CECO Environmental Corp. filings document formal disclosures for an operating industrial company in industrial air, industrial water and energy-transition markets. The record includes 8-K reports on operating and financial results, definitive material agreements, shareholder voting matters, governance changes and capital-structure disclosures.
CECO's filings describe credit agreement arrangements, including senior secured revolving credit facilities, lender and administrative-agent relationships, maturity and interest-rate provisions, and covenant-based leverage terms. Governance disclosures also cover equity incentive compensation, director and officer matters, risk factors and exhibit-based contract information tied to the company's public-company reporting obligations.
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Thermon’s public listing on the New York Stock Exchange is being withdrawn, and its common stock will be deregistered under the Exchange Act.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 CORP reports institutional ownership disclosure by T. Rowe Price Investment Management, Inc. The filing shows 2,131,845 shares beneficially owned, representing 6.0% of the class as of 03/31/2026. The filer reports sole voting power for 2,127,510 shares and sole dispositive power for 2,131,845 shares. The filing includes a signed certification dated 05/15/2026.
CECO Environmental Corp director Munish Nanda reported an open-market sale of 11,218 shares of Common Stock on May 1, 2026 at a weighted average price of $74.0012 per share. After this transaction, he directly holds 62,031 shares.
The price reflects a weighted average for multiple sales between $74.00 and $74.02 per share, and detailed trade-by-trade information is available upon request from the company, the SEC staff, or a security holder.
CECO Environmental Corp director Richard F. Wallman reported open-market purchases of CECO common stock. On April 29, 2026, he bought a total of 15,000 shares, including 5,000 shares at a weighted average price of $73.798 per share held indirectly through his spouse and 10,000 shares at $73.25 per share held directly. Following these transactions, his reported direct holdings rose to 229,909 shares, and indirect holdings through his spouse reached 85,500 shares, indicating a modest increase in his overall equity stake.
CECO Environmental reported first-quarter 2026 net sales of $205.9 million, up from $176.7 million a year earlier, driven by execution of large exhaust and emissions projects in Engineered Systems. Despite higher revenue, GAAP results swung to a small net loss of $0.4 million, versus $36.0 million profit last year, mainly because the prior period included a $64.5 million gain from selling the Global Pump Solutions business.
On an adjusted basis, non-GAAP operating income more than doubled to $17.9 million, and non-GAAP operating margin improved to 8.7% from 4.9%, helped by lower selling and administrative costs. Orders surged to $449.5 million, up 98%, pushing total backlog to $1.04 billion, largely tied to natural-gas power generation projects.
CECO ended the quarter with $45.4 million in cash and $253.2 million of total debt, mostly under its expanded $740 million revolving credit facility. The company also signed a Merger Agreement to acquire Thermon Group Holdings in a cash-and-stock deal, and has already incurred $8.7 million of related advisory and integration costs.
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. is registering approximately 22.9 million shares of CECO common stock and has a cash cap of approximately $334 million as part of a proposed acquisition of Thermon Group Holdings, Inc. under an Agreement and Plan of Merger dated February 23, 2026.
Under the two-step transaction, Thermon will first merge into a CECO subsidiary and then into a second CECO subsidiary. Thermon stockholders may elect mixed consideration (0.6840 CECO share + $10.00 cash), all-cash ($63.89 per share) or all-stock (0.8110 CECO share), with cash and stock elections subject to mandatory proration. Closing requires CECO and Thermon stockholder approvals and customary closing conditions.