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Thermon (NYSE: THR) SVP reshapes holdings in CECO merger

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

Rhea-AI Filing Summary

Thermon Group Holdings SVP David Buntin reported equity changes tied to the company’s merger with CECO Environmental. He disposed of 99,767 shares of Thermon common stock back to the issuer in a transaction coded as a disposition to the issuer at $0.00 per share. On the same date, 19,386 shares underlying performance unit awards vested and were acquired as a grant/award, bringing his reported holdings to 99,767 shares of common stock.

Under the merger terms, each Thermon share was converted into a right to receive either mixed consideration of 0.6840 CECO shares plus $10.00 in cash, cash consideration of $63.89, or stock consideration of 0.8110 CECO shares, and Buntin elected the mixed consideration. Existing Thermon restricted stock units and performance unit awards, including 14,937 RSU shares and 19,386 PU-award shares, were automatically assumed by CECO and converted into CECO RSU awards using a 0.8110 share conversion ratio, generally preserving their vesting and forfeiture conditions.

Positive

  • None.

Negative

  • None.
Insider Buntin David
Role SVP, Products & Technology
Type Security Shares Price Value
Grant/Award Common Stock 19,386 $0.00 --
Disposition Common Stock 99,767 $0.00 --
Holdings After Transaction: Common Stock — 99,767 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 14,937 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 19,386 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 99,767 shares Disposition of Thermon common stock to issuer coded as D
Shares acquired via PU awards 19,386 shares Thermon performance unit awards vesting and reported as acquisition
Post-transaction holdings (disposition entry) 0 shares Total Thermon common stock following issuer disposition entry
Post-transaction holdings (award entry) 99,767 shares Total Thermon common stock following grant/award acquisition entry
Mixed merger consideration 0.6840 CECO shares + $10.00 cash Per Thermon share, default merger consideration elected by reporting person
All-cash merger alternative $63.89 per share Cash consideration option for each Thermon common share
All-stock merger alternative 0.8110 CECO shares Stock-only consideration option per Thermon share
RSU and PU share bases 14,937 RSU; 19,386 PU shares Thermon awards converted into CECO RSUs using 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 14,937 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*
Buntin David
(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, Products & Technology
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 Stock06/01/2026A19,386(1)(2)(3)A(1)(2)(3)99,767(5)(6)D
Common Stock06/01/2026D99,767(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 14,937 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 19,386 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 did Thermon (THR) SVP David Buntin report in this Form 4?

David Buntin reported a disposition and an acquisition of Thermon common stock related to the CECO merger. He returned 99,767 shares to the issuer and acquired 19,386 shares from vested performance unit awards, with his reported holdings ending at 99,767 shares.

How many Thermon (THR) shares did David Buntin dispose of and acquire?

He disposed of 99,767 shares of Thermon common stock back to the issuer at $0.00 per share. He also acquired 19,386 shares underlying performance unit awards that vested immediately before the CECO merger’s effective time under the merger agreement.

What consideration did Thermon (THR) SVP David Buntin elect in the CECO merger?

For his Thermon common stock, David Buntin elected the mixed consideration. Each share entitled him to receive 0.6840 shares of CECO common stock plus $10.00 in cash, without interest, instead of the all-cash or all-stock alternatives specified in the merger agreement.

What happened to Thermon (THR) restricted stock units held by David Buntin?

Buntin held 14,937 Thermon shares underlying restricted stock unit awards. These RSU awards were automatically assumed by CECO and converted into CECO RSU awards, using a 0.8110 share conversion ratio, while generally preserving the original vesting and forfeiture terms.

How were Thermon (THR) performance unit awards treated in the CECO merger?

Performance unit awards, including 19,386 underlying shares held by Buntin, vested or were measured under formulas in the merger agreement. Each resulting Thermon PU award was then converted into a CECO RSU award based on a 0.8110 share ratio, with performance conditions removed but time-based vesting maintained.

Did this Thermon (THR) Form 4 involve open-market buying or selling?

No, the transactions were not open-market trades. One entry reflects a disposition of 99,767 shares back to the issuer, and the other records a grant or award of 19,386 shares tied to performance unit vesting under the CECO merger agreement.