Thermon (NYSE: THR) director swaps 13,643 shares in CECO merger

Rhea-AI Filing Summary

Thermon Group Holdings director Angela Strzelecki disposed of 13,643 shares of common stock back to the company at $0 per share. This occurred in connection with Thermon’s merger into subsidiaries of CECO Environmental Corp, after which Thermon became a wholly owned CECO subsidiary.

In the merger, each Thermon share was converted into the right to receive one of several forms of merger consideration: a mix of CECO stock and cash, all cash, or all CECO stock, as defined in the merger agreement. Strzelecki elected a combination of the mixed consideration and the all-cash option for her Thermon shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Strzelecki Angela

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	13,643	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. 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"). 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 a combination of the mixed consideration and the cash consideration for their shares of Issuer common stock.

Key Figures

Shares disposed: 13,643 shares Disposition price: $0.00 per share Shares held after transaction: 0 shares +3 more

6 metrics

Shares disposed 13,643 shares Disposition to issuer on 2026-06-01

Disposition price $0.00 per share Issuer disposition related to merger

Shares held after transaction 0 shares Post-disposition Thermon common stock holdings

Mixed consideration option 0.6840 CECO shares + $10.00 cash Per Thermon share, default merger election

Cash consideration option $63.89 per share All-cash merger consideration alternative

Stock consideration option 0.8110 CECO shares All-stock merger consideration alternative

Key Terms

Agreement and Plan of Merger, merger consideration, cash consideration, stock consideration, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the terms of the Agreement and Plan of Merger dated February 23, 2026..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

merger consideration financial

"each share of Issuer common stock ... was converted into the right to receive ... forms of merger consideration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

cash consideration financial

"... (ii) $63.89 in cash, without interest (the "cash consideration"); or (iii) 0.8110 shares..."

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

stock consideration financial

"... or (iii) 0.8110 shares of CECO common stock (the "stock consideration")."

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

mixed consideration financial

"0.6840 shares of CECO common stock and $10.00 in cash ... (the "mixed consideration")"

Mixed consideration is a deal payment made with a combination of cash and other assets, most commonly shares or securities, rather than all cash. Investors care because receiving or issuing part-stock can change a company’s cash reserves and ownership structure—like paying partly in money and partly in gift cards—affecting shareholder dilution, short-term liquidity and the future value of the deal.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Strzelecki Angela

(Last) (First) (Middle)

7171 SOUTHWEST PARKWAY

BUILDING 300, SUITE 200

(Street)

AUSTIN TEXAS 78735

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [ THR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		D		13,643(1)(2)	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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").

2. 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 a combination of the mixed consideration and the cash consideration for their shares of Issuer common stock.

	/s/ Ryan Tarkington, Attorney-in-Fact	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Thermon Group (THR) report for Angela Strzelecki?

Thermon Group reported that director Angela Strzelecki disposed of 13,643 shares of common stock back to the issuer at $0 per share. The disposition was tied to Thermon’s merger into CECO Environmental Corp’s subsidiaries under an Agreement and Plan of Merger.

How many Thermon Group (THR) shares did Angela Strzelecki hold after the transaction?

After the transaction, Angela Strzelecki reported holding 0 shares of Thermon common stock. Her prior holdings of 13,643 shares were fully disposed of to the issuer as part of the merger process in which Thermon became a wholly owned CECO Environmental subsidiary.

What merger agreement affected Thermon Group (THR) director Angela Strzelecki’s shares?

Her shares were affected by an Agreement and Plan of Merger dated February 23, 2026 among Thermon, CECO Environmental Corp, and two CECO merger subsidiaries. Under this agreement, Thermon merged into the subsidiaries and became a wholly owned subsidiary of CECO.

What types of merger consideration were offered to Thermon Group (THR) shareholders?

Each Thermon share was converted into the right to receive one of three options: a mixed consideration of 0.6840 CECO shares plus $10.00 in cash, an all-cash consideration of $63.89, or a stock consideration of 0.8110 CECO shares, subject to proration.

Which merger consideration did Thermon Group (THR) director Angela Strzelecki elect?

Angela Strzelecki elected a combination of the mixed consideration and the cash consideration for her Thermon shares. This means she chose some mix of 0.6840 CECO shares plus $10.00 cash per share and the $63.89 all-cash option, as allowed by the merger terms.