Thermon (THR) SVP has shares and options converted in CECO merger deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Thermon Group Holdings, Inc. senior vice president of human resources Candace Harris-Peterson reported equity changes tied to the company’s merger with CECO Environmental Corp. She disposed of 52,063 shares of Thermon common stock back to the issuer in connection with the merger consideration structure.
Immediately before the merger’s effective time, 13,556 shares underlying performance unit awards vested and were included in her holdings. Footnotes explain that Thermon restricted stock units and performance unit awards, including 9,736 RSU-based shares and the 13,556 PU-based shares, were automatically converted into CECO restricted stock unit awards using a 0.8110 exchange ratio.
The filing also shows 3,247 stock options with a $14.28 exercise price were cancelled at closing and converted into a right to receive a cash payment based on the merger’s cash price of $63.89 per share, consistent with the Merger Agreement’s treatment of options.
Positive
- None.
Negative
- None.
Insights
Thermon-CECO merger converts insider equity into cash and CECO awards.
This filing shows how Thermon SVP Candace Harris-Peterson’s equity was handled when Thermon became a wholly owned subsidiary of CECO Environmental. Her Thermon shares and options were cancelled or converted under predefined terms in the Merger Agreement, rather than through open-market trades.
The cash election at $63.89 per share applied to her Thermon common stock, while restricted stock units and performance units were rolled into CECO RSU awards using a 0.8110 share ratio. A block of 3,247 options with a $14.28 exercise price was cashed out based on the same $63.89 merger value.
For investors, this reflects standard change-of-control treatment: existing Thermon equity interests are extinguished or converted into CECO securities and cash according to fixed formulas. It provides a clear picture of how one senior executive’s incentives move from Thermon stock to CECO stock after the merger closes.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Harris-Peterson Candace
Role
SVP, Human Resources
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 3,247 | $0.00 | -- |
| Grant/Award | Common Stock | 13,556 | $0.00 | -- |
| Disposition | Common Stock | 52,063 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 52,063 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 cash consideration for their shares of Issuer common stock. Includes 9,736 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 13,556 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. Pursuant to the terms of the Merger Agreement, each outstanding Issuer option with an exercise price per share of less than $63.89, whether or not vested or exercisable, was cancelled at the effective time of the Merger and converted into the right to receive a cash payment (without interest, and less applicable tax withholdings) equal to the product of (a) the number of shares of Issuer common stock subject to such option immediately prior to the effective time of the Merger, multiplied by (b) the excess of $63.89 over the exercise price per share of such option.
Key Figures
Common shares disposed: 52,063 shares
Performance unit shares vested: 13,556 shares
RSU-based Thermon shares: 9,736 shares
+5 more
8 metrics
Common shares disposed
52,063 shares
Disposition to issuer in connection with CECO merger
Performance unit shares vested
13,556 shares
Shares underlying PU awards determined immediately before merger
RSU-based Thermon shares
9,736 shares
Thermon RSU awards converted into CECO RSUs
Options cancelled
3,247 options
Thermon stock options cancelled and cashed out at merger close
Option exercise price
$14.28 per share
Exercise price of cancelled Thermon stock options
Merger cash price
$63.89 per share
Cash consideration alternative for Thermon common stock
CECO stock-only ratio
0.8110 shares
Shares of CECO stock per Thermon share for stock consideration
RSU conversion ratio
0.8110
Multiplier to convert Thermon RSUs and PUs into CECO RSUs
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 9,736 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.
cash consideration financial
"$63.89 in cash, without interest (the "cash consideration")"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
stock consideration financial
"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.
FAQ
What insider transactions did Thermon (THR) report for Candace Harris-Peterson?
Thermon reported that SVP Candace Harris-Peterson disposed of 52,063 shares of common stock back to the issuer and had 13,556 performance-unit-based shares vest before the CECO merger, along with cancellation and cash-out of 3,247 stock options at the merger price.
What happened to Thermon (THR) restricted stock units in the CECO transaction?
Thermon restricted stock unit awards, including 9,736 RSU-based shares held by the insider, were automatically assumed by CECO and converted into CECO RSU awards. The number of CECO shares equaled the Thermon RSU shares multiplied by 0.8110, with other vesting terms generally preserved.
How were Thermon (THR) performance unit awards converted for the reporting person?
Performance unit awards covering 13,556 Thermon shares were converted into CECO RSU awards. The number of CECO shares equaled the Thermon performance-based shares, determined under a formula in the Merger Agreement, multiplied by 0.8110, and no longer carried performance-based vesting conditions after conversion.
What treatment did Thermon (THR) stock options receive in the CECO merger?
Each outstanding Thermon option with an exercise price below $63.89 was cancelled at closing and replaced with a cash right. The payment equaled the number of underlying Thermon shares multiplied by the excess of $63.89 over the option’s exercise price, less applicable tax withholdings.