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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 2026
THERMON GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-35159 |
|
27-2228185 |
(State or other jurisdiction
of incorporation ) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
7171 Southwest Parkway
Building 300, Suite 200 |
|
|
| Austin TX |
|
78735 |
| (Address
of principal executive offices) |
|
(Zip
code) |
Registrant’s telephone number, including area code: (512) 690-0600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol (s) |
|
Name of each exchange
on which registered |
| Common Stock, $0.001 par value per share |
|
THR |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously disclosed, on February 23, 2026, CECO Environmental
Corp., a Delaware corporation (“CECO”), Longhorn Merger Sub, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of CECO (“Merger Sub Inc.”), Longhorn Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned
subsidiary of CECO (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger Subs”), and Thermon Group
Holdings, Inc., a Delaware corporation (“Thermon” or the “Company”), entered into an Agreement and Plan
of Merger (as amended, supplemented, or restated, the “Merger Agreement”), pursuant to which, among other things, and subject
to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) Merger Sub Inc. was to merge with and into
the Company, with the Company continuing as a wholly-owned subsidiary of CECO and the surviving corporation of the merger (the “First
Merger”), and (ii) the Company, as the surviving corporation of the First Merger, was to merge with and into Merger Sub LLC,
with Merger Sub LLC being the surviving entity of the merger (the “Second Merger” and, together with the First Merger, the
“Mergers”). On June 1, 2026 (the “Closing Date”), following approval by the stockholders of both CECO and
Thermon at an annual meeting and special meeting, respectively, held on May 27, 2026, the Mergers and the other transactions contemplated
by the Merger Agreement (collectively, the “Transactions”) were consummated.
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the consummation of the Mergers, CECO paid or caused
to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon
under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon
Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative
Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented
or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection
therewith, the Credit Agreement and all commitments thereunder were terminated.
The information provided in the Introduction and Item 2.01 of this
Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The information provided in the Introduction above is incorporated
by reference into this Item 2.01.
Agreement and Plan of Merger
On the Closing Date, the Company consummated the Mergers. The Mergers
are intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the “Code”).
Merger Consideration
At the effective time of the First Merger, by virtue of the First
Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.001 per share, of Thermon (“Thermon
Common Stock”) issued and outstanding immediately prior thereto (other than Excluded Shares and Dissenting Shares, each as defined
in the Merger Agreement) 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:
(i) the “Mixed Consideration”: 0.6840 shares
of common stock, par value $0.01 per share, of CECO (“CECO Common Stock”) plus $10.00 in cash, without interest (the “Mixed
Election”);
(ii) the “Cash Consideration”: $63.89 in
cash per share, without interest (the “Cash Election”); or
(iii) the “Stock Consideration”: 0.8110
shares of CECO Common Stock per share (the “Stock Election”).
Any shares of Thermon Common Stock for which no election was made
were treated as Mixed Election shares. The Cash Consideration and Stock Consideration were each subject to proration as set forth in
the Merger Agreement. Cash was paid in lieu of fractional shares of CECO Common Stock based on the average closing price of CECO Common
Stock on the Nasdaq Stock Market LLC (“Nasdaq”) for the five trading days ending on the last trading day immediately prior
to the Closing Date.
In connection with the Mergers, CECO issued approximately 22.53 million
shares of CECO Common Stock to former holders of Thermon Common Stock and paid aggregate cash consideration of approximately $329.4
million. The total number of shares of Thermon Common Stock outstanding immediately prior to the effective time of the First Merger was
approximately 32.94 million.
The issuance of shares of CECO Common Stock in the First Merger was
registered under CECO’s registration statement on Form S-4 (File No. 333-294924), which was declared effective by the
Securities and Exchange Commission (the “SEC”) on April 22, 2026, and such shares were approved for listing on Nasdaq.
Treatment of Thermon Equity Awards
At the effective time of the First Merger, each outstanding award
of restricted stock units granted under the Thermon 2011 Long Term Incentive Plan or the Thermon 2020 Long Term Incentive Plan (the “Thermon
Equity Plans”) (each, a “Company RSU Award”) was automatically assumed by CECO and converted into an award of restricted
stock units with respect to a number of shares of CECO Common Stock (rounded down to the nearest whole share) equal to the product of
(x) the number of shares of Thermon Common Stock subject to such Company RSU Award and (y) 0.8110 (each, a “Converted
RSU Award”), subject to the same terms and conditions (including vesting) as were applicable to such Company RSU Award immediately
prior thereto. Each outstanding award of performance units granted under the Thermon Equity Plans (each, a “Company PU Award”)
was similarly assumed and converted into a Converted RSU Award with the number of shares of Thermon Common Stock subject thereto determined
based on actual and/or target performance as set forth in the Merger Agreement, and was thereafter subject only to time-based vesting.
Each outstanding in-the-money option to purchase shares of Thermon Common Stock (each, a “Company Option”) was cancelled
at the effective time of the First Merger and converted into the right to receive a cash payment equal to the excess of $63.89 over the
applicable per-share exercise price, net of applicable tax withholding.
On the Closing Date, CECO expects to file a registration statement
on Form S-8 with the SEC to register the shares of CECO Common Stock issuable in respect of Converted RSU Awards.
In connection with the Second Merger, Thermon requested that the New York Stock Exchange (the "NYSE") file
a Form 25 with the SEC to withdraw its common stock from listing on the NYSE and to deregister its common stock
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thermon’s obligation
to file periodic reports under the Exchange Act will be suspended upon the filing of the Form 15 with the SEC.
The foregoing description of the Mergers and the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1
to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing. |
The information provided in the Introduction and Item 2.01 of this
Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
On June 1, 2026, in connection with the consummation of the Mergers,
the Company notified the NYSE that the certificates of merger were filed with the Secretary of State of the State of Delaware, in each
case, to effect the Mergers. The Company requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration
under Section 12(b) of the Exchange Act, on Form 25 in order to initiate the delisting of Thermon Common Stock from the
NYSE and the deregistration of Thermon Common Stock under Section 12(b). As a result, trading of Thermon Common Stock, which traded
under the ticker symbol “THR” on the NYSE, was suspended prior to the opening of trading on the NYSE on June 1, 2026.
The Company intends to file a certification on Form 15 with the
SEC requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Thermon
Common Stock be suspended.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information provided in the Introduction, Item 2.01 and Item
3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
At the effective time of the First Merger, each holder of a share
of Thermon Common Stock that was outstanding immediately prior to the effective time of the First Merger, (other than the Excluded Shares,
as defined in the Merger Agreement) ceased to have any rights with respect thereto, except the right to receive (i) the Mixed
Consideration, the Cash Consideration, or the Stock Consideration, (ii) any dividends or other distributions in accordance with
the Merger Agreement and (iii) any cash to be paid in lieu of any fractional shares of CECO Common Stock in accordance with the
Merger Agreement, in each case, to be issued or paid in consideration therefor upon the surrender of the certificate representing such
share or the surrender of a book-entry share, in accordance with the Merger Agreement.
The rights of holders of CECO Common Stock are governed by CECO’s
Certificate of Incorporation, as amended, and CECO’s Amended and Restated Bylaws, effective as of the effective time of the First
Merger. The description of CECO Common Stock has previously been set forth in the section entitled “Description of Securities”
in the CECO Annual Report on Form 10-K, filed March 2, 2026, which is hereby incorporated into this Item 3.03 by reference.
| Item 5.01 | Changes in Control of Registrant. |
The information provided in the Introduction and Item 2.01 and Item
3.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
On June 1, 2026, pursuant to the Merger Agreement, (i) Merger
Sub Inc. merged with and into the Company, with the Company continuing as a wholly-owned subsidiary of CECO and the surviving corporation
of the merger and (ii) the Company, 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.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Departure of Directors
By the operation of the First Merger, all of the directors of Thermon ceased
to be directors of Thermon and members of any and all committees of Thermon’s board of directors, effective as of the effective
time of the First Merger. This was not a result of any disagreement between the Company and the directors on any matter
relating to Thermon’s operations, policies or practices.
Officers
By virtue of, and effective as of the effective time of, the
First Merger, all of the executive officers of Thermon immediately prior to the effective time of the First Merger ceased to hold their respective positions with Thermon, effective as of the effective time of the First Merger.
| Item 7.01 | Regulation FD Disclosure |
On the Closing Date, CECO issued a press release announcing
the consummation of the Mergers. A copy of the press release is furnished herewith as Exhibit 99.1.
The information under Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set
forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit
Number |
|
Exhibit Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of February 23, 2026, by and among CECO Environmental
Corp., Longhorn Merger Sub, Inc., Longhorn Merger Sub LLC, and Thermon Group Holdings, Inc. (incorporated by reference
to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2026). |
| 99.1 |
|
Press Release, dated June 1, 2026, furnished herewith |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements,
other than statements of historical fact, included in this Form 8-K that address events, or developments that CECO and Thermon expect,
believe, or anticipate will or may occur in the future are forward-looking statements. The words “intend,” “expect,”
and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Current Report on Form 8-K
include, but are not limited to, statements regarding the effects of the Mergers and the Merger Agreement. All forward-looking statements
are based on assumptions that Thermon believes to be reasonable but that may not prove to be accurate. Such forward-looking statements
are based on assumptions and analyses made by Thermon in light of its perception of current conditions, expected future developments,
and other factors that Thermon believes are appropriate under the circumstances. These statements are subject to a number of known and
unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual events may be materially
different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Current Report on
Form 8-K speak as of the date of this Current Report on Form 8-K. Thermon does not undertake, and expressly disclaims, any
duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by
law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
THERMON GROUP HOLDINGS, LLC |
| |
|
successor by merger to Thermon Group Holdings, Inc. (registrant) |
| |
|
|
| Date: June 1, 2026 |
By: |
/s/ Alyson Richter |
| |
Name: |
Alyson Richter |
| |
Title: |
Secretary |
Exhibit 99.1
CECO Environmental Completes Acquisition
of Thermon Group Holdings
Company Announces Investor
Call for June 9th
ADDISON, Texas, June 1, 2026 – CECO Environmental Corp.
(Nasdaq: CECO) (“CECO”), a leading environmentally focused, diversified industrial company whose solutions protect people,
the environment and industrial equipment, today announced the completion of its previously announced strategic combination with Thermon
Group Holdings, Inc. (“Thermon”), a diversified industrial technology company and a global leader in industrial process
heating solutions.
As previously disclosed, the combined company will operate as CECO
Environmental and continue to be led by Chief Executive Officer Todd Gleason and the CECO Board of Directors, now including two former
Thermon Directors, Victor Richey and Marcus George.
“This is a transformative milestone for CECO,” said
Todd Gleason, Chief Executive Officer of CECO. “With the combination now complete, we are well positioned to deliver long-term
value for shareholders, expand our exposure to key global trends, and further establish CECO as a premier provider of engineered
solutions. We are pleased to welcome Victor and Marcus to our Board of Directors as well as the tremendous Thermon team and
associates to our organization. I look forward to executing on the opportunities ahead to drive sustained growth and value for our
customers and stakeholders.”
Under the terms of the merger agreement, the former shareholders
of Thermon received cash and/or shares of CECO common stock, at their election and subject to proration and the other terms and
conditions set forth in the merger agreement.
Conference Call and Webcast Information
CECO will host a 30-minute conference call and webcast, on Tuesday,
June 9th, at 8:30 AM ET to discuss the combination and an update on integration and synergy matters. Participants may access
the webcast, including an associated presentation, on the Investor Relations section of the CECO website.
The details for the webcast are:
When: Tuesday, June 9 at 8:30 a.m. Eastern Time
Where: https://edge.media-server.com/mmc/p/7hamwqdo How: Live
over the internet – Simply log on to the web at the address above
Register to receive the dial-in info and a unique pin: https://register-conf.media-server.com/register/BI874fc78c2e7546b18ca549d61d56ff4d
A
replay to the conference call will be available on the Company's website shortly after the live webcast has concluded.
Citi and TD Securities acted as financial advisors to CECO, and Gibson,
Dunn & Crutcher LLP served as legal advisor. Joele Frank, Wilkinson Brimmer Katcher served as CECO’s strategic
communications advisor.
Morgan Stanley & Co. LLC served as financial advisor to Thermon,
and Sidley Austin LLP served as legal advisor.
About CECO
CECO Environmental is a leading environmentally focused, diversified
industrial company, serving a broad landscape of industrial air, industrial water, and energy transition markets globally through its
key business segments: Engineered Systems and Industrial Process Solutions. Providing innovative technology and application expertise,
CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and
industrial equipment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom
solutions for applications in power generation, petrochemical processing, refining, midstream gas transport and treatment, electric vehicle
and battery production, metals and mineral processing, polysilicon production, battery recycling, beverage can production, and produced
and oily water/wastewater treatment along with a wide range of other industrial applications. CECO is listed on Nasdaq under the ticker
symbol “CECO.” Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please visit
www.cecoenviro.com.
Forward-Looking Statements:
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements
of historical fact, included in this Press Release that address events, or developments that CECO and Thermon expect, believe, or anticipate
will or may occur in the future are forward-looking statements. The words “intend,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to,
statements regarding the effects of the merger and the merger agreement. However, the absence of these words or similar expressions does
not mean that a statement is not forward-looking.
There are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements included in this press release. These include the ability to successfully
integrate the businesses, risks related to disruption of management time from ongoing business operations due to the merger, the ability
of the combined company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers
and on their operating results and businesses generally, the risk the merger could distract management and it will incur substantial costs,
the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company
not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it
may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially
from those projected. All such factors are difficult to predict and are beyond CECO’s control, including those detailed in CECO’s
registration statement on Form S-4, filed with the SEC on April 22, 2026, CECO’s annual reports on Form 10-K, CECO’s
quarterly reports on Form 10-Q and CECO’s current reports on Form 8-K that are, in each case, available on its website
at https://investors.cecoenviro.com and on the SEC’s website at https://www.sec.gov.
All forward-looking statements are based on assumptions that CECO believes
to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by
CECO in light of its perception of current conditions, expected future developments, and other factors that CECO believes are appropriate
under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties. Forward-looking statements
are not guarantees of future performance and actual events may be materially different from those expressed or implied in the forward-looking
statements. The forward-looking statements in this press release speak as of the date of this press release.
CECO does not undertake, and expressly disclaims, any duty to update
any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as the date hereof.
Contacts:
CECO Investor Relations Contacts:
Marcio Pinto
Vice President - Integration & Investor Relations
Investor.Relations@OneCECO.com
Steven Hooser and Jean Marie Young
Three Part Advisors, LLC
214-872-2710
Investor.Relations@OneCECO.com
