{"filing":{"accession_number":"0001104659-26-068661","cik":"0000003197","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"tm2616015d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"events":[{"id":7711,"run_id":6775,"accession_number":"0001104659-26-068661","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"CECO Environmental completed its merger with Thermon on June 1, 2026, resulting in the issuance of approximately 22.53 million CECO shares and $329.4 million in cash consideration, with Thermon delisting from NYSE. The company incurred $525 million in new indebtedness ($235 million delayed draw term loan and ~$290 million revolving credit) to fund the cash merger consideration and related transaction costs.","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3017,"accession_number":"0001104659-26-068661","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger between CECO Environmental and Thermon on June 1, 2026. The filing details the consummation of a two-step merger structure, the conversion of Thermon shares into CECO consideration (approximately 22.53 million shares issued plus $329.4 million in cash), and the delisting of Thermon from NYSE. This is a material acquisition/change of control event that fundamentally alters the registrant's capital structure and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3018,"accession_number":"0001104659-26-068661","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the consummation of mergers (referred to as \"the Mergers\") and the incurrence of $525 million in new indebtedness ($235 million delayed draw term loan plus ~$290 million revolving credit) to fund the cash merger consideration and related transaction costs. While Item 2.03 technically covers creation of direct financial obligations, the core event is the completion of a material acquisition, with the debt financing being the mechanism to fund it. The reference to \"consummation of the Mergers\" and use of proceeds to pay \"merger consideration\" and \"repayment of outstanding indebtedness under Thermon's existing credit facility\" confirms this is M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3021,"accession_number":"0001104659-26-068661","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of \"the Mergers\" on the Closing Date, with a press release announcing completion furnished as Exhibit 99.1. This is a material acquisition or merger completion event. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is clearly M\u0026A activity — the completion of merger transactions that would materially affect the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7712,"run_id":6775,"accession_number":"0001104659-26-068661","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Following the merger completion, CECO appointed Marcus J. George and Victor L. Richey as new directors to the Board, and elevated Todd Gleason to Chairman, increasing the Board size from eight to ten members.","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3019,"accession_number":"0001104659-26-068661","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on the appointment of two new directors (Marcus J. George and Victor L. Richey) to the Board following a merger, and the elevation of Todd Gleason to Chairman. While the Board size increased from eight to ten members, the principal disclosed actions are the taking of new roles by these individuals. The appointment of directors and a CEO to Chairman are material governance changes that would affect investor assessment of the company's leadership structure post-merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7713,"run_id":6775,"accession_number":"0001104659-26-068661","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"CECO amended its bylaws to increase the maximum board size from nine to ten directors in connection with the merger transaction, facilitating the appointment of two Thermon directors post-closing.","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3020,"accession_number":"0001104659-26-068661","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"This Item 5.03 discloses a bylaw amendment increasing the maximum board size from nine to ten directors in connection with a merger transaction. While bylaw amendments are typically routine administrative matters, this amendment is material because it is directly tied to a merger (the \"Mergers\" referenced in connection with the Merger Agreement) and facilitates the appointment of two Thermon directors post-closing. The materiality derives from the underlying M\u0026A activity, not the bylaw amendment itself. Since the section focuses on the bylaw amendment rather than the merger completion or executive appointments, and no single event type perfectly captures a bylaw amendment tied to M\u0026A, \"other_material\" is most appropriate.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3017,"accession_number":"0001104659-26-068661","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger between CECO Environmental and Thermon on June 1, 2026. The filing details the consummation of a two-step merger structure, the conversion of Thermon shares into CECO consideration (approximately 22.53 million shares issued plus $329.4 million in cash), and the delisting of Thermon from NYSE. This is a material acquisition/change of control event that fundamentally alters the registrant's capital structure and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01"},{"id":3018,"accession_number":"0001104659-26-068661","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the consummation of mergers (referred to as \"the Mergers\") and the incurrence of $525 million in new indebtedness ($235 million delayed draw term loan plus ~$290 million revolving credit) to fund the cash merger consideration and related transaction costs. While Item 2.03 technically covers creation of direct financial obligations, the core event is the completion of a material acquisition, with the debt financing being the mechanism to fund it. The reference to \"consummation of the Mergers\" and use of proceeds to pay \"merger consideration\" and \"repayment of outstanding indebtedness under Thermon's existing credit facility\" confirms this is M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01"},{"id":3019,"accession_number":"0001104659-26-068661","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on the appointment of two new directors (Marcus J. George and Victor L. Richey) to the Board following a merger, and the elevation of Todd Gleason to Chairman. While the Board size increased from eight to ten members, the principal disclosed actions are the taking of new roles by these individuals. The appointment of directors and a CEO to Chairman are material governance changes that would affect investor assessment of the company's leadership structure post-merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01"},{"id":3020,"accession_number":"0001104659-26-068661","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"This Item 5.03 discloses a bylaw amendment increasing the maximum board size from nine to ten directors in connection with a merger transaction. While bylaw amendments are typically routine administrative matters, this amendment is material because it is directly tied to a merger (the \"Mergers\" referenced in connection with the Merger Agreement) and facilitates the appointment of two Thermon directors post-closing. The materiality derives from the underlying M\u0026A activity, not the bylaw amendment itself. Since the section focuses on the bylaw amendment rather than the merger completion or executive appointments, and no single event type perfectly captures a bylaw amendment tied to M\u0026A, \"other_material\" is most appropriate.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01"},{"id":3021,"accession_number":"0001104659-26-068661","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of \"the Mergers\" on the Closing Date, with a press release announcing completion furnished as Exhibit 99.1. This is a material acquisition or merger completion event. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is clearly M\u0026A activity — the completion of merger transactions that would materially affect the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:15:49.074532+00:00","company_name":"CECO ENVIRONMENTAL CORP","ticker":"CECO","filing_date":"2026-06-01"}]}