Buntin David 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) SVP David Buntin Receives Award; Sells 99,767 Shares
What Happened
- David Buntin, Senior VP, Products & Technology at Thermon Group Holdings (THR), had two merger-related transactions on 2026-06-01: a disposition of 99,767 THR shares to the issuer (conversion in the CECO merger) and an acquisition/award of 19,386 shares (PU-related conversion). Prices are listed as N/A on the Form 4 because the THR shares were converted under the merger terms rather than sold on the open market.
- Per the Merger Agreement, Buntin elected the "mixed consideration" for converted THR shares (0.6840 CECO shares + $10.00 cash per THR share). The 19,386 PU shares were converted into CECO restricted stock units (CECO RSUs) and are no longer subject to performance vesting (they carry the original time‑based vesting/forfeiture terms).
Key Details
- Transaction date: 2026-06-01; Form 4 filed 2026-06-03 (timely filing).
- Actions: D (Disposition to issuer) — 99,767 THR shares; A (Award/Acquisition) — 19,386 shares (PU conversion). Prices reported as N/A because consideration was provided per merger terms.
- Reporting person elected mixed consideration (0.6840 CECO shares + $10.00 cash) for converted THR shares.
- Footnotes: merger closed under Agreement and Plan of Merger (F1); PU awards vested/converted per merger terms (F2, F3, F6); RSUs converted to CECO RSUs (F5).
- Shares owned after transaction: not specified on the Form 4 (converted/assumed awards now reflected as CECO RSUs).
Context
- These transactions are merger-related conversions, not open-market buys or sales. Disposition to the issuer means THR shares were exchanged under the merger formula for cash and/or CECO stock rather than sold on the public market.
- The 19,386 PU-derived awards were converted into CECO RSUs and lost their performance-based vesting (they remain subject to any time-based vesting/forfeiture). Such corporate-merger conversions are administrative and do not necessarily indicate insider sentiment about future performance.
Insider Transaction Report
Form 4Exit
Buntin David
SVP, Products & Technology
Transactions
- Award
Common Stock
[F1][F2][F3][F5][F6]2026-06-01+19,386→ 99,767 total - Disposition to Issuer
Common Stock
[F1][F4][F5][F6]2026-06-01−99,767→ 0 total
Footnotes (6)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Signature
/s/ Ryan Tarkington, Attorney-in-Fact|2026-06-03