FIX ROGER L 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) Director Roger L. Fix Disposes 35,375 Shares in Merger
What Happened
Roger L. Fix, a director of Thermon Group Holdings, Inc. (THR), disposed of 35,375 shares of Thermon common stock on June 1, 2026 as part of Thermon’s merger into CECO Environmental Corp. The shares were converted under the merger, not sold in the open market; the reporting person elected the “mixed consideration” option (0.6840 shares of CECO common stock plus $10.00 cash per Thermon share). That election translates to approximately 24,196.5 CECO shares and $353,750 cash for 35,375 Thermon shares, before any proration adjustments described in the merger agreement. The Form 4 lists the price as N/A because this was a merger conversion/disposition to the issuer.
Key Details
- Transaction date: 2026-06-01; Form 4 filed: 2026-06-03 (timely reporting).
- Transaction type/code: Disposition to issuer (D) — conversion in connection with merger.
- Shares disposed: 35,375 Thermon common shares. Price reported as N/A (not an open-market sale).
- Consideration elected: Mixed consideration — 0.6840 CECO shares + $10.00 cash per Thermon share.
- Approximate consideration for 35,375 shares: ~24,196.5 CECO shares and $353,750 cash (subject to proration and final rounding).
- Shares owned after transaction: Not specified on this Form 4; Thermon became a wholly-owned subsidiary of CECO per the merger.
- Footnotes: F1 = Thermon merged into CECO on terms of Merger Agreement (Feb 23, 2026). F2 = Conversion mechanics and election/proration described; reporting person elected mixed consideration.
Context
This was a corporate-merger conversion (shares surrendered to issuer for merger consideration), not an open-market sale or purchase. Such dispositions reflect the terms of the merger agreement (vote/exchange mechanics and holder elections) rather than an insider trading decision; proration and final share counts/cash received may be adjusted per the merger agreement.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-01−35,375→ 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 mixed consideration for their shares of Issuer common stock.