CECO ENVIRONMENTAL CORP
Items (6)
Item 2.01 Completion of Acquisition or Disposition of Assets On June 1, 2026 (the “ Closing Date”), the Company consummated the previously announced merger with Thermon in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement: (i) at the effective time of the First Merger, Merger Sub Inc. merged with and into Thermon, with Thermon continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the First Merger; and (ii) immediately following the First Merger, at the effective time of the Second Merger, Thermon merged with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity of the Second Merger. In connection with the Second Merger, the name of the surviving entity was changed to Thermon Group Holdings, LLC. At the effective time of the First Merger, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.001 per share, of Thermon (“ Thermon Common Stock”) issued and outstanding immediately prior thereto (other than Excluded Shares and Dissenting Shares, each as defined in the Merger Agreement) was converted into the right to receive, at the election of the holder and subject to the proration mechanisms set forth in the Merger Agreement, one of the following forms of merger consideration: (i) the “ Mixed Consideration”: 0.6840 shares of common stock, par value $0.01 per share, of the Company (“ CECO Common Stock”) plus $10.00 in cash, without interest (the “ Mixed Election”); (ii) the “ Cash Consideration”: $63.89 in cash per share, without interest (the “ Cash Election”); or (iii) the “ Stock Consideration”: 0.8110 shares of CECO Common Stock per share (the “ Stock Election”). Any shares of Thermon Common Stock for which no election was made were treated as Mixed Election shares. The Cash Consideration and Stock Consideration were each subject to proration as set forth in the Merger Agreement. Thermon stockholders of record of approximately 41.18% of the outstanding shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the parties’ merger agreement, all of such outstanding shares of Thermon common stock were converted into the right to receive approximately $1.48 in cash and 0.7920 of a share of CECO common stock per share of Thermon common stock in accordance with the applicable proration procedures. Cash was paid in lieu of fractional shares of CECO Common Stock based on the average closing price of CECO Common Stock on the Nasdaq Stock Market LLC (“ Nasdaq”) for the five trading days ending on the last trading day immediately prior to the Closing Date. In connection with the Mergers, the Company issued approximately 22.53 million shares of CECO Common Stock to former holders of Thermon Common Stock and paid aggregate cash consideration of approximately $329.4 million. The issuance of shares of CECO Common Stock in the First Merger was registered under the Company’s registration statement on Form S-4 (File No. 333-294924), which was declared effective by the Securities and Exchange Commission (the “ SEC”) on April 22, 2026, and such shares were approved for listing on Nasdaq. At the effective time of the First Merger, each outstanding award of restricted stock units granted under the Thermon 2011 Long Term Incentive Plan or the Thermon 2020 Long Term Incentive Plan (the “ Thermon Equity Plans”) (each, a “ Company RSU Award”) was automatically assumed by the Company and converted into an award of restricted stock units with respect to a number of shares of CECO Common Stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Thermon Common Stock subject to such Company RSU Award and (y) 0.8110 (each, a “ Converted RSU Award”), subject to the same terms and conditions (including vesting) as were applicable to such Company RSU Award immediately prior thereto. Each outstanding award of performance units granted under the Thermon Equity Plans (each, a “ Company PU Award”) was similarly assumed and converted into a Converted RSU Award with the number of shares of Thermon Common Stock subject thereto determined based on actual and/or target performance as set forth in the Merger Agreement, and was thereafter subject only to time-based vesting. Each outstanding in-the-money option to purchase shares of Thermon Common Stock (each, a “ Company Option”) was cancelled at the effective time of the First Merger and converted into the right to receive a cash payment equal to the excess of $63.89 over the applicable per-share exercise price, net of applicable tax withholding. On the Closing Date, the Company will file a registration statement on Form S-8 with the SEC to register the shares of CECO Common Stock issuable in respect of Converted RSU Awards. In connection with the Second Merger, Thermon filed a Form 25 with the SEC to withdraw its common stock from listing on the New York Stock Exchange and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”). Thermon’s obligation to file periodic reports under the Exchange Act will be suspended upon the filing of the Form 15 with the SEC. The Company funded the cash portion of the merger consideration and related fees and expenses with cash on hand and borrowings under the Credit Facilities described in Item 2.03 below. The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attachedas Exhibit 2.1 to the Company’sForm 8-K filed with the Securities and Exchange Commission on February 24, 2026, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant In connection with the consummation of the Mergers, the Company incurred additional indebtedness consisting of (i) $235.0 million borrowed under the delayed draw term loan facility established pursuant to Amendment No. 1 to the Fourth Amended and Restated Credit Agreement, dated as of March 30, 2026 (the “ Delayed Draw Term Loan Facility”), and (ii) approximately $290 million borrowed under the revolving credit facility thereunder (the “ Revolving Facility” and, together with the Delayed Draw Term Loan Facility, the “ Credit Facilities”). The proceeds of the borrowings under the Credit Facilities, together with cash on hand, were used to fund the cash portion of the merger consideration and related fees and expenses in connection with the Mergers, including the repayment of outstanding indebtedness under Thermon’s existing credit facility.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Directors
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On the Closing Date, in connection with the Mergers and other transactions contemplated by the Merger Agreement, the Board approved and adopted an amendment (the “ Bylaws Amendment”) to the Company’s Amended and Restated Bylaws (the “ Bylaws”), effective as of the effective time of the First Merger. The Bylaws Amendment increased the maximum number of directors that may constitute the full Board from nine to ten, to facilitate the expansion of the Board from eight to ten members and the appointment of two directors previously serving on the board of directors of Thermon, as contemplated by the Merger Agreement. The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Amended and Restated Bylaws, as amended by the Bylaws Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure On the Closing Date, the Company issued a press release announcing the consummation of the Mergers. A copy of the press release is furnished herewith as Exhibit 99.1. The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “ Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired.