Thermon (THR) director disposes 41,570 shares as CECO all-stock merger closes

Rhea-AI Filing Summary

Thermon Group Holdings, Inc. director John U. Clarke reported a disposition of 41,570 shares of Thermon common stock in connection with the company’s merger with CECO Environmental Corp. The shares were surrendered to the issuer with no sale price listed, reflecting completion of the merger transaction.

Under the merger terms, each Thermon share was converted into the right to receive elected merger consideration. Holders could choose cash, stock, or a mix of cash and CECO shares, subject to proration. Clarke elected the stock consideration, receiving 0.8110 shares of CECO common stock for each Thermon share. Following the transaction, the filing shows Clarke with 0 Thermon shares, as Thermon became a wholly owned CECO subsidiary.

Insights

Equity compensation and M&A specialist

Director’s Thermon shares were converted into CECO stock as part of a completed merger.

This Form 4 records a Disposition to issuer of 41,570 Thermon shares by director John U. Clarke at a stated price of $0.00 per share. The disposition occurs under an Agreement and Plan of Merger through which Thermon became a wholly owned subsidiary of CECO Environmental Corp.

The footnotes describe standard merger consideration mechanics. Each Thermon share became the right to receive either mixed cash/stock, all-cash, or all-stock consideration, subject to proration. Clarke elected the stock consideration, receiving 0.8110 CECO shares per Thermon share. The filing shows 0 Thermon shares remaining after the transaction, consistent with Thermon ceasing to trade independently post‑merger.

Economically, this looks like an exchange of Thermon equity into CECO equity rather than an open‑market sale or purchase. There is no indication of a discretionary trade or Rule 10b5‑1 trading plan; it is a structural change driven by the merger agreement’s terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CLARKE JOHN U

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	41,570	$0.00	--

Holdings After Transaction: Common Stock — 0 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"). 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.

Key Figures

Shares disposed: 41,570 shares Price per disposed share: $0.00 per share Holdings after transaction: 0 shares +3 more

6 metrics

Shares disposed 41,570 shares Disposition to issuer in merger on 2026-06-01

Price per disposed share $0.00 per share Issuer disposition under merger agreement

Holdings after transaction 0 shares Thermon common stock held by Clarke post-merger

Stock consideration ratio 0.8110 CECO shares per Thermon share Elected stock consideration option

Mixed consideration option 0.6840 CECO shares + $10.00 cash Default merger consideration per Thermon share

Cash consideration option $63.89 per share All-cash merger consideration alternative

Key Terms

Agreement and Plan of Merger, Merger consideration, cash consideration, stock consideration, +1 more

5 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.

Merger consideration financial

"each share of Issuer common stock ... was converted into the right to receive ... 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.

cash consideration financial

"the "cash consideration"; or (iii) 0.8110 shares of CECO common stock"

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"). The reporting person elected 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.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

CLARKE JOHN U

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		D		41,570(1)(2)	D	(1)(2)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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. 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.

	/s/ Ryan Tarkington, Attorney-in-Fact	06/03/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Thermon (THR) director John U. Clarke report in this Form 4?

John U. Clarke reported disposing of 41,570 Thermon common shares in a transaction coded as a disposition to the issuer. The shares were surrendered at a stated price of $0.00 per share as part of Thermon’s merger into CECO Environmental Corp under a previously signed merger agreement.

Why were John U. Clarke’s Thermon (THR) shares disposed to the issuer?

The disposition occurred because Thermon completed a merger with CECO Environmental Corp. Under the merger agreement, Thermon merged with CECO subsidiaries and became a wholly owned CECO subsidiary, and each Thermon share was converted into the right to receive specified merger consideration instead of remaining Thermon stock.

What merger consideration options did Thermon (THR) shareholders have under the CECO merger?

Each Thermon share could receive one of three consideration forms: a default mix of 0.6840 CECO shares plus $10.00 cash, all‑cash of $63.89, or all‑stock of 0.8110 CECO shares, in each case without interest and subject to proration as described in the merger agreement.

Which merger consideration did Thermon (THR) director John U. Clarke elect?

Clarke elected the stock consideration option. For each share of Thermon common stock, he chose to receive 0.8110 shares of CECO common stock. This choice converted his Thermon holdings into CECO equity rather than taking cash or the mixed cash‑and‑stock alternative described in the merger agreement.

How many Thermon (THR) shares does John U. Clarke hold after the merger transaction?

The Form 4 shows Clarke holding 0 Thermon shares after the disposition. The transaction records 41,570 shares disposed with total shares following the transaction listed as 0. This aligns with Thermon becoming a wholly owned subsidiary of CECO and its common stock being converted into merger consideration.