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Thermon Group Holdings (THR) CFO records merger equity conversion into CECO stock

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

Rhea-AI Filing Summary

Thermon Group Holdings, Inc. senior vice president and CFO Jan L. Schott reported merger-related changes in their equity as Thermon merged with two wholly owned subsidiaries of CECO Environmental Corp, becoming a wholly owned CECO subsidiary under an Agreement and Plan of Merger.

The filing shows a disposition of 35,742 shares of Thermon common stock back to the issuer in a non-cash transaction and a grant or award of 14,014 shares of common stock, leaving Schott with 35,742 shares directly owned after the award entry. These transactions reflect the treatment of performance-based and time-based equity in connection with the merger.

Footnotes explain that Thermon performance unit awards and restricted stock unit awards vested or were converted immediately prior to the merger’s effective time. Each Thermon share was converted into a mix of CECO stock and/or cash, and Schott elected the all-stock consideration option, with certain Thermon RSU and performance unit awards converted into CECO RSU awards based on a 0.8110 share exchange factor.

Positive

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Insights

Thermon’s CFO reports merger-driven equity conversion into CECO stock and awards.

The transactions center on Thermon becoming a wholly owned subsidiary of CECO Environmental Corp. Equity awards tied to Thermon stock were either vested or converted at the merger’s effective time under a detailed formula in the merger agreement, not through open‑market trading.

Schott disposed of 35,742 shares to the issuer and received a grant or award of 14,014 shares, ending with 35,742 shares directly owned after the award entry. The filing notes substantial Thermon RSU and performance unit awards, converted into CECO RSU awards using a 0.8110 exchange ratio, with existing vesting and forfeiture terms largely preserved.

Each Thermon share was converted into either mixed stock-and-cash, all-cash, or all‑stock consideration, subject to proration, and Schott elected the all‑stock option. Overall, this Form 4 primarily documents mechanical equity roll‑over and vesting terms arising from the merger, rather than discretionary buying or selling activity by the CFO.

Insider Schott Jan L
Role SVP, CFO
Type Security Shares Price Value
Grant/Award Common Stock 14,014 $0.00 --
Disposition Common Stock 35,742 $0.00 --
Holdings After Transaction: Common Stock — 35,742 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 stock consideration for their shares of Issuer common stock Includes 17,431 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 14,014 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 35,742 shares Common Stock, code D disposition to issuer on June 1, 2026
Shares acquired via award 14,014 shares Common Stock, code A grant/award on June 1, 2026
Shares held after award 35,742 shares Total Thermon common shares directly owned after award entry
Mixed merger consideration 0.6840 CECO shares + $10.00 cash Per Thermon share, mixed stock-and-cash option
All-cash merger consideration $63.89 cash Per Thermon share, cash-only option
All-stock merger consideration 0.8110 CECO shares Per Thermon share, stock-only option elected by CFO
RSU underlying shares 17,431 shares Thermon RSU awards converted into CECO RSU awards
PU award underlying shares 14,014 shares Thermon PU awards converted into CECO RSU awards
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 17,431 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.
merger consideration financial
"was converted into the right to receive, at the election of the holder, one of the following forms of merger consideration..."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
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.
wholly-owned subsidiary regulatory
"the Issuer merged with the two Merger Subs to become a wholly-owned subsidiary of CECO..."
A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.
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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*
Schott Jan 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, CFO
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 Stock06/01/2026A14,014(1)(2)(3)A(1)(2)(3)35,742(5)(6)D
Common Stock06/01/2026D35,742(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 stock consideration for their shares of Issuer common stock
5. Includes 17,431 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 14,014 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) CFO Jan L. Schott report?

Jan L. Schott reported returning 35,742 shares of Thermon common stock to the issuer and receiving a grant or award of 14,014 shares. After the award entry, Schott directly owned 35,742 shares, reflecting merger-related equity adjustments rather than open-market trading.

How did the CECO merger affect Thermon (THR) CFO’s performance unit awards?

Thermon performance unit awards vested or were valued under merger formulas tied to actual or target performance. Immediately before the merger’s effective time, 14,014 shares underlying these awards were treated as Thermon common stock, then converted into CECO RSU awards using a 0.8110 share exchange factor.

What consideration did Thermon (THR) shareholders receive in the CECO merger?

Each Thermon share was converted into either mixed consideration, all cash, or all stock. Options included CECO shares plus $10.00 in cash, $63.89 in cash only, or 0.8110 CECO shares, with allocations subject to proration rules outlined in the merger agreement.

Which merger consideration option did Thermon (THR) CFO Jan L. Schott choose?

Schott elected the all‑stock consideration, receiving 0.8110 shares of CECO common stock for each eligible Thermon share. This choice emphasized equity in the combined company rather than cash, within the set of consideration forms provided under the merger agreement.

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

Thermon restricted stock unit awards covering 17,431 underlying shares were automatically assumed by CECO. Each became a CECO RSU award for the product of Thermon shares times 0.8110, rounded down, while preserving original vesting and forfeiture terms except as required by law.

Did the Thermon (THR) Form 4 show routine trading or merger mechanics?

The Form 4 primarily reflects merger mechanics, not routine trading. Dispositions and grants occurred at a reported price of $0.00 per share and were tied to vesting and conversion of equity awards as Thermon became a wholly owned CECO subsidiary under the merger agreement.