Equity awards shift for Thermon (THR) VP as CECO merger closes

Q: What insider transactions did Thermon (THR) VP Lucas Gregory report?

He reported a disposition of 19,282 Thermon shares to the issuer and a grant of 6,976 shares . After the award transaction, the filing shows 19,282 shares directly owned , reflecting equity changes tied to Thermon’s merger with CECO Environmental.

Q: How is Thermon (THR) involved with CECO Environmental in this filing?

Thermon merged with two CECO subsidiaries and became a wholly owned CECO subsidiary under an Agreement and Plan of Merger . This transaction converted Thermon common stock and equity awards into specified cash-and-stock consideration and new CECO restricted stock unit awards.

Q: What merger consideration did the Thermon (THR) VP elect for his shares?

He elected the mixed consideration , giving each Thermon share the right to receive 0.6840 CECO shares plus $10.00 in cash . Other holders could instead choose $63.89 in cash per share or 0.8110 CECO shares per share.

Q: What happened to the Thermon (THR) performance unit awards in this transaction?

His Thermon performance unit (PU) awards vested immediately before the merger effective time under merger agreement formulas. Awards covering 6,976 Thermon shares were then assumed by CECO and converted into CECO restricted stock units using a 0.8110 exchange ratio .

Q: How were Thermon (THR) restricted stock units treated in the CECO merger?

Thermon RSU awards over 7,520 shares were automatically assumed by CECO . Each became a CECO RSU for shares equal to the Thermon RSUs multiplied by 0.8110 , rounded down, keeping substantially the same vesting and forfeiture terms as before.

Q: Did performance conditions remain on the Thermon (THR) performance units after conversion?

No. After the merger, each Thermon performance unit award became a CECO RSU award based on the 0.8110 ratio. These converted CECO RSUs retain time-based vesting and related terms but are no longer subject to performance-based vesting conditions .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Thermon Group Holdings VP and CAO Lucas Thomas Gregory reported equity changes tied to the company’s merger with CECO Environmental. On the merger effective date, he disposed of 19,282 shares of Thermon common stock back to the issuer and received 6,976 shares through a grant or award, leaving him with 19,282 shares reported as directly owned after the award transaction.

Under the merger agreement, each Thermon share was converted into merger consideration elected by the holder. Gregory chose the mixed consideration of 0.6840 CECO shares plus $10.00 in cash per Thermon share. His existing restricted stock units over 7,520 Thermon shares and performance unit awards over 6,976 shares were assumed by CECO and converted into CECO restricted stock unit awards based on a 0.8110 exchange ratio, generally preserving prior vesting and forfeiture terms while removing performance conditions for the former performance units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lucas Thomas Gregory

Role VP, CAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,976	$0.00	--
Disposition	Common Stock	19,282	$0.00	--

Holdings After Transaction: Common Stock — 19,282 shares (Direct, null)

Footnotes (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 7,520 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 6,976 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.

Key Figures

Shares disposed to issuer: 19,282 shares Shares granted/awarded: 6,976 shares Post-award holdings: 19,282 shares +5 more

8 metrics

Shares disposed to issuer 19,282 shares Common stock disposition to issuer on June 1, 2026

Shares granted/awarded 6,976 shares Common stock grant or award on June 1, 2026

Post-award holdings 19,282 shares Shares of Thermon common stock directly owned after award transaction

Mixed consideration terms 0.6840 CECO shares + $10.00 cash per share Default merger consideration elected for each Thermon share

All-cash consideration $63.89 per share Optional cash-only merger consideration for each Thermon share

All-stock consideration 0.8110 CECO shares per share Optional stock-only merger consideration for each Thermon share

RSU underlying shares 7,520 shares Thermon RSU awards converted into CECO RSUs at 0.8110 ratio

PU underlying shares 6,976 shares Thermon PU awards converted into CECO RSUs at 0.8110 ratio

Key Terms

Agreement and Plan of Merger, performance unit awards, restricted stock unit awards, mixed consideration, +2 more

6 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.

performance unit awards financial

"Represents shares underlying Issuer performance unit awards ("PU awards") that vested"

restricted stock unit awards financial

"Includes 7,520 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")"

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

"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.

Merger Subs regulatory

"the Issuer merged with the two Merger Subs to become a wholly-owned subsidiary of CECO"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 11:51 AM

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

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 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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		A		6,976⁽¹⁾⁽²⁾⁽³⁾	A	⁽¹⁾⁽²⁾⁽³⁾	19,282⁽⁵⁾⁽⁶⁾	D
Common Stock	06/01/2026		D		19,282⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D	⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 7,520 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 6,976 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-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)

Source: View Original Filing on SEC EDGAR

FAQ

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

He reported a disposition of 19,282 Thermon shares to the issuer and a grant of 6,976 shares. After the award transaction, the filing shows 19,282 shares directly owned, reflecting equity changes tied to Thermon’s merger with CECO Environmental.

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

Thermon merged with two CECO subsidiaries and became a wholly owned CECO subsidiary under an Agreement and Plan of Merger. This transaction converted Thermon common stock and equity awards into specified cash-and-stock consideration and new CECO restricted stock unit awards.

What merger consideration did the Thermon (THR) VP elect for his shares?

He elected the mixed consideration, giving each Thermon share the right to receive 0.6840 CECO shares plus $10.00 in cash. Other holders could instead choose $63.89 in cash per share or 0.8110 CECO shares per share.

What happened to the Thermon (THR) performance unit awards in this transaction?

His Thermon performance unit (PU) awards vested immediately before the merger effective time under merger agreement formulas. Awards covering 6,976 Thermon shares were then assumed by CECO and converted into CECO restricted stock units using a 0.8110 exchange ratio.

How were Thermon (THR) restricted stock units treated in the CECO merger?

Thermon RSU awards over 7,520 shares were automatically assumed by CECO. Each became a CECO RSU for shares equal to the Thermon RSUs multiplied by 0.8110, rounded down, keeping substantially the same vesting and forfeiture terms as before.

Did performance conditions remain on the Thermon (THR) performance units after conversion?

No. After the merger, each Thermon performance unit award became a CECO RSU award based on the 0.8110 ratio. These converted CECO RSUs retain time-based vesting and related terms but are no longer subject to performance-based vesting conditions.