Cerovski Thomas N 4

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.