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Thermon (THR) SVP David Buntin earns performance shares and new RSU grant

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

Rhea-AI Filing Summary

Thermon Group Holdings SVP David Buntin reported equity compensation activity and related tax withholding in common stock. On May 12, 2026, he received performance-based share awards tied to prior grants from June 1, 2023. Based on return on invested capital performance for the period ended March 31, 2026, he earned 5,397 shares, equal to 163.60% of the original 3,299 target shares. A second 2023 performance unit award based on adjusted EBITDA for the same period resulted in 4,050 shares, or 105.22% of 3,849 target shares. Buntin also received a new grant of 6,183 restricted stock units that vest in full on the third anniversary of the grant date, each convertible into one share of common stock. To cover taxes on vesting restricted stock units, he surrendered 3,553 shares at a fair market value of $64.69 per share, a non-market tax-withholding disposition.

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Insider Buntin David
Role SVP, Thermon Heat Tracing
Type Security Shares Price Value
Grant/Award Common Stock 5,397 $0.00 --
Grant/Award Common Stock 4,050 $0.00 --
Grant/Award Common Stock 6,183 $0.00 --
Tax Withholding Common Stock 3,553 $64.69 $230K
Holdings After Transaction: Common Stock — 73,701 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 3,299 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 5,397 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 3,849 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 4,050 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 14,937 restricted stock units held by the reporting person.
ROIC performance award earned 5,397 shares Earned at 163.60% of 3,299 target shares for period ended March 31, 2026
Adjusted EBITDA award earned 4,050 shares Earned at 105.22% of 3,849 target shares for period ended March 31, 2026
New RSU grant 6,183 units Restricted stock units granted May 12, 2026, vesting on third anniversary
Shares surrendered for taxes 3,553 shares Tax-withholding disposition on May 12, 2026 for vested RSUs
Tax withholding share value $64.69 per share Fair market value used for 3,553 surrendered shares on May 12, 2026
Shares shown after one transaction 80,381 shares Common stock reported as held following the 3,553-share tax withholding line
performance unit award financial
"the reporting person was granted a performance unit award vesting on March 31, 2026"
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.
restricted stock units financial
"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.
tax payment upon vesting financial
"These shares were surrendered for tax payment upon vesting of restricted stock units"
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*
Buntin David
(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, Thermon Heat Tracing
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 Stock05/12/2026A5,397(1)A$073,701D
Common Stock05/12/2026A4,050(2)A$077,751D
Common Stock05/12/2026A6,183(3)A$083,934D
Common Stock05/12/2026F3,553(4)D$64.69(5)80,381(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 3,299 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 5,397 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 3,849 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 4,050 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 14,937 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 (THR) SVP David Buntin report?

SVP David Buntin reported performance-based stock awards and a new restricted stock unit grant, plus a share surrender for tax withholding. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity in Thermon common stock.

How many Thermon (THR) shares did David Buntin earn from performance awards?

Buntin earned 5,397 shares from a return on invested capital award and 4,050 shares from an adjusted EBITDA award. Both were granted in 2023 and certified on May 12, 2026 after the performance period ended March 31, 2026.

What new restricted stock units did Thermon (THR) grant to David Buntin?

On May 12, 2026, Buntin received an award of 6,183 restricted stock units. Each unit converts into one share of Thermon common stock and the award vests in full on the third anniversary of the grant date, subject to service.

Why did Thermon (THR) SVP David Buntin dispose of 3,553 shares?

Buntin surrendered 3,553 shares solely to cover tax payments related to vesting restricted stock units. This tax-withholding disposition occurred at a fair market value of $64.69 per share and does not represent an open-market sale decision.

How were David Buntin’s Thermon (THR) performance awards determined?

The awards were based on Thermon’s return on invested capital and adjusted EBITDA over a performance period ending March 31, 2026. The compensation committee certified achievement on May 12, 2026, resulting in earned shares above target for both grants.

Do these Thermon (THR) insider transactions indicate open-market buying or selling?

No, the filing shows equity grants and tax withholding, not open-market trades. Buntin received performance-based shares and restricted stock units, then surrendered a portion of shares to pay taxes upon vesting, a routine compensation-related mechanism.