NYSE: THR Thermon Group Holdings, Inc. 8-K

Thermon shareholders approve $63.89/share merger with CECO Environmental

Filed May 28, 2026 · Period ending May 27, 2026 · ~1 min read

Key Changes

high

Shareholders overwhelmingly approved merger with CECO Environmental Corp., with each THR share converting to either: (1) 0.6840 CECO shares plus $10 cash, (2) $63.89 all-cash, or (3) 0.8110 CECO shares all-stock. Vote passed 99.98% in favor.

Item 5.07: Shareholder Vote verify on EDGAR →
medium

Strong shareholder participation with 87.5% of outstanding shares (28.8M of 32.9M) represented at the special meeting, signaling broad support for the transaction.

Item 5.07: Meeting Results verify on EDGAR →
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Merger closing remains subject to satisfaction of additional conditions beyond shareholder approval. Investors should watch for subsequent 8-K announcing either condition satisfaction or deal closing.

Item 5.07: Closing Conditions verify on EDGAR →
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Shareholders approved merger-related executive compensation on advisory basis (non-binding vote: 28.5M for, 249K against), indicating acceptance of management pay arrangements.

Item 5.07: Executive Comp verify on EDGAR →

Summary

Thermon Group Holdings shareholders voted decisively to approve a merger with CECO Environmental Corp., with 99.98% of votes cast in favor. Under the deal terms, THR shareholders can choose between three consideration options: mixed (0.6840 CECO shares plus $10 cash), all-cash ($63.89 per share), or all-stock (0.8110 CECO shares).

The strong 87.5% turnout and near-unanimous approval suggest shareholders view the transaction favorably. While shareholder approval represents a critical milestone, the merger cannot close until remaining conditions in the merger agreement are satisfied or waived. Retail investors holding THR shares should monitor for the next 8-K filing announcing either completion of these conditions or the actual merger closing.

Once closed, THR will become a wholly-owned subsidiary of CECO through a two-step merger process. Shareholders will need to make their election among the three consideration options, likely through materials from their broker.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~600 words

Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.

2 Added

Added Merger approval high

Added in current filing · verify on EDGAR →

To vote on a proposal to adopt the Merger Agreement, pursuant to which (a) Merger Sub Inc. will merge with and into Thermon, with Thermon surviving as a wholly owned subsidiary of CECO and (b) immediately following the First Merger, the surviving corporation will merge with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity, and each share of Company Common Stock (other than certain excluded shares and dissenting shares) will be converted into the right to receive, at the election of the holder, (i) mixed consideration consisting of 0.6840 shares of common stock, par value $0.01 per share, of CECO (“CECO common stock”) and $10.00 in cash, (ii) cash consideration of $63.89 per share or (iii) stock consideration of 0.8110 shares of CECO common stock per share

Shareholders voted to approve a two-step merger with CECO Environmental Corp. Under the deal, Thermon shareholders can elect to receive mixed consideration (0.6840 CECO shares plus $10.00 cash), all-cash ($63.89 per share), or all-stock (0.8110 CECO shares). The proposal passed with 28,766,607 votes for, 3,169 against, and 3,102 abstentions out of 28,772,878 shares represented at the special meeting.

Added Closing conditions medium

Added in current filing · verify on EDGAR →

The approval of the Thermon Merger Proposal satisfies one of the conditions to the closing of the Mergers contemplated by the Merger Agreement. The closing of the Mergers remains subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

While shareholder approval has been obtained, the merger cannot close until other conditions specified in the merger agreement are satisfied or waived. Investors should monitor for subsequent 8-K filings announcing either the satisfaction of remaining conditions or the actual closing of the transaction.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Thermon disclosed stockholder meeting results on May 27, 2026 related to pending mergers via Regulation FD press release.

2 Added

Added Stockholder meeting results for mergers high

Added in current filing · verify on EDGAR →

On May 28, 2026, the Company issued a joint press release announcing the results of its stockholder meeting held on May 27, 2026 in connection with the Mergers.

Thermon held a stockholder meeting on May 27, 2026 to vote on proposed mergers and issued a press release announcing the results. The 8-K does not disclose the actual vote outcomes or merger details, only that results were announced via press release furnished as an exhibit.

Show 1 minor / wording change

Added Regulation FD disclosure treatment low

Added in current filing · verify on EDGAR →

The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The company clarifies this disclosure is "furnished" under Regulation FD rather than "filed," meaning it carries reduced legal liability and is not automatically incorporated into other SEC filings. This is standard treatment for Item 7.01 disclosures but limits the enforceability of the information provided.

Event · Item 9.01 — Financial Statements and Exhibits

~400 words

Thermon disclosed merger-related forward-looking statements and attached a joint press release regarding transactions with CECO.

2 Added

Added Merger Agreement with CECO high

Added in current filing · verify on EDGAR →

Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Mergers and other transactions contemplated by the Merger Agreement.

Thermon disclosed that it has entered into a Merger Agreement with CECO Environmental Corp. The 8-K references mergers and other transactions contemplated by this agreement, indicating a significant corporate combination is underway. A joint press release dated May 28, 2026 was furnished as Exhibit 99.1 to provide additional details.

Show 1 minor / wording change

Added Forward-looking statements disclosure low

Added in current filing · verify on EDGAR →

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

The filing includes standard forward-looking statement disclaimers related to the merger transaction. This is procedural language warning investors that statements about expected merger outcomes are subject to risks and uncertainties and may not materialize as anticipated.