CECO (NASDAQ: CECO) plans $2.2B Thermon merger in cash-stock deal
Rhea-AI Filing Summary
CECO Environmental Corp. agreed to acquire Thermon Group Holdings in a cash-and-stock merger valued at approximately $2.2 billion, creating a larger industrial environmental and thermal solutions company.
Thermon shareholders can elect for each share either $63.89 in cash, 0.8110 CECO shares, or a mix of $10.00 in cash plus 0.6840 CECO shares, subject to proration. The mixed option values Thermon at about $63.13 per share, a 26.8% premium to Thermon’s prior close. After closing, CECO and Thermon investors are expected to own roughly 62.5% and 37.5% of the combined company, respectively.
CECO has committed financing including a $200 million incremental term loan and access to revolving credit facilities, and intends to fund the deal with cash on hand and debt. The transaction, unanimously approved by both boards and supported by CECO holders owning about 15.2% of the vote, is targeted to close in mid-2026, subject to shareholder approvals, regulatory clearances, Nasdaq listing of new shares, and other customary conditions. Two Thermon directors will join CECO’s board at closing.
Positive
- Strategic scale and diversification: The approximately $2.2 billion Thermon acquisition adds complementary industrial process heating and thermal management capabilities, expands exposure to energy transition and infrastructure end-markets, and is framed as supporting sustained double-digit growth with Thermon shareholders owning about 37.5% of the combined company.
Negative
- Higher leverage and deal-contingent risks: Funding with cash plus a $200 million incremental term loan and large revolving facilities will increase debt, while closing depends on shareholder approvals, regulatory clearances, and carries sizable termination fees of $74.70 million or $105 million in certain break scenarios.
Insights
CECO’s $2.2B Thermon deal is a sizable, strategy-shaping merger funded partly with new debt.
CECO is pursuing a transformative acquisition of Thermon in a
Strategically, the combination adds industrial process heating and thermal management to CECO’s environmental solutions portfolio, broadening end-market exposure in areas like energy transition, power generation, and infrastructure. Management highlights expectations for sustained double-digit growth and an enhanced financial profile, although specific synergy targets are not quantified here.
Financing relies on cash plus borrowings, including a
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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 |
Exhibit 99.1
CECO Environmental Announces Strategic Combination with Thermon Group, Creating a Global Industrial Leader in Delivering Mission-Critical Environmental and Thermal Solutions
Combined Company will Continue as CECO Environmental Under CEO Todd Gleason
Adds Highly Complementary Industrial Process Heating and Thermal Management Capabilities
Transaction Funded with Stock and Cash Expected to Deliver a Platform with Sustained Double-Digit Growth and Enhanced Financial Profile
CECO Today Separately Released Fourth Quarter and Full Year 2025 Results; Company to Host Investor Call at 8:30 AM ET
ADDISON, TX and AUSTIN, TX – February 24, 2026 – CECO Environmental Corp. (Nasdaq: CECO) (“CECO”), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment and industrial equipment, and Thermon Group Holdings, Inc. (NYSE: THR) (“Thermon”), a diversified industrial technology company and a global leader in industrial process heating solutions, today announced the companies have entered into a definitive agreement to combine in a stock and cash transaction valued at approximately $2.2 billion.
The combination will meaningfully extend CECO’s leadership in industrial environmental and thermal solutions by adding Thermon’s established position in process heating, heat tracing and temperature management, creating a world-class industrial solutions platform. Thermon’s technologies will enhance CECO’s exposure to durable secular trends, including energy transition, power generation, industrial reshoring, infrastructure development, decarbonization, and tightening environmental regulations, while deepening its role in mission critical customer applications where reliability, safety and efficiency are essential. The combination brings together two highly complementary businesses, creating opportunities to accelerate growth through expanded customer relationships and global reach.
“This transaction with Thermon strategically strengthens our position as a premier engineered solutions provider,” said Todd Gleason, Chief Executive Officer of CECO. “Thermon adds highly complementary industrial heating and thermal capabilities supported by attractive secular growth drivers, along with strong margins, disciplined execution, and a culture aligned with our own. Together, we will build on our shared histories to deliver a broader, more integrated set of mission-critical solutions for our customers and drive long-term growth and value for our stakeholders. We are excited to welcome the Thermon team to CECO and unite our two great organizations.”
“Today’s announcement marks an important step forward in our evolution toward an integrated platform, combining two leading industrial portfolios to advance our shared goal of delivering mission critical solutions across a broad range of end markets,” said Bruce Thames, President and Chief Executive Officer of Thermon. “This transaction expands the portfolio of solutions Thermon’s businesses can now offer our customers along with expanded geographic and market reach. CECO’s industrial air quality, emissions control and water treatment solutions, as well as its aligned cultural values as an industry leader providing engineered solutions to solve complex customer challenges, make it an exceptional combination for Thermon and our outstanding employees as we continue to grow to meet the needs of our expanding customer base. I thank the dedicated Thermon team around the globe who have helped us achieve this positive outcome for our company, employees, customers and shareholders and what it means for our future.”
Compelling Transaction Benefits
The combination of CECO and Thermon is expected to result in significant strategic, operational and financial benefits.
| · | Combines highly complementary businesses and creates an enterprise with the scale and scope to deliver against our respective customers’ increased requirements and larger orders: The combined company will bring together two fully complementary portfolios in industrial thermal and environmental solutions, with leadership positions in attractive and growing markets. |
| · | Provides customers with a comprehensive platform of industrial solutions designed to protect their people, equipment and processes, and the environment: Once the transaction is complete, CECO will have an industry leading portfolio with global leadership positions in critical thermal and acoustic management, emissions control, industrial air quality, natural gas transport and treatment, and industrial water treatment applications. |
| · | Unlocks significant value through cost synergies: The combined company is expected to generate approximately $40 million of annual cost synergies within 36 months. |
| · | Increased diversification and resilience: Following the close of the transaction, CECO will have a more balanced revenue mix with increased exposure to short-cycle and aftermarket product and service revenues. |
| · | Creates a sustained value creation platform with an enhanced financial profile: The combined company’s direct exposure to durable global secular trends in energy transition, power generation, industrial reshoring, infrastructure development, decarbonization and tightening environmental regulations is expected to deliver strong incremental annual growth. |
| · | Provides opportunities for employees: The combined company will unite two highly skilled and experienced teams and have a greater ability to attract, develop and retain employees and create long-term opportunities for career growth. |
Transaction Details and Timing
Under the terms of the agreement, Thermon shareholders will have the ability to elect to receive, for each share of Thermon common stock they own, one of the following forms of consideration: (i) mixed consideration consisting of $10.00 in cash and 0.6840 shares of CECO common stock, (ii) all-cash consideration of $63.89 per share, or (iii) all-stock consideration of 0.8110 shares of CECO common stock per share, in each case subject to proration and allocation procedures designed to ensure that the aggregate amount of cash and stock paid in the transaction does not exceed specified limits. Thermon shareholders who do not make an election will receive the mixed consideration. The mixed consideration represents a total per share value of approximately $63.13, based on the closing stock price of $77.68 per share of CECO on February 23, 2026 which represents a 26.8% premium to the closing stock price of $49.77 per share of Thermon on February 23, 2026. Upon completion of the transaction, CECO and Thermon shareholders are expected to own approximately 62.5% and 37.5%, respectively, of the combined company.
Jason DeZwirek, Chairman of the Board of Directors of CECO, and certain related holders have agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 15.2% of the aggregate voting power of CECO, in favor of the transaction.
The transaction, which has been unanimously approved by the board of directors of both companies, is anticipated to close in mid-2026, subject to satisfaction of customary closing conditions.
Following completion of the transaction, CECO will continue to be led by Chief Executive Officer Todd Gleason and the CECO Board of Directors, which will include two members of the current Thermon Board of Directors.
Fourth Quarter and Full Year 2025 Results
In a separate press release issued today, CECO reported its financial results for the fourth quarter and full year of 2025.
CECO’s press release is available at https://investors.cecoenviro.com/.
Conference Call and Webcast Information
CECO will host a conference call and webcast, today, February 24, at 8:30 AM ET to discuss the transaction and its fourth quarter and full year 2025 results. Participants may access the webcast, including an associated presentation, on the Investor Relations section of the CECO website. To receive the dial-in info and unique pin, please register at https://register-conf.media-server.com/register/BIef187ad40fff4b6eaf15a109421408ae.
Advisors
Citi is serving as lead financial advisor to CECO, TD Securities is also serving as financial advisor, and Gibson, Dunn & Crutcher LLP is serving as legal advisor. Joele Frank, Wilkinson Brimmer Katcher is serving as CECO’s strategic communications advisor. In support of this transaction, CECO has obtained a committed financing package from BofA Securities, Inc.
Morgan Stanley & Co. LLC is serving as financial advisor to Thermon, and Sidley Austin LLP is serving as legal advisor.
About CECO
CECO Environmental is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative solutions and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO solutions improve air and water quality, optimize emissions management, and increase energy efficiency for highly-engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, electric vehicle production, polysilicon fabrication, semiconductor and electronics, battery production and recycling, specialty metals and steel production, beverage can, and water/wastewater treatment and a wide range of other industrial end markets. CECO is listed on Nasdaq under the ticker symbol "CECO." Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please visit www.cecoenviro.com.
About Thermon
Thermon is a diversified industrial technology company and a global leader in industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution solutions. We deliver engineered solutions that enhance operational awareness, safety, reliability, and efficiency to deliver the lowest total cost of ownership. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.
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 merger transaction (the “Proposed Transaction”) involving Thermon Group Holdings, Inc. (“Thermon”) and CECO Environmental Corp. (“CECO”), among other things. The issuance of shares of CECO common stock in connection with the Proposed Transaction will be submitted to the stockholders of CECO for their consideration, and the Proposed Transaction will be submitted to the stockholders of Thermon for their consideration. In connection therewith, CECO 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 CECO 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 CECO 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 CECO and Thermon. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CECO 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 CECO, 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 CECO, 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 CECO will be available free of charge on CECO’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, CECO’s or Thermon’s website is not incorporated by reference into this communication.
Participants in the Solicitation
CECO, 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 CECO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) CECO’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 CECO 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 CECO 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 CECO’s securities by the directors or executive officers of CECO have changed since the amounts set forth in CECO’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 CECO and Thermon using the sources indicated above.
Forward-Looking Statements
This communication 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 CECO 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 communication, but are not limited to, statements regarding the Proposed Transaction, 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 communication. These include the expected timing and likelihood of completion of the Proposed Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Proposed Transaction that could reduce anticipated benefits or cause the parties to abandon the Proposed 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 CECO or Thermon may not approve the Proposed Transaction, the risk that the parties may not be able to satisfy the conditions to the Proposed Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Proposed Transaction, the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of CECO’s common stock or Thermon’s common stock, the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of CECO 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 Proposed Transaction 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 CECO’s or Thermon’s control, including those detailed in CECO’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 CECO 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 CECO and Thermon in light of their perceptions of current conditions, expected future developments, and other factors that CECO 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 communication speak as of the date of this communication.
Neither CECO 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 the date hereof.
Contacts:
CECO Contacts:
Marcio Pinto
Vice President - Financial Planning & Investor Relations
Investor.Relations@OneCECO.com
Investor Relations:
Steven Hooser and Jean Marie Young
Three Part Advisors, LLC
214-872-2710
Investor.Relations@OneCECO.com
Thermon Contact
Ivonne Salem
Vice President, FP&A and Investor Relations
Investor.Relations@thermon.com
Media:
Ed Trissel / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
CECO-JF@joelefrank.com
Exhibit 99.2
| February 24, 2026 Q4 2025 Earnings Release and CECO Environmental Combination with Thermon Group |
| L E G A L D I S C L O S U R E S Forward-Looking Statements This presentation 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 presentation that address events, or developments that CECO Environmental Corp. (“CECO”) expects, believes, or anticipates 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. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements in this presentation include, but are not limited to, statements regarding the proposed combination of CECO and Thermon Group Holdings, Inc. (“Thermon”), pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this presentation. 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 between CECO and Thermon, the possibility that stockholders of CECO 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 transaction could have adverse effects on the market price of CECO‘s common stock, the risk that the transaction and its announcement could have an adverse effect on the ability of CECO 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 transaction 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 CECO’s control, including those detailed in CECO’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. All forward-looking statements are based on assumptions that CECO believes to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by CECO in light of their perceptions of current conditions, expected future developments, and other factors that CECO believes 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 presentation speak as of the date of this presentation. Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EPS, and free cash flow (collectively, the "Non-GAAP Measures"). Management believes these measures provide useful supplemental information regarding the operating performance of CECO , both on a standalone and pro forma combined basis with Thermon. Non-GAAP Measures should not be considered in isolation or as a substitute for any measure of financial performance or liquidity derived in accordance with GAAP. These measures have limitations as analytical tools, and similarly titled measures used by other companies may not be comparable. Reconciliations of each Non-GAAP Measure to its most directly comparable GAAP measure are set forth in the appendix to this presentation. 2 |
| L E G A L D I S C L O S U R E S No Offer or Solicitation This presentation 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 presentation is being made in respect of the proposed merger transaction involving CECO and Thermon. The issuance of shares of CECO common stock in connection with the proposed merger transaction will be submitted to the stockholders of CECO for their consideration, and the proposed merger transaction will be submitted to the stockholders of Thermon for their consideration. In connection therewith, CECO 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 CECO 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 CECO 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 CECO and Thermon. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CECO 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 CECO, 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 CECO, 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 CECO will be available free of charge on CECO’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, CECO’s or Thermon’s website is not incorporated by reference into this communication. Participants in the Solicitation CECO, 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 CECO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) CECO’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 CECO 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 CECO 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 CECO’s securities by the directors or executive officers of CECO have changed since the amounts set forth in CECO’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 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 CECO and Thermon using the sources indicated above. 3 |
| Q4 Earnings & Transaction Summary CECO Market and Business Momentum Continues. Combination with Thermon Creates Substantial Value C E C O S T A N D A L O N E E A R N I N G S C A L L Announcing the strategic combination of CECO Environmental and Thermon Group, Creating a Global Industrial Leader in Delivering Mission-Critical Environmental and Thermal Solutions Cash and Stock Transaction Expected to Deliver a Platform with Sustainable Double-Digit Growth and Enhanced Financial Profile Todd Gleason to be CEO of the combined Company 2025 Q4 and FY Earnings + Raising 2026 Outlook Closed 2025 with a set of Financial Records • Orders ~ $1.1B … Book-to-Bill of ~ 1.4x • Revenue and Adjusted EBITDA aligned with guidance • Q4 EBITDA margins ~ 14% Combined Company will trade as CECO Environmental (NASDAQ: CECO) Strong Start to 2026 … Raising Financial Outlook1 • Market Momentum Continuing in 2026 ….Expect Q1 Bookings to be new record • PowerGen order of ~ $120M booked in January • Raising FY’26 outlook for Orders, Revenue and Adj. EBITDA Note: All financial data is non-inclusive of the Thermon combination. Note: CECO 2026 Outlook excludes impact of Thermon Group combination. 4 |
| Q4 & FY 2025 EARNINGS and FY 2026 OUTLOOK 5 |
| Executive Summary Finished 2025 Strong with Record Revenue, EBITDA and Backlog ... Raising 2026 Full Year Outlook 2 0 2 5 F I N A N C I A L R E S U L T S Q4 2025 = ANOTHER RECORD QUARTER +47% Backlog +50% Orders +35% Revenue +57% Adj EBITDA 13.9% Adj EBITDA margin up 180+ bps FULL YEAR 2025 = STRONG PERFORMANCE RAISING STANDALONE 2026 OUTLOOK >$1.2B Orders $925 - 975M Revenue $115 - 135M Adj. EBITDA Record backlog Starting year with record pipeline Volume conversion and G&A leverage ✓ ✓ $793M Backlog, +47% $1,064M Bookings, +59% $774M Revenue, +39% $90.3M Adj EBITDA, +44% with 40+ bps of margin expansion ✓ Q1 Orders well ahead of prior year ✓ % = Year over Year performance Margins Note: All financial data is non-inclusive of the Thermon combination. 6 |
| Order Momentum Continues 2 0 2 5 F I N A N C I A L R E S U L T S $228 $274 $233 $329 Q1'25 Q2'25 Q3'25 Q4'25 $270 Q1'26 QTD Q1 '26 Outlook Expect New Record Energy Transition Industrial Air Industrial Water • QTD momentum in Power Gen continues with orders >$150M with more expected • Natural gas infrastructure pipeline converting to supply fuel gas to Power Gen and LNG projects • Continued strong demand in global Semiconductor and Electronics • Steady demand from Metals Processing and General Industrial applications tied to Reshoring • U.S. Food and Beverage opportunities • Middle East produced water and sea water treatment packages awards closing ($MM) +57% YoY +95% YoY +44% YoY +50% YoY 2025 2026 Note: All financial data is non-inclusive of the Thermon combination. 7 |
| Q4 and Full Year 2025 Financial Performance Q4’25 YoY FY YoY Backlog $793M 47% $793M 47% Orders Book to Bill $329M 1.53x 50% $1,064M 1.37x 59% Revenue $215M 35% $774M 39% Gross Profit Margin % $75.4M 35.1% 33% (65bps) $269M 34.8% 37% (39bps) Adj. EBITDA Margin % $29.8M 13.9% 57% +183bps $90.3M 11.7% 44% 41bps • 5 th consecutive quarter > $200M; average ~$256M • Power Gen with 4 significant project bookings in 2025 > $40M … total of $300M • Strong Orders in Semicon/Electronics, Industrials, LNG, Midstream and Int’l Water • FY Gross Margins of ~35%, down slightly as ongoing OpEx productivity and additional short-cycle volume offset by legacy backlog project mix • YoY Up ~$56M and $216M for Q4 and FY, respectively • FY +25% organically and added +14% inorganically • Growth offset ($25M+) related to1H’25 sale of Global Pump Business • 2H: Up ~$14% sequentially and 40% YoY on continued strong orders • FY Adj EBITDA up $28M YoY on higher volume, productivity, and G&A leverage • SG&A rate lower YoY on operational leverage partially offset by $0.8M of expenses for strategic reductions in legal entity complexity KEY HIGHLIGHTS 2 0 2 5 F I N A N C I A L R E S U L T S 8 |
| Sustaining Strong Gross Margin Levels TTM basis (TTM GP/TTM Revenue) Continuing Progress on Productivity, Price/Mix, and Project Execution 2 0 2 5 F I N A N C I A L R E S U L T S $128 $171 $181 $191 $193 $196 $213 $231 $251 30.3% 31.4% 32.4% 33.6% 34.8% 35.2% 35.0% 35.2% 35.0% 34.8% 29. 0% 31. 0% 33. 0% 35. 0% 37. 0% 39. 0% 100 .0 120 .0 140 .0 160 .0 180 .0 200 .0 220 .0 240 .0 260 .0 Q4'22 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 ($MM) TTM = Trailing 12 Month • Q4 Margins up sequentially as expected • Strong Short Cycle mix as well as sunset of projects with realized margin tailwinds • Sustained Execution and Sourcing Focus • Price and Cost Actions to Mitigate Inflation • Focus on EBITDA Margin • Wave 1 of “80/20” Improvements $269 Period % 32.3% 34.6% 35.7% 35.6% 33.4% 35.8% 35.2% 36.2% 32.7% 35.1% +110% Q4 Comments 2026+ Actions TTM % 9 |
| Full Year 2025 Cash Flow and Indebtedness Update Efficiently Managing Debt and Liquidity Levels to Support Growth and Investment Needs 2 0 2 5 F I N A N C I A L R E S U L T S ($MM) YTD 2024 YTD 2025 YoY GAAP Net Income (incl. NCI) $14.4 $53.1 $38.7 D&A $14.5 $24.9 Gain on Sale -- $(63.7) Working Capital $(13.6) $(17.9) Other Net Operating Assets $9.4 $24.5 Operating Cash Flow $24.8 $20.9 $(3.9) CapEx $(17.4) $(11.3) $6.1 Free Cash Flow $7.4 $9.6 $2.2 Dec 31, 2024 $216.9 Cash Used / (Generated) from Ops $(20.9) M&A + CapEx Investments [Net] $1.1 Net Bank Debt Activity $(8.3) Other Cash Used / (Generated) $19.8 Dec 31, 2025 $208.6 Notes: ‒ “Borrowing Capacity” is the lower of 1) EBITDA x Sr. Lev. Ratio Cap less Revolver Debt or 2) Total Revolver Capacity less Revolver Debt + Letters of Credit. ‒ Cash Proceeds from GPS Divestiture are classified as Investing Cash Flows. ‒ See definition of Adjusted Cash Flow in Appendix. 2.6x 2.2x Dec 31. 2024 Dec 31. 2025 $69 $124 Dec 31. 2024 Dec 31. 2025 1) Leverage Ratio = Net Debt / TTM Bank EBITDA; 2) Net Debt = $208.6 – 33.1 = $175.5 3) Capacity = Current Revolver Credit Facility Capacity + Net US & Canada Cash FREE CASH FLOW GROSS DEBT POSITION LEVERAGE RATIO 1, 2 CAPACITY 3 10 |
| * Starting Backlog – Revenue + Net Orders +/- FX + Acquired Backlog = Ending Backlog ($MM) B2B = Book to Bill $214 $312 $371 $390 $391 $438 $541 $602 $688 $720 $793 $91 $151 $128 $145 $141 $162 $219 $228 $274 $233 $329 $94 $116 $154 $126 $138 $136 $159 $177 $185 $198 $215 0 40 80 120 160 200 240 280 320 360 400 440 0 40 80 120 160 200 240 280 320 360 400 440 480 520 560 600 640 680 720 760 800 840 Q4'21 Q4'22 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Backlog Orders Revenue Book-to-Bill FY’22 FY’23 ~ 1.2x ~ 1.1x ~1.2x FY’21 ~ 1.1x FY’24 ~1.4x 1H’25 ~3.7x ~1.5x Q4’25 Record Backlog Trend Continues Backlog + Pipeline Supports Sustainable Double-Digit Growth Outlook 2 0 2 5 F I N A N C I A L R E S U L T S 11 |
| Raising Full Year 2026 Outlook Initial Guidance Oct’25 > 1.1x > $1B 850 – 950 110 – 130 50 – 60% Raising FY Outlook (Standalone CECO) > 1.2x Off To Great Start 925 – 975 YoY +23% at midpt. 115 – 135 YoY +38% at midpt. YoY +145bps 50%+ • Record YE2025 backlog; >65% converting in ‘26 • Power and Industrial Water Projects underway • Ongoing OpEx Productivity + SG&A leverage • Wave 1 of CECO’s 80/20 journey • Strong FCF finish to FY‘25 - expect to continue FY’26 • Increased focus on working capital management − Receivables / DSO Reduction program − Improved Inventory Management with ERPs − Consolidating Supplier Payables processes Orders/B-2-B (book to bill) Revenue Adj EBITDA Adj Free Cash Flow % of Adj. EBITDA • Record Pipeline of Opportunities of ~ $6.5B 2 0 2 6 F I N A N C I A L O U T L O O K ($MM) KEY DRIVERS Note: All financial data is non-inclusive of the Thermon combination. 12 |
| Protecting people, the environment, and industrial equipment — built for scale, positioned for growth, engineered for resilience. Creating a Global Industrial Leader in Delivering Mission-Critical Environmental and Thermal Solutions C E C O E N V I R O N M E N T A L + T H E R M O N G R O U P 13 |
| L E A D E R S H I P C O N V I C T I O N A Shared Vision for the Future – Stronger Together Engineered for sustained growth, premier performance, and enduring value creation. “Thermon adds highly complementary heating and thermal capabilities supported by attractive secular growth drivers, along with strong margins, disciplined execution, and a culture aligned with our own. Together, we will build on our shared histories to deliver a broader, more integrated set of mission-critical solutions for our customers and drive long-term growth and value for our stakeholders.” Todd Gleason Chief Executive Officer, CECO Environmental “This transaction expands the portfolio of solutions we can now offer our customers while creating a business with greater scale to enable and accelerate profitable growth. CECO’s capabilities and aligned cultural values, make it the ideal combination for Thermon as we continue to grow to meet the needs of our expanding customer base.” Bruce Thames Chief Executive Officer, Thermon Group 14 |
| C E C O & T H E R M O N C O M B I N A T I O N : P R O F O R M A Key Terms & Financial Impact ~$40M+ Cost Synergies by Year 3 Transaction Value ~$2.2B Consideration $10.00 cash + 0.6840 CECO shares All-cash and all-stock subject to proration Implied Multiple ~17.0x Adj. EBITDA Implied Multiple Incl. Synergies ~13.0x Adj. EBITDA Implied Ownership CECO ~62.5% / Thermon ~37.5% Expected Close In mid-2026 KEY TERMS Combined Revenue (CY26) ~$1.5B Combined PF Adj. EBITDA (CY26) ~$296mm (incl. synergies) 1 EBITDA Margin ~19.5%+ 1 Adj. EPS Accretion Significant accretion in Year 1 Pro Forma Net Leverage ~<2.5x 2 FINANCIAL IMPACT CASH FUNDING Cash component funded through existing credit facilities; equity component via CECO common stock issuance to Thermon shareholders. 1 Full synergy run-rate of $40M. 2 Pro forma net leverage = net debt as of 06/30/2026 giving effect for transaction including cash roll-forward estimates / LTM pro forma Adj. EBITDA as of 06/30/2026 with 50% credit to synergies. “Platform of Scale” “Strong Earnings Base” “High-Quality Margins” “Unlocking Value” “Capacity for Growth Investment” Note: All financial data is inclusive of the Thermon combination. 15 |
| B U S I N E S S P R O F I L E Thermon at a Glance Global leader and end-to-end solution provider of process heat, temperature management, and asset protection with strong aftermarket presence. Revenue by Geography Americas ~ 80% EMEA ~ 13% APAC ~ 7% Revenue by Type OPEX / Small Project, Product 1 ~ 83% CAPEX / Large Project ~ 17% 1 includes aftermarket sales of ~60% of revenues Small Project ~ 25% Product ~ 48% Services ~ 10% TTM as of December 31, 2025 ~$520+ Revenue (TTM) ~85% OPEX Sales (TTM) ~45% Gross Margin (TTM) ~23% Adj. EBITDA Margin (TTM) ($MM) 16 |
| SUSTAINABLE COMPETITIVE ADVANTAGES Forced Air Heaters Moving Rail Heating Railway Switch Heaters Electric Heating Tubing Bundles Steam of Fluid Heated Tubing Bundles Preinsulated Tubing Bundles GenesisTM Network CompuTrace VisiTrace 3D Full Range of Heating Technologies and Solutions and Sustainable Competitive Advantage Robust global product certification portfolio Capacity and technology to execute world’s largest projects Direct sales model and customer relationships R&D engine to deliver industry leading technology and solutions Global installed base Unmatched breadth of end-to-end solutions with established global brands Software, engineering, and technical services Circulatic® Modulatic® Hi-R-Temp® Thermal Fluid Heater Electrode Boiler Electric Steam Boiler Fuel-Fired Superheaters CORE PRODUCTS & TECHNOLOGIES Electric Heat Tracing Cables Heat Transfer Compounds Steam Tracing Products System Accessories Heat Tracing Cables Controls & Monitoring Systems Design & Installation Services Heat Trace Electric, Environmental and Explosion-proof Heaters Thawing & Heating Blankets Immersion Heater Engineered Systems Liquid Load Bank Heating Systems Boilers Tubing Bundles Rail & Transport Heating Digital Solutions T H E R M O N : P R O D U C T S & T E C H N O L O G I E S KEY BRANDS 17 |
| C O M B I N A T I O N F R A M I N G Built for scale. Positioned for growth. Engineered for resilience. Niche Leadership Creates a leading portfolio of niche industrial system, product and service solutions for global industrial and power end markets with strong primary sales presence and deep customer relationships. Global Scale & Reach Combined operations spanning multiple continents, with manufacturing, engineering, project execution and service capabilities in every major industrial region. Broad Installed Base Brings together 75+ years of combined installations and product deliveries to provide a vast installed base from which to generate substantial high margin recurring and replacement revenue. Resilient Business Model Complementary business model enhances growth, margins, diversification, and customer network with balanced short- and long-cycle revenue streams. Creating a Global Industrial Leader in Delivering Mission-Critical Environmental and Thermal Solutions 18 |
| C O M B I N A T I O N R A T I O N A L E Strategic Edge Complementary businesses delivering engineered solutions where performance, reliability, and safety are essential. Secular Tailwind Alignment1 Aligned to secular growth tailwinds across energy transition, power generation, industrial reshoring, infrastructure development, decarbonization, and tightening environmental regulations. Complementary Operating Models Thermon's recurring OPEX model complements CECO's project-based approach — balanced revenue. Shared Customers 1 relationship, 2 solution sets — selling thermal + environmental solutions across 10,000+ customer relationships. Expanded Addressable Market Combined TAM of $30B+ across attractive and growing high-value industrial end markets. Shared Cultures Win Right values and aligned cultures support seamless integration. Accretive Profile Significantly accretive to non-GAAP EPS in Year 1. Combined Adj. EBITDA ~$296M at ~19.5% margin. 1 Secular tailwinds include Electrification, Decarbonization, Data Center Buildout, Water Scarcity, Infrastructure Rebuild, Reshoring, Air and Water Quality Regulatory Tightening, Power Generation demand (satisfied by gas, nuclear, and renewables) 19 |
| 2 0 2 6 C O M B I N E D : P R O F O R M A “New CECO”: Compelling Financials & Actionable Synergies ~$1,520M CY26E Revenue ~39% Gross Profit Margin $296M CY26E Adj. EBITDA ~19.5%1 EBITDA Margin C O S T S Y N E R G I E S ~$40M+ Cost Synergies Fully Realized by Year 3 SG&A / Corporate ✓ Eliminate redundant public company costs ✓ Functional optimization Operations / Supply Chain ✓ Footprint rationalization and manufacturing efficiencies ✓ Supply chain optimization and procurement leverage Commercial “Upside” (not in $40M) ✓ Cross-sell thermal + environmental solutions into shared customer base ✓ Expanded service offering deepens wallet share ✓ Consolidate corporate resources ✓ Expanded local market access with in-region manufacturing and rapid fulfilment 1 Full synergy run-rate of $40M. Note: All financial data is inclusive of the Thermon combination. 20 |
| T H E C O M B N E D F O O T P R I N T Scale + Reach = Global Presence Combined operations spanning multiple continents, with manufacturing, engineering, and service capabilities across every major industrial region. Americas (ex-Canada) ~62% of combined revenue Texas + Florida + Utah + Tennessee + Mexico City EMEA ~11% Netherlands + UK + Germany + Italy + Saudi Arabia + UAE Canada ~15% Edmonton + Calgary + Toronto APAC ~12% China + India + Korea + Singapore + Australia 15+ Countries Presence 16+ Manufacturing & Engineering Sites ~3,200+ Combined Employees ~10,000+ Customer Relationships Note: All financial data is inclusive of the Thermon combination. 21 |
| The combination will rebalance the business mix from 50% long-cycle to 30% and increases short-cycle exposure to 45% — accelerating cash conversion and underpinning premium valuation through more predictable revenue streams. C E C O Revenue Model Engineered for Predictability & Resilience Protecting people, the environment, and equipment —delivering engineered solutions with enhanced margins B A L A N C E D A C R O S S T H E C Y C L E Long Cycle Mid Cycle Short Cycle P R O F O R M A O R D E R M I X : E N D M A R K E T S 38% Power Gen 20% Oil & Gas 12% Industrial Water 7% General Industrial 18% Industrial Air 2% Other 3% Chem/ PetroChem 50% 30% 20% 30% Oil & Gas 36% General Industrial 13% Chem/ PetroChem 7% Commercial 14% Other 17% 83% T H E R M O N C O M B I N E D 30% 25% 45% 26% Power Gen 24% Oil & Gas 10% Industrial Water 16% General Industrial 12% Industrial Air 5% Other 5% Chem/ PetroChem 2% Commercial P R O F O R M A R E V E N U E C Y C L E M I X : 22 |
| +102% | +154% Orders and Backlog Growth +83% Revenue Growth +490bps Gross Profit Margin Expansion +115% Adj EBITDA Growth Companies and brands that have become part of CECO since 2022. Each one an integral part of CECO’s focus on protecting people, the environment and industrial equipment. CECO’s Proven Track Record: Organic Growth & Programmatic M&A Top-decile performance with a repeatable integration playbook — creating value through M&A consistently since 2022. Leveraging CECO’s Operating Model and Integration Playbook to Unlock Substantial Value C E C O : A P R O V E N A C Q U I R E R 23 |
| We Are Stronger Together Creating a premier leader in mission-critical engineered solutions — protecting people, the environment, and industrial equipment while delivering superior value to all stakeholders. Growth Platform & Culture Resilient Financial Profile Powerful Value Creation 24 |
| APPENDIX 25 |
| STRATEGIC ADJACENCIES Semiconductor Mining & Minerals EV Battery Manufacturing FOOD & BEVERAGE Bulk Food Processing & Drying Dairy Processing Distilling and Brewing RENEWABLE ENERGY Nuclear Power Concentrated Solar Wind Power Hydrogen Plant Biofuels Sustainable Aviation Fuels Thermal Energy Storage OIL & GAS Bitumen & Oil Production LNG Liquification LNG Terminal Transmission Pipeline Coking Unit Distillation Units Air Separation Catalytic Reforming Fluid & Gas Cracking Sulfur Recovery Carbon Capture 34 32 33 26 27 4 5 6 7 1 2 3 11 12 13 14 8 9 10 30 31 28 29 15 16 17 18 19 20 21 22 23 24 25 B R O A D R A N G E O F A D D R E S S A B L E M A R K E T S 7 8 3 21 17 16 18 28 27 26 32 34 33 29 5 4 6 19 1 24 15 23 22 30 31 2 20 25 10 13 11 12 14 9 COMMERCIAL Wastewater Treatment Hot Water & Steam Systems Fire Sprinkler Systems Roof & Gutter Heating RAIL AND TRANSIT Train Switching Commuter Train CHEMICAL Chemical Processing Fertilizer Plant Pharmaceutical POWER GENERATION Combined Cycle Power Decarbonization 26 |
| Revenue Excluding Acquisitions APPENDIX NOTE: Amounts are computed independently each quarter. Accordingly, the sum of each quarter’s amounts may not equal the total amounts for the respective year. (dollars in millions) Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual 2023 2024 2024 2024 2024 2024 2025 2025 2025 2025 2025 TTM $ 544.9 $ 126.3 $ 137.5 $ 135.5 $ 158.6 $ 558.0 $ 176.7 $ 185.4 $ 197.6 $ 214.7 $ 774.4 $ 774.4 - - - - - - - 8.1 8.5 7.8 24.5 24.5 (51.1) (10.0) (4.7) (7.9) (10.6) (33.2) (34.3) (40.3) (33.3) (22.9) (130.8) (130.8) Organic Revenue $ 493.8 $ 116.3 $ 132.8 $ 127.6 $ 148.0 $ 524.8 $ 142.4 $ 153.2 $ 172.9 $ 199.6 $ 668.1 $ 668.1 Revenue as reported in accordance with GAAP Revenue attributable to divestitures Revenue attributable to acquisitions 27 |
| Non-GAAP Operating Income and Margin APPENDIX NOTE: Amounts are computed independently each quarter. Accordingly, the sum of each quarter’s amounts may not equal the total amounts for the respective year. (dollars in millions) Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual 2023 2024 2024 2024 2024 2024 2025 2025 2025 2025 2025 TTM $ 34.7 $ 7.7 $ 9.3 $ 7.2 $ 11.3 $ 35.4 $ 61.9 $ 18.1 $ 9.4 $ 16.5 $ 105.9 $ 105.9 Operating Margin in accordance with GAAP 6.4% 6.1% 6.8% 5.3% 7.1% 6.3% 35.0% 9.8% 4.8% 7.7% 13.7% 13.7% Acquisition and integration expense 2.5 0.2 0.5 1.2 2.3 4.2 8.1 - 0.3 1.1 9.5 9.5 Amortization expense 7.5 2.2 2.2 2.2 2.2 8.8 3.1 2.9 6.1 4.0 16.1 16.1 Earn-out and retention expense (income) 0.7 - - 0.5 (0.2) 0.3 - (6.6) - - (6.6) (6.6) Gain on divestiture - - - - - - (64.5) - 0.8 - (63.7) (63.7) Restructuring expense 1.3 0.1 0.4 (0.1) - 0.5 - 0.5 0.2 - 0.7 0.7 Divestiture expense - - - - - - - 0.6 - - 0.6 0.6 Executive transition expense 1.4 - - - - - - 0.2 0.7 0.4 1.3 1.3 Asbestos and other legal matter expense - - 0.2 - - 0.2 - 2.6 - 2.0 4.6 4.6 $ 48.1 $ 10.2 $ 12.6 $ 11.0 $ 15.6 $ 49.4 $ 8.6 $ 18.3 $ 17.5 $ 24.0 $ 68.4 $ 68.4 Non-GAAP Operating Margin 8.8% 8.1% 9.2% 8.1% 9.8% 8.9% 4.9% 9.9% 8.9% 11.2% 8.8% 8.8% Operating Income as reported in accordance with GAAP Non-GAAP Operating Income 28 |
| Non-GAAP Net Income, Adjusted EBITDA, and Margin APPENDIX NOTE: Amounts are computed independently each quarter. Accordingly, the sum of each quarter’s amounts may not equal the total amounts for the respective year. 2) 2) 3) 4) 29 |
| Adjusted Free Cash Flow APPENDIX NOTE: Amounts are computed independently each quarter. Accordingly, the sum of each quarter’s amounts may not equal the total amounts for the respective year. * Other Adjustment: excluding tax payments related to tax gain on the divestiture of GPS business in Q1 2025. Payments are expected to occur through Q1 2026. (dollars in millions) Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual 2023 2024 2024 2024 2024 2024 2025 2025 2025 2025 2025 TTM Cash provided by (used in) operating activities $ 44.6 $ 1.2 $ 6.7 $ 15.1 $ 1.8 $ 24.8 $ (11.7) $ (7.7) $ 15.3 $ 10.0 $ 5.9 $ 5.9 Capital Expenditures (8.4) (3.1) (4.1) (4.0) (6.2) (17.4) (3.4) (1.1) (4.2) (2.6) (11.3) (11.3) Other adjustments* - - - - - - - 5.8 7.9 1.3 15.0 15.0 Adjusted Free Cash Flow $ 36.2 $ (1.9) $ 2.6 $ 11.1 $ (4.4) $ 7.4 $ (15.1) $ (3.0) $ 19.0 $ 8.7 $ 9.6 $ 9.6 30 |
FAQ
What transaction did CECO (CECO) announce with Thermon Group Holdings?
What consideration will Thermon shareholders receive in the CECO merger?
How does the CECO–Thermon merger value Thermon’s shares and what is the premium?
How will ownership of the combined CECO and Thermon company be split after closing?
How is CECO financing the acquisition of Thermon Group Holdings?
What approvals and conditions must be satisfied for the CECO–Thermon merger to close?
When is the CECO and Thermon transaction expected to close and how were boards involved?
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