CECO director acquires shares via Thermon merger
CECO Environmental director J. Marcus reported acquiring company shares through a merger and an equity award.
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Form Type
4
Rhea-AI Filing Summary
CECO Environmental director J. Marcus reported acquiring company shares through a merger and an equity award. On June 1, 2026, he received 36,690 shares of CECO common stock as Mixed Election Consideration in exchange for his Thermon Group Holdings shares under the merger agreement. He also was credited with an additional 2,215 CECO shares that will vest on May 15, 2027. After these transactions, he directly holds 38,905 CECO common shares, all acquired without open-market purchases.
Insider Trade Summary
Grant/Award: 38,905 shares
Grant/Award
2 txns
Insider
GEORGE MARCUS J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 36,690 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 2,215 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 38,905 shares (Direct)
Holdings Before and After:
Common Stock, 0 to 38,905 shares (Direct)
Footnotes (4)
- F1. On June 1, 2026 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among CECO Environmental Corp. (the "Issuer"), Thermon Group Holdings, Inc. ("Thermon"), Longhorn Merger Sub, Inc. ("Merger Sub, Inc.") and Longhorn Merger Sub LLC ("Merger Sub LLC"), (i) Merger Sub, Inc. merged with and into Thermon, with Thermon continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger (the "First Merger") and (ii) Thermon, as the surviving corporation of the First Merger, merged with and into Merger Sub LLC, with Merger Sub LLC being the surviving entity of the merger.
- F2. (Continued from Footnote 1) Pursuant to the Merger Agreement, at the effective time of the First Merger (the "Effective Time"), each share of Thermon's common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of the holder and subject to the proration mechanisms set forth in the Merger Agreement, one of the following forms of merger consideration: (A) 0.6840 shares of the Issuer's common stock plus $10.00 in cash without interest (the "Mixed Election Consideration"), (B) $63.89 in cash, (C) 0.8110 shares of the Issuer's common stock, or (D) for any shares of Thermon's common stock for which no election was made, the Mixed Election Consideration.
- F3. (Continued from Footnote 2) The Reporting Person elected to receive the Mixed Election Consideration in exchange for his shares of Thermon common stock. As a result, the Reporting Person received 36,690 shares of the Issuer's common stock in exchange for shares of Thermon common stock held by the Reporting Person immediately prior to the Effective Time.
- F4. Shares will vest on May 15, 2027.
Key Figures
Merger shares received: 36,690 shares
Equity award shares: 2,215 shares
Total shares after transactions: 38,905 shares
+4 more
7 metrics
Merger shares received
36,690 shares
CECO common stock received for Thermon shares at Effective Time
Equity award shares
2,215 shares
CECO shares that will vest on May 15, 2027
Total shares after transactions
38,905 shares
Director’s direct CECO holdings following June 1, 2026 transactions
Stock portion of mixed consideration
0.6840 shares
CECO shares per Thermon share under Mixed Election Consideration
Cash portion of mixed consideration
$10.00 per share
Cash per Thermon share in Mixed Election Consideration, without interest
All-cash election amount
$63.89 per share
Alternative cash-only merger consideration for Thermon shareholders
All-stock election ratio
0.8110 shares
CECO shares per Thermon share for stock-only merger election
Key Terms
Agreement and Plan of Merger, Mixed Election Consideration, Effective Time, Merger Agreement, +1 more
5 terms
Agreement and Plan of Merger regulatory
"pursuant to an Agreement and Plan of Merger, dated as of February 23, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Mixed Election Consideration financial
"0.6840 shares of the Issuer's common stock plus $10.00 in cash without interest (the "Mixed Election Consideration")"
Effective Time regulatory
"at the effective time of the First Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Merger Agreement regulatory
"pursuant to the Merger Agreement, at the effective time of the First Merger"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
First Merger financial
"Merger Sub, Inc. merged with and into Thermon, with Thermon continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger (the "First Merger")"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did CECO (CECO) director J. Marcus report?
Director J. Marcus reported acquiring CECO shares through a merger exchange and an equity award. He received 36,690 shares for Thermon stock and an additional 2,215 time-vesting shares, all recorded as non-cash grant or award acquisitions on June 1, 2026.
How did the Thermon merger affect CECO (CECO) director J. Marcus’s holdings?
In the Thermon merger, each Thermon share could be exchanged for specified consideration. J. Marcus elected the Mixed Election Consideration and received 36,690 CECO common shares in exchange for his Thermon shares, significantly increasing his direct equity stake in CECO through a non-cash conversion.
What is the Mixed Election Consideration mentioned in the CECO (CECO) Form 4?
The Mixed Election Consideration consists of 0.6840 CECO common shares plus $10.00 in cash per Thermon share. Under the merger terms, holders could elect this mix, full cash, or full stock; J. Marcus chose the mixed option for his Thermon shares.
When will the new CECO (CECO) equity award to J. Marcus vest?
The 2,215-share equity award reported for J. Marcus is scheduled to vest on May 15, 2027. Until vesting, these shares remain subject to service-based conditions, but they are already reflected in his reported direct holdings in the Form 4.
AI-generated analysis. How Rhea-AI works. Not financial advice.
