Thermon (NYSE: THR) director cashes out 34,584 shares in CECO merger

Rhea-AI Filing Summary

Thermon Group Holdings, Inc. director Linda Dalgetty disposed of 34,584 shares of common stock in connection with a merger into CECO Environmental Corp. The issuer became a wholly owned subsidiary of CECO, and each Thermon share was converted into merger consideration under a pre-agreed formula.

Holders could elect either mixed consideration of 0.6840 CECO shares plus $10.00 in cash per Thermon share, all-cash consideration of $63.89 per share, or stock consideration of 0.8110 CECO shares per Thermon share. Dalgetty elected the all-cash option, and her reported Thermon holdings are now shown as zero.

Insights

Equity compensation and M&A specialist

Director’s stake is cashed out in an all-cash merger election.

The filing shows director Linda Dalgetty disposing of 34,584 Thermon common shares in a merger with CECO Environmental Corp. This is a Disposition to issuer, meaning her equity was converted under the merger terms rather than sold in the open market.

The merger consideration structure offered three choices: mixed stock-and-cash, all cash at $63.89 per share, or all stock. Dalgetty chose the all‑cash route, and her Thermon position is now recorded as zero shares. This looks like standard treatment of director equity in a change-of-control transaction, not a discretionary trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dalgetty Linda

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	34,584	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Pursuant to the terms of the Agreement and Plan of Merger dated February 23, 2026 (the "Merger Agreement") by and among the Issuer, CECO Environmental Corp ("CECO"), and two wholly-owned merger subsidiaries of CECO (the "Merger Subs"), the Issuer merged with the two Merger Subs to become a wholly-owned subsidiary of CECO (the "Merger"). Pursuant to the terms of the Merger Agreement, each share of Issuer common stock (other than excluded and dissenting shares) was converted into the right to receive, at the election of the holder, one of the following forms of merger consideration, subject to proration as described in the Merger Agreement: (i) 0.6840 shares of CECO common stock and $10.00 in cash, without interest (the "mixed consideration"), which is the default election; (ii) $63.89 in cash, without interest (the "cash consideration"); or (iii) 0.8110 shares of CECO common stock (the "stock consideration"). The reporting person elected the cash consideration for their shares of Issuer common stock.

Key Figures

Shares disposed: 34,584 shares Cash consideration per share: $63.89 per share Mixed consideration stock component: 0.6840 CECO shares per share +3 more

6 metrics

Shares disposed 34,584 shares Common stock disposition to issuer in merger

Cash consideration per share $63.89 per share All-cash merger consideration option elected

Mixed consideration stock component 0.6840 CECO shares per share Alternative mixed stock-and-cash merger option

Mixed consideration cash component $10.00 per share Cash portion of mixed merger consideration

Stock consideration 0.8110 CECO shares per share All-stock merger consideration alternative

Post-transaction Thermon holdings 0 shares Total Thermon common stock after merger conversion

Key Terms

Agreement and Plan of Merger, Merger consideration, cash consideration, stock consideration, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the terms of the Agreement and Plan of Merger dated February 23, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger consideration financial

"one of the following forms of merger consideration, subject to proration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

cash consideration financial

"the "cash consideration"; or (iii) 0.8110 shares of CECO common stock"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

stock consideration financial

"or (iii) 0.8110 shares of CECO common stock (the "stock consideration")"

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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

X

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^*

Dalgetty Linda

(Last) (First) (Middle)

7171 SOUTHWEST PARKWAY

BUILDING 300, SUITE 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		D		34,584(1)(2)	D	(1)(2)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated February 23, 2026 (the "Merger Agreement") by and among the Issuer, CECO Environmental Corp ("CECO"), and two wholly-owned merger subsidiaries of CECO (the "Merger Subs"), the Issuer merged with the two Merger Subs to become a wholly-owned subsidiary of CECO (the "Merger").

2. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock (other than excluded and dissenting shares) was converted into the right to receive, at the election of the holder, one of the following forms of merger consideration, subject to proration as described in the Merger Agreement: (i) 0.6840 shares of CECO common stock and $10.00 in cash, without interest (the "mixed consideration"), which is the default election; (ii) $63.89 in cash, without interest (the "cash consideration"); or (iii) 0.8110 shares of CECO common stock (the "stock consideration"). The reporting person elected the cash consideration for their shares of Issuer common stock.

	/s/ Ryan Tarkington, Attorney-in-Fact	06/03/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transaction did Thermon Group (THR) report for Linda Dalgetty?

Thermon Group reported that director Linda Dalgetty disposed of 34,584 shares of common stock. The disposition occurred because Thermon merged into CECO Environmental Corp, and her Thermon shares were converted into merger consideration rather than sold on the open market.

Why were Linda Dalgetty’s Thermon (THR) shares disposed of in this Form 4?

Dalgetty’s shares were disposed of due to a merger where Thermon became a wholly owned subsidiary of CECO Environmental Corp. Under the merger agreement, each Thermon share automatically converted into specified cash and/or CECO stock consideration, eliminating her Thermon share holdings.

What merger consideration options were available to Thermon (THR) shareholders?

Thermon shareholders could elect: mixed consideration of 0.6840 CECO shares plus $10.00 cash per share, all‑cash consideration of $63.89 per share, or stock consideration of 0.8110 CECO shares per Thermon share, all as defined in the merger agreement.

Which merger consideration did Linda Dalgetty choose for her Thermon (THR) shares?

Linda Dalgetty elected the all‑cash consideration for her Thermon shares. Under the merger agreement, this option pays $63.89 in cash per share, without interest, instead of receiving any CECO common stock as part of the transaction.

How many Thermon (THR) shares does Linda Dalgetty hold after the CECO merger?

After the merger, Dalgetty’s reported Thermon holdings are 0 shares. Her 34,584 Thermon common shares were converted into cash consideration under the merger terms, and Thermon became a wholly owned subsidiary of CECO Environmental Corp with no remaining standalone Thermon shares reported for her.

Was Linda Dalgetty’s Thermon (THR) transaction an open‑market sale?

No. The transaction is coded as a Disposition to issuer, meaning the shares were surrendered to Thermon in connection with the merger into CECO. The shares were converted under the merger agreement terms, not sold through open‑market trading.