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Thermon merger grants CECO Environmental (CECO) director stock and RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CECO Environmental Corp director Victor L. Richey Jr. reported equity acquisitions tied to CECO’s merger with Thermon Group Holdings and to director compensation. In connection with the merger, he elected stock consideration and received 6,378 shares of CECO common stock in exchange for Thermon shares he previously held.

Separately, he was granted 2,215 restricted stock units under CECO’s Deferred Compensation Plan for Non-Employee Directors. Each unit represents one share of common stock and will vest on May 15, 2027, with delivery of shares deferred until his service as a director ends. These are compensation-related and not open-market trades.

Positive

  • None.

Negative

  • None.
Insider RICHEY VICTOR L JR
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,215 $0.00 --
Grant/Award Common Stock 6,378 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,215 shares (Direct, null); Common Stock — 6,378 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 (the "Stock Election Consideration"), 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 Stock Election Consideration in exchange for his shares of Thermon common stock. As a result, the Reporting Person received 6,378 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. Represents restricted stock units granted under the CECO Environmental Corp. Deferred Compensation Plan for Non-Employee Directors. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock and will vest on May 15, 2027. Conversion of restricted stock units to the Issuer's common stock and distribution of such stock under the Deferred Compensation Plan is deferred until termination of service as a director.
Common stock acquired 6,378 shares CECO common stock received for Thermon shares at merger effective time
RSUs granted 2,215 units Restricted stock units granted under Deferred Compensation Plan
Common shares held after 6,378 shares Direct CECO common stock holdings following reported transactions
RSU vesting date May 15, 2027 Vesting date for 2,215 restricted stock units
Restricted Stock Units financial
"Represents restricted stock units granted under the CECO Environmental Corp. Deferred Compensation Plan for Non-Employee Directors."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Deferred Compensation Plan for Non-Employee Directors financial
"Represents restricted stock units granted under the CECO Environmental Corp. Deferred Compensation Plan for Non-Employee Directors."
Agreement and Plan of Merger financial
"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.
Merger consideration financial
"one of the following forms of merger consideration: (A) 0.6840 shares of the Issuer's common stock plus $10.00 in cash"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
RICHEY VICTOR L JR
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026A6,378A(1)(2)(3)6,378D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)06/01/2026A2,215 (5) (5)Common Stock2,215$02,215D
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 (the "Stock Election Consideration"), 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 Stock Election Consideration in exchange for his shares of Thermon common stock. As a result, the Reporting Person received 6,378 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. Represents restricted stock units granted under the CECO Environmental Corp. Deferred Compensation Plan for Non-Employee Directors. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock and will vest on May 15, 2027.
5. Conversion of restricted stock units to the Issuer's common stock and distribution of such stock under the Deferred Compensation Plan is deferred until termination of service as a director.
/s/ Kiril Kovachev as Attorney-in-Fact for Victor L. Richey Jr.06/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did CECO (CECO) director Victor L. Richey Jr. report in this Form 4?

He reported acquiring CECO equity through a merger and a director grant. Richey received 6,378 CECO common shares from the Thermon merger and 2,215 restricted stock units as non-employee director compensation, with future share delivery tied to vesting and service.

How did Victor L. Richey Jr. receive 6,378 CECO shares in the Thermon merger?

He chose stock consideration in the Thermon merger’s exchange options. Each Thermon share was converted into specified cash or stock alternatives, and his election for stock consideration resulted in 6,378 CECO common shares replacing his prior Thermon holdings at the merger’s effective time.

What are the terms of the 2,215 restricted stock units reported for CECO (CECO)?

The 2,215 restricted stock units were granted under CECO’s Deferred Compensation Plan. Each unit equals one CECO common share, scheduled to vest on May 15, 2027, with actual share conversion and distribution deferred until Richey’s service as a director terminates.

Are Victor L. Richey Jr.’s CECO Form 4 transactions open-market buys or sells?

They are not open-market trades but equity awards and merger-related stock. The common shares came from exchanging Thermon stock in the merger, while the restricted stock units are compensation granted under a deferred director plan, with no cash price per share reported.

How many CECO common shares and RSUs does Victor L. Richey Jr. hold after these transactions?

Following these transactions, he directly holds 6,378 CECO common shares. He also holds 2,215 restricted stock units, each representing a contingent right to one additional CECO share, subject to vesting on May 15, 2027 and later distribution after his board service ends.