Form 8-K/A

8-K/A — CECO ENVIRONMENTAL CORP

Accession: 0001104659-26-089307

Filed: 2026-08-03

Period: 2026-06-01

CIK: 0000003197

SIC: 3564 (INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2621629d1_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2621629d1_ex23-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2621629d1_ex99-1.htm)

GRAPHIC (tm2621629d1_ex23-1img01.jpg)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2621629d1_8ka.htm · Sequence: 1

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0000003197

2026-06-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 1, 2026

CECO ENVIRONMENTAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

000-7099

13-2566064

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5080 Spectrum Drive,

East Tower, Suite 800E

Addison, Texas 75001

(Address of principal executive

offices, including zip code)

(214) 357-6181

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.01 per share

CECO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2621629d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

KPMG LLP

Suite 1900

111 Congress Avenue

Austin, TX 78701-4091

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No.

333-291117) on Form S-3 and (Nos. 333-239224, 333-239707, 333-256466, and 333-296401) on Form S-8 of CECO Environmental Corp. of our

reports dated May 21, 2026, with respect to the consolidated financial statements of Thermon Group Holdings, Inc. and the

effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Austin, Texas

July 30, 2026

KPMG LLP, a Delaware limited liability partnership, and its subsidiaries are part of

the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company

limited by guarantee.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621629d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

February 23, 2026, CECO Environmental Corp. (“CECO” or the “Company”), a Delaware corporation, Longhorn Merger

Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of CECO (“Merger Sub Inc.”), Longhorn Merger Sub

LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CECO (“Merger Sub LLC”), and Thermon

Group Holdings, Inc. (“Thermon”), a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger

Agreement”). Pursuant to the Merger Agreement, on June 1, 2026 (the “Closing Date”), Merger Sub Inc. merged with

and into Thermon (the “First Merger”), with Thermon surviving the First Merger as a wholly owned subsidiary of CECO.

Immediately after the First Merger, Thermon merged with and into Merger Sub LLC (the “Second Merger”), with Merger Sub LLC

surviving the Second Merger as a wholly owned subsidiary of CECO. In connection with the Second Merger, the name of the surviving entity

was changed to Thermon Group Holdings, LLC. The First Merger and the Second Merger are collectively referred to as the “Mergers.”

Concurrently with the execution of the Merger Agreement, on February 23, 2026, the Company entered into the Financing (as defined

and further described in Note 1), which was also completed on June 1, 2026.

The following unaudited pro

forma condensed combined financial information (“Pro Forma Financial Information”) of CECO has been prepared in accordance

with Article 11 of Regulation S-X and gives pro forma effect to the Mergers and the Financing, and includes adjustments intended

to illustrate the estimated pro forma effects of the Mergers (the “Transaction Accounting Adjustments”) and the Financing

(the “Financing Adjustments”).

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026, gives effect to the Mergers and the Financing as if they had been completed on March 31,

2026, and combines the consolidated balance sheet of CECO as of March 31, 2026, with the consolidated balance sheet of Thermon as

of March 31, 2026.

The unaudited pro forma condensed

combined statement of operations for the three months ended March 31, 2026 and the year ended December 31, 2025, gives effect

to the Mergers and the Financing as if they had been completed on January 1, 2025, and combines the consolidated statement of income

of CECO for the three months ended March 31, 2026 and the year ended December 31, 2025, and the consolidated statement of operations

and comprehensive income of Thermon for the three months ended March 31, 2026 and the period from January 1, 2025 to December 31,

2025 (i.e., the twelve months ended December 31, 2025). Refer to Note 3 for further details of the alignment of Thermon’s fiscal

year end to CECO’s fiscal year end.

The unaudited Pro Forma Financial

Information should be read in conjunction with the following:

· The accompanying notes to the unaudited Pro Forma

Financial Information;

· The unaudited consolidated financial statements

of CECO as of and for the three month ended March 31, 2026, and the related notes, as included in CECO’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on April 30, 2026

· The audited consolidated financial statements

of Thermon as of and for the year ended March 31, 2026, and the related notes, as included in Thermon’s Annual Report on Form 10-K as filed with the SEC on May 21, 2026;

· The audited consolidated financial statements

of CECO as of and for the year ended December 31, 2025, and the related notes, as included in CECO’s Annual Report on Form 10-K as filed with the SEC on March 2, 2026;

· The unaudited consolidated financial statements

of Thermon as of and for the nine months ended December 31, 2025, and the related notes, as included in Thermon’s Quarterly Report on Form 10-Q as filed with the SEC on February 5, 2026; and

· The audited consolidated financial statements

of Thermon as of and for the year ended March 31, 2025, and the related notes, as included in Thermon’s Annual Report on Form 10-K as filed with the SEC on May 22, 2025.

The unaudited Pro Forma Financial

Information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position

that would have been achieved had the Mergers and the Financing been consummated on the dates indicated or that the combined company may

achieve in future periods. The Transaction Accounting Adjustments and the Financing Adjustments represent management’s best estimates

and are based upon currently available information and certain assumptions that management believes are reasonable and supportable. As

the unaudited Pro Forma Financial Information has been prepared based on these assumptions, the final amounts recorded may differ materially

from the information presented herein. Further, the unaudited Pro Forma Financial Information does not reflect any operating synergies,

dis-synergies, or cost savings that may result from the Mergers.

CECO Environmental COrp.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of MARCH 31, 2026

CECO

Thermon

CECO

(in thousands, except share data)

(Historical)

(Reclassified)

(Note 3)

Transaction

Accounting

Adjustments

(Note 5)

Financing

Adjustments

(Note 6)

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

45,411

52,275

(518,449

)

5(a)

518,449

6(a)

101,794

Restricted cash

5,574

5,670

Accounts receivable, net of allowances

278,528

125,414

403,942

Costs and estimated earnings in excess of billings on uncompleted contracts

103,720

26,737

130,457

Inventories

60,175

118,148

40,218

5(b)

218,541

Prepaid expenses and other current assets

40,739

11,845

5,742

5(c)

58,326

Prepaid income taxes

10,564

1,208

11,772

Total current assets

539,233

341,201

(468,381

)

518,449

930,502

Property, plant and equipment, net

48,092

79,739

50,076

5(d)

177,097

Right-of-use assets from operating leases

29,181

14,783

43,964

Goodwill

291,128

269,041

897,347

5(e)

1,457,516

Intangible assets – finite life, net

99,167

103,660

807,340

5(f)

1,010,167

Intangible assets – indefinite life

9,678

Deferred income tax assets

1,121

Deferred charges and other assets

10,896

21,030

(9,973

)

5(c)

3,619

6(b)

25,572

Total assets

1,027,375

830,575

1,276,409

522,068

3,656,427

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of debt

5,340

7,813

(7,813

)

5(g)

11,750

6(c)

17,090

Accounts payable

137,594

41,110

178,704

Accrued expenses

71,212

54,480

125,692

Billings in excess of costs and estimated earnings on uncompleted contracts

184,223

19,471

203,694

Income taxes payable

7,424

3,962

11,386

Total current liabilities

405,793

126,836

(7,813

)

11,750

536,566

Other liabilities

7,033

8,813

15,846

Debt, less current portion

247,907

133,259

(133,259

)

5(g)

510,318

6(d)

758,225

Deferred income tax liability, net

26,336

10,861

197,527

5(h)

234,724

Operating lease liabilities

23,106

12,099

35,205

Total liabilities

710,175

291,868

56,455

522,068

1,580,566

Commitments and contingencies

Shareholders’ equity:

Common stock

357

22,498

5(i)

22,888

Capital in excess of par value

264,595

250,785

1,518,899

5(i)

2,034,279

Treasury Stock

(36,162

)

36,162

5(i)

Retained earnings

56,223

386,869

(420,423

)

5(i)

22,669

Accumulated other comprehensive loss

(8,976

)

(62,818

)

62,818

5(i)

(8,976

)

Total CECO shareholders’ equity

312,199

538,707

1,219,954

2,070,860

Noncontrolling interest

5,001

Total shareholders’ equity

317,200

538,707

1,219,954

2,075,861

Total liabilities and shareholders’ equity

1,027,375

830,575

1,276,409

522,068

3,656,427

The accompanying notes are an integral part of this unaudited pro forma

condensed combined financial information.

CECO ENVIRONMENTAL

CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

THREE MONTHS March 31, 2026

CECO

Thermon

CECO

(in thousands, except share and per share data)

(Historical)

(Reclassified)

(Note 3)

Transaction

Accounting

Adjustments

(Note 5)

Financing

Adjustments

(Note 6)

Pro Forma

Combined

Net sales

$ 205,919

$ 148,332

$ —

$ 354,251

Cost of sales

142,000

83,048

—

225,048

Gross profit

63,919

65,284

—

129,203

Selling and administrative expense

46,091

51,457

(31 )

5(k)

—

97,607

Amortization expense

4,003

2,957

10,331

5(l)

—

17,291

Acquisition and integration expense

10,280

—

10,280

Gain on sale of Global Pump Solutions business

—

Other operating expense

1,670

—

1,670

Income from operations

$ 1,875

$ 10,780

$ (10,300 )

—

$ 2,355

Other expense (income)

1,392

348

—

1,740

Interest expense

4,230

1,851

—

8,645

6(e)

14,726

Income (loss) before income taxes

(3,747 )

8,581

(10,300 )

(8,645 )

(14,111 )

Income tax expense

(3,499 )

5,836

(2,825 )

5(n)

(2,248 )

6(f)

(2,736 )

Net income (loss)

$ (248 )

$ 2,745

(7,475 )

(6,397 )

$ (11,375 )

Noncontrolling interest

150

Net income (loss) attributable to CECO Environmental Corp.

$ (398 )

$ (11,525 )

Income (loss) per share (Note 7):

Basic

$ (0.01 )

$ (0.20 )

Diluted

$ (0.01 )

$ (0.20 )

Weighted average number of common shares outstanding (Note 7):

Basic

35,690,813

58,221,564

Diluted

35,690,813

58,221,564

The accompanying notes are an integral part of this unaudited pro forma

condensed combined financial information.

CECO ENVIRONMENTAL

CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

Year Ended December 31, 2025

CECO

Thermon

CECO

(in thousands, except share and per share data)

(Historical)

(Reclassified)

(Note 3)

Transaction

Accounting

Adjustments

(Note 5)

Financing

Adjustments

(Note 6)

Pro Forma

Combined

Net sales

774,381

522,011

1,296,392

Cost of sales

505,155

284,808

40,218

5(j)

830,181

Gross profit

269,226

237,203

(40,218

)

466,211

Selling and administrative expense

200,728

140,216

18,677

5(k)

359,621

Amortization expense

16,166

13,890

39,260

5(l)

69,316

Acquisition and integration expense

9,555

33,051

5(m)

42,606

Gain on sale of Global Pump Solutions business

(63,701

)

(63,701

)

Other operating expense

619

624

Income from operations

105,859

83,092

(131,206

)

57,745

Other expense (income)

2,101

(1,937

)

164

Interest expense

20,913

8,297

34,889

6(e)

64,099

Income (loss) before income taxes

82,845

76,732

(131,206

)

(34,889

)

(6,518

)

Income tax expense

29,738

17,935

(27,958

)

5(n)

(9,071

)

6(f)

10,644

Net income (loss)

53,107

58,797

(103,248

)

(25,818

)

(17,162

)

Noncontrolling interest

3,056

Net income (loss) attributable to CECO Environmental Corp.

50,051

(20,218

)

Income (loss) per share (Note 7):

Basic

1.42

(0.35

)

Diluted

1.37

(0.35

)

Weighted average number of common shares outstanding (Note 7):

Basic

35,331,105

57,861,856

Diluted

36,603,956

57,861,856

The accompanying notes are an integral part of this unaudited pro forma condensed combined

financial information.

CECO ENVIRONMENTAL CORP.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

(in thousands, except shares and per share

amounts)

Note 1 – Description of Transactions

Mergers

February 23, 2026, the Company entered into the Merger Agreement to acquire all the issued and outstanding equity securities of Thermon

through the Mergers. On June 1, 2026, the Company consummated the Mergers. The Merger Agreement, among other things, provided

for the combination of CECO and Thermon in a stock-and-cash transaction. As part of the First Merger, Merger Sub Inc. merged

with and into Thermon, with Thermon surviving as a wholly owned subsidiary of CECO. Immediately after the First Merger, Thermon merged

with and into Merger Sub LLC as part of the Second Merger, with Merger Sub LLC surviving as a wholly owned subsidiary of CECO.

Upon the terms and conditions

of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Thermon’s common

stock, par value $0.001 per share (“Thermon Common Stock”), issued and outstanding immediately prior to the Effective Time

(other than any excluded shares) was converted into the right to receive, at the election of each holder, and subject to proration in

accordance with the Merger Agreement, one of the following forms of consideration:

(i) a combination of 0.6840 shares of CECO’s common stock, par value $0.01 per share (“CECO Common Stock,” and such

number of shares, the “Mixed Election Share Amount”) and $10.00 in cash (the “Mixed Consideration”);

(ii) $63.89 in cash (the “Cash Consideration”); or

(iii) 0.8110 shares of CECO Common Stock (the “Stock Consideration” and, together with the Mixed Consideration and the Cash

Consideration, the “Merger Consideration”).

Any

shares of Thermon Common stock for which no election was made were treated as Mixed Election shares. Refer to Note 4 for additional

information regarding the accounting treatment of the Mergers, preliminary Merger Consideration, and preliminary purchase price allocation.

Treatment of Thermon Equity Awards

Pursuant to the Merger Agreement,

at the Effective Time, the outstanding equity awards of Thermon were treated as follows:

· Restricted stock units – Each

outstanding Thermon restricted stock unit (a “Thermon RSU”) was assumed by CECO and converted into a restricted stock unit

award of CECO based on the Stock Consideration exchange ratio and remains subject to the same terms and conditions as were applicable

to such Thermon RSU.

· Performance units – Each

outstanding Thermon performance unit (a “Thermon PU”) was assumed by the Company and converted into a restricted stock unit

award of CECO based on a number of shares of CECO Common Stock equal to the product of (x) the number of shares of Thermon Common

Stock subject to such Thermon PU calculated based on target or actual performance (depending on the status of the applicable performance

period) and (y) the Stock Consideration exchange ratio. Each converted Thermon PU remains subject to the same terms and conditions

as were applicable to such Thermon PU, except that each converted Thermon PU is subject only to time-based vesting.

· Stock options – Each outstanding

Thermon stock option with an exercise price less than the Cash Consideration has been cancelled and converted into the right to receive

an amount in cash equal to $63.89 less the applicable exercise price, while all other Thermon stock options have been automatically cancelled

for no consideration.

· Non-U.S. restricted stock units and performance

units – For any outstanding Thermon RSU or Thermon PU held by an individual residing or providing services outside of the United

States, the Company, at its sole discretion and as permitted by law, elected for such Thermon RSU or Thermon PU to be cancelled and converted

into the right to receive cash equal to the product of (i) the number of shares of Thermon Common Stock subject to the applicable

award and (ii) the Cash Consideration as delineated in the Merger Agreement.

Financing

In connection with, and concurrently

with the entry into the Merger Agreement, the Company obtained a debt commitment letter on February 23, 2026, with Bank of America,

N.A. and BofA Securities, Inc. (“BofA”). On March 30, 2026, the Company amended its Fourth Amended and Restated

Credit Agreement (the “Amendment Credit Agreement”). In connection with the consummation of the Mergers and pursuant to the

Amended Credit Agreement, on the Closing Date, the Company incurred additional indebtedness consisting of $235.0 million borrowed under

an incremental term loan facility and approximately $290.0 million of revolving credit loans under the Company’s existing revolving

credit facility. The funding of these commitments was subject to customary conditions, including the consummation of the Mergers.

The Company funded the Mergers

and related fees, costs and expenses with a combination of cash on hand, borrowings under the Company’s existing revolving credit

facility, and borrowings under the incremental term loan facility. The unaudited Pro Forma Financial Information assumes that the Company

borrowed $235.0 million under the incremental term loan facility and approximately $290.0 million under the Company’s existing revolving

credit facility to complete the Mergers as further described in Note 5. Borrowings under the incremental term loan facility and the Company’s

existing revolving credit facility initially bear interest at a rate of the Secured Overnight Financing Rate (“SOFR”) plus

300 basis points, which is subject to change based on the Company’s leverage ratio.

The execution of the debt

commitment letter and the Company’s borrowings under the incremental term loan facility and its existing revolving credit facility

are referred to herein as the “Financing.”

Note 2 – Basis of Presentation

The unaudited Pro Forma Financial

Information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet

as of March 31, 2026, gives effect to the Mergers and the Financing as if they had been completed on March 31, 2026, and the

unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 and the year ended December 31,

2025, gives effect to the Mergers and the Financing as if they had been completed on January 1, 2025.

The historical consolidated

financial statements of CECO and the historical consolidated financial statements of Thermon were prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) and presented in U.S. dollars. The preparation of the

unaudited Pro Forma Financial Information was based upon CECO’s fiscal year end, which ends on December 31. Thermon’s

fiscal year ends on March 31. Given the difference between CECO's fiscal year end and Thermon’s fiscal year end, the historical

statement of operations and comprehensive income information of Thermon have been adjusted to align with the fiscal year end of CECO in

order to prepare the unaudited pro forma condensed combined statements of operations.

For

purposes of the unaudited pro forma condensed combined balance sheet as of March 31, 2026, the historical consolidated balance

sheet of CECO as of March 31, 2026, has been combined with the historical consolidated balance sheet of Thermon as of March 31,

2026. For purposes of the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026

and the year ended December 31, 2025, the historical consolidated statement of income of CECO for the three months ended March 31,

2026 and the year ended December 31, 2025, have been combined with the historical consolidated statement of operations and comprehensive

income of Thermon for the three months ended March 31, 2026 and for the period from January 1, 2025, to December 31, 2025

(i.e., the twelve months ended December 31, 2025). Refer to Note 3 for further details of the fiscal year alignment.

Additionally, as discussed

in Note 3, certain reclassifications were made to conform the historical presentation of Thermon’s consolidated financial statements

to that of CECO’s financial statement presentation. The accounting policies used in the preparation of the unaudited Pro Forma Financial

Information are those set out in CECO’s audited financial statements for the year ended December 31, 2025. Management conducted

a preliminary evaluation of accounting policies used by Thermon compared to accounting policies used by CECO and did not identify any

material differences in accounting policies. Accordingly, no adjustments to conform accounting policies have been reflected in the unaudited

Pro Forma Financial Information. Following the completion of the Mergers, CECO will conduct a comprehensive review of Thermon’s

accounting policies, and as a result of that review, CECO may identify differences, which may have a material impact on the unaudited

Pro Forma Financial Information.

The

unaudited Pro Forma Financial Information reflects the pro forma effect of the Mergers using the acquisition method of accounting

in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”),

with CECO as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and is based

on the historical financial statements of CECO and Thermon. Refer to Note 4 for additional information regarding the accounting treatment

and preliminary purchase price allocation.

The unaudited Pro Forma Financial

Information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position

that would have been achieved had the Mergers and the Financing been consummated on the dates indicated or that the combined company may

achieve in future periods. The unaudited Pro Forma Financial Information does not reflect any anticipated synergies or dis-synergies,

operating efficiencies or cost savings that may result from the Mergers, or any integration costs that may be incurred. The Transaction

Accounting Adjustments and the Financing Adjustments represent management’s best estimates and are based upon currently available

information and certain assumptions that the Company believes are reasonable and supportable. As the unaudited Pro Forma Financial Information

has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein.

Note 3 – Fiscal Year End

Alignment and Financial Statement Line Item Reclassification Adjustments

Fiscal year end alignment

and financial statement line item reclassification adjustments have been made to conform Thermon’s historical financial statement

presentation to CECO’s financial statement presentation in the unaudited pro forma condensed combined balance sheet and the unaudited

pro forma condensed combined statement of operations.

Unaudited Pro

Forma Condensed Combined Balance Sheet as of March 31, 2026

Reclassification Adjustments

The

following table presents a summary of reclassification adjustments to conform Thermon’s historical consolidated balance sheet as

of March 31, 2026, with CECO’s historical consolidated balance sheet presentation as of March 31, 2026 (in thousands):

CECO

Thermon

Consolidated Balance Sheet

Line Items

(Historical)

Consolidated Balance Sheet

Line Items

(Historical)

March 31, 2026

(Historical)

Reclassification

Adjustments

March 31, 2026

(Reclassified)

ASSETS

Current assets:

Cash and cash equivalents

52,275

—

52,275

Restricted cash

—

5,574

(a)

5,574

Accounts receivable, net of allowances

Accounts receivable, net

125,414

—

125,414

Costs and estimated earnings in excess of billings on uncompleted contracts

Contract assets

26,737

—

26,737

Inventories

Inventories, net

118,148

—

118,148

Prepaid expenses and other current assets

18,574

(6,729

)

(a), (b)

11,845

Prepaid income taxes

1,155

(b)

1,208

Total current assets

341,201

—

341,201

Property, plant and equipment, net

79,739

—

79,739

Right-of-use assets from operating leases

Operating lease right-of-use assets

14,783

—

14,783

Goodwill

269,041

—

269,041

Intangible assets, net

103,660

(103,660

)

(c)

—

Intangible assets – finite life, net

—

103,660

(c)

103,660

Intangible assets – indefinite life

—

Deferred income tax assets

Deferred income taxes

1,121

-—

1,121

Deferred charges and other assets

Other non-current assets

21,030

—

21,030

Total assets

830,575

—

830,575

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of debt

Current portion of long term debt

7,813

—

7,813

Accounts payable

41,110

—

41,110

Accrued expenses

Accrued liabilities

49,779

4,701

(d)

54,480

Billings in excess of costs and estimated earnings on uncompleted contracts

Contract liabilities

19,471

—

19,471

Lease liabilities

4,701

(4,701

)

(d)

—

Notes payable

—

Income taxes payable

3,962

—

3,962

Total current liabilities

126,836

—

126,836

Borrowings under revolving credit facility

19,700

(19,700

)

(e)

—

Debt, less current portion

Long-term debt, net

113,559

19,700

(e)

133,259

Deferred income tax liability, net

Deferred income taxes

10,861

—

10,861

Operating lease liabilities

Non-current lease liabilities

12,099

—

12,099

Other liabilities

Other non-current liabilities

8,813

-—

8,813

Total liabilities

291,868

—

291,868

Shareholders’ equity

Common stock

—

Capital in excess of par value

Additional paid-in capital

250,785

—

250,785

Treasury stock

(36,162

)

—

(36,162

)

Retained earnings

386,869

—

386,869

Accumulated other comprehensive loss

(62,818

)

—

(62,818

)

Total CECO shareholders’ equity

538,707

—

538,707

Noncontrolling interest

—

Total shareholders’ equity

Total equity

538,707

—

538,707

Total liabilities and shareholders’ equity

Total liabilities and equity

830,575

—

830,575

(a) On its historical consolidated balance sheet, Thermon presented $5.6 million of restricted cash within

prepaid and other current expenses. This reclassification adjustment is to present this amount within restricted cash in the pro forma

condensed combined balance sheet to conform with CECO’s presentation.

(b) On its historical consolidated balance sheet, Thermon presented $1.2 million of prepaid income taxes within

prepaid and other current expenses. This reclassification adjustment is to present this amount within prepaid income taxes in the pro

forma condensed combined balance sheet to conform with CECO’s presentation.

intangible assets, net. This reclassification adjustment is to present this amount within intangible asserts – finite life, net

in the pro forma condensed combined balance sheet to conform with CECO’s presentation.

(d) On its historical consolidated balance sheet, Thermon presented current lease liabilities as a separate

line item. This reclassification adjustment is to present this amount within accrued expenses in the pro forma condensed combined balance

sheet to conform with CECO’s presentation.

(e) On its historical consolidated balance sheet, Thermon presented its borrowings under revolving credit

facilities as a separate line item. This reclassification adjustment is to present this amount within debt, less current portion in the

pro forma condensed combined balance sheet to conform with CECO’s presentation.

Unaudited Pro Forma Condensed Combined Statement of Operations

for the Three Month Ended March 31, 2026

Three-Months Ended Alignment

The historical statement

of operations and comprehensive income information of Thermon for the three months ended March 31, 2026, has been derived as follows:

(in thousands)

Year Ended

March 31, 2026

(Historical)

Less: Nine Months Ended

December 31, 2025

(Historical)

Three Months Ended

March 31, 2026 (1)

(Historical Aligned)

Sales

536,263

3,87,931

148,332

Cost of sales

293,207

2,10,159

83,048

Gross profit

243,056

1,77,772

65,284

Operating expenses:

Selling and administrative expenses

158,290

1,05,988

52,302

Deferred Compensation plan expense/(income)

599

1,354

(755

)

Amortization of intangible assets

13,428

10,471

2,957

Restructuring and other charges/(income)

Income from operations

70,739

59,959

10,780

Other income/(expenses):

Interest expense, net

(7,995

)

(6,144

)

(1,851

)

Other income/(expense)

1,482

1,830

(348

)

Income before provision for income taxes

64,226

55,645

8,581

Income tax expense

19,655

13,819

5,836

Net income

44,571

41,826

2,745

(1) The historical consolidated statement of operations and comprehensive income of Thermon for the three months ended March 31,

2026, was derived from: (i) Thermon’s consolidated statement of operations and comprehensive income for the year ended March 31,

2026, as presented in its Annual Report on Form 10-K for the year ended March 31, 2026, as filed with the SEC on May 21,

2026; less (ii) Thermon’s consolidated statement of operations and comprehensive income for the nine months ended December 31,

2025, as presented in its Quarterly Report on Form 10-Q for the nine months ended December 31, 2025, as filed with the SEC on

February 5, 2026.

Reclassification Adjustments

The following table presents

a summary of reclassification adjustments to conform Thermon’s historical consolidated statement of operations and comprehensive

income information for the three months ended March 31, 2026, with CECO’s historical consolidated statement of income presentation

for the three months ended March 31, 2026 (in thousands):

CECO

Thermon

Consolidated Statement of

Income Line Items

(Historical)

Consolidated Statement of

Operations and Comprehensive

Income Line Items

(Historical)

March 31, 2026

(Historical Aligned)

Reclassification

Adjustments

March 31, 2026

(Reclassified)

Net sales

Sales

148,332

—

148,332

Cost of sales

83,048

—

83,048

Gross profit

65,284

—

65,284

Selling and administrative expenses

Selling, general and administrative expenses

52,302

(755

)

(a)

51,457

Deferred compensation plan expense/(income)

(755

)

755

(a)

Amortization expenses

Amortization of intangible assets

2,957

—

2,957

Acquisition and integration expenses

—

Gain on sale of Global Pump Solutions business

—

Restructuring and other charges/(income)

—

Other operating expense

—

Income from operations

10,780

—

10,780

Other expense (income)

Other income/(expense)

(348

)

—

348

Interest expense

Interest expense, net

(1,851

)

—

1,851

Income before income taxes

Income before provision for income taxes

8,581

—

8,581

Income tax expense

5,836

—

5,836

Net income

2,745

—

2,745

(a) On its historical consolidated statement of operations and comprehensive income, Thermon presented deferred compensation plan expense/(income)

as a separate line item. This reclassification adjustment is to present this amount within selling and administrative expenses in the

pro-form condensed combined statement of income to conform with CECO’s presentation.

Unaudited Pro Forma Condensed Combined Statement of Operations

for the Year Ended December 31, 2025

Fiscal Year End Alignment

The historical statement

of operations and comprehensive income information of Thermon for the twelve months ended December 31, 2025, has been derived as

follows:

(in thousands)

Year Ended

March 31, 2025

(Historical)

Less: Nine Months Ended

December 31, 2024

(Historical)

Plus: Nine Months Ended

December 31, 2025

(Historical)

Twelve Months Ended

December 31, 2025 (1)

(Historical Aligned)

Sales

498,207

364,127

387,931

522,011

Cost of sales

275,311

200,662

210,159

284,808

Gross profit

222,896

163,465

177,772

237,203

Operating expenses:

Selling, general and administrative expenses

129,307

96,470

105,988

138,825

Deferred compensation plan expense/(income)

452

415

1,354

1,391

Amortization of intangible assets

13,681

10,262

10,471

13,890

Restructuring and other charges/(income)

(301

)

(306

)

—

Income from operations

79,757

56,624

59,959

83,092

Other income/(expenses):

Interest expense, net

(10,325

)

(8,172

)

(6,144

)

(8,297

)

Other income/(expense)

687

580

1,830

1,937

Income before provision for income taxes

70,119

49,032

55,645

76,732

Income tax expense

16,604

12,488

13,819

17,935

Net income

53,515

36,544

41,826

58,797

(1) The historical consolidated statement of operations and comprehensive income of Thermon for the twelve months ended December 31,

2025, was derived from: (i) Thermon’s consolidated statement of operations and comprehensive income for the year ended March 31,

2025, as presented in its Annual Report on Form 10-K for the year ended March 31, 2025, as filed with the SEC on May 22,

2025; less (ii) Thermon’s consolidated statement of operations and comprehensive loss for the nine months ended December 31,

2024, as presented in its Quarterly Report on Form 10-Q for the nine months ended December 31, 2025, as filed with the SEC on

February 5, 2026; plus (iii) Thermon’s consolidated statement of operations and comprehensive income for the nine months

ended December 31, 2025, as presented in its Quarterly Report on Form 10-Q for the nine months ended December 31, 2025,

as filed with the SEC on February 5, 2026.

Reclassification Adjustments

The following table presents

a summary of reclassification adjustments to conform Thermon’s historical consolidated statement of operations and comprehensive

income information for the twelve months ended December 31, 2025, with CECO’s historical consolidated statement of income presentation

for the year ended December 31, 2025 (in thousands):

CECO

Thermon

Consolidated Statement of

Income Line Items

(Historical)

Consolidated Statement of

Operations and Comprehensive

Income Line Items

(Historical)

December 31, 2025

(Historical Aligned)

Reclassification

Adjustments

December 31, 2025

(Reclassified)

Net sales

Sales

522,011

—

522,011

Cost of sales

284,808

—

284,808

Gross profit

237,203

—

237,203

Selling and administrative expenses

Selling, general and administrative expenses

138,825

1,391

(a)

140,216

Deferred compensation plan expense/(income)

1,391

(1,391

)

(a)

—

Amortization expenses

Amortization of intangible assets

13,890

—

13,890

Acquisition and integration expenses

—

Gain on sale of Global Pump Solutions business

—

Restructuring and other charges/(income)

)

(b)

—

Other operating expense

—

(b)

Income from operations

83,092

—

83,092

Other expense (income)

Other income/(expense)

1,937

—

(1,937

)

Interest expense

Interest expense, net

(8,297

)

—

8,297

Income before income taxes

Income before provision for income taxes

76,732

—

76,732

Income tax expense

17,935

—

17,935

Net income

58,797

—

58,797

(a) On its historical consolidated statement of operations and comprehensive income, Thermon presented deferred compensation plan expense/(income)

as a separate line item. This reclassification adjustment is to present this amount within selling and administrative expenses in the

pro forma condensed combined statement of operations to conform with CECO’s presentation.

(b) On its historical consolidated statement of operations and comprehensive income, Thermon presented restructuring and other charges/(income)

as a separate line item. This reclassification adjustment is to present this amount within other operating expense in the pro forma condensed

combined statement of operations to conform with CECO’s presentation.

Note 4 – Accounting Treatment,

Preliminary Merger Consideration, and Preliminary Purchase Price Allocation

Accounting Treatment

Under ASC 805, all assets

acquired and liabilities assumed in a business combination are recognized and measured at their acquisition date fair values, and transaction

costs associated with the business combination are expensed as incurred. The excess of merger consideration over the estimated fair value

of identifiable assets acquired and liabilities assumed, if any, is allocated to goodwill.

The consideration transferred

calculated in accordance with ASC 805 is based on the Merger Consideration as delineated in the Merger Agreement. Any shares of Thermon

Common Stock for which no election was made were treated as Mixed Election shares. The Cash Consideration and Stock Consideration were

each subject to proration as set forth in the Merger Agreement. Thermon stockholders of record of approximately 41.18% of the outstanding

shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the parties’

merger agreement, all of such outstanding shares of Thermon common stock were converted into the right to receive approximately $1.48

in cash and 0.7920 of a share of CECO common stock per share of Thermon common stock in accordance with the applicable proration procedures.

Cash was paid in lieu of fractional shares of CECO Common Stock based on the average closing price of CECO Common Stock on the Nasdaq

Stock Market LLC (“Nasdaq”) for the five trading days ending on the last trading day immediately prior to the Closing Date.

In connection with the Mergers, the Company issued approximately 22.5 million shares of CECO Common Stock to former holders of Thermon

Common Stock and paid aggregate cash consideration of approximately $329.4 million.

In accordance with ASC 805,

the Company assigned fair value to assets acquired and liabilities assumed using best estimates and assumptions as of the closing date

of the Mergers. The determination of the estimated fair value of assets acquired requires significant judgment and often involves the

use of various estimates and assumptions. The estimated fair value of the assets acquired and liabilities assumed is based upon available

information and certain assumptions, which the Company believes are reasonable to illustrate the estimated effects of the Mergers.

The determination of the

estimated fair value of assets acquired requires management’s judgment and often involves the use of significant estimates and assumptions,

including assumptions with respect to future cash inflows and outflows, discount rates, royalty rates, customer attrition rates, asset

lives, and market multiples, among other items. Fair values were determined by management using a variety of methodologies and resources,

including external independent valuation experts. The valuation methods consisted of multi-period excess earnings, relief from royalty,

current replacement cost, and other appropriate valuation techniques to determine the fair value of assets acquired and liabilities assumed.

The estimated fair values

and purchase price allocation are preliminary. A final determination of the fair value of assets acquired, including any identifiable

intangible assets, and liabilities assumed will be performed within one year of the Mergers’ closing date. Since the unaudited Pro

Forma Financial Information has been prepared based on preliminary fair values, the final amounts may differ materially from the information

presented herein.

Preliminary Merger Consideration

The following table presents the preliminary Merger

Consideration:

(in thousands, except share and per share data)

Amount

Mixed Consideration (Mixed elections and non-electors)

Stock component

Number of Thermon's Common Stock shares(1)

17,231,130

Exchange ratio per Merger Agreement

0.6840

Number of CECO Common Stock shares to be issued to Thermon shareholders

11,786,093

CECO Common Stock closing price as of June 1, 2026(2)

$ 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(1)

2,142,408

Per share Cash Consideration

$ 63.89

Fair value of All-Cash Consideration

$ 136,878

Cash issued due to Maximum Aggregate Stock Shares proration per the Merger Agreement(3)

$ 20,207

Total Cash Consideration

$ 157,085

Stock Consideration

Number of Thermon's Common Stock shares(1)

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(3)

(257,495 )

Number of CECO Common Stock shares to be 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(2)

$ 79.03

Total Stock Consideration

$ 849,150

Fractional Shares(4)

$ 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(5)

$ 2,034

Repayment of Thermon indebtedness

$ 141,682

Less: D&O “tail” insurance premium (6)

$ (1,371 )

Total preliminary consideration transferred per ASC 805

$ 2,264,023

(1) The amount of the shares of Thermon Common Stock is based on 32,939,694 shares of Thermon Common Stock

issued and outstanding as of June 1, 2026.

(2) The value of the shares of CECO Common Stock issued is based on the publicly quoted closing share price

of CECO Common Stock as of June 1, 2026.

(3) Pursuant to the proration provisions set forth in Merger Agreement, the aggregate Cash Consideration and

Stock Consideration payable to Thermon stockholders is subject to proration such that the aggregate number of shares of CECO Common Stock

issued in the Mergers does not exceed the Maximum Aggregate Stock Shares (as defined in the Merger Agreement). The unaudited pro forma

condensed combined financial information reflects the estimated effect of such proration provisions, resulting in a reduction of 257,495

shares of CECO Common Stock issued as Stock Consideration and an increase of approximately $20.2 million as Cash Consideration.

(4) Pursuant to the Merger Agreement, no fractional shares of CECO Common Stock will be issued in the Mergers.

In lieu of any fractional share, Thermon stockholders received cash (without interest) based on the five trading days ending on the last

trading day immediately prior to the Closing Date.

(5) Reflects the cash settlement of in-the-money stock options held by Thermon employees and the pre-combination

value attributable to the cash settlement of Thermon RSUs and Thermon PUs held by employees located outside the U.S. as of the Closing

Date.

(6) Reflects the premium associated with the directors' and officers' (“D&O”) liability insurance

“tail” policy required to be obtained by CECO pursuant to the Merger Agreement. As the D&O policy provides a post-combination

benefit to the combined company and was funded by Thermon at the close without reimbursement by CECO, the payment is reflected as a reduction

of the preliminary consideration transferred

Preliminary

Purchase Price Allocation

The following table presents

the preliminary purchase price allocation as if the Mergers have been completed on March 31, 2026:

(in thousands)

Preliminary

Fair Value

Total preliminary consideration transferred per ASC 805

$ 2,264,023

Assets

Cash and cash equivalents

52,275

Restricted cash

5,574

Accounts receivable

125,414

Costs and estimated earnings in excess of billings on uncompleted contracts

26,737

Inventories

158,366

Prepaid expenses and other current assets

9,787

Prepaid income taxes

1,208

Property, plant and equipment

129,815

Right-of-use assets from operating leases

14,783

Intangible assets – finite life

911,000

Deferred income tax assets

1,121

Deferred charges and other assets

11,057

Total assets

$ 1,447,137

Liabilities

Accounts payable

41,110

Accrued liabilities

55,659

Billings in excess of costs and estimated earnings on uncompleted contracts

19,471

Income taxes payable

3,962

Deferred income tax liability

208,388

Operating lease liabilities

12,099

Other liabilities

8,813

Total liabilities

349,502

Net assets

1,097,635

Goodwill

$ 1,166,388

Note 5 – Transaction

Accounting Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,

2026

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026, reflects the following adjustments:

(a) Reflects a decrease to cash and cash equivalents for the payment of the Cash Consideration and the cash

component of the Mixed Consideration, a decrease related to the repayment of Thermon indebtedness, a decrease related to the cash settlement

of Thermon equity awards, a decrease related to transaction costs (primarily banking, legal, and professional services fees) not reflected

in the historical financial statements that the Company expects to incur related to the Mergers, and a decrease for a six-year “tail”

policy for D&O liability and fiduciary liability insurance policy required to be obtained by CECO prior to the closing of the Mergers.

The impact to cash and cash equivalents is summarized below:

(in thousands)

Amount

Cash Consideration and cash component of Mixed Consideration

$ 329,396

Repayment of Thermon indebtedness (1)

141,682

Cash settlement of Thermon equity awards (2)

2,412

Estimated transaction costs

33,051

Prepaid D&O liability and fiduciary liability insurance policy

7,800

Total pro forma adjustment to cash and cash equivalents

$ 514,341

(1) Reflects the cash settlement of Thermon indebtedness, which is exclusive of unamortized deferred financing

costs of $0.6 million.

(2) Reflects the cash settlement of in-the-money stock options held by Thermon employees and the cash settlement

of Thermon RSUs and PUs held by employees located outside the U.S. as of the closing date of the Mergers.

(b) Represents the preliminary fair value adjustment of $40.2 million to inventories, which considers net

realizable value for work-in-process and finished goods.

“tail” policy for D&O liability and fiduciary liability insurance, as further described in Note 5(a), and decreases of

$2.1 million and $10.0 million to prepaid expenses and other assets and deferred charges and other assets, respectively, to reflect a

zero acquisition-date fair value for Thermon’s capitalized software implementation costs.

(d) Represents the adjustment to property, plant and equipment, net of $50.1 million, which represents the

preliminary fair value of assets acquired in connection with the Mergers of $129.8 million as discussed in Note 4 and the elimination

of Thermon’s historical property, plant and equipment of $79.7 million. Refer to Note 5(k) for details of acquired property,

plant and equipment.

(e) Reflects the adjustment to goodwill of $897.4 million, which represents the preliminary goodwill as a

result of the Mergers of $1,166.4 million as discussed in Note 4 and the elimination of Thermon’s historical goodwill of $269.0

million. The goodwill is not expected to be deductible for tax purposes.

(f) Represents the adjustment to intangible assets – finite life, net of $807.3 million, which represents

the preliminary fair value of identifiable intangible assets acquired in connection with the Mergers of $911.0 million as discussed in

Note 4 and the elimination of Thermon’s historical intangible assets of $103.7 million. Refer to Note 5(l) for details of acquired

identifiable intangible assets.

(g) Reflects the estimated repayment of Thermon indebtedness of $141.1 million and the write off of Thermon’s

unamortized debt issuance costs associated with the indebtedness of $0.5 million in connection with the Mergers.

(h) Represents an increase to deferred income taxes of $197.5 million due to

an increase in deferred tax liabilities related to the estimated impact of purchase price adjustments in connection with the Mergers utilizing

a blended statutory tax rate of 26% based on jurisdictions where income is generated.

(i) Represents the adjustments to shareholders’ equity, which are summarized in the table below:

(in thousands)

Common

Stock

Capital in

Excess of Par

Value

Treasury

Stock

Retained

Earnings

Accumulated

other

comprehensive

loss

Elimination of historical Thermon equity

(33

)

(250,785

)

36,162

(386,869

)

62,818

Issuance of CECO Common Stock in connection with the Mergers (Note 4)

22,531

1,758,075

Estimated transaction costs (Note 5(m))

(33, 051)

Write-off of Thermon unamortized debt issuance costs

(503

)

Pre-combination value of replaced Thermon equity awards

11,609

Total pro forma adjustments

22,498

1,518,899

36,162

(420,423

)

62,818

Unaudited Pro Forma Condensed Combined Statements of Operations

for the Three Months Ended Marc 31, 2026 and Year Ended December 31, 2025

The unaudited pro forma

condensed combined statement of operations for the three months ended March 31, 2026, and the year ended December 31, 2025,

reflects the following adjustments:

(j) Reflects an increase to cost of sales of $40.2 million for the year ended December 31, 2025 related

to the amortization of the inventory fair value adjustment further described in Note 5(b). CECO will recognize the increased value of

inventories in cost of sales as the inventory is sold. For purposes of the unaudited pro forma condensed combined statement of operations,

it is assumed that the increased value of inventories will be recognized in cost of sales within the first year following the Mergers.

(k) Reflects a decrease to selling and administrative expense of $0.3 million for the three months ended March 31,

2026 and an increase of $18.7 million for the year ended December 31, 2025, which includes adjustments to depreciation expense related

to the fair value of property, plant and equipment acquired further described in Note 5(d), incremental amortization related to the prepaid

D&O liability and fiduciary liability insurance policy further described in Note 4, and the impact to share-based compensation expense

related to post-combination share-based compensation attributable to Thermon equity awards converted to CECO RSUs and the cash settlement

of Thermon awards. The pro forma adjustments to selling and administrative expense are calculated as follows:

(in thousands)

Preliminary

Fair Value (1)

Estimated

Useful Life

(Years)

Three Months

Ended

March 31, 2026

Year Ended

December 31,

2025

Land, building, and improvements

$ 73,782

8 – 29

$ 396

$ 1,584

Machinery and equipment

53,284

1 – 10

3,559

14,237

Construction-in-progress

2,749

N/A

Total property, plant and equipment at pro forma fair value

$ 129,815

$ 3,955

$ 15,821

Less: Thermon historical property, plant and equipment, net and depreciation expense

(79,739 )

(2,336 )

(8,862 )

Total pro forma adjustment to depreciation expense included within selling and administrative expense

$ 50,076

$ 1,619

$ 6,959

Amortization of prepaid D&O liability and fiduciary liability insurance

325

1,300

Post-combination share-based compensation expense

(1,975 )

10,418

Total pro forma adjustment to selling and administrative expense

$ (31 )

$ 18,677

(1) The preliminary fair value of the property, plant and equipment acquired, excluding land, was estimated

primarily based on current replacement cost. The preliminary fair value of land and right-of-use assets acquired and the related lease

liabilities assumed are expected to approximate book value.

(l) Reflects pro forma adjustments for the incremental amortization expense related to identifiable intangible

assets further described in Note 5(f), which are calculated as follows:

(in thousands)

Preliminary

Fair Value

Estimated

Useful Life

(Years)

Three Months

Ended

March 31, 2026

Year Ended

December 31,

2025

Technology (1)

$ 195,000

$ 2,438

$ 9,750

Customer lists (2)

570,000

20 - 25

6,100

24,400

Tradenames (1)

120,000

1,500

6,000

Backlog (2)

26,000

3,250

13,000

Total intangible assets at pro forma fair value

$ 911,000

$ 13,288

$ 53,150

Less: Thermon historical intangible assets, net and depreciation expense

(103,660 )

(2,957 )

(13,890 )

Total pro forma adjustment to amortization expense

$ 807,340

$ 10,331

$ 39,260

(1) The preliminary fair values of technology and tradenames were estimated using the relief from royalty

method, an income approach that considers the market-based royalty a company would pay to enjoy the benefits of the trade name or technology

in lieu of actual ownership of the trade name or technology and discounts the hypothetical streams of royalty payments to present value.

(2) The preliminary fair values of customer lists and backlog were estimated using the “multi-period

excess earnings” method, an income approach that considers the net cash flows expected to be generated by the intangible asset by

excluding any cash flows related to contributory assets.

(m) Reflects increases to acquisition and integration expense of $33.1 million related to non-recurring transaction

costs (primarily banking, legal, and professional services fees) not reflected in the historical financial statements that the Company

expects to incur related to the Mergers. The estimated transaction costs are not anticipated to affect the unaudited pro forma condensed

combined statement of operations beyond twelve months after the closing date of the Mergers.

(n) Reflects a decrease in income tax expense of $2.8 million for the three months ended March 31, 2026

and $28.0 million for the year ended December 31, 2025, resulting from the income tax impact of the Transaction Accounting Adjustments

utilizing a blended statutory rate of 26.0% for the three months ended March 31, 2026 and the year ended December 31, 2025.

Note 6 – Financing Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,

2026

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026, reflects the following adjustments:

(a) Reflects the impact to cash and cash equivalents related to the new indebtedness and issuance costs incurred

in connection with the Financing further described in Note 1, summarized below:

(in thousands)

Amount

Proceeds:

Incremental term loan facility

$ 235,000

Existing revolving credit facility

290,000

Total proceeds, gross

525,000

Payments:

Issuance costs – incremental term loan facility

2,932

Issuance costs – existing revolving credit facility

3,619

Total pro forma adjustment to cash and cash equivalents

$ 518,449

(b) Reflects an increase to deferred charges and other assets of $3.6 million related to deferred financing

costs incurred in connection with the existing revolving credit facility.

incremental term loan facility, which is expected to be due within twelve months.

(d) Reflects an increase to debt, less current portion of $510.3 million for amounts borrowed in connection

with the Financing, which is net of debt issuance costs of $2.9 million related to the incremental term loan facility as described in

Note 6(a).

Unaudited Pro Forma Condensed Combined Statement of Operations

for the Three Months ended March 31, 2026 and the Year Ended December 31, 2025

The unaudited pro forma

condensed combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025,

reflect the following adjustments:

(e) Reflects the increase to interest expense for incremental interest expense incurred in connection with

the Financing and the amortization of deferred financing costs. The pro forma adjustment to interest expense is summarized below:

(in thousands)

Three Months Ended

March 31, 2026

Year Ended

December 31, 2025

Incremental annual interest expense – incremental term loan facility (1)

$ 3,492

$ 14,311

Incremental annual interest expense – existing revolving credit facility (2)

4,263

17,052

Amortization of deferred financing costs – incremental term loan facility

495

1,943

Amortization of deferred financing costs – existing revolving credit facility

197

790

Unused capacity fee – existing revolving credit facility (3)

198

793

Total pro forma adjustment to interest expense

$ 8,645

$ 34,889

(1) For purposes of the unaudited pro forma financial information, the interest rate for the borrowings under

the incremental term loan facility is approximately 6.120%, which represents the 1-month Term SOFR reference rate administered by CME

Group Benchmark Administration Limited as of June 1, 2026, plus 3.000%.

(2) For purposes of the unaudited pro forma financial information, the interest rate for the borrowings under the existing revolving credit

facility is approximately 5.880%, which represents the Daily Simple SOFR reference rate published by the Federal Reserve Bank of New York

as of June 1, 2026, plus 3.000%.

(3) For purposes of the unaudited pro forma financial information, the unused capacity fee is calculated as 0.40% of the expected unused

capacity of the Company’s existing revolving credit facility of $198.2 million.

A change in the interest rate of 0.125%

would increase or decrease interest expense in the unaudited pro forma condensed combined statement of operations for the three months

ended March 31, 2026 by approximately $0.1 million and $0.1 million for the borrowings under the incremental term loan facility and

the borrowings under the existing revolving credit facility, respectively, and approximately $0.3 million and $0.4 million for the borrowings

under the incremental term loan facility and the borrowings under the existing revolving credit facility, respectively, for the year ended

December 31, 2025.

(f) Reflects a decrease to income tax expense of $2.2 million for the three months ended March 31, 2026

and $9.1 million for the year ended December 31, 2025 related to the income tax impact of the Financing Adjustments utilizing a blended

statutory rate of 26.0% for the three months ended March 31, 2026 and the year ended December 31, 2025.

Note 7 – Pro Forma Loss Per

The following table presents

the calculation of pro forma basic and diluted loss per share for the three months ended March 31, 2026 and the year ended December 31,

2025:

(in thousands, except share and per share data)

Three Month Ended

March 31, 2026

Year Ended

December 31, 2025

Pro forma loss per share – basic and diluted:

Numerator:

Pro forma net loss attributable to CECO Environmental Corp.– basic and diluted

$ (11,525 )

$ (20,218 )

Denominator:

Historical weighted average number of common shares outstanding – basic, as reported in CECO’s historical statement of income

35,690,813

35,331,105

Estimated shares of CECO Common Stock to be issued in connection with the Mergers (Note 4)

22,530,751

Pro forma weighted average number of common shares outstanding – basic and diluted (1)

58,221,564

57,861,856

Pro forma loss per share – basic and diluted

$ (0.20 )

$ (0.35 )

(1) The computation of diluted pro forma weighted average common shares outstanding excludes approximately

0.4 million CECO RSUs issued holders of Thermon RSUs and Thermon PUs in connection with the Mergers as of March 31, 2026 and December 31,

2025, as the effect would have been anti-dilutive. No CECO stock options or RSUs were outstanding as of March 31, 2026. As of December 31,

2025, approximately 1.3 million CECO stock options and RSUs were outstanding but were excluded from diluted loss per share because their

effect would have been anti-dilutive.

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