Merger reshapes Thermon Group (THR) CEO Bruce Thames’ equity holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Thermon Group Holdings, Inc. President & CEO Bruce Thames reported merger-related changes to his equity in connection with Thermon’s combination with CECO Environmental Corp. A disposition entry shows 468,595 shares of Thermon common stock returned to the issuer, leaving no Thermon common shares directly held after the transaction.
Thames also received 78,307 shares of Thermon common stock from vested performance unit awards immediately before the merger, and 32,472 stock options with a $14.28 exercise price were cancelled for cash based on a $63.89 per‑share merger value. Under the merger terms, Thermon shares were converted into cash and/or CECO common stock using fixed exchange ratios.
Positive
- None.
Negative
- None.
Insights
CEO’s Thermon equity is cashed out and converted as part of CECO merger.
Bruce Thames’ Form 4 reflects closing mechanics of Thermon’s merger into CECO Environmental, not open‑market trading. His 468,595 Thermon shares were surrendered to the issuer as part of the transaction, consistent with a change from public company to subsidiary status.
Performance unit and restricted stock unit awards converted into CECO RSUs at a 0.8110 exchange ratio, preserving time-based vesting while removing performance conditions. Stock options with a $14.28 exercise price were cancelled for cash using a $63.89 per‑share merger value, crystallizing upside for the option awards.
The filing confirms Thames elected the mixed merger consideration of 0.6840 CECO shares plus $10.00 cash per Thermon share. Overall, this is standard executive equity treatment in a change-of-control transaction, with economic outcomes set by the merger terms rather than discretionary trading decisions.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Thames Bruce
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 32,472 | $0.00 | -- |
| Grant/Award | Common Stock | 78,307 | $0.00 | -- |
| Disposition | Common Stock | 468,595 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 468,595 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 mixed consideration for their shares of Issuer common stock Includes 36,571 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 78,307 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: 468,595 shares
Performance unit shares vested: 78,307 shares
Options cancelled: 32,472 options
+4 more
7 metrics
Common shares disposed
468,595 shares
Thermon common stock returned to issuer in merger-related disposition
Performance unit shares vested
78,307 shares
Common stock from PU awards vesting immediately prior to merger
Options cancelled
32,472 options
Stock options on Thermon common stock cancelled at merger closing
Option exercise price
$14.28 per share
Exercise price of cancelled Thermon stock options
Merger cash reference price
$63.89 per share
Per-share cash value used for cash consideration and option payout
Mixed consideration ratio
0.6840 shares + $10.00
CECO stock plus cash per Thermon share under mixed merger consideration
Stock consideration ratio
0.8110 CECO shares
All-stock consideration per Thermon share; also RSU/PU conversion factor
Key Terms
Agreement and Plan of Merger, performance unit awards, restricted stock unit awards, merger 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 36,571 shares of Issuer common stock underlying Issuer restricted stock unit 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.
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.
FAQ
What insider transactions did Thermon Group (THR) CEO Bruce Thames report?
Bruce Thames reported returning 468,595 Thermon common shares to the issuer and receiving 78,307 shares from vested performance unit awards. He also had 32,472 stock options cancelled for cash as part of Thermon’s merger into CECO Environmental under predefined merger consideration terms.
How were Thermon Group (THR) CEO Bruce Thames’s performance unit awards treated in the CECO merger?
Performance unit awards covering 78,307 Thermon shares vested immediately prior to the merger under formulas in the merger agreement. These were then converted into CECO restricted stock unit awards based on a 0.8110 CECO share exchange ratio per Thermon share, keeping existing time-based vesting conditions.
What happened to Thermon Group (THR) CEO Bruce Thames’s stock options in the merger?
Stock options with a $14.28 exercise price were cancelled at closing and converted into a cash right. The cash equals the number of Thermon shares underlying the option multiplied by the excess of $63.89 over the $14.28 exercise price, less applicable tax withholdings.
How were Thermon Group (THR) restricted stock units handled for the CEO in the CECO merger?
Restricted stock units covering 36,571 Thermon shares were assumed by CECO and converted into CECO RSUs. The number of CECO shares per award equals Thermon RSU shares multiplied by 0.8110, rounded down, with the original vesting and forfeiture terms largely preserved under CECO.
Does Bruce Thames still directly hold Thermon Group (THR) common stock after the merger?
The Form 4 shows 468,595 Thermon common shares disposed to the issuer, leaving zero Thermon shares directly held after the transaction. His equity exposure shifts to CECO through stock consideration and CECO RSU awards, rather than continued ownership of Thermon common stock.