RICHEY VICTOR L JR 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) Director Victor Richey Disposes 8,052 Shares
What Happened
Victor L. Richey Jr., a director of Thermon Group Holdings, reported a disposition to the issuer of 8,052 shares of Thermon common stock on June 1, 2026. The shares were surrendered pursuant to Thermon’s merger with CECO Environmental Corp.; Richey elected the stock consideration under the merger agreement (see Key Details). The Form 4 lists the transaction price as N/A because this was a conversion in the merger, not an open-market sale.
Key Details
- Transaction date: 2026-06-01 (Form 4 filed 2026-06-03). Transaction code: D (Disposition to issuer).
- Shares disposed: 8,052 Thermon common shares. Reported price: N/A (conversion under merger terms).
- Consideration elected: stock consideration per Merger Agreement — each Thermon share converted into 0.8110 shares of CECO common stock (subject to proration). That implies roughly 6,530 CECO shares before any proration or rounding.
- Footnotes: (F1) Transaction occurred under the Agreement and Plan of Merger dated Feb 23, 2026; (F2) merger consideration options were (i) mixed (0.6840 CECO + $10 cash, default), (ii) $63.89 cash, or (iii) 0.8110 CECO shares; the reporting person elected option (iii).
- Shares owned after transaction: not specified in the filing.
- Timeliness: Filed two business days after the transaction date; no late filing indicated.
Context
This was not an open-market sale but a conversion of Thermon shares into merger consideration under a corporate acquisition. Such dispositions in Form 4s reflect transaction mechanics of the merger (including holder elections and potential proration), not an individual director selling into the market.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-01−8,052→ 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.