CECO Environmental (NASDAQ: CECO) sets stock-based targets for CFO

Rhea-AI Filing Summary

CECO Environmental Corp. reported that its Chief Financial Officer, Peter K. Johansson, received an equity grant of 30,000 performance-based restricted stock units (PSUs) under the company’s 2021 Equity and Incentive Compensation Plan on September 12, 2025. These PSUs will vest four years from the grant date only if he remains employed with the company at the vest date and the company’s stock price reaches at least $60.00 for 20 or more consecutive trading days during the four-year performance period. The award also allows for additional payouts up to a maximum of 200% of the granted units if higher stock price targets described in the Equity Award Agreement are achieved.

Understanding 8-K Material Events →

0000003197false00000031972025-09-122025-09-12

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): September 12, 2025

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

Delaware		000-7099		13-2566064
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5080 Spectrum Drive Suite 800E Addison, Texas		75001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 357-6181

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:

☐ 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. ☐

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2025, Peter K. Johansson, the Chief Financial Officer of CECO Environmental Corp. (the "Company") received an equity grant of 30,000 performance-based restricted stock units (“PSUs”) under the Company’s 2021 Equity and Incentive Compensation Plan. The PSUs will vest four years from the grant date only if (i) Mr. Johansson is still employed by the Company at the vest date, and (ii) the Company’s stock price reaches at least $60.00 (with additional payouts up to a maximum of 200% if the Company's stock price reaches additional stock price targets as outlined in the Equity Award Agreement, as defined herein) for 20 or more consecutive trading days during the four-year performance period. The terms of the PSU award are documented within an equity award agreement between the Company and Mr. Johansson, dated September 12, 2025 (the “Equity Award Agreement”).

The foregoing description of the Equity Award Agreement is a summary only and is qualified in its entirety by reference to the full text of the Equity Award Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Equity award agreement between the Company and Peter K. Johansson, dated September 12, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 16, 2025				CECO Environmental Corp.
				By:		/s/ Kiril Kovachev
						Kiril Kovachev
						Chief Accounting Officer

FAQ

What equity award did CECO (CECO) grant to its CFO?

CECO Environmental granted its Chief Financial Officer, Peter K. Johansson, an equity award of 30,000 performance-based restricted stock units (PSUs) under the 2021 Equity and Incentive Compensation Plan.

When do Peter K. Johansson’s 30,000 PSUs from CECO vest?

The 30,000 PSUs granted to Peter K. Johansson will vest four years from the September 12, 2025 grant date, subject to employment and stock price conditions.

What stock price conditions apply to CECO’s PSU grant to its CFO?

The PSUs will vest only if CECO’s stock price reaches at least $60.00 for 20 or more consecutive trading days during the four-year performance period, in addition to the continued employment requirement.

Can the number of PSUs paid to CECO’s CFO exceed 30,000?

Yes. The award provides for additional payouts up to a maximum of 200% of the granted PSUs if CECO’s stock price reaches additional targets described in the Equity Award Agreement.

Under which plan was the PSU award to CECO’s CFO granted?

The PSU award to Peter K. Johansson was granted under CECO Environmental’s 2021 Equity and Incentive Compensation Plan.

Where can investors find the full terms of CECO’s PSU award to its CFO?

The full terms are set out in the Equity Award Agreement dated September 12, 2025, which is filed as Exhibit 10.1 to the report.