{"filing":{"accession_number":"0001104659-26-068666","cik":"0001489096","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"tm2616040d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"events":[{"id":7714,"run_id":6776,"accession_number":"0001104659-26-068666","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Thermon Group Holdings was acquired by CECO Environmental Corporation in a merger transaction consummated on June 1, 2026. The transaction involved a two-step merger process, with Thermon shareholders receiving mixed consideration consisting of approximately 22.53 million CECO shares and $329.4 million in cash. As a result, Thermon became a wholly-owned subsidiary of CECO, all directors and officers ceased their positions by operation of the merger, and Thermon's Common Stock was delisted from the NYSE.","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3022,"accession_number":"0001104659-26-068666","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses termination of Thermon's material credit agreement in connection with the consummation of mergers (the \"Mergers\"). The filing explicitly references Item 2.01, which typically covers material acquisitions and mergers. The discharge of all outstanding obligations under the JPMorgan Chase credit facility and termination of all commitments is a direct consequence of the merger transaction, making this a material acquisition/change-of-control event rather than a standalone debt termination.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3023,"accession_number":"0001104659-26-068666","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Thermon Group Holdings was acquired by CECO Environmental Corporation. The filing details the consummation of the \"Mergers\" on the Closing Date, the merger consideration structure (mixed stock/cash, all-cash, or all-stock elections), the issuance of approximately 22.53 million CECO shares and $329.4 million in cash, and the delisting of Thermon from the NYSE. This is a material change of control and acquisition event that fundamentally alters the registrant's status.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3024,"accession_number":"0001104659-26-068666","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that on June 1, 2026, Thermon notified the NYSE of the consummation of mergers and requested delisting of Thermon Common Stock from the NYSE. Trading of the stock under ticker \"THR\" was suspended prior to market opening on June 1, 2026, and the Company intends to file Form 15 to suspend reporting obligations. This is a definitive delisting event, not merely a risk of delisting.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3025,"accession_number":"0001104659-26-068666","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 describes the material modification of security holder rights resulting from the \"First Merger\" in which Thermon Common Stock holders cease to have rights in their original shares and receive merger consideration (Mixed Consideration, Cash Consideration, or Stock Consideration) in exchange. This is a merger completion disclosure, which constitutes M\u0026A activity. The reference to Items 2.01 and 3.01 (which typically cover mergers and plan of acquisition/disposition) confirms this is the operative merger event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3026,"accession_number":"0001104659-26-068666","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses completion of a merger transaction on June 1, 2026, whereby Thermon Group Holdings became a wholly-owned subsidiary of CECO through a two-step merger process involving Merger Sub Inc. and Merger Sub LLC. This constitutes a material change of control and completion of a material acquisition, which is the core event type for M\u0026A activity under Items 1.01, 2.01, and 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3027,"accession_number":"0001104659-26-068666","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes the automatic cessation of all directors and executive officers \"by the operation of the First Merger\" and \"by virtue of\" the merger's effective time. This language indicates a merger or change-of-control transaction has occurred, which is the material event. While Item 5.02 is cited, the substance is M\u0026A activity (merger completion) rather than routine executive departures, as evidenced by the statement that departures were \"not a result of any disagreement\" and occurred systematically across the entire board and officer corps.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3028,"accession_number":"0001104659-26-068666","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure announces the consummation of \"the Mergers\" on the Closing Date via a press release issued by CECO. This constitutes completion of a material acquisition or merger transaction. Although Item 7.01 is a catch-all for other events, the substance of the disclosure—announcement of merger completion—is a core M\u0026A event that would materially affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3022,"accession_number":"0001104659-26-068666","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses termination of Thermon's material credit agreement in connection with the consummation of mergers (the \"Mergers\"). The filing explicitly references Item 2.01, which typically covers material acquisitions and mergers. The discharge of all outstanding obligations under the JPMorgan Chase credit facility and termination of all commitments is a direct consequence of the merger transaction, making this a material acquisition/change-of-control event rather than a standalone debt termination.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"},{"id":3023,"accession_number":"0001104659-26-068666","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Thermon Group Holdings was acquired by CECO Environmental Corporation. The filing details the consummation of the \"Mergers\" on the Closing Date, the merger consideration structure (mixed stock/cash, all-cash, or all-stock elections), the issuance of approximately 22.53 million CECO shares and $329.4 million in cash, and the delisting of Thermon from the NYSE. This is a material change of control and acquisition event that fundamentally alters the registrant's status.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"},{"id":3024,"accession_number":"0001104659-26-068666","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that on June 1, 2026, Thermon notified the NYSE of the consummation of mergers and requested delisting of Thermon Common Stock from the NYSE. Trading of the stock under ticker \"THR\" was suspended prior to market opening on June 1, 2026, and the Company intends to file Form 15 to suspend reporting obligations. This is a definitive delisting event, not merely a risk of delisting.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"},{"id":3025,"accession_number":"0001104659-26-068666","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 describes the material modification of security holder rights resulting from the \"First Merger\" in which Thermon Common Stock holders cease to have rights in their original shares and receive merger consideration (Mixed Consideration, Cash Consideration, or Stock Consideration) in exchange. This is a merger completion disclosure, which constitutes M\u0026A activity. The reference to Items 2.01 and 3.01 (which typically cover mergers and plan of acquisition/disposition) confirms this is the operative merger event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"},{"id":3026,"accession_number":"0001104659-26-068666","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses completion of a merger transaction on June 1, 2026, whereby Thermon Group Holdings became a wholly-owned subsidiary of CECO through a two-step merger process involving Merger Sub Inc. and Merger Sub LLC. This constitutes a material change of control and completion of a material acquisition, which is the core event type for M\u0026A activity under Items 1.01, 2.01, and 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"},{"id":3027,"accession_number":"0001104659-26-068666","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes the automatic cessation of all directors and executive officers \"by the operation of the First Merger\" and \"by virtue of\" the merger's effective time. This language indicates a merger or change-of-control transaction has occurred, which is the material event. While Item 5.02 is cited, the substance is M\u0026A activity (merger completion) rather than routine executive departures, as evidenced by the statement that departures were \"not a result of any disagreement\" and occurred systematically across the entire board and officer corps.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"},{"id":3028,"accession_number":"0001104659-26-068666","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure announces the consummation of \"the Mergers\" on the Closing Date via a press release issued by CECO. This constitutes completion of a material acquisition or merger transaction. Although Item 7.01 is a catch-all for other events, the substance of the disclosure—announcement of merger completion—is a core M\u0026A event that would materially affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:16:10.409703+00:00","company_name":"Thermon Group Holdings, Inc.","ticker":"THR","filing_date":"2026-06-01"}]}