CLARKE JOHN U 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) Director John U. Clarke Sells 41,570 Shares in Merger
What Happened
John U. Clarke, a director of Thermon Group Holdings, Inc. (THR), disposed of 41,570 shares of Thermon common stock on June 1, 2026. The disposition was a transfer to the issuer in connection with Thermon’s merger into CECO Environmental Corp., not an open-market sale; no per-share price for the transaction is reported. Clarke elected the stock consideration under the merger terms: each Thermon share converted into 0.8110 shares of CECO common stock, which implies approximately 33,713.27 CECO shares (before any rounding or cash-in-lieu for fractional shares).
Key Details
- Transaction date: 2026-06-01; Form 4 filed: 2026-06-03 (timely filing under normal Form 4 rules).
- Disposition: 41,570 Thermon shares transferred to the issuer (code D). No sale price reported (N/A) because shares were converted under merger terms.
- Conversion elected by reporting person: stock consideration at 0.8110 CECO shares per THR share → ~33,713.27 CECO shares (fractional-share treatment per the merger agreement may apply).
- Footnotes: F1 — Thermon merged into CECO pursuant to a Merger Agreement dated Feb 23, 2026. F2 — Merger consideration options included mixed (0.6840 CECO + $10), cash ($63.89), or stock (0.8110 CECO); Clarke elected stock.
- Shares owned after transaction: not specified in the provided filing excerpt.
Context
This was a corporate-action disposition as part of a merger, not a market sale by the director. Such conversions are routine when a company is acquired and generally reflect the merger consideration elected by the holder rather than an insider view on the stock. To estimate the monetary value, multiply the ~33,713 CECO shares received by CECO’s market price at the time of conversion.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-01−41,570→ 0 total
Footnotes (2)
- [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]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.