{"url_path":"/sec/ceco/8-k/2026-06-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-068661-index.html","accession_number":"0001104659-26-068661","cik":"0000003197","ticker":"CECO","issuer_name":"CECO ENVIRONMENTAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-068661-index.html","primary_entity_key":"0000003197","primary_entity_name":"CECO ENVIRONMENTAL CORP"},"word_count":943,"has_tables":true,"body_markdown":"**Item 2.01**\n**Completion of Acquisition or Disposition of Assets**\n\n \n\nOn June 1, 2026 (the “Closing Date”), the Company\nconsummated the previously announced merger with Thermon in accordance with the terms of the Merger Agreement. Pursuant to the Merger\nAgreement:\n\n \n\n(i) at the effective time of the First Merger, Merger\nSub Inc. merged with and into Thermon, with Thermon continuing as a wholly-owned subsidiary of the Company and the surviving corporation\nof the First Merger; and\n\n(ii) immediately following the First Merger, at the\neffective time of the Second Merger, Thermon merged with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity\nof the Second Merger. In connection with the Second Merger, the name of the surviving entity was changed to Thermon Group Holdings, LLC.\n\n \n\nAt the effective time of the First Merger, by virtue of the First Merger\nand without any action on the part of any holder thereof, each share of common stock, par value $0.001 per share, of Thermon (“Thermon\nCommon Stock”) issued and outstanding immediately prior thereto (other than Excluded Shares and Dissenting Shares, each as defined\nin the Merger Agreement) was converted into the right to receive, at the election of the holder and subject to the proration mechanisms\nset forth in the Merger Agreement, one of the following forms of merger consideration:\n\n \n\n(i) the “Mixed Consideration”: 0.6840 shares\nof common stock, par value $0.01 per share, of the Company (“CECO Common Stock”) plus $10.00 in cash, without interest (the\n“Mixed Election”);\n\n(ii) the “Cash Consideration”: $63.89 in\ncash per share, without interest (the “Cash Election”); or\n\n(iii) the “Stock Consideration”: 0.8110\nshares of CECO Common Stock per share (the “Stock Election”).\n\n \n\nAny shares of Thermon Common Stock for which no election was made were\ntreated as Mixed Election shares. The Cash Consideration and Stock Consideration were each subject to proration as set forth in the Merger\nAgreement. Thermon stockholders of record of approximately 41.18% of the outstanding shares of Thermon common stock elected to receive\nthe Stock Consideration and, in accordance with the proration procedures in the parties’ merger agreement, all of such outstanding\nshares 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\nstock per share of Thermon common stock in accordance with the applicable proration procedures.\n\n \n\nCash was paid in lieu of fractional shares of CECO Common Stock based\non the average closing price of CECO Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) for the five trading days ending\non the last trading day immediately prior to the Closing Date.\n\n \n\nIn connection with the Mergers, the Company issued approximately 22.53\nmillion shares of CECO Common Stock to former holders of Thermon Common Stock and paid aggregate cash consideration of approximately $329.4\nmillion.\n\n \n\nThe issuance of shares of CECO Common Stock in the First Merger was\nregistered under the Company’s registration statement on Form S-4 (File No. 333-294924), which was declared effective\nby the Securities and Exchange Commission (the “SEC”) on April 22, 2026, and such shares were approved for listing on\nNasdaq.\n\n \n\n \n\n \n\n \n\nAt the effective time of the First Merger, each outstanding award of\nrestricted stock units granted under the Thermon 2011 Long Term Incentive Plan or the Thermon 2020 Long Term Incentive Plan (the “Thermon\nEquity Plans”) (each, a “Company RSU Award”) was automatically assumed by the Company and converted into an award of\nrestricted stock units with respect to a number of shares of CECO Common Stock (rounded down to the nearest whole share) equal to the\nproduct of (x) the number of shares of Thermon Common Stock subject to such Company RSU Award and (y) 0.8110 (each, a “Converted\nRSU Award”), subject to the same terms and conditions (including vesting) as were applicable to such Company RSU Award immediately\nprior thereto. Each outstanding award of performance units granted under the Thermon Equity Plans (each, a “Company PU Award”)\nwas similarly assumed and converted into a Converted RSU Award with the number of shares of Thermon Common Stock subject thereto determined\nbased on actual and/or target performance as set forth in the Merger Agreement, and was thereafter subject only to time-based vesting.\nEach outstanding in-the-money option to purchase shares of Thermon Common Stock (each, a “Company Option”) was cancelled at\nthe 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\nper-share exercise price, net of applicable tax withholding.\n\n \n\nOn the Closing Date, the Company will file a registration statement\non Form S-8 with the SEC to register the shares of CECO Common Stock issuable in respect of Converted RSU Awards.\n\n \n\nIn connection with the Second Merger, Thermon filed a Form 25\nwith 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\nthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thermon’s obligation to file periodic reports\nunder the Exchange Act will be suspended upon the filing of the Form 15 with the SEC.\n\n \n\nThe Company funded the cash portion of the merger consideration and\nrelated fees and expenses with cash on hand and borrowings under the Credit Facilities described in Item 2.03 below.\n\n \n\nThe foregoing description of the Mergers and the Merger Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached [as Exhibit 2.1 to the Company’s](https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/tm267105d1_ex2-1.htm) [Form 8-K filed with the Securities and Exchange Commission on February 24, 2026](https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/tm267105d1_ex2-1.htm), and is incorporated\nherein by reference."}