Thames Bruce 4
4 · Thermon Group Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Thermon (THR) CEO Thames Bruce Converts 501,067 Shares in Merger
What Happened
- Thames Bruce, President & CEO and a director of Thermon Group Holdings (THR), recorded a merger-related disposition of 501,067 THR shares on 2026-06-01 (468,595 ordinary shares + 32,472 derivative shares) and an acquisition/award entry for 78,307 shares (PU awards converted).
- Under the Merger Agreement with CECO Environmental, each THR share (other than excluded/dissenting shares) was converted into merger consideration; the reporting person elected the default "mixed consideration" of $10.00 cash plus 0.6840 CECO shares per THR share. The cash component for the 501,067 THR shares is $5,010,670; the stock component equals approximately 0.6840 × 501,067 ≈ 342,729 CECO shares (subject to proration/rounding).
- The 78,307 PU (performance unit) award shares were converted/assumed by CECO and became CECO RSU awards (converted at a multiplier of 0.8110 per the filing), resulting in roughly 78,307 × 0.811 ≈ 63,506 CECO RSU shares; these converted awards are no longer performance‑based but remain subject to any time‑based vesting/forfeiture terms.
Key Details
- Transaction date: 2026-06-01; Form 4 filed 2026-06-03 (filed within two business days; timely).
- Reported items: Disposition to issuer — 468,595 shares (ordinary), Disposition — 32,472 shares (derivative), Award/Acquisition — 78,307 shares (PU conversion). Prices reported as N/A; merger consideration cash component = $10.00 per THR share.
- Cash received (approx.): $5,010,670 for 501,067 THR shares (cash portion only). Stock received (approx.): 0.6840 CECO shares per THR share → ~342,729 CECO shares (subject to proration/rounding).
- Converted awards: Issuer RSUs and PUs were assumed/converted into CECO RSUs per footnotes; PU awards converted to CECO RSUs are no longer performance‑based (see footnotes F2, F5, F6).
- Options: Per footnote F7, any THR options with strike < $63.89 were cancelled and cashed out in the merger (cash payment equal to number of shares × ($63.89 − exercise price)), which can explain derivative cash dispositions.
- Shares owned after transaction: Not explicitly stated on the Form 4; reporting person’s prior THR awards/stock positions were converted into CECO common stock and CECO RSUs as described.
Context
- This filing reflects merger consideration and award conversions tied to Thermon’s acquisition by CECO, not an open‑market sale or new investment decision by the insider. Dispositions “to the issuer” and derivative entries here are routine merger settlements or conversions rather than ordinary secondary-market trades.
- For retail investors: merger-related conversions typically change the form of an insider’s holdings (to cash and/or acquirer stock and converted RSUs). Such filings show how insiders were compensated/settled in the transaction but do not necessarily indicate ongoing bullish or bearish trading intent.
Insider Transaction Report
Form 4Exit
Thames Bruce
DirectorPresident & CEO
Transactions
- Award
Common Stock
[F1][F2][F3][F5][F6]2026-06-01+78,307→ 468,595 total - Disposition to Issuer
Common Stock
[F1][F4][F5][F6]2026-06-01−468,595→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F7]2026-06-01−32,472→ 0 totalExercise: $14.28From: 2023-06-01Exp: 2030-06-01→ Common Stock (32,472 underlying)
Footnotes (7)
- [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 mixed consideration for their shares of Issuer common stock
- [F5]Includes 36,571 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 78,307 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.
- [F7]Pursuant to the terms of the Merger Agreement, each outstanding Issuer option with an exercise price per share of less than $63.89, whether or not vested or exercisable, was cancelled at the effective time of the Merger and converted into the right to receive a cash payment (without interest, and less applicable tax withholdings) equal to the product of (a) the number of shares of Issuer common stock subject to such option immediately prior to the effective time of the Merger, multiplied by (b) the excess of $63.89 over the exercise price per share of such option.
Signature
/s/ Ryan Tarkington, Attorney-in-Fact|2026-06-03