GEORGE MARCUS J 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) Director George Marcus J Sells 52,689 Shares
What Happened
George Marcus J, a director of Thermon Group Holdings, disposed of a total of 52,689 Thermon shares (52,639 + 50) on June 1, 2026 via "disposition to the issuer" entries related to Thermon's merger with CECO Environmental. The filing lists no per-share price (N/A) because the shares were converted under the Merger Agreement; the reporting person elected the mixed consideration (0.6840 CECO shares + $10.00 cash per Thermon share). Based on that election, the shares would convert to approximately 36,039.276 CECO shares plus $526,890 cash in aggregate, subject to any proration under the merger.
Key Details
- Transaction date: 2026-06-01; Form 4 filed 2026-06-03 (appears timely).
- Dispositions: 52,639 shares and 50 shares (total 52,689); price shown as N/A (merger conversion).
- Consideration elected: Mixed consideration — 0.6840 CECO shares + $10.00 cash per Thermon share (actual amounts subject to proration).
- Estimated gross consideration (pre-proration): ~36,039.276 CECO shares and $526,890 cash.
- Shares owned after transaction: Not specified in the filing.
- Footnotes: F1–F3 explain the merger, election of mixed consideration, and that the reporting person disclaims beneficial ownership except for any pecuniary interest.
Context
These were merger-related dispositions (conversion/surrender of Thermon shares to the issuer as part of the CECO merger), not open-market sales. Such conversions reflect the mechanics of the transaction and the holder’s election of how to receive merger consideration; they do not, by themselves, indicate the reporting person's market view. Proration rules in the Merger Agreement could change the final mix of cash vs. CECO shares received.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-01−52,639→ 0 total - Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−50→ 0 total(indirect: By Children)
Footnotes (3)
- [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.
- [F3]Reporting person disclaims beneficial ownership of the securities, except to the extent of a pecuniary interest therein.