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 CEO Todd R. Gleason reported new equity awards and related tax withholding. He received a grant of 75,055 shares of Common Stock as compensation, with 29,535 shares withheld at $54.85 per share to cover taxes on vesting restricted stock units, leaving 452,798 shares held directly.
He was also granted a stock option for 17,563 shares at a $57.06 exercise price, vesting in three equal annual installments beginning March 16, 2027 and expiring March 16, 2036. The filing lists substantial existing option and performance-based restricted stock unit positions, plus small indirect holdings for his children.
CECO Environmental Chief Executive Officer Todd R. Gleason reported a tax-related share disposition. On March 7, 2026, 3,557 shares of common stock were withheld at $52.53 per share to cover the tax liability from vesting restricted stock units.
After this tax-withholding disposition, Gleason directly holds 407,278 shares of CECO common stock, with additional indirect holdings of common stock reported for his children, plus multiple stock option and restricted stock unit positions.
CECO Environmental Corp General Counsel Alyson Noel reported a Form 4 transaction involving company common stock. On the reported date, 287 shares were disposed of through a tax-withholding arrangement tied to the vesting of restricted stock units, rather than an open-market sale. After this withholding, Noel directly owned 20,328 common shares.
CECO Environmental Corp. files its annual report describing a global business focused on industrial air, industrial water and energy transition solutions. The company serves diverse end markets including power generation, hydrocarbons, semiconductors, electronics, EV and battery production, metals and industrial water treatment.
Backlog reached $793.1 million as of December 31, 2025, up from $540.9 million a year earlier, with most work expected to be delivered within 12–24 months. CECO reports an installed base exceeding $10 billion and is targeting more recurring aftermarket and services revenue.
The report highlights a February 2026 Agreement and Plan of Merger under which CECO plans to acquire Thermon Group Holdings, Inc. in a cash and stock transaction, subject to customary stockholder and regulatory approvals. CECO also notes total debt of $214.2 million, increased regulatory, macroeconomic and project-execution risks, and emphasizes safety, with a 2025 domestic TRIR of 1.98% versus an industry benchmark of 2.68%.
CECO Environmental’s major shareholder updated their Schedule 13D after signing a voting agreement tied to CECO’s planned merger with Thermon Group Holdings. Jason DeZwirek is reported as beneficial owner of 4,198,111 shares of CECO common stock, or 11.7% of 35,665,813 shares outstanding as of February 19, 2026.
Through Icarus Investment Corp. and 0to100 Inc., DeZwirek controls additional shares and has agreed, subject to specified conditions, not to transfer these holdings and to vote them in favor of issuing CECO stock to complete the Thermon merger and against competing acquisition or restructuring proposals until the agreement terminates.
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.
American Century Investment Management, American Century Companies, and the Stowers Institute for Medical Research jointly report beneficial ownership of 2,038,312 shares of CECO Environmental Corp. common stock, representing 5.7% of the class as of 12/31/2025.
They report sole voting power over 1,493,539 shares and sole dispositive power over the full 2,038,312 shares, with no shared voting or dispositive power. The filers state the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of CECO Environmental.
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.
The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 1,780,596 CECO Environmental common shares, representing 4.99% of the class.
Vanguard reports no sole voting or dispositive power, with 249,188 shares subject to shared voting power and 1,780,596 shares subject to shared dispositive power. The filing explains an internal realignment on January 12, 2026, after which certain Vanguard subsidiaries are expected to report beneficial ownership separately. Vanguard states its clients have the right to receive dividends and sale proceeds, and that no other single client holds more than 5% of the class.