[8-K/A] THERMON GROUP HOLDINGS, INC. Amends Material Event Report

Rhea-AI Filing Summary

Schedule 13G filing dated 15 July 2025 discloses that several entities affiliated with Founders Fund and individual filer Peter Thiel have accumulated a meaningful passive position in BitMine Immersion Technologies, Inc. (BMNR).

The filing covers six Reporting Persons: FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; The Founders Fund Growth Management, LLC; and Peter Thiel. All entities are organized in Delaware, while Thiel is a U.S. citizen.

Collectively, the Reporting Persons hold 5,094,000 shares of BMNR common stock, representing 9.1 % of the 56,253,249 shares outstanding as of 14 July 2025. Within this total, FF Consumer Growth II, LP owns 3,926,759 shares (7.0 %), and FF Consumer Growth, LLC owns 1,167,241 shares (2.1 %). Voting and dispositive powers are shared—none of the filers reports sole authority over any shares.

The certification section states that the securities were “not acquired and are not held with the purpose or effect of changing or influencing the control of the issuer,” indicating a passive investment stance. A joint-filing agreement (Exhibit 99.1) accompanies the submission, and the filers expressly disclaim formation of a control group.

• Date triggering filing: 08 July 2025
• CUSIP: 09175A206; class: Common Stock, par $0.0001
• Principal business address of filers: One Letterman Dr., Building D, 5th Floor, San Francisco, CA 94129
• Issuer headquarters: 10845 Griffith Peak Dr. #2, Las Vegas, NV 89135

The disclosure signals a sizable passive stake by high-profile investors, a data point that can influence market perception and liquidity for BMNR shares.

Positive

• 9.1 % beneficial ownership by Peter Thiel and Founders Fund affiliates provides a significant, publicly disclosed investment in BMNR.
• Shared voting and dispositive powers across entities demonstrate coordinated, transparent reporting, enhancing clarity for other shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Founders Fund affiliates and Peter Thiel reveal 9.1 % passive stake in BMNR; no change-of-control intent.

The Schedule 13G confirms that entities tied to Founders Fund—via two limited partnerships and two LLCs—plus Peter Thiel collectively control just over nine percent of BitMine Immersion Technologies’ outstanding common shares. All voting and dispositive rights are shared, with no single entity claiming sole authority, and the certification language indicates a passive investment strategy. While the filing does not discuss purchase price or timing, the magnitude of the position (over the 5 % reporting threshold) can improve liquidity and enhance investor confidence because respected fund managers are involved. The absence of activist language reduces near-term governance risk. Overall, the disclosure is impactful because it identifies a new, sizable shareholder, yet neutral on operational outlook.

Corporate Governance Specialist

TL;DR: Large but passive ownership—9.1 %—adds influential holder without immediate governance pressure.

From a governance standpoint, the 13G filing brings a credible, sophisticated shareholder onto BitMine’s register. The explicit disclaimer of control intent and the passive 13G (rather than 13D) classification suggest no imminent board or strategic challenges. Nevertheless, the combined stake gives the Reporting Persons voting influence in shareholder matters such as director elections or equity issuances. Multiple affiliated entities funnel authority to a single individual—Peter Thiel—streamlining potential future action if their stance changes. Investors should monitor any subsequent switch to a 13D or further accumulation above 10 %, which would trigger Section 16 insider status. At present, the impact is positive but moderate, chiefly improving market perception rather than altering governance dynamics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2025

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-35159						27-2228185
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification Number)

7171 Southwest Parkway
Building 300,			Suite 200
Austin			TX						78735
(Address of principal executive offices)									(Zip code)

Registrant’s telephone number, including area code: (512) 690-0600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

THR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Thermon Group Holdings, Inc. (“Thermon,” the "Company,""we,""us" or "our") is filing this Current Report on Form 8-K/A (this "Amended Report") to amend Item 5.02 of its Current Report on Form 8-K filed on July 1, 2025 (the "Original Report"). This Amended Report relates to the correction of an error in Mr. Cerovski's base salary set forth in the Original Report, which should be "$425,000." Except as described above, this Amended Report does not otherwise amend, modify, or update the disclosures contained in the Original Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, Thermon Group Holdings, Inc. (the “Company”) announced that its Board of Directors has appointed Thomas Cerovski as the Company’s Senior Vice President and Chief Operating Officer, effective immediately. In connection with this appointment, Mr. Cerovski will receive an annual base salary of $425,000 and is eligible to participate in the Company’s Amended & Restated Short-Term Incentive Plan with a target bonus of 75% of his annual base salary, prorated for time served in this role.

The information required by Item 5.02(c)(2) of Form 8-K for Mr. Cerovski has been previously disclosed in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 22, 2025, and in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 18, 2025, and is incorporated herein by reference.

There are no family relationships between Mr. Cerovski and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 1, 2025, the Company issued a press release announcing the recent senior leadership change. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in the preceding paragraph, as well as Exhibit 99.1 hereto, is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.

Item 9.01			Financial Statements and Exhibits.
(d)			Exhibits.

Exhibit No.									Description of Exhibit
99.1									Press Release, dated July 1, 2025.
104									Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

July 15, 2025			THERMON GROUP HOLDINGS, INC.
			By:			/s/			Ryan Tarkington
									Ryan Tarkington
									Senior Vice President, General Counsel & Corporate Secretary

FAQ

What percentage of BitMine Immersion Technologies (BMNR) does Peter Thiel now own?

The filing shows Peter Thiel beneficially owns 5,094,000 shares, representing 9.1 % of BMNR’s outstanding common stock.

Which Founders Fund entities are listed in the Schedule 13G for BMNR?

The entities are FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; and The Founders Fund Growth Management, LLC.

Is the newly disclosed stake considered passive or activist?

The certification states the shares were not acquired to change or influence control; the filing is on Schedule 13G, indicating a passive investment.

How many BMNR shares are outstanding according to the filing?

The filing references 56,253,249 shares outstanding as of 14 July 2025.

What is the CUSIP number for BitMine Immersion Technologies common stock?

The CUSIP number disclosed is 09175A206.