Thermon Group Holdings, Inc.·4

May 14, 3:33 PM ET

Thames Bruce 4

4 · Thermon Group Holdings, Inc. · Filed May 14, 2026

Research Summary

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Thermon (THR) CEO Bruce Thames Receives Awards, Surrenders Shares for Taxes

What Happened Bruce (Thames), President & CEO and a director of Thermon Group Holdings (THR), received two performance-based awards that vested on March 31, 2026 and were certified by the compensation committee on May 12, 2026. He was credited with 28,067 shares (163.60% of target) and 21,069 shares (105.22% of target), a total of 49,136 shares granted at $0 cost. To satisfy withholding taxes on the vesting, 19,331 shares were surrendered at the fair market value of $64.69 per share, representing $1,250,522.

Key Details

  • Transaction dates: awards and tax withholding recorded on May 12, 2026.
  • Award details: 28,067 shares (performance vs. 17,157 target; 163.60% payout) and 21,069 shares (vs. 20,017 target; 105.22% payout).
  • Tax withholding: 19,331 shares surrendered at $64.69/share = $1,250,522 (code F).
  • Net new shares retained from vesting: 49,136 granted − 19,331 withheld = 29,805 shares.
  • Holdings reported: filing notes the reporting person holds 36,571 restricted stock units (per footnote).
  • Transaction codes: A = Award/Grant, F = Tax withholding on vesting.
  • Filing timing: certification and transactions were reported on May 12, 2026; the filing accession is dated May 14, 2026 (no late-filing flag was provided here).

Context These were performance-unit awards that vested based on company ROIC and adjusted EBITDA metrics (granted June 1, 2023; performance period ended March 31, 2026). The surrender of shares was a tax-withholding action (common on vesting) rather than an open-market sale by the insider. This type of transaction reflects compensation vesting, not an independent purchase or market sale decision.

Insider Transaction Report

Form 4
Period: 2026-05-12
Thames Bruce
DirectorPresident & CEO
Transactions
  • Award

    Common Stock

    [F1]
    2026-05-12+28,067388,550 total
  • Award

    Common Stock

    [F2]
    2026-05-12+21,069409,619 total
  • Tax Payment

    Common Stock

    [F3][F4][F5]
    2026-05-12$64.69/sh19,331$1,250,522390,288 total
Footnotes (5)
  • [F1]On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026, subject to the Issuer's compensation committee certifying the Issuer's return on invested capital performance during the applicable performance period as further specified in the equity award agreement. Of the 17,157 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2026, the reporting person actually earned 163.60%, or 28,067 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 12, 2026.
  • [F2]On June 1, 2023, the reporting person was granted a performance unit award vesting on March 31, 2026, subject to the Issuer's compensation committee certifying the Issuer's adjusted earnings before interest, taxes, depreciation and amortization during the applicable performance period as further specified in the equity award agreement. Of the 20,017 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2026, the reporting person actually earned 105.22%, or 21,069 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 12, 2026.
  • [F3]These shares were surrendered for tax payment upon vesting of restricted stock units on May 12, 2026.
  • [F4]Sales price is the fair market value on Tuesday, May 12, 2026.
  • [F5]Includes 36,571 restricted stock units held by the reporting person.
Signature
/s/ Ryan Tarkington, Attorney-in-Fact|2026-05-14

Documents

1 file
  • 4
    wk-form4_1778787197.xmlPrimary

    FORM 4