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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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)
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| 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:
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| ☐ | 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:
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| 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. ☐
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| 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 $450,000 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.
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| 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.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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| 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.
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| July 1, 2025 | THERMON GROUP HOLDINGS, INC. |
| | By: | /s/ | Ryan Tarkington |
| | | | Ryan Tarkington |
| | | | Senior Vice President, General Counsel & Corporate Secretary |
