[Form 4] Thermon Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thermon Group Holdings (THR) reported an insider transaction by its SVP, CFO. On November 1, 2025, 1,382 common shares were withheld (Transaction Code F) to cover taxes upon vesting of restricted stock units at a price of $28.73.

Following the transaction, the executive directly owned 21,728 shares. The filing notes the sales price reflects the fair market value on Friday, October 31, 2025.

Insights

Equity compensation analyst

Administrative RSU tax withholding; neutral impact.

The transaction is a standard equity compensation event. Code F indicates shares were withheld to satisfy tax obligations when RSUs vested, not an open‑market sale. The noted price of $28.73 reflects fair market value on October 31, 2025.

After withholding, the CFO directly held 21,728 shares. Such events typically do not change the investment thesis; actual market impact depends on broader trading and company performance, which are not addressed here.

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
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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^*

Schott Jan L

(Last) (First) (Middle)

7171 SOUTHWEST PKWY, BLD. 300, STE. 200

(Street)

AUSTIN TX 78735

(City) (State) (Zip)

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)
	SVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/01/2025		F		1,382(1)	D	$28.73(2)	21,728	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. These shares were surrendered for tax payment upon vesting of restricted stock units on November 1, 2025.

2. Sales price is the fair market value on Friday, October 31, 2025.

Remarks:

	/s/ Ryan Tarkington, Attorney-in-Fact	11/03/2025
	** 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.

FAQ

What did Thermon (THR) disclose in this Form 4?

An insider transaction where the SVP, CFO had 1,382 shares withheld (Code F) for taxes upon RSU vesting on 11/01/2025.

How many THR shares were involved and at what price?

1,382 shares were withheld at $28.73, the fair market value noted for October 31, 2025.

Was this an open-market sale by the Thermon CFO?

No. The shares were surrendered for tax payment upon vesting of restricted stock units (Transaction Code F).

How many THR shares did the CFO own after the transaction?

The executive directly owned 21,728 shares following the withholding.

What does Transaction Code F signify on Form 4?

It indicates payment of tax liability by withholding or surrendering shares upon vesting of equity awards such as RSUs.

What date does the filing cite for the pricing reference?

It cites the fair market value on Friday, October 31, 2025.