{"url_path":"/sec/thr/8-k/2026-06-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 ****Completion of Acquisition or Disposition of Assets**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1489096/0001104659-26-068666-index.html","accession_number":"0001104659-26-068666","cik":"0001489096","ticker":"THR","issuer_name":"Thermon Group Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1489096/0001104659-26-068666-index.html","primary_entity_key":"0001489096","primary_entity_name":"Thermon Group Holdings, Inc."},"word_count":802,"has_tables":true,"body_markdown":"**Item 2.01****Completion of Acquisition or Disposition of Assets**\n\n \n\nThe information provided in the Introduction above is incorporated\nby reference into this Item 2.01.\n\n \n\n**Agreement and Plan of Merger**\n\n \n\nOn the Closing Date, the Company consummated the Mergers. The Mergers\nare intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of\nthe Internal Revenue Code of 1986, as amended (the “Code”).\n\n \n\n \n\n \n\n \n\n**Merger Consideration**\n\n \n\nAt the effective time of the First Merger, by virtue of the First\nMerger 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\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 CECO (“CECO Common Stock”) plus $10.00 in cash, without interest (the “Mixed\nElection”);\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\nwere treated as Mixed Election shares. The Cash Consideration and Stock Consideration were each subject to proration as set forth in\nthe Merger Agreement. Cash was paid in lieu of fractional shares of CECO Common Stock based on the average closing price of CECO Common\nStock on the Nasdaq Stock Market LLC (“Nasdaq”) for the five trading days ending on the last trading day immediately prior\nto the Closing Date.\n\n \n\nIn connection with the Mergers, CECO issued approximately 22.53 million\nshares of CECO Common Stock to former holders of Thermon Common Stock and paid aggregate cash consideration of approximately $329.4\nmillion. The total number of shares of Thermon Common Stock outstanding immediately prior to the effective time of the First Merger was\napproximately 32.94 million.\n\n \n\nThe issuance of shares of CECO Common Stock in the First Merger was\nregistered under CECO’s registration statement on Form S-4 (File No. 333-294924), which was declared effective by the\nSecurities and Exchange Commission (the “SEC”) on April 22, 2026, and such shares were approved for listing on Nasdaq.\n\n \n\n**Treatment of Thermon Equity Awards**\n\n \n\nAt the effective time of the First Merger, each outstanding award\nof restricted 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 CECO and converted into an award of restricted\nstock units with respect to a number of shares of CECO Common Stock (rounded down to the nearest whole share) equal to the product of\n(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\nat 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\napplicable per-share exercise price, net of applicable tax withholding.\n\n \n\n \n\n \n\n \n\nOn the Closing Date, CECO expects to 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 requested that the New York Stock Exchange (the \"NYSE\") file\na Form 25 with the SEC to withdraw its common stock from listing on the NYSE and to deregister its common stock\nunder Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thermon’s obligation\nto file periodic reports under the Exchange Act will be suspended upon the filing of the Form 15 with the SEC.\n\n \n\nThe foregoing description of the Mergers and the Merger Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1\nto this Current Report on Form 8-K and is incorporated herein by reference."}