Thames Bruce 4

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.