Every 8-K that Ceco Environmental Corp (CECO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CECO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CECO filings page.
CECO Environmental reported a record second quarter 2026, its first full period including the June 1 acquisition of Thermon. Orders reached $798.5 million, up 191 percent, and backlog was $1,819.1 million, up 164 percent, supporting management’s multi‑year growth strategy.
Revenue was $285.0 million, up 54 percent, with gross profit of $86.5 million and gross margin of 30.3 percent. Heavy acquisition and integration costs drove a GAAP operating loss of $33.2 million and a net loss of $34.8 million (diluted EPS $(0.80)). On a non‑GAAP basis, net income was $21.5 million, up 147 percent, and adjusted EBITDA was $40.2 million, up 73 percent with a 14.1 percent margin.
Free cash flow was $(24.3) million, but adjusted free cash flow was $53.2 million, excluding Thermon‑related cash payments. Following the acquisition, total assets rose to $3.73 billion and long‑term debt to $711.1 million. Reflecting strong demand and early Thermon synergies, CECO raised its 2026 outlook to revenue of $1.300–$1.375 billion and adjusted EBITDA of $200–$225 million, targeting free cash flow conversion of at least 55 percent of adjusted EBITDA.
CECO Environmental Corp. completed the acquisition of Thermon Group Holdings, Inc. on June 1, 2026 through a stock-and-cash merger and now presents unaudited pro forma condensed combined financial information for the combined company. CECO issued approximately 22.5 million shares of common stock to former Thermon holders and paid aggregate cash consideration of approximately $329.4 million, contributing to total preliminary consideration under ASC 805 of $2,264,023 (in thousands).
The transaction was financed with an incremental term loan of $235,000 (in thousands) and approximately $290,000 (in thousands) of revolving credit borrowings, both initially bearing interest at SOFR + 300 bps. Pro forma as of March 31, 2026, total assets are $3,656,427 (in thousands), including $911,000 (in thousands) of finite‑life intangibles and $1,166,388 (in thousands) of goodwill, and total liabilities are $1,580,566 (in thousands).
For the three months ended March 31, 2026, pro forma combined net sales are $354,251 (in thousands) with a net loss attributable to CECO of $(11,525) (in thousands), or $(0.20) per share, on 58,221,564 weighted‑average shares. For the year ended December 31, 2025, pro forma net sales are $1,296,392 (in thousands) and the pro forma net loss attributable to CECO is $(20,218) (in thousands), or $(0.35) per share, on 57,861,856 weighted‑average shares.
CECO Environmental updated its full year 2026 outlook to reflect the acquisition of Thermon Group Holdings, which closed on June 1, 2026 and will contribute for seven months. The company now expects 2026 revenue between $1.275 billion and $1.375 billion, about 20% higher at the midpoint year over year.
Adjusted EBITDA is projected between $195 million and $225 million, about 25% higher at the midpoint year over year, with free cash flow planned at a minimum of 55% of Adjusted EBITDA. CECO also reiterates its confidence in delivering $40 million or more of cost synergies from integrating Thermon.
CECO Environmental has completed its previously announced acquisition of Thermon Group Holdings, creating a combined industrial technology company focused on process heating and environmental solutions. Thermon shareholders received a mix of cash and CECO stock based on their elections and proration under the merger agreement.
Thermon investors could choose $63.89 in cash per share, 0.8110 CECO shares per share, or a mixed option of 0.6840 CECO shares plus $10.00 in cash. Holders of approximately 41.18% of Thermon shares elected stock and ultimately received about $1.48 in cash and 0.7920 CECO shares per Thermon share after proration.
In total, CECO issued about 22.53 million new shares and paid roughly $329.4 million in cash to former Thermon shareholders. The cash portion and related fees were funded with cash on hand and new borrowings, including $235.0 million from a delayed draw term loan and about $290 million from a revolving credit facility.
Thermon’s public listing on the New York Stock Exchange is being withdrawn, and its common stock will be deregistered under the Exchange Act. CECO’s board expanded from eight to ten members, adding former Thermon directors Marcus George and Victor Richey, while CEO Todd Gleason was appointed Chairman and Jason DeZwirek was named Lead Independent Director.
CECO Environmental reported results of its 2026 annual meeting and progress on its planned merger with Thermon Group Holdings. Stockholders approved the CECO Stock Issuance Proposal related to issuing and reserving common shares for the Thermon merger, satisfying a key closing condition. They also elected eight directors, approved on a non-binding advisory basis the compensation of named executive officers, and ratified Deloitte & Touche LLP as auditor for 2026.
Stockholders approved the new 2026 Equity and Incentive Compensation Plan, which allows grants of up to 3,350,000 shares of common stock plus shares remaining available under the 2021 plan as of May 27, 2026. A press release furnished with the filing notes that preliminary results show approximately 99.93% of votes cast at CECO’s meeting and nearly 99.97% at Thermon’s meeting supported the strategic combination, which is expected to close on or around June 1, 2026, subject to customary conditions. Thermon stockholders could elect $63.89 in cash per share, 0.8110 CECO share, or a mix of $10.00 in cash and 0.6840 CECO share, with proration and mixed consideration applying where described.
CECO Environmental reported strong first-quarter 2026 momentum, led by orders of $449.5 million, up 97 percent year over year, and a record backlog of $1,035.1 million, up 72 percent. Revenue rose 17 percent to $205.9 million.
GAAP results showed a small net loss of $0.4 million (loss per diluted share of $0.01), mainly against a prior-year period that included a large gain on the sale of the Global Pump Solutions business. Non-GAAP net income increased to $13.9 million, up 297 percent, and adjusted EBITDA reached $20.4 million, up 46 percent with a 9.9 percent margin.
Free cash flow was negative $15.7 million, similar to the prior year. On the strength of record backlog and bookings, CECO raised its 2026 outlook to revenue of $940 million to $1.0 billion and adjusted EBITDA of $120 million to $140 million, and reiterated its target of full-year free cash flow of at least 50% of adjusted EBITDA. The company also confirmed progress toward its proposed merger with Thermon, targeting shareholder votes on May 27, 2026 and an expected June closing.
CECO Environmental Corp. amended its senior credit agreement to expand borrowing capacity and support its planned acquisition of Thermon Group Holdings. The revolving credit facility commitments increased to $740 million, and a new $235 million delayed-draw Term A-1 loan was added, both tied to the Longhorn Acquisition conditions.
The amendment also loosens and reshapes financial covenants, raising maximum consolidated net and secured net leverage ratios for a transition period after the Longhorn Acquisition funding date and replacing a fixed charge coverage test with a minimum 3.00x interest coverage test. The new term loan will begin quarterly amortization after the acquisition funding, and the overall credit facility now matures on January 30, 2031. As of the effective date, $254.8 million was outstanding under the revolver and no Term A-1 loans were drawn.
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.
CECO Environmental reported strong fourth quarter and full-year 2025 results, set multiple financial records, raised its 2026 outlook, and discussed a proposed merger with Thermon Group Holdings.
For Q4 2025, orders were $329.3 million, up 50 percent, with backlog of $793.1 million, up 47 percent. Revenue reached $214.7 million, up 35 percent, and adjusted EBITDA was $29.8 million, up 57 percent, while gross margin was 35.1 percent. Net income was $3.1 million, down 37 percent, but non-GAAP net income rose 12 percent to $11.1 million.
For 2025, orders were $1,064.3 million, up 59 percent, revenue was $774.4 million, up 39 percent, and adjusted EBITDA was $90.3 million, up 44 percent. Net income grew to $50.1 million, up 285 percent. The company raised 2026 guidance to revenue of $925–$975 million and adjusted EBITDA of $115–$135 million, with these targets excluding the impact of the proposed Thermon merger.
CECO Environmental Corp. entered into a Fourth Amended and Restated Credit Agreement on January 30, 2026, establishing a senior secured revolving credit facility with an initial capacity of $700.0 million maturing on January 30, 2031. The company can request increases of up to an additional $150.0 million plus further amounts subject to a maximum Consolidated Net Leverage Ratio of 3.50% to 1.00. Interest rates vary based on the company’s leverage and chosen benchmark rates across multiple currencies. The agreement requires CECO to maintain a Consolidated Net Leverage Ratio not greater than 4.00 to 1.00, a Consolidated Secured Net Leverage Ratio not greater than 3.50 to 1.00, and a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to 1.00. The facility includes customary covenants and default provisions and may be used for general corporate purposes. As of the effective date, $235.8 million of loans were outstanding under the agreement.
CECO Environmental Corp. reported that it issued a press release announcing its financial results for the third quarter ended September 30, 2025. The company furnished the release as Exhibit 99.1 and referenced it in the report.
The information disclosed under Item 2.02, including the exhibit, is being furnished and is not deemed filed for purposes of Section 18 of the Exchange Act, nor incorporated into other filings unless specifically referenced. The filing also includes the Cover Page Interactive Data File as Exhibit 104.
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.
CECO Environmental filed an 8-K announcing that Senior Vice President & Chief Administrative and Legal Officer Lynn Watkins-Asiyanbi will leave the company on 31 Jul 2025, with employment ending 15 Aug 2025. Her separation agreement includes: (1) a $300 k lump-sum severance; (2) cash equal to nine months of COBRA premiums; (3) $20 k for outplacement; (4) a $225 k lump-sum representing 75 % of her 2025 target bonus; (5) continued vesting of service-based RSUs scheduled to vest on or before 31 Mar 2026; and (6) conversion and vesting on 15 Mar 2026 of PRSUs otherwise scheduled to vest in Mar 2026. All benefits are conditioned on her general release of claims and adherence to non-disparagement, non-competition and non-solicitation covenants.
No successor has been named, and there are no other material changes disclosed. Cash outlay is modest relative to CECO’s size and is unlikely to have a material impact on financials; however, the departure removes a member of the executive leadership team who has served for three years.