Thermon merger gives CECO (NASDAQ: CECO) director 36,690 shares plus award

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

2 transactions reported

Mixed 2 txns

Insider GEORGE MARCUS J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	36,690	$0.00	--
Grant/Award	Common Stock	2,215	$0.00	--

Holdings After Transaction: Common Stock — 36,690 shares (Direct, null)

Footnotes (1)

1. 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. (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. (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. 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")"

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")"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GEORGE MARCUS J

(Last) (First) (Middle)

5080 SPECTRUM DRIVE

SUITE 800E

(Street)

ADDISON TEXAS 75001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CECO ENVIRONMENTAL CORP [ CECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		36,690	A	(1)(2)(3)	36,690	D
Common Stock	06/01/2026		A		2,215(4)	A	$0	38,905	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. (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.

3. (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.

4. Shares will vest on May 15, 2027.

	/s/ Kiril Kovachev as Attorney-in-Fact for Marcus J. George	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

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 many CECO (CECO) shares does J. Marcus hold after this Form 4?

Following the reported transactions, J. Marcus directly holds 38,905 CECO common shares. This balance reflects 36,690 shares received as Thermon merger consideration plus 2,215 additional shares subject to vesting, as disclosed in the Form 4 filing’s transaction details.

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.

Did CECO (CECO) director J. Marcus buy or sell shares on the open market?

The filing shows no open-market buys or sells. Both transactions are coded as grants or other acquisitions: one from converting Thermon shares in the merger, and one as a time-vesting equity award, with no purchase price and no reported market sale.