Schedule of Fair Value of Consideration Transferred for the Merger

The following table summarizes the fair value of consideration transferred for the Merger:


	Amount
Mixed Consideration (Mixed elections and non-electors)
Stock component
Number of Thermon's Common Stock shares		17,231,130
Exchange ratio per Merger Agreement		0.6840
Number of CECO Common Stock shares issued to Thermon shareholders		11,786,093
CECO Common Stock closing price as of June 1, 2026	$	79.03
Consideration in the form of CECO's Common Stock	$	931,455
Cash component
Number of Thermon's Common Stock shares		17,231,130
Per Share Cash Consideration	$	10.00
Consideration in form of cash	$	172,311
Total Mixed Consideration	$	1,103,766
Cash Consideration
Number of Thermon's Common Stock shares		2,142,408
Per share Cash Consideration	$	63.89
All-Cash Consideration	$	136,878
Cash issued due to Maximum Aggregate Stock Shares proration per the Merger Agreement	$	20,207
Total Cash Consideration	$	157,085
Stock Consideration
Number of Thermon's Common Stock shares		13,566,156
Exchange ratio per Merger Agreement		0.8110
Number of CECO Common Stock shares		11,002,153
Less: CECO Common Stock shares due to Maximum Aggregate Stock Shares proration per the Merger Agreement		(257,495	)
Number of CECO Common Stock shares issued pursuant to the Maximum Aggregate Stock Shares proration per the Merger Agreement		10,744,658
CECO Common Stock closing price as of June 1, 2026	$	79.03
Total Stock Consideration	$	849,150
Fractional Shares	$	68
Total Merger Consideration per the Merger Agreement	$	2,110,069
Pre-combination value of replaced Thermon equity awards	$	11,609
Cash settlement of Thermon equity awards	$	2,111
Repayment of Thermon indebtedness	$	141,682
Less: D&O tail insurance premium	$	(1,371	)
Total preliminary consideration transferred	$	2,264,100

Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The preliminary allocation of the total estimated purchase consideration is as follows:


(in thousands)	Preliminary Fair Value
Total preliminary consideration transferred	$	2,264,100
Assets
Cash and cash equivalents		35,724
Restricted cash		5,831
Accounts receivable		103,832
Costs and estimated earnings in excess of billings on uncompleted contracts		28,138
Inventories		158,366
Prepaid expenses and other current assets		10,182
Prepaid income taxes		1,235
Property, plant and equipment		129,785
Right-of-use assets from operating leases		15,097
Intangible assets – finite life		911,000
Deferred charges and other assets		11,681
Total assets	$	1,410,871
Liabilities
Accounts payable		37,569
Accrued liabilities		79,570
Billings in excess of costs and estimated earnings on uncompleted contracts		8,349
Income taxes payable		2,185
Deferred income tax liability		207,797
Operating lease liabilities		12,334
Other liabilities		9,438
Total liabilities		357,242
Net assets		1,053,629
Goodwill	$	1,210,471

Acquired intangible assets consisted of the following:


(in thousands)	Amount
Technology		195,000
Customer lists		570,000
Tradenames		120,000
Backlog		26,000
Total acquired intangible assets	$	911,000

Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing.


(in thousands)
Current assets (including cash of $134 and accounts receivable of $861)	$	1,420
Intangible - finite life		6,050
Goodwill		2,671
Other assets		447
Total assets acquired		10,588
Current liabilities assumed		(247	)
Other liabilities assumed		(291	)
Net assets acquired	$	10,050

Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing.


(in thousands)
Current assets (including cash and cash equivalents of $22,675 and accounts receivable of $14,151)	$	54,867
Property and equipment		17,416
Intangible - finite life		41,810
Goodwill		25,572
Other assets		801
Total assets acquired		140,466
Current liabilities assumed		(8,567	)
Deferred income tax liability		(11,226	)
Other liabilities assumed		(291	)
Net assets acquired	$	120,382

Schedule of Unaudited Pro Forma Financial Information


	Three months ended June 30,				Six months ended June 30,
(in thousands, except per share data)	2026		2025		2026		2025
Net sales	$	359,763	$	294,289	$	714,014	$	605,066
Net income (loss) attributable to CECO Environmental Corp.		16,403		1,992		13,376		(19,470	)