures. This proxy statement includes non-GAAP financial measures that excludes the impact of certain amounts. For their definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measure, see our earnings release issued on February 19, 2026 that was furnished to the SEC on a Form 8-K as of such date.

INDEX OF FREQUENTLY REQUESTED INFORMATION

2026 PROXY STATEMENT

PROXY STATEMENT │ ANNUAL MEETING OF SHAREHOLDERS │MAY 14, 2026

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

This proxy summary does not contain all of the information that you should consider. You should read the entire proxy statement before voting. For more complete information regarding the 2025 performance of Gentherm Incorporated (“Gentherm”, “we”, “us”, “our” or the “Company”), review our 2025 annual report to shareholders.

ATTEND AND VOTE AT ANNUAL MEETING

PLEASE VOTE TODAY

Your vote is important. Whether or not you plan to attend the 2026 annual meeting of shareholders (the “annual meeting”) via live webcast, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials and follow the instructions below to cast your vote on all of the proposals.

VOTING METHODS IN ADVANCE OF ANNUAL MEETING

Make sure to have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card and follow the instructions. If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card.