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

Thermon (THR) GC awarded shares; stock withheld to cover taxes

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

Rhea-AI Filing Summary

Thermon Group Holdings SVP and General Counsel Ryan Tarkington reported equity compensation activity and related tax withholding. On May 12, 2026, he received several common stock awards, including 5,397 shares and 4,050 shares earned from prior performance unit awards, plus an additional restricted stock unit grant. On the same date, 3,564 shares were surrendered at a price of $64.69 per share to cover tax obligations upon vesting, rather than sold in the open market.

Positive

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Insider Ryan Tarkington
Role SVP, General Counsel
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 4,637 $0.00 --
Tax Withholding Common Stock 3,564 $64.69 $231K
Holdings After Transaction: Common Stock — 48,295 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 11,695 restricted stock units held by the reporting person.
Tax-withholding shares 3,564 shares Surrendered for tax payment on May 12, 2026
Tax-withholding price $64.69 per share Fair market value on May 12, 2026
ROIC performance award earned 5,397 shares Earned at 163.60% of 3,299 target shares
ROIC performance percentage 163.60% Return on invested capital performance for period ended March 31, 2026
Adjusted EBITDA award earned 4,050 shares Earned at 105.22% of 3,849 target shares
Adjusted EBITDA performance 105.22% Performance period ended March 31, 2026
Additional award 4,637 shares Common stock granted as an award on May 12, 2026
Restricted stock units held 11,695 units RSUs included in reporting person’s holdings
performance unit award financial
"On June 1, 2023, 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.
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*
Ryan Tarkington
(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, General Counsel
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$048,295D
Common Stock05/12/2026A4,050(2)A$052,345D
Common Stock05/12/2026A4,637(3)A$056,982D
Common Stock05/12/2026F3,564(4)D$64.69(5)53,418(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 11,695 restricted stock units held by the reporting person.
Remarks:
/s/ Ryan Tarkington05/14/2026
** 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 Ryan Tarkington report?

Ryan Tarkington reported equity compensation activity, including multiple stock awards and a tax-related share surrender. He received performance-based common stock awards and new restricted stock units, while 3,564 shares were surrendered to cover tax liabilities upon vesting.

Were Ryan Tarkington’s Thermon (THR) transactions open-market buys or sales?

The transactions were not open-market buys or sales. They involved stock grants and awards as compensation and a tax-withholding disposition, where 3,564 shares were surrendered to pay taxes when restricted stock units vested.

How many Thermon (THR) shares did Ryan Tarkington surrender for taxes?

He surrendered 3,564 shares of Thermon common stock for tax payment. The shares were valued at $64.69 per share and were used to satisfy tax obligations upon the vesting of restricted stock units on May 12, 2026.

What performance-based Thermon (THR) awards did Ryan Tarkington earn?

He earned 5,397 shares from a performance unit award tied to return on invested capital and 4,050 shares from a performance unit award tied to adjusted EBITDA. Both were based on results for the period ended March 31, 2026 and certified on May 12, 2026.

What new restricted stock units did Ryan Tarkington receive from Thermon (THR)?

On May 12, 2026, he was granted restricted stock units, each representing one future Thermon common share. The award vests in full on the third anniversary of the grant date, and the units settle into shares on a one-for-one basis at vesting.

Does Ryan Tarkington hold additional restricted stock units in Thermon (THR)?

Yes. His holdings include 11,695 restricted stock units. Each restricted stock unit represents the right to receive one share of Thermon common stock upon settlement, adding to his overall equity-based compensation position in the company.