UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Explanatory Note
On June 1, 2026, CECO Environmental Corp. (“CECO” or the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Report”) reporting, among other events, the completion of its previously announced acquisition of Thermon Group Holdings, Inc. (“Thermon”) pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026, by and among the Company, Thermon, and the other parties thereto.
This Current Report on Form 8-K/A (this “Amendment”) amends the Original Report to provide the unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K, which was not included in the Original Report in reliance on Item 9.01(b). The audited consolidated financial statements of Thermon required by Item 9.01(a) of Form 8-K were previously filed with the Original Report and are incorporated by reference herein. Except as set forth in this Amendment, no other changes are being made to the Original Report. This Amendment should be read in conjunction with the Original Report.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of Thermon Group Holdings, Inc. as of March 31, 2026 and March 31, 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two fiscal years in the period ended March 31, 2026, and the related notes thereto, are incorporated herein by reference as set forth in the Original Report.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of CECO and Thermon as of March 31, 2026 and the unaudited pro forma condensed combined statement of operations of CECO and Thermon for the three months ended March 31, 2026, and the related notes thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm for Thermon Group Holdings, Inc. | |
| 99.1 | Unaudited pro forma condensed combined balance sheet of CECO and Thermon as of March 31, 2026 and the unaudited pro forma condensed combined statement of operations of CECO and Thermon for the three months ended March 31, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CECO Environmental Corp. | ||
| Date: July 31, 2026 | By: | /s/ Kiril Kovachev |
| Kiril Kovachev | ||
| Chief Accounting Officer | ||