--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-000864" form_type: "8-K" ticker: null cik: "0001289636" company_name: "PROFIRE ENERGY INC" filed_at: "2025-01-03T23:59:59+00:00" generated_at: "2026-05-28T12:34:46.653559+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # CECO Environmental completes $2.55/share acquisition of Profire Energy for ~$118M ## Summary - Offer expired with ~86.31% of shares tendered; all conditions satisfied. - Each share converted into right to receive $2.55 cash; aggregate consideration ~$118M. - Profire Energy became wholly owned subsidiary of CECO Environmental; shares delisted from NASDAQ. - All directors resigned at effective time of merger; new board and officers under parent. - Company intends to file Form 15 to terminate registration and suspend reporting obligations. ## SEC filing metadata - accession: 0001104659-25-000864 - form_type: 8-K - cik: 0001289636 - company_name: PROFIRE ENERGY INC - filed_at: 2025-01-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/tm251481d2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-000864 - JSON: https://secwatch.observer/filing/0001104659-25-000864.json - Plain text: https://secwatch.observer/filing/0001104659-25-000864.txt ## Key facts - Executive change Ryan W. Oviatt resigned as Director at PROFIRE ENERGY INC. - Action: resigned - Role: Director source text: Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - Executive change Colleen Larkin Bell resigned as Director at PROFIRE ENERGY INC. - Action: resigned - Role: Director source text: Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - Executive change Brenton W. Hatch resigned as Director at PROFIRE ENERGY INC. - Action: resigned - Role: Director source text: Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - Executive change Ronald R. Spoehel resigned as Director at PROFIRE ENERGY INC. - Action: resigned - Role: Director source text: Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - Executive change Daren J. Shaw resigned as Director at PROFIRE ENERGY INC. - Action: resigned - Role: Director source text: Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - Governance Changes PROFIRE ENERGY INC: Amended and restated articles of incorporation in their entirety at the Effective Time of the Merger. - Change: charter amendment source text: the Company’s articles of incorporation and bylaws were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - Governance Changes PROFIRE ENERGY INC: Amended and restated bylaws in their entirety at the Effective Time of the Merger. - Change: bylaw amendment source text: the Company’s articles of incorporation and bylaws were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm - M&A Transactions PROFIRE ENERGY INC underwent a change of control involving CECO Environmental Corp. (Parent) and Combustion Merger Sub, Inc. (Purchaser) for $2.55 per Share (closed 2025-01-02). - Action: change of control - Counterparty: CECO Environmental Corp. (Parent) and Combustion Merger Sub, Inc. (Purchaser) - Consideration: $2.55 per Share - Closing: 2025-01-02 source text: Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), other than any Cancelled Shares (as defined below), at a purchase price of $2.55 per Share (the “ Offer Price ”), net to the seller thereof in cash, without interest, and subject to any required withholding tax. The Offer expired at one minute after 11:59 p.m. evidence_url: https://www.sec.gov/Archives/edgar/data/1289636/000110465925000864/0001104659-25-000864-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.