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Thermon (THR) COO adjusts stock and awards in CECO merger conversion

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

Rhea-AI Filing Summary

Thermon Group Holdings SVP and COO Thomas Cerovski reported equity changes tied to the company’s merger with CECO Environmental. On June 1, 2026, 84,079 shares of Thermon common stock were reported as a disposition to the issuer, reflecting cancellation in connection with the merger structure. The same day, Cerovski received a grant of 20,941 shares of Thermon common stock underlying performance unit awards, bringing his position to 84,079 shares prior to the merger’s effective time.

Footnotes explain that Thermon merged into wholly owned subsidiaries of CECO to become a CECO subsidiary. Performance unit awards vested under merger formulas based on target or actual performance. Outstanding Thermon RSU awards covering 16,384 shares and PU awards covering 20,941 shares were automatically converted into CECO RSU awards using a 0.8110 exchange ratio. For Thermon common stock, each share was converted into the right to receive either mixed consideration of 0.6840 CECO shares plus $10.00 in cash, all-cash consideration of $63.89, or 0.8110 CECO shares, and Cerovski elected the mixed consideration.

Positive

  • None.

Negative

  • None.

Insights

Compensation-related equity changes tied to Thermon’s merger with CECO look largely structural and routine.

The filing shows Thomas Cerovski disposing of 84,079 Thermon shares to the issuer and receiving 20,941 shares via a grant, both at $0.00 per share. This pattern aligns with equity being canceled or exchanged as part of a merger, rather than discretionary market trading.

Footnotes detail how performance unit and restricted stock unit awards were adjusted under the Merger Agreement. Thermon awards convert into CECO RSU awards using a 0.8110 share ratio, preserving existing vesting and forfeiture terms while removing performance conditions for PU awards. Economic value depends on CECO’s future stock performance and the chosen merger consideration.

The reporting person elected mixed consideration of 0.6840 CECO shares plus $10.00 cash per Thermon share. Overall, the activity appears as compensation and merger mechanics, with no open-market buying or selling and no explicit signal about the insider’s view on CECO’s valuation.

Insider Cerovski Thomas N
Role SVP, Chief Operating Officer
Type Security Shares Price Value
Grant/Award Common Stock 20,941 $0.00 --
Disposition Common Stock 84,079 $0.00 --
Holdings After Transaction: Common Stock — 84,079 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"). Represents shares underlying Issuer performance unit awards ("PU awards") that vested in accordance with the terms of the Merger Agreement immediately prior to the effective time of the Merger. The number of shares of Issuer common stock deemed subject to each Issuer PU award was determined as follows: (a) for any completed performance period, based on actual achievement of the applicable performance-based vesting conditions; (b) for any performance period in which the effective time of the Merger occurred (i.e., the performance period was not yet completed and performance goals had been established), based on the greater of target performance and actual performance as of the effective time of the Merger (with performance goals and achievement thereof equitably adjusted as necessary to reflect a shortened performance period); and (c) for any performance period for which performance goals had not yet been established, based on target performance. 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. Includes 16,384 shares of Issuer common stock underlying Issuer restricted stock unit awards ("RSU awards") held by the reporting person. Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU award was automatically assumed by CECO and converted into a CECO RSU award with respect to a number of shares of CECO common stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Issuer common stock subject to such Issuer RSU award immediately prior to the effective time of the Merger and (b) 0.8110. Each such converted CECO RSU award is otherwise subject to the same terms and conditions (including vesting or forfeiture) as applied to the corresponding Issuer RSU award immediately prior to the effective time of the Merger, except as otherwise required by applicable law. Includes 20,941 shares of Issuer common stock underlying Issuer PU awards held by the reporting person. Pursuant to the terms of the Merger Agreement, each outstanding Issuer PU award was automatically assumed by CECO and converted into a CECO RSU award with respect to a number of shares of CECO common stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Issuer common stock subject to such Issuer PU award immediately prior to the effective time of the Merger (determined in accordance with the formula set forth in footnote 3) and (b) 0.8110. Each such converted CECO RSU award is subject to the same terms and conditions (including any time-based vesting and forfeiture provisions and, as applicable, dividend equivalent rights) as applied to the corresponding Issuer PU award immediately prior to the effective time of the Merger, except as otherwise required by applicable law, but is no longer subject to performance-based vesting conditions.
Shares disposed to issuer 84,079 shares Disposition to issuer on June 1, 2026
Shares granted via PU awards 20,941 shares Grant or award acquisition on June 1, 2026
Post-grant Thermon shares 84,079 shares Total Thermon common stock following acquisition transaction
RSU awards underlying Thermon stock 16,384 shares Thermon RSU awards converted into CECO RSU awards
PU awards underlying Thermon stock 20,941 shares Thermon PU awards converted into CECO RSU awards
CECO RSU conversion ratio 0.8110 shares CECO RSU shares per Thermon RSU or PU award share
Mixed merger consideration 0.6840 CECO shares + $10.00 Per Thermon share; default election chosen by Cerovski
All-cash consideration $63.89 per share Alternative merger cash consideration per Thermon share
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.
performance unit awards financial
"Represents shares underlying Issuer performance unit awards ("PU awards") that vested..."
restricted stock unit awards financial
"Includes 16,384 shares of Issuer common stock underlying Issuer restricted stock unit awards ("RSU awards")..."
Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.
mixed consideration financial
"0.6840 shares of CECO common stock and $10.00 in cash, without interest (the "mixed consideration"), which is the default election..."
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.
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 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
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*
Cerovski Thomas N
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock06/01/2026A20,941(1)(2)(3)A(1)(2)(3)84,079(5)(6)D
Common Stock06/01/2026D84,079(1)(4)(5)(6)D(1)(4)(5)(6)0D
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. 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. Represents shares underlying Issuer performance unit awards ("PU awards") that vested in accordance with the terms of the Merger Agreement immediately prior to the effective time of the Merger.
3. The number of shares of Issuer common stock deemed subject to each Issuer PU award was determined as follows: (a) for any completed performance period, based on actual achievement of the applicable performance-based vesting conditions; (b) for any performance period in which the effective time of the Merger occurred (i.e., the performance period was not yet completed and performance goals had been established), based on the greater of target performance and actual performance as of the effective time of the Merger (with performance goals and achievement thereof equitably adjusted as necessary to reflect a shortened performance period); and (c) for any performance period for which performance goals had not yet been established, based on target performance.
4. 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.
5. Includes 16,384 shares of Issuer common stock underlying Issuer restricted stock unit awards ("RSU awards") held by the reporting person. Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU award was automatically assumed by CECO and converted into a CECO RSU award with respect to a number of shares of CECO common stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Issuer common stock subject to such Issuer RSU award immediately prior to the effective time of the Merger and (b) 0.8110. Each such converted CECO RSU award is otherwise subject to the same terms and conditions (including vesting or forfeiture) as applied to the corresponding Issuer RSU award immediately prior to the effective time of the Merger, except as otherwise required by applicable law.
6. Includes 20,941 shares of Issuer common stock underlying Issuer PU awards held by the reporting person. Pursuant to the terms of the Merger Agreement, each outstanding Issuer PU award was automatically assumed by CECO and converted into a CECO RSU award with respect to a number of shares of CECO common stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Issuer common stock subject to such Issuer PU award immediately prior to the effective time of the Merger (determined in accordance with the formula set forth in footnote 3) and (b) 0.8110. Each such converted CECO RSU award is subject to the same terms and conditions (including any time-based vesting and forfeiture provisions and, as applicable, dividend equivalent rights) as applied to the corresponding Issuer PU award immediately prior to the effective time of the Merger, except as otherwise required by applicable law, but is no longer subject to performance-based vesting conditions.
/s/ Ryan Tarkington, Attorney-in-Fact06/03/2026
** 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 (THR) COO Thomas Cerovski report?

Thomas Cerovski reported a disposition of 84,079 shares of Thermon common stock to the issuer and a grant of 20,941 shares tied to performance unit awards, both on June 1, 2026, at a stated price of $0.00 per share as part of merger-related adjustments.

How is Thermon (THR) involved with CECO Environmental in this Form 4?

Thermon merged with two wholly owned subsidiaries of CECO Environmental under a Merger Agreement, becoming a CECO subsidiary. Cerovski’s Thermon equity was adjusted or converted under those terms, including cancellation of Thermon shares and conversion of awards into CECO restricted stock unit awards.

What happened to Thermon (THR) performance unit and RSU awards in the CECO merger?

Thermon performance unit and restricted stock unit awards held by Cerovski were assumed by CECO and converted into CECO RSU awards. The conversion used a 0.8110 share ratio, while existing vesting and forfeiture terms generally remained, with performance conditions for performance unit awards no longer applying.

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

Each Thermon common share could receive one of three forms of merger consideration: mixed consideration of 0.6840 CECO shares plus $10.00 cash, all-cash consideration of $63.89, or stock consideration of 0.8110 CECO shares. Cerovski elected the mixed consideration for his Thermon shares.

How were Thermon (THR) performance unit awards determined for the CECO merger?

The Thermon performance unit awards share counts were set by performance: completed periods used actual results, periods ending at the merger used the greater of target or adjusted actual results, and periods without established goals used target performance, all before converting into CECO RSU awards.