[8-K] THERMON GROUP HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Thermon Group Holdings, Inc. (NYSE: THR) filed a Form 8-K dated July 1, 2025 to disclose a key executive change under Item 5.02.

The Board has appointed Thomas Cerovski as Senior Vice President and Chief Operating Officer, effective immediately. His compensation package consists of:

• Annual base salary: $450,000
• Short-Term Incentive Plan target bonus: 75 % of base salary, prorated for 2025 service

Thermon states that required biographical information for Mr. Cerovski was previously provided in its May 22, 2025 Form 10-K and June 18, 2025 proxy statement and is incorporated by reference. The company confirms no family relationships or material related-party transactions under Item 404(a).

Under Item 7.01, Thermon furnished a press release (Exhibit 99.1) announcing the leadership change; the release is not deemed “filed” for liability purposes. Exhibit 104 contains the Inline XBRL cover page.

No other material events, financial results, or strategic updates are included in this report.

Positive

• Appointment of a dedicated COO may enhance operational execution and management depth.
• Transparent disclosure of compensation ($450k salary, 75% bonus target) aligns pay with performance incentives.

Negative

• No financial guidance or performance metrics accompanied the leadership announcement, limiting insight into near-term earnings impact.

Insights

Corporate Governance Expert

TL;DR Routine 8-K adds COO, clarifies pay; neutral financial impact, signals operational focus.

Analysis: The filing is limited to a single leadership appointment and related compensation terms. While naming a dedicated COO may help streamline operations, the document offers no strategic guidance, synergy commentary, or financial projections, limiting its immediate market impact. Compensation aligns with typical mid-cap industrial benchmarks, and absence of related-party concerns reduces governance risk. Given the lack of additional performance metrics or forward-looking statements, the disclosure is best viewed as neutral from a valuation standpoint, with modest signaling value regarding succession planning.

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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)

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. ☐

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.

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 1, 2025			THERMON GROUP HOLDINGS, INC.
			By:			/s/			Ryan Tarkington
									Ryan Tarkington
									Senior Vice President, General Counsel & Corporate Secretary

FAQ

Who was appointed COO of Thermon Group Holdings (THR)?

Thomas Cerovski was named Senior Vice President & Chief Operating Officer effective July 1, 2025.

What is the salary of the new Thermon COO?

Mr. Cerovski will receive an annual base salary of $450,000.

What bonus opportunity was granted to Thomas Cerovski?

He is eligible for the Short-Term Incentive Plan with a 75% target bonus of base salary, prorated for 2025.

When did Thermon file the 8-K announcing the leadership change?

The Form 8-K is dated July 1, 2025.

Which exhibit contains the press release about the COO appointment?

The press release is filed as Exhibit 99.1.

Did Thermon disclose any related-party transactions with the new COO?

No, the filing states no direct or indirect material interests under Item 404(a).