UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 23, 2026
CECO ENVIRONMENTAL CORP.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
000-07099 |
13-2566064 |
(State or other Jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
5080 Spectrum Drive,
East Tower, Suite 800E
Addison, Texas |
75001 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (214) 357-6181
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Common Stock, par value $0.01 per share |
CECO |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material
Definitive Agreement.
On February 23, 2026,
CECO Environmental Corp., a Delaware corporation (the “Company”), Longhorn Merger Sub, Inc., a Delaware corporation
and direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), Longhorn Merger Sub LLC, a Delaware limited
liability company and direct wholly owned subsidiary of the Company (“Merger Sub LLC”), and Thermon Group Holdings, Inc.,
a Delaware corporation (“Thermon”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).
Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub Inc. will merge with and into Thermon
(the “First Merger”), with Thermon continuing as the surviving entity (the “Surviving Corporation”),
and (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub LLC (the “Second
Merger” and, together with the First Merger, the “Mergers”), with Merger Sub LLC continuing as the surviving
entity and a wholly owned subsidiary of the Company. The First Merger will become effective at a time agreed by the parties to the Merger
Agreement in writing and as specified in a certificate of merger filed with the Secretary of State of the State of Delaware (the “Effective
Time”), and the Second Merger will become effective as specified in a subsequent certificate of merger (the “Second
Merger Effective Time”). Upon consummation of the Mergers and the other transactions contemplated by the Merger Agreement (the
“Transactions”), Thermon and Merger Sub Inc. will cease to exist.
Under the terms of the Merger
Agreement and as more fully described below, at the Effective Time, each share of common stock, par value $0.001 per share, of Thermon
(“Thermon Common Stock”), issued and outstanding immediately prior to the Effective Time (other than those shares of
Thermon Common Stock excluded or constituting dissenting shares pursuant to the Merger Agreement), will be automatically converted into
the right to receive from the Company, pursuant to a properly made election that has actually been received by the Exchange Agent and
not revoked prior to the election deadline to be determined by the Company and Thermon (the “Election Deadline”), and
subject to the proration and allocation procedures set forth in the Merger Agreement, one of the following forms of consideration (i) a
combination of 0.6840 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) and
$10.00 in cash (the “Mixed Consideration”), (ii) $63.89 in cash (the “Cash Consideration”),
or (iii) 0.8110 shares of Company Common Stock (the “Stock Consideration” and, together with the Mixed Consideration
and the Cash Consideration, the “Merger Consideration”).
Under the Merger Agreement,
at the Effective Time, each outstanding Thermon restricted stock unit and performance unit (a “Thermon PU”) will be
assumed by the Company and converted into a restricted stock unit award of the Company based on the Stock Consideration exchange ratio.
For Thermon PUs, the number of Thermon shares underlying such award will be calculated based on target or actual performance (depending
on the status of the applicable performance period), and the converted Company awards will subsequently be subject only to time-based
vesting. Each outstanding Thermon stock option with an exercise price less than the Cash Consideration will be cancelled and converted
into the right to receive an amount in cash equal to the Cash Consideration less the applicable exercise price, while all other Thermon
stock options will be automatically cancelled for no consideration.
The board of directors of
the Company (the “Company Board”) unanimously (i) determined that the Mergers and the other transactions contemplated
by the Merger Agreement (the “Transactions”) are in the best interests of, and are advisable to, the Company and its
stockholders (the “Company Stockholders”), (ii) approved and declared advisable the Merger Agreement and the Transactions,
(iii) directed that the issuance of the Company Common Stock constituting the Stock Consideration to be issued in the First Merger
and other shares of Company Common Stock to be issued in the Mergers or reserved for issuance in connection with the Mergers, in each
case, as provided in the Merger Agreement (the “Stock Issuance”) be submitted to the holders of the Company Common
Stock for their approval and (iv) resolved to recommend that the Company Stockholders approve the Stock Issuance.
At the Effective Time, the
Company Board will be increased from eight to 10 members, and the newly created vacancies on the Company Board will be filled by two
directors currently serving as the members of board of directors of Thermon (the “Thermon Board” and such directors,
the “Thermon Appointees”), one of which will be designated by Thermon, in its sole discretion, and one of which will
be designated by mutual agreement of the Chairman of each of the Company Board and Thermon Board. If the Transactions close
prior to the Company’s 2026 annual meeting of stockholders, the Company agreed to nominate the Thermon Appointees for reelection
to the Company Board at such 2026 annual meeting.
The closing of the Mergers
is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) adoption of the Merger Agreement
by the affirmative vote of the holders of a majority of the outstanding shares of Thermon Common Stock entitled to vote thereon (the “Thermon
Stockholder Approval”), (ii) approval of the Stock Issuance by the affirmative vote of a majority of the shares of the
Company Common Stock present in person or represented by proxy at a meeting of the Company Stockholders and entitled to vote thereon in
accordance with the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”), the Delaware General Corporation
Law and the Company organizational documents (the “Company Stockholder Approval”), (iii) the expiration or termination
of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as any agreement
not to close embodied in a “timing agreement” between the parties to the Merger Agreement and the applicable governmental
entity, (iv) no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any
court of competent jurisdiction being in effect, and no material law having been enacted or promulgated after the date of the Merger Agreement
in any jurisdiction material to the Company and its subsidiaries, taken as a whole, or to Thermon and its subsidiaries, taken as a whole,
that, in any such case, prohibits or makes illegal the consummation of the Mergers, (v) approval for listing on the Nasdaq of the
shares of the Company Common Stock to be issued in the First Merger, (vi) the effectiveness of the Form S-4, (vii) the
accuracy of representations and warranties and compliance with covenants of each party (in each case certain to certain qualifications)
and (viii) with respect to the obligations of Thermon, the receipt of (x) a customary tax opinion of counsel to Thermon and
(y) the adoption by the Company of resolutions increasing the size of the Company Board and appointing the Thermon Appointees, in
each case subject to the standards set forth in the Merger Agreement.
The Merger Agreement contains
customary representations and warranties of the parties to the Merger Agreement relating to their respective businesses, financial statements
and public filings, as applicable, in each case generally subject to customary materiality and knowledge qualifiers. Additionally, the
Merger Agreement provides for customary pre-closing covenants of the Company and Thermon, including covenants relating to conducting their
respective businesses in the ordinary course and refraining from taking certain actions without the consent of the other party. The Company
and Thermon also agreed to use their reasonable best efforts to consummate the Transactions and to obtain regulatory approvals.
The Merger Agreement provides
that, from the date of the Merger Agreement, each of the Company and Thermon will be subject to certain restrictions on its ability to
solicit an alternative Parent Acquisition Proposal (with respect to the Company) or Company Acquisition Proposal (with respect to Thermon)
(each as defined in the Merger Agreement), respectively, from third parties, to provide non-public information to third parties and to
engage in discussions with third parties regarding alternative Parent Acquisition Proposals or Company Acquisition Proposals, as applicable,
subject to customary exceptions.
The Merger Agreement contains
customary termination rights for each of the Company and Thermon, including, among others, by either party if (i) the Mergers have
not been consummated by August 24, 2026 (subject to a limited extension to November 23, 2026 for the sole purpose of obtaining
antitrust clearances), (ii) if required stockholder approvals are not obtained, (iii) upon a change of recommendation by the
other party’s board of directors, (iv) if such party determines to enter into a definitive agreement providing for a Company
Superior Proposal or Parent Superior Proposal (each as defined in the Merger Agreement), as applicable, or (v) upon a material breach
by the other party that would result in the failure of a closing condition and is not cured within the specified time period, in each
case on the terms set forth in the Merger Agreement. In certain circumstances, including specified circumstances following a change of
recommendation by the Thermon Board or the receipt by Thermon of a competing acquisition proposal, Thermon will be required to pay the
Company a termination fee of $74.70 million (the “Thermon Termination Fee”), and in reciprocal specified circumstances,
the Company will be required to pay Thermon a termination fee of $105 million (the “Company Termination Fee”), in each
case on the terms set forth in the Merger Agreement. The foregoing description is qualified in its entirety by reference to the full text
of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
The representations, warranties
and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations,
warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) matters
specifically disclosed in any reports filed by the Company or Thermon with the Securities and Exchange Commission (the “SEC”)
prior to the date of the Merger Agreement (subject to certain exceptions) and (b) confidential disclosures made in confidential disclosure
letters delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger
Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement
or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included
with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors
with any other factual information regarding the parties thereto or their respective businesses. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to
the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction
with the other information regarding the Company and Thermon that is or will be contained in, or incorporated by reference into, the Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company or Thermon files with the SEC.
Financing
In connection with, and concurrently
with the entry into, the Merger Agreement, the Company entered into a debt commitment letter (the “Commitment Letter”)
dated February 23, 2026 with Bank of America, N.A. and BofA Securities, Inc. (“BofA”), pursuant to which
BofA has committed, subject to satisfaction of standard conditions, to provide the Company with an incremental term loan facility in an
aggregate principal amount of $200 million (the “Committed Loan Facility”) and contemplates utilizing up to $365 million
of revolving credit loans under the Company’s existing credit facility, subject to obtaining certain requisite amendments under
the Company’s existing credit facility. In the event these amendments are not obtained on or prior to the closing date of the merger,
the Commitment Letter also provides a $700 million senior secured revolving credit facility to backstop and refinance the Company’s
existing credit facility in full. The funding of these commitments is subject to customary conditions, including the consummation of the
Mergers. The Company currently intends to fund the Transactions and related fees, costs and expenses with a combination of cash on hand,
borrowings under the Company’s existing credit facility, subject to obtaining certain requisite amendments and, to the extent necessary,
borrowings under the Committed Loan Facility.
Voting Agreements
Concurrently with the execution
of the Merger Agreement, each of Jason DeZwirek, his affiliates Icarus Investment Corp. and 0to100 Inc., and Todd Gleason (collectively,
the “Supporting Stockholders”), beneficially owning approximately 15.2% of the outstanding shares of Company Common
Stock, entered into voting agreements with the Company and Thermon (the “Voting Agreements”), pursuant to which the
Supporting Stockholders have agreed, among other things, to (i) refrain from transferring, selling, pledging, or otherwise disposing
of any of their shares of Company Common Stock, subject to certain exceptions, (ii) vote all of their shares (A) in favor of
the Stock Issuance and any other proposal considered and voted upon by the Company Stockholders at any meeting of the Company Stockholders
necessary for consummation of the transactions contemplated by the Merger Agreement, including the Mergers, (B) against any (1) Parent
Acquisition Proposal (as defined in the Merger Agreement), (2) reorganization, recapitalization, dissolution, liquidation or winding
up of Parent or any of its Subsidiaries; and (3) action, proposal or agreement that would reasonably be expected to (x) result
in a breach, in any material respect, of any covenant, representation or warranty of the Company, Merger Sub Inc. or Merger Sub LLC under
the Merger Agreement or (y) prevent or materially delay or adversely affect the consummation of the Mergers, and (iii) grant
an irrevocable proxy to enforce such voting obligations. The Voting Agreements terminate upon the earliest of the Effective Time, the
termination of the Merger Agreement, the receipt of the Company Stockholder Approval, the occurrence of an adverse recommendation by the
Company Board or the date the Merger Agreement is amended in certain specified manners.
The foregoing description
of the Voting Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form
of Voting Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On February 24, 2026,
the Company and Thermon issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement
and the entry into the foregoing transactions. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into
this Item 7.01 by reference. In addition, the Company provided supplemental information regarding the proposed Transactions in connection
with presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2.
In accordance with General
Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to
buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication is being
made in respect of the proposed Transactions involving the Company and Thermon, among other things. The issuance of shares of Company
Common Stock in connection with the Transactions will be submitted to the Company Stockholders for their consideration, and the proposed
merger transaction will be submitted to the stockholders of Thermon for their consideration. In connection therewith, the Company intends
to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a joint
proxy statement/prospectus. Each of the Company and Thermon may also file other relevant documents with the SEC regarding the proposed
transaction. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or any other document
that the Company or Thermon, as applicable, may file with the SEC in connection with the proposed transaction. After the Registration
Statement has been declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to the stockholders of
the Company and Thermon. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND THERMON
ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, Thermon, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors
and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus, as well as
other filings containing important information about the Company, Thermon and the proposed transaction, once such documents are filed
with the SEC through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by the Company
will be available free of charge on the Company’s website at https://investors.cecoenviro.com/. Copies of the documents filed with
the SEC by Thermon will be available free of charge on Thermon’s website at https://ir.thermon.com. The information included on,
or accessible through, the Company’s or Thermon’s website is not incorporated by reference into this communication.
Participants in the Solicitation
The Company, Thermon and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction.
Information about the directors
and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise,
is set forth in (i) the Company’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC
on April 10, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/3197/000155837025004649/ceco-20250520xdef14a.htm),
(ii) a Form 8-K filed by the Company on July 24, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000003197/000095017025098303/ceco-20250718.htm),
(iii) a Form 8-K filed by the Company on September 16, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000003197/000119312525204657/ceco-20250912.htm)
and (iv) to the extent holdings of the Company’s securities by the directors or executive officers of the Company have changed
since the amounts set forth in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been
or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership
on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0000003197.
Information about the directors
and executive officers of Thermon, including a description of their direct or indirect interests, by security holdings or otherwise, is
set forth in (i) Thermon’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 18,
2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1489096/000148909625000097/thr-20250618.htm), (ii) a Form 8-K
filed by Thermon on July 1, 2025 (as amended July 15, 2025) (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001489096/000148909625000115/thr-20250701.htm)
and (iii) to the extent holdings of Thermon’s securities by the directors or executive officers of Thermon’s have changed
since the amounts set forth in Thermon’s proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been or
will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership
on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001489096.
Other information regarding
the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free copies of these documents from the Company and Thermon
using the sources indicated above.
Forward Looking Statements
This Current Report on Form 8-K
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. All statements, other than statements of historical fact, included in this Form 8-K that address events, or developments
that the Company and Thermon expect, believe, or anticipate will or may occur in the future are forward-looking statements. The words
“intend,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking
statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Transactions, pro forma descriptions
of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance.
However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
There are a number of risks
and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Current Report
on Form 8-K. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and
terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or
cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change
or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that stockholders of the Company
or Thermon may not approve the Transaction, the risk that the parties may not be able to satisfy the conditions to the Transaction in
a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the
risk that any announcements relating to the Transactions could have adverse effects on the market price of the Company’s common
stock or Thermon’s common stock, the risk that the Transactions and its announcement could have an adverse effect on the ability
of the Company and Thermon to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers
and on their operating results and businesses generally, the risk the pending Transactions could distract management of both entities
and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which
may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be
unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause
actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Company’s
or Thermon’s control, including those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K that are available on its website at https://investors.cecoenviro.com and on the SEC’s website
at https://www.sec.gov, and those detailed in Thermon’s annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K that are available on Thermon’s website at https://ir.thermon.com and on the SEC’s website
at https://www.sec.gov. All forward-looking statements are based on assumptions that the Company or Thermon believe to be reasonable but
that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by the Company and Thermon
in light of their perceptions of current conditions, expected future developments, and other factors that the Company and Thermon believe
are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties. Forward-looking
statements are not guarantees of future performance and actual events may be materially different from those expressed or implied in the
forward-looking statements. The forward-looking statements in this Current Report on Form 8-K speak as of the date of this Current
Report on Form 8-K.
Neither the Company nor Thermon
undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information,
future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits:
Exhibit
No. |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of February 23, 2026, by and among the Company, Merger Sub Inc., Merger Sub LLC and Thermon. |
| 10.1 |
|
Form of Voting Agreement. |
| 99.1 |
|
Joint Press Release, dated as of February 24, 2026, announcing the execution of the Merger Agreement. |
| 99.2 |
|
Investor Presentation, dated as of February 24, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: February 24, 2026 |
|
CECO ENVIRONMENTAL CORP. |
| |
|
|
| |
By: |
/s/ Kiril Kovachev |
| |
|
Kiril Kovachev |
| |
|
Chief Accounting Officer |
