RICHEY VICTOR L JR 4
4 · CECO ENVIRONMENTAL CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
CECO Director Victor L. Richey Receives 6,378 Shares and 2,215 RSUs
What Happened
- Victor L. Richey, a director of CECO Environmental Corp. (CECO), acquired 6,378 shares of CECO common stock on June 1, 2026 as part of the closing of CECO’s merger with Thermon. This acquisition was in exchange for his previously held Thermon shares (he elected the stock consideration under the merger agreement).
- On the same date he was also granted 2,215 restricted stock units (RSUs) under CECO’s Deferred Compensation Plan for Non‑Employee Directors. The RSUs are derivative awards (reported at $0.00) and each RSU represents a contingent right to one share.
Key Details
- Transaction date(s): June 1, 2026; Form 4 filed June 3, 2026.
- Transaction codes: A = Award/Grant (6,378 shares reported as acquired via merger consideration; 2,215 RSUs reported as derivative grant at $0.00).
- Price/consideration: 6,378 shares received in merger consideration (no per‑share cash price reported); RSUs granted at $0.00 (derivative award).
- Vesting and distribution: RSUs vest on May 15, 2027. Conversion/distribution of RSUs to common stock is deferred until termination of director service under the plan.
- Footnotes: Shares were received under the Merger Agreement between CECO and Thermon; Mr. Richey elected the Stock Election Consideration (see filing).
- Timeliness: Report filed within two business days of the reported transaction date (no late‑filing flag).
Context
- This was not an open‑market purchase or sale: the 6,378 shares were received as merger consideration for Thermon shares, and the 2,215 RSUs are deferred compensation for a non‑employee director. Such awards reflect transaction mechanics and compensation policy rather than an immediate personal buy/sell decision.
- RSUs are derivative awards that convert to stock only upon vesting and distribution; they are commonly used to retain directors and defer compensation.
Insider Transaction Report
Form 4
RICHEY VICTOR L JR
Director
Transactions
- Award
Common Stock
[F1][F2][F3]2026-06-01+6,378→ 6,378 total - Award
Restricted Stock Units
[F4][F5]2026-06-01+2,215→ 2,215 total→ Common Stock (2,215 underlying)
Footnotes (5)
- [F1]On June 1, 2026 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among CECO Environmental Corp. (the "Issuer"), Thermon Group Holdings, Inc. ("Thermon"), Longhorn Merger Sub, Inc. ("Merger Sub, Inc.") and Longhorn Merger Sub LLC ("Merger Sub LLC"), (i) Merger Sub, Inc. merged with and into Thermon, with Thermon continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger (the "First Merger") and (ii) Thermon, 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.
- [F2](Continued from Footnote 1) Pursuant to the Merger Agreement, at the effective time of the First Merger (the "Effective Time"), each share of Thermon's common stock issued and outstanding immediately prior to the Effective Time 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: (A) 0.6840 shares of the Issuer's common stock plus $10.00 in cash without interest (the "Mixed Election Consideration"), (B) $63.89 in cash, (C) 0.8110 shares of the Issuer's common stock (the "Stock Election Consideration"), or (D) for any shares of Thermon's common stock for which no election was made, the Mixed Election Consideration.
- [F3](Continued from Footnote 2) The Reporting Person elected to receive the Stock Election Consideration in exchange for his shares of Thermon common stock. As a result, the Reporting Person received 6,378 shares of the Issuer's common stock in exchange for shares of Thermon common stock held by the Reporting Person immediately prior to the Effective Time.
- [F4]Represents restricted stock units granted under the CECO Environmental Corp. Deferred Compensation Plan for Non-Employee Directors. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock and will vest on May 15, 2027.
- [F5]Conversion of restricted stock units to the Issuer's common stock and distribution of such stock under the Deferred Compensation Plan is deferred until termination of service as a director.
Signature
/s/ Kiril Kovachev as Attorney-in-Fact for Victor L. Richey Jr.|2026-06-03