{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-018825","form_type":"8-K","ticker":"CECO","cik":"0000003197","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-02-24T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.358998+00:00","generated_at":"2026-05-16T00:56:40.314563+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"CECO Environmental to acquire Thermon Group for ~$63.89/share in cash or mixed consideration","bullets":["Transaction implied enterprise value ~$1.1B; each Thermon share receives 0.684 CECO shares + $10 cash, $63.89 cash, or 0.811 CECO shares, subject to proration.","Closing expected by Aug 24, 2026 (extendable to Nov 23, 2026 for antitrust); conditions include HSR clearance, stockholder approvals, and Nasdaq listing.","Termination fees: $74.7M from Thermon, $105M from CECO in specified circumstances, including board recommendation changes.","CECO secured $200M term loan commitment from BofA, plus up to $365M revolver draw; $700M backstop facility if credit amendment not obtained.","Supporting stockholders (~15.2% of CECO shares) entered voting agreements to vote in favor; CECO board expands to 10, with two Thermon directors."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-018825","json":"https://secwatch.observer/filing/0001104659-26-018825.json","markdown":"https://secwatch.observer/filing/0001104659-26-018825.md","text":"https://secwatch.observer/filing/0001104659-26-018825.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/tm267105d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T00:56:40.314563+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"07bbce68312bb8a6b6ca68bbfb61ae4e23ba29ed","claim":"CECO ENVIRONMENTAL CORP entered into Agreement and Plan of Merger with Thermon Group Holdings, Inc. (effective 2026-02-23).","evidence_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-210231","ticker":"COLD","company_name":"AMERICOLD REALTY TRUST","filed_at":"2026-05-07T23:59:59+00:00","headline":"Americold forms $1.3B cold storage JV with EQT; receives $1.1B debt repayment proceeds","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210231","json":"https://secwatch.observer/filing/0001193125-26-210231.json","markdown":"https://secwatch.observer/filing/0001193125-26-210231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/d95141d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On May 7, 2026, Americold Realty Operating Partnership, LP, a Delaware limited partnership, MHG Gateway Properties, LLC, a New Jersey limited liability company, ART Mortgage Borrower Propco 2010 - 5 LLC, a Delaware limited liability company, Americold New TRS Sub 1, LLC, a Delaware limited liability company, Americold Real Estate, L.P., a Delaware limited partnership, ART Mortgage Borrower Propco 2010 - 4 LLC, a Delaware limited liability company, New Hall’s Warehouse LLC, a New Jersey limited liability company and Americold Russellville, LLC, an Arkansas limited liability company, each a subsidiary of Americold Realty Trust, Inc. (the “ Company ”) and Snowfall Topco LP, an affiliate of EQT entered into a contribution agreement (the “ Contribution Agreement ” and the transactions described therein, the “ JV Transaction ”), which was unanimously approved by the Company’s Board of Directors (the “Board”), upon the unanimous recommendation of the Finance Committee of the Board, to create","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926018825/0001104659-26-018825-index.htm","comparable_excerpt":"As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}