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Thermon Group (THR) VP CAO reports equity grants and tax-withholding share surrender

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Thermon Group Holdings, Inc. executive Lucas Thomas Gregory, the VP and Chief Accounting Officer, reported equity compensation and related tax withholding in company stock. On May 12, 2026, he received multiple awards of common stock tied to prior performance unit grants and new restricted stock units, while surrendering shares to cover taxes on vesting. Grants included 2,157 shares earned at 163.60% of a return-on-invested-capital target and 1,618 shares earned at 105.22% of an adjusted EBITDA target, plus an additional 2,318 restricted stock units. Separately, 2,412 shares were surrendered at a value of $64.69 per share for tax payments. After these transactions, he directly owned 14,718 shares of common stock, including 7,520 restricted stock units that will settle into shares in the future.

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Insider Lucas Thomas Gregory
Role VP, CAO
Type Security Shares Price Value
Grant/Award Common Stock 2,157 $0.00 --
Grant/Award Common Stock 1,618 $0.00 --
Grant/Award Common Stock 2,318 $0.00 --
Tax Withholding Common Stock 2,412 $64.69 $156K
Holdings After Transaction: Common Stock — 10,782 shares (Direct, null)
Footnotes (1)
  1. On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026, subject to the Issuer's compensation committee certifying the Issuer's return on invested capital performance during the applicable performance period as further specified in the equity award agreement. Of the 1,319 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2026, the reporting person actually earned 163.60%, or 2,157 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 12, 2026. On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026, subject to the Issuer's compensation committee certifying the Issuer's adjusted earnings before interest, taxes, depreciation and amortization during the applicable performance period as further specified in the equity award agreement. Of the 1,539 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2026, the reporting person actually earned 105.22%, or 1,618 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 12, 2026. On May 12, 2026, the reporting person was granted an award of restricted stock units. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. The award vests in full on the third anniversary of the grant date. Restricted stock units convert into shares of the Issuer's common stock on a one-for-one basis. These shares were surrendered for tax payment upon vesting of restricted stock units on May 12, 2026. Sales price is the fair market value on Tuesday, May 12, 2026. Includes 7,520 restricted stock units held by the reporting person.
Shares surrendered for taxes 2,412 shares Tax-withholding disposition on May 12, 2026
Tax-withholding price $64.69 per share Fair market value on May 12, 2026
ROIC-based award earned 2,157 shares Earned at 163.60% of target for period ended March 31, 2026
Adjusted EBITDA-based award 1,618 shares Earned at 105.22% of target for period ended March 31, 2026
New RSU award 2,318 restricted stock units Granted May 12, 2026, vesting on third anniversary
Shares held after transactions 14,718 shares Direct holdings following May 12, 2026 transactions
RSUs included in holdings 7,520 restricted stock units Part of post-transaction direct holdings
performance unit award financial
"On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026"
restricted stock units financial
"On May 12, 2026, the reporting person was granted an award of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
return on invested capital financial
"certifying the Issuer's return on invested capital performance during the applicable performance period"
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
adjusted earnings before interest, taxes, depreciation and amortization financial
"certifying the Issuer's adjusted earnings before interest, taxes, depreciation and amortization during the applicable performance period"
Adjusted earnings before interest, taxes, depreciation and amortization is a company’s reported operating profit with routine financing costs, tax charges and accounting for wear-and-tear removed, plus extra adjustments to strip out one-time, unusual or non-cash items. Think of it as the company’s recurring cash-generating performance after removing accounting noise; investors use it to compare profitability, assess ability to pay debt and value a business more evenly across firms and time.
fair market value financial
"Sales price is the fair market value on Tuesday, May 12, 2026"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lucas Thomas Gregory
(Last)(First)(Middle)
7171 SOUTHWEST PKWY
BLD. 300, STE. 200
(Street)
AUSTIN TEXAS 78735
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [ THR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/12/2026A2,157(1)A$010,782D
Common Stock05/12/2026A1,618(2)A$012,400D
Common Stock05/12/2026A2,318(3)A$014,718D
Common Stock05/12/2026F2,412(4)D$64.69(5)12,306(6)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026, subject to the Issuer's compensation committee certifying the Issuer's return on invested capital performance during the applicable performance period as further specified in the equity award agreement. Of the 1,319 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2026, the reporting person actually earned 163.60%, or 2,157 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 12, 2026.
2. On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026, subject to the Issuer's compensation committee certifying the Issuer's adjusted earnings before interest, taxes, depreciation and amortization during the applicable performance period as further specified in the equity award agreement. Of the 1,539 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2026, the reporting person actually earned 105.22%, or 1,618 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 12, 2026.
3. On May 12, 2026, the reporting person was granted an award of restricted stock units. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. The award vests in full on the third anniversary of the grant date. Restricted stock units convert into shares of the Issuer's common stock on a one-for-one basis.
4. These shares were surrendered for tax payment upon vesting of restricted stock units on May 12, 2026.
5. Sales price is the fair market value on Tuesday, May 12, 2026.
6. Includes 7,520 restricted stock units held by the reporting person.
Remarks:
/s/ Ryan Tarkington, Attorney-in-Fact05/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Thermon Group (THR) VP CAO Lucas Gregory report?

He reported equity compensation grants and related tax-withholding. On May 12, 2026, he received performance-based and time-based stock awards and surrendered 2,412 shares to cover taxes due on vesting, rather than executing an open-market sale of shares.

How many Thermon Group (THR) shares did Lucas Gregory surrender for taxes?

He surrendered 2,412 shares of common stock to pay taxes. The shares were valued at a sales price of $64.69 per share, representing a tax-withholding disposition associated with the vesting of previously granted restricted stock units on May 12, 2026.

What performance metrics drove Lucas Gregory’s stock awards at Thermon Group (THR)?

His earned awards were tied to return on invested capital and adjusted EBITDA. He earned 2,157 shares at 163.60% of a ROIC target and 1,618 shares at 105.22% of an adjusted EBITDA target for the performance period ended March 31, 2026.

What new restricted stock units did Lucas Gregory receive from Thermon Group (THR)?

On May 12, 2026, he received an award of 2,318 restricted stock units. Each unit converts into one share of Thermon Group common stock and vests in full on the third anniversary of the grant date, providing time-based equity compensation.

How many Thermon Group (THR) shares does Lucas Gregory hold after these transactions?

Following the reported transactions, he directly held 14,718 shares of common stock. This total includes 7,520 restricted stock units that will convert into an equal number of common shares upon settlement under their vesting terms.

Were Lucas Gregory’s Thermon Group (THR) transactions open-market buys or sells?

They were not open-market trades. The Form 4 shows equity awards granted as compensation and a tax-withholding disposition, where 2,412 shares were surrendered to cover tax obligations upon vesting of restricted stock units.