Schott Jan L 4

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.