Cerovski Thomas N 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) COO Thomas Cerovski Surrenders 84,079 Shares in Merger
What Happened
- Thomas N. Cerovski, Chief Operating Officer of Thermon Group Holdings (THR), disposed of 84,079 THR shares to the issuer in connection with Thermon’s merger into CECO Environmental Corp on 2026-06-01. Under the merger election he chose the mixed consideration: $10.00 cash per THR share plus 0.6840 shares of CECO common stock per THR share (cash component = $840,790; CECO shares ≈ 57,493 before any proration).
- In the same transaction set, 20,941 shares of THR underlying performance unit (PU) awards vested or were converted and were treated under the merger terms: those PU awards were assumed/converted by CECO into CECO RSU awards (conversion mechanics described in the filing).
Key Details
- Transaction date: 2026-06-01; Form 4 filed: 2026-06-03 (timely).
- Disposition: 84,079 THR shares surrendered to issuer in the merger (no open‑market sale price — consideration paid per merger terms).
- Award/acquisition: 20,941 THR shares underlying PU awards vested/converted and were assumed by CECO as CECO RSU awards (no cash purchase price reported).
- Cash received from mixed consideration: $10.00 per THR share (total cash ≈ $840,790 for 84,079 shares); plus 0.6840 CECO shares per THR share (subject to proration).
- Other equity treatment: Outstanding THR RSU awards (including 16,384 shares referenced) were converted into CECO RSU awards at the conversion formula in the merger agreement.
- PU conversion rule: The number of THR shares deemed subject to each PU award was determined per the Merger Agreement (completed periods = actual performance; incomplete periods = the greater of target or actual as adjusted).
- No 10b5-1 plan, tax‑withholding, or late‑filing flags noted in the provided footnotes.
Context
- These actions are merger-related corporate adjustments rather than open-market buys or discretionary insider sales; they reflect conversion and settlement under the Merger Agreement with CECO (mixed consideration default election).
- The PU awards vested/converted into time‑based CECO RSUs and are no longer subject to performance vesting (per the merger terms), while previously outstanding RSUs were assumed and converted into CECO RSUs.
Insider Transaction Report
Form 4Exit
Cerovski Thomas N
SVP, Chief Operating Officer
Transactions
- Award
Common Stock
[F1][F2][F3][F5][F6]2026-06-01+20,941→ 84,079 total - Disposition to Issuer
Common Stock
[F1][F4][F5][F6]2026-06-01−84,079→ 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 16,384 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 20,941 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