Thermon Group Holdings, Inc. 8-K

What Happened
Thermon Group Holdings, Inc. (THR) announced on Feb 23, 2026 that it entered into a definitive Agreement and Plan of Merger with CECO Environmental Corp. (the “Parent”) and two Parent merger subsidiaries. Under the agreement, Thermon will be merged into the Parent’s subsidiaries and, upon closing, Thermon stockholders will receive one of three election-based forms of consideration: Mixed Consideration (0.6840 shares of Parent common stock + $10.00 cash), Cash Consideration ($63.89 cash per Thermon share), or Stock Consideration (0.8110 shares of Parent common stock). The Thermon board unanimously recommended the merger and the parties issued a joint press release on Feb 24, 2026.

Key Details

• Agreement date: February 23, 2026; press release filed Feb 24, 2026.
• Consideration options per Thermon share: $63.89 cash, 0.8110 Parent shares, or 0.6840 Parent shares + $10.00 cash.
• Closing conditions include Thermon stockholder approval (majority vote), Parent stockholder approval for required stock issuance, HSR clearance, Nasdaq listing approval for shares issued, and effectiveness of a Form S-4.
• Financing: Bank of America committed to a $200M incremental term loan facility, potential use of up to $365M under Parent’s revolver, and a $700M backup revolver if needed; funding subject to customary conditions and consummation of the transaction.
• Treatment of equity awards: outstanding restricted/performance units will be converted into Parent RSUs based on the Stock Consideration ratio (performance measured at target/actual then converted to time‑based vesting); in-the-money Thermon options with exercise price below the Cash Consideration will be cashed out for the difference; other options will be cancelled for no consideration.
• Termination fees: Thermon may owe a $74.7M termination fee in certain circumstances; Parent may owe a $105M termination fee in reciprocal circumstances.
• Governance: Parent’s board will expand from 8 to 10 directors, and two current Thermon directors will be appointed to the Parent board (one designated by Thermon, one by mutual agreement).
• Outside date: the agreement may be terminated if the Mergers are not consummated by August 24, 2026 (limited extension to November 23, 2026 only to obtain antitrust clearances).

Why It Matters
This is a definitive acquisition agreement that, if approved and closed, will make Thermon a wholly owned subsidiary of CECO and remove Thermon’s public listing. The deal gives Thermon shareholders a choice of cash, stock or a mix of both, so the outcome will affect both immediate cash value and future ownership in the combined company. Key investor considerations from the filing include required shareholder votes, regulatory approvals (including antitrust and Nasdaq listing), the financing commitments backing the deal, and the potential dilution or cash outcome depending on each shareholder’s election and any proration rules.