GEORGE MARCUS J 4
4 · CECO ENVIRONMENTAL CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
CECO Director George Marcus Receives Shares in Thermon Merger
What Happened George Marcus J, a director of CECO Environmental Corp. (CECO), was issued equity on June 1, 2026 as part of CECO’s acquisition of Thermon. The Form 4 reports two acquisitions (code A): 36,690 CECO shares (price reported as N/A) and 2,215 CECO shares reported at $0.00. The 36,690 shares were received when Mr. Marcus elected the “Mixed Election Consideration” in the merger, converting his Thermon shares into CECO stock (see footnotes).
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (appears timely).
- Reported entries: 36,690 shares @ N/A; 2,215 shares @ $0.00 (both acquisition code A).
- Shares vested/vesting: Footnote states shares will vest on May 15, 2027.
- Transaction context: Shares were received as merger consideration under the Agreement and Plan of Merger (Thermon → CECO); not an open‑market buy or sale.
- Shares owned after transaction: Not specified in the filing.
Context These shares arose from the Thermon merger mechanics (the “Mixed Election Consideration” option detailed in the filing), not from a voluntary market purchase or sale. Because some or all of the issuance vests in the future, the shares may be restricted until May 15, 2027. This is an acquisition-type insider report (A) reflecting merger consideration rather than an indicator of open-market buying or selling.
Insider Transaction Report
- Award
Common Stock
[F1][F2][F3]2026-06-01+36,690→ 36,690 total - Award
Common Stock
[F4]2026-06-01+2,215→ 38,905 total
Footnotes (4)
- [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, 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 Mixed Election Consideration in exchange for his shares of Thermon common stock. As a result, the Reporting Person received 36,690 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]Shares will vest on May 15, 2027.