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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Agreement and Plan of Merger On the Closing Date, the Company consummated the Mergers. The Mergers are intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Merger Consideration At the effective time of the First Merger, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.001 per share, of Ther…
by reference. On June 1, 2026, in connection with the consummation of the Mergers, the Company notified the NYSE that the certificates of merger were filed with the Secretary of State of the State of Delaware, in each case, to effect the Mergers. The Company requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, on Form 25 in order to initiate the delisting of Thermon Common Stock from the NYSE and the dere…
by reference. On June 1, 2026, pursuant to the Merger Agreement, (i) Merger Sub Inc. merged with and into the Company, with the Company continuing as a wholly-owned subsidiary of CECO and the surviving corporation of the merger and (ii) the Company, 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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Departure of Directors By the operation of the First Merger, all of the directors of Thermon ceased to be directors of Thermon and members of any and all committees of Thermon’s board of directors, effective as of the effective time of the First Merger. This was not a result of any disagreement between the Company and the directors on any matter rel…
Termination of a Material Definitive Agreement. In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N…
by reference. At the effective time of the First Merger, each holder of a share of Thermon Common Stock that was outstanding immediately prior to the effective time of the First Merger, (other than the Excluded Shares, as defined in the Merger Agreement) ceased to have any rights with respect thereto, except the right to receive (i) the Mixed Consideration, the Cash Consideration, or the Stock Consideration, (ii) any dividends or other distributions in accordance with the Merger Agreement and…
Results of Operations and Financial Condition. On May 19, 2026, Thermon Group Holdings, Inc. (“Thermon,” "the Company,""we,""us" or "our") issued a press release announcing its consolidated financial results for the fourth quarter and fiscal year ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished…
Entry into a Material Definitive Agreement. On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Parent ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Parent (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Parent (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Pla…
Results of Operations and Financial Condition. On February 5, 2026, Thermon Group Holdings, Inc. (“Thermon,” "the Company,""we,""us" or "our") issued a press release announcing its consolidated financial results for the third quarter of the fiscal year ending March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being fur…
Results of Operations and Financial Condition. On November 6, 2025, Thermon Group Holdings, Inc. (“Thermon,” "the Company,""we,""us" or "our") issued a press release announcing its consolidated financial results for the second quarter of the fiscal year ending March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being fu…
Results of Operations and Financial Condition. On August 7, 2025, Thermon Group Holdings, Inc. (“Thermon,” "the Company,""we,""us" or "our") issued a press release announcing its consolidated financial results for the first quarter of the fiscal year ending March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being furni…
Entry into a Material Definitive Agreement. On July 24, 2025, Thermon Group Holdings, Inc. (the “Company”), as a credit party and a guarantor, Thermon Holding Corp. (the “US Borrower”), Thermon Canada Inc. (the “Canadian Borrower”) and Thermon Europe B.V. (the “Dutch Borrower” and together with the US Borrower and the Canadian Borrower, the “Borrowers”), as borrowers, entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with several banks and other financial in…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 1, 2025, Thermon Group Holdings, Inc. (the “ Company ”) announced that its Board of Directors has appointed Thomas Cerovski as the Company’s Senior Vice President and Chief Operating Officer, effective immediately. In connection with this appointment, Mr. Cerovski will receive an annual base salary of $425,000 and is eligible to participate…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 1, 2025, Thermon Group Holdings, Inc. (the “ Company ”) announced that its Board of Directors has appointed Thomas Cerovski as the Company’s Senior Vice President and Chief Operating Officer, effective immediately. In connection with this appointment, Mr. Cerovski will receive an annual base salary of $450,000 and is eligible to participate…
Results of Operations and Financial Condition. On May 22, 2025, Thermon Group Holdings, Inc. (“Thermon,” "the Company,""we,""us" or "our") issued a press release announcing its consolidated financial results for the fourth quarter and year ending March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and sh…
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