{"url_path":"/sec/ceco/8-k/2026-06-01/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 **","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":595,"has_tables":true,"body_markdown":"**Item 9.01**\n**Financial Statements and Exhibits**\n\n \n\n**(a) Financial Statements of Business Acquired.**\n\n \n\nThe audited consolidated balance sheets of Thermon Group Holdings, Inc.\nas of March 31, 2026 and March 31, 2025, the related consolidated statements of operations, stockholders’ equity, and\ncash flows for each of the two fiscal years in the period ended March 31, 2026, and the related notes thereto, are incorporated herein\nby reference from [Thermon’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, File No. 001-35159, filed with the SEC on May 21, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/1489096/000148909626000067/thr-20260331.htm) and attached hereto as Exhibit 99.2.\n\n \n\n**(b) Pro Forma Financial Information.**\n\n \n\nThe unaudited pro forma condensed combined balance sheet of CECO and\nThermon as of March 31, 2026 and the unaudited pro forma condensed combined statement of operations of CECO and Thermon for the three\nmonths ended March 31, 2026 and the related notes will be included in an exhibit that will be filed in an amendment to this Current\nReport on Form 8-K within the period specified in Item 9.01 of Form 8-K.\n\n \n\n**(d) Exhibits**\n\n \n\n**Exhibit\nNumber**\n \n**Exhibit Description**\n\n[3.1](tm2616015d2_ex3-1.htm)\n \n[Amended and Restated Bylaws of CECO Environmental Corp., effective as of June 1, 2026](tm2616015d2_ex3-1.htm)\n\n[23.1](tm2616015d2_ex23-1.htm)\n \n[Consent of KPMG LLP, independent registered public accounting firm for Thermon Group Holdings, Inc.](tm2616015d2_ex23-1.htm)\n\n[99.1](tm2616015d2_ex99-1.htm)\n \n[Press Release, dated June 1, 2026, furnished herewith](tm2616015d2_ex99-1.htm)\n\n[99.2](https://www.sec.gov/ix?doc=/Archives/edgar/data/1489096/000148909626000067/thr-20260331.htm)\n \n\n[Audited Consolidated Financial Statements of Thermon Group Holdings, Inc. as of March 31, 2026 and March 31, 2025 (incorporated herein by reference from Thermon’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, File No. 001-35159, filed with the SEC on May 21, 2026)](https://www.sec.gov/ix?doc=/Archives/edgar/data/1489096/000148909626000067/thr-20260331.htm)\n\n104\n \nCover Page Interactive Data File (formatted as Inline XBRL)\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements,\nother than statements of historical fact, included in this Form 8-K that address events or developments that CECO and Thermon expect,\nbelieve, or anticipate will or may occur in the future are forward-looking statements. The words “intend,” “expect,”\nand similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Current Report on Form 8-K\ninclude, but are not limited to, statements regarding the effects of the Mergers and the Merger Agreement. All forward-looking statements\nare based on assumptions that CECO believes to be reasonable but that may not prove to be accurate. Such forward-looking statements are\nbased on assumptions and analyses made by CECO in light of its perception of current conditions, expected future developments, and other\nfactors that CECO believes are appropriate under the circumstances. These statements are subject to a number of known and unknown risks\nand uncertainties. Forward-looking statements are not guarantees of future performance and actual events may be materially different from\nthose expressed or implied in the forward-looking statements. The forward-looking statements in this Current Report on Form 8-K speak\nas of the date of this Current Report on Form 8-K. CECO does not undertake, and expressly disclaims, any duty to update any forward-looking\nstatement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to\nplace undue reliance on these forward-looking statements, which speak only as of the date hereof.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**CECO Environmental Corp.**\n\n \n \n\nDate: June 1, 2026\nBy:\n /s/ Kiril Kovachev\n\n \n \nKiril Kovachev\n\n \n \nChief Accounting Officer"}