Cerovski Thomas N 4

What Happened

• Thomas N. Cerovski, SVP, Global Sales at Thermon Group Holdings (THR), received equity awards on May 12, 2026: 5,397 shares from a performance award, 4,050 shares from a second performance award, and 6,956 restricted stock units (RSUs). All three awards show an acquisition price of $0.00 (awarded).
• On the same date, 7,322 shares were disposed (surrendered) to cover tax withholding associated with vesting, at a reported fair market value of $64.69 per share, generating proceeds of $473,660 (footnote F4, F5).

Key Details

• Transaction date: May 12, 2026; Form 4 filed May 14, 2026 (timely filing).
• Awards granted/acquired: 5,397 shares (performance), 4,050 shares (performance), 6,956 RSUs (new grant).
• Shares surrendered (disposed) for tax withholding: 7,322 shares at $64.69 each = $473,660.
• Notable footnotes:
  • F1/F2: The performance awards were originally granted June 1, 2023; achievement certified May 12, 2026. Payouts exceeded targets (163.60% and 105.22% of targets).
  • F3: The 6,956 RSUs are a new grant that vest in full on the third anniversary of the grant (one RSU = one share).
  • F4: The 7,322 shares were surrendered to satisfy tax withholding upon vesting.
  • F5: Sale price listed as fair market value on May 12, 2026.
  • F6: Filing notes the reporting person holds 16,384 RSUs (pre-existing).
• Shares owned after the transaction: not explicitly stated in the filing; see F6 for RSU holdings.

Context

• This filing primarily reflects awards being issued (not an open-market purchase) and a routine tax-withholding disposition (shares surrendered to cover taxes). Performance-based awards converted to shares after the company’s compensation committee certified targets; the RSU grant vests over three years. Routine withholding sales on vesting are common and do not by themselves indicate broader insider buying or selling sentiment.