Thermon Group (THR) director exits 35,375 shares as CECO merger converts stock to cash and CECO shares

Rhea-AI Filing Summary

Thermon Group Holdings director Roger L. Fix disposed of 35,375 shares of Thermon common stock in a transaction with the issuer, leaving him with no shares directly held. This disposition occurred in connection with Thermon’s merger with CECO Environmental Corp.

Under the merger agreement, each Thermon share (other than excluded and dissenting shares) was converted into the right to receive one of three forms of consideration: a default mixed package of 0.6840 CECO shares plus $10.00 in cash per share, an all-cash payment of $63.89 per share, or an all-stock payment of 0.8110 CECO shares per share. Fix elected the mixed consideration for his Thermon shares.

Insights

Equity compensation and M&A specialist

Director’s Thermon shares were cashed out into CECO stock and cash via merger.

The transaction shows Roger L. Fix, a director of Thermon Group Holdings, disposing of 35,375 shares of Thermon common stock back to the issuer, ending with zero directly held shares. This aligns with Thermon’s merger into CECO Environmental Corp.

Each Thermon share converted into merger consideration rather than being sold on the open market. Holders could choose mixed, all-cash, or all-stock packages, and Fix chose the mixed option of 0.6840 CECO shares plus $10.00 cash per share. The filing reflects deal mechanics more than a discretionary trade and is best viewed as neutral from a signaling perspective.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FIX ROGER L

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	35,375	$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 mixed consideration for their shares of Issuer common stock.

Key Figures

Shares disposed: 35,375 shares Post-transaction holdings: 0 shares Mixed consideration stock component: 0.6840 CECO shares per Thermon share +3 more

6 metrics

Shares disposed 35,375 shares Common Stock disposed to issuer in merger-related transaction

Post-transaction holdings 0 shares Total Thermon common shares directly held after disposition

Mixed consideration stock component 0.6840 CECO shares per Thermon share Default mixed merger consideration option

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

Cash consideration alternative $63.89 per Thermon share All-cash merger consideration option

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

Key Terms

Agreement and Plan of Merger, Merger Subs, mixed consideration, cash 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 Subs regulatory

"the Issuer, CECO Environmental Corp, and two wholly-owned merger subsidiaries of CECO (the "Merger Subs")"

mixed consideration financial

"0.6840 shares of CECO common stock and $10.00 in cash, without interest (the "mixed consideration")"

Mixed consideration is a deal payment made with a combination of cash and other assets, most commonly shares or securities, rather than all cash. Investors care because receiving or issuing part-stock can change a company’s cash reserves and ownership structure—like paying partly in money and partly in gift cards—affecting shareholder dilution, short-term liquidity and the future value of the deal.

cash consideration financial

"the "cash consideration""

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

"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.

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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^*

FIX ROGER L

(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		35,375(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 mixed 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 did Thermon Group (THR) director Roger L. Fix report in this Form 4?

Roger L. Fix reported a disposition of 35,375 shares of Thermon common stock back to the issuer. This occurred in connection with Thermon’s merger into CECO Environmental Corp, leaving him with no directly held Thermon shares after the transaction.

Was the Thermon Group (THR) Form 4 transaction an open-market sale?

No, the Form 4 describes a disposition to the issuer as part of a merger. Thermon merged into CECO Environmental, and Thermon shares were converted into merger consideration, rather than being sold in open-market trading on a stock exchange.

How many Thermon Group (THR) shares did Roger L. Fix dispose of?

He disposed of 35,375 shares of Thermon common stock in the reported transaction. After this disposition, the Form 4 shows total shares following the transaction as zero, meaning no Thermon common stock was held directly in his name.

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

Each Thermon share could receive one of three options: mixed consideration of 0.6840 CECO shares plus $10.00 cash, all-cash consideration of $63.89 per share, or all-stock consideration of 0.8110 CECO shares, subject to proration described in the merger agreement.

Which merger consideration did Roger L. Fix elect for his Thermon (THR) shares?

He elected the mixed consideration for his Thermon common stock. Under this option, each share converted into 0.6840 shares of CECO common stock plus $10.00 in cash, without interest, as provided in the merger agreement governing the Thermon–CECO transaction.

What corporate event caused the Thermon Group (THR) Form 4 disposition?

The disposition resulted from Thermon Group merging with two wholly owned subsidiaries of CECO Environmental Corp. This merger turned Thermon into a wholly owned CECO subsidiary, and Thermon shares were converted into specified cash and/or CECO stock consideration.