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Merger reshapes Thermon (THR) SVP Kuahara’s stock and award holdings

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

Rhea-AI Filing Summary

Thermon Group Holdings SVP Roberto Kuahara reported share changes tied to the company’s merger with CECO Environmental. He disposed of 59,807 shares of Thermon common stock back to the issuer and was awarded 16,269 shares underlying performance unit awards, leaving 59,807 shares directly owned after the award.

Under the merger agreement, Thermon merged with subsidiaries of CECO to become a wholly owned CECO unit. Each Thermon share was converted into either mixed cash-and-stock, all-cash, or all-stock consideration, with Kuahara electing mixed consideration. His Thermon RSU and PU awards, covering 12,041 and 16,269 shares respectively, were assumed by CECO and converted into CECO RSU awards at a 0.8110 exchange ratio, generally preserving existing vesting terms.

Positive

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Insights

Kuahara’s Form 4 shows merger-driven equity adjustments, not open-market trading.

Roberto Kuahara, SVP Operations of Thermon Group Holdings, reported a D-code disposition of 59,807 common shares back to the issuer and an A-code acquisition of 16,269 shares through performance unit awards. Both events occurred at a stated price of $0.00 per share, indicating non-market, corporate actions.

Footnotes explain these changes arise from Thermon’s merger into CECO Environmental. Each Thermon share converted into cash and/or CECO stock, and Kuahara chose the mixed consideration of 0.6840 CECO shares plus $10.00 cash per Thermon share. This positions the filing as a mechanical reflection of closing terms rather than a discretionary buy or sell.

His 12,041 RSU-based shares and 16,269 PU-based shares were assumed by CECO and converted into CECO RSU awards using a 0.8110 share ratio, carrying over prior vesting and forfeiture provisions. The net effect is a transition of Kuahara’s incentive equity from Thermon into CECO instruments, while economic impact depends on CECO’s future performance and standard vesting over time.

Insider Roberto Kuahara
Role SVP, Operations
Type Security Shares Price Value
Grant/Award Common Stock 16,269 $0.00 --
Disposition Common Stock 59,807 $0.00 --
Holdings After Transaction: Common Stock — 59,807 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 mixed consideration for their shares of Issuer common stock. Includes 12,041 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 16,269 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 59,807 shares Common Stock, code D disposition on June 1, 2026
Shares granted via PU awards 16,269 shares Common Stock, code A grant/award on June 1, 2026
Post-award Thermon holding 59,807 shares Total shares following the A-code transaction
Mixed merger consideration 0.6840 CECO shares + $10.00 cash Per Thermon share, mixed consideration option elected
All-cash consideration $63.89 per share Optional cash consideration per Thermon common share
All-stock consideration 0.8110 CECO shares Optional stock consideration per Thermon common share
Thermon RSU underlying shares 12,041 shares Converted into CECO RSU awards at 0.8110 ratio
Thermon PU underlying shares 16,269 shares Converted into CECO RSU awards at 0.8110 ratio
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 12,041 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.
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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*
Roberto Kuahara
(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, Operations
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 Stock06/01/2026A16,269(1)(2)(3)A(1)(2)(3)59,807(5)(6)D
Common Stock06/01/2026D59,807(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 mixed consideration for their shares of Issuer common stock.
5. Includes 12,041 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 16,269 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) SVP Roberto Kuahara report?

Roberto Kuahara reported two non-derivative transactions in Thermon common stock. He disposed of 59,807 shares back to the issuer and received 16,269 shares through a grant of performance unit awards, both occurring on June 1, 2026 at a stated price of $0.00 per share.

How is the Thermon (THR) and CECO merger reflected in Kuahara’s holdings?

The filing states Thermon merged into wholly owned subsidiaries of CECO Environmental. Each Thermon share converted into cash and/or CECO stock under a merger agreement, and Kuahara’s Thermon equity awards were assumed by CECO and converted into CECO restricted stock unit awards.

What merger consideration options were available to Thermon (THR) shareholders like Kuahara?

Shareholders could elect one of three forms of consideration: mixed consideration of 0.6840 CECO shares plus $10.00 cash, all-cash consideration of $63.89, or all-stock consideration of 0.8110 CECO shares per Thermon share, subject to proration rules described in the merger agreement.

Which merger consideration did Thermon (THR) SVP Roberto Kuahara choose?

Kuahara elected the mixed consideration for his Thermon common shares. Under this option, each share converted into 0.6840 shares of CECO common stock plus $10.00 in cash, without interest, as outlined in the merger agreement referenced in the Form 4 footnotes.

What happened to Kuahara’s Thermon RSU and performance unit awards in the CECO merger?

The filing explains his Thermon RSU and performance unit awards, covering 12,041 and 16,269 underlying shares respectively, were automatically assumed by CECO. They became CECO RSU awards for a number of CECO shares equal to the Thermon share count multiplied by 0.8110, with prior vesting terms largely preserved.

How were Thermon (THR) performance unit awards determined at the merger for Kuahara?

Performance unit share counts were set by a formula. Completed performance periods used actual performance, ongoing periods used the greater of target or actual performance at the merger time, and periods without established goals used target performance, ensuring a defined share basis before conversion into CECO RSU awards.