Schott Jan L 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) CFO Jan Schott Sells 35,742 Shares, Receives 14,014 Award
What Happened
- Jan L. Schott, Senior Vice President and Chief Financial Officer of Thermon Group Holdings (THR), had merger-related transactions on June 1, 2026. The Form 4 reports a disposition of 35,742 shares of Thermon common stock to the issuer (merger consideration) and an acquisition/grant of 14,014 shares reported as awards (performance-unit based).
- These transactions were part of Thermon’s merger into CECO Environmental Corp. Per the merger terms, the reporting person elected the stock consideration (0.8110 CECO share per Thermon share). That conversion implies the 35,742 Thermon shares converted into approximately 28,986 CECO common shares (35,742 × 0.8110, rounded down). The 14,014 Thermon shares underlying vested performance-unit awards were converted into CECO RSU awards equal to approximately 11,365 CECO RSUs (14,014 × 0.8110, rounded down). The PU awards vested immediately prior to the effective time of the merger and the converted awards are no longer performance-based.
Key Details
- Transaction date: 2026-06-01; Form 4 filed 2026-06-03.
- Disposition: 35,742 shares of Thermon common stock converted as merger consideration (report code D).
- Acquisition/Award: 14,014 shares reported as awards (PU awards that vested and were converted into CECO RSUs) (report code A).
- Conversion ratio: 0.8110 CECO share per Thermon share (reporting person elected stock consideration).
- Estimated CECO shares received: ~28,986 CECO shares for the disposed Thermon shares; ~11,365 CECO RSUs from the 14,014 PU award units (results rounded down per merger terms).
- Other converted awards: filing notes 17,431 Thermon RSU-equivalents were converted into CECO RSU awards under the merger terms.
- Shares owned after transaction: not specified on the Form 4.
- Filing timeliness: Form 4 covers activity dated June 1 and was filed June 3 (no late-filing indication in the report).
Context
- These were merger-driven transactions and award conversions, not open-market buys or sales. The PU awards vested by operation of the Merger Agreement and were converted/assumed by CECO; converted PU awards became time‑based CECO RSUs rather than remaining performance-based. Such filings reflect corporate transaction mechanics rather than a voluntary insider market trade.
Insider Transaction Report
Form 4Exit
Schott Jan L
SVP, CFO
Transactions
- Award
Common Stock
[F1][F2][F3][F5][F6]2026-06-01+14,014→ 35,742 total - Disposition to Issuer
Common Stock
[F1][F4][F5][F6]2026-06-01−35,742→ 0 total
Footnotes (6)
- [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]Represents shares underlying Issuer performance unit awards ("PU awards") that vested in accordance with the terms of the Merger Agreement immediately prior to the effective time of the Merger.
- [F3]The number of shares of Issuer common stock deemed subject to each Issuer PU award was determined as follows: (a) for any completed performance period, based on actual achievement of the applicable performance-based vesting conditions; (b) for any performance period in which the effective time of the Merger occurred (i.e., the performance period was not yet completed and performance goals had been established), based on the greater of target performance and actual performance as of the effective time of the Merger (with performance goals and achievement thereof equitably adjusted as necessary to reflect a shortened performance period); and (c) for any performance period for which performance goals had not yet been established, based on target performance.
- [F4]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
- [F5]Includes 17,431 shares of Issuer common stock underlying Issuer restricted stock unit awards ("RSU awards") held by the reporting person. Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU award was automatically assumed by CECO and converted into a CECO RSU award with respect to a number of shares of CECO common stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Issuer common stock subject to such Issuer RSU award immediately prior to the effective time of the Merger and (b) 0.8110. Each such converted CECO RSU award is otherwise subject to the same terms and conditions (including vesting or forfeiture) as applied to the corresponding Issuer RSU award immediately prior to the effective time of the Merger, except as otherwise required by applicable law.
- [F6]Includes 14,014 shares of Issuer common stock underlying Issuer PU awards held by the reporting person. Pursuant to the terms of the Merger Agreement, each outstanding Issuer PU award was automatically assumed by CECO and converted into a CECO RSU award with respect to a number of shares of CECO common stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Issuer common stock subject to such Issuer PU award immediately prior to the effective time of the Merger (determined in accordance with the formula set forth in footnote 3) and (b) 0.8110. Each such converted CECO RSU award is subject to the same terms and conditions (including any time-based vesting and forfeiture provisions and, as applicable, dividend equivalent rights) as applied to the corresponding Issuer PU award immediately prior to the effective time of the Merger, except as otherwise required by applicable law, but is no longer subject to performance-based vesting conditions.
Signature
/s/ Ryan Tarkington, Attorney-in-Fact|2026-06-03