Marcus J. George - 01 Jun 2026 Form 4 Insider Report for CECO ENVIRONMENTAL CORP (CECO)

Footnote F1

On June 1, 2026 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among CECO Environmental Corp. (the "Issuer"), Thermon Group Holdings, Inc. ("Thermon"), Longhorn Merger Sub, Inc. ("Merger Sub, Inc.") and Longhorn Merger Sub LLC ("Merger Sub LLC"), (i) Merger Sub, Inc. merged with and into Thermon, with Thermon continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger (the "First Merger") and (ii) Thermon, as the surviving corporation of the First Merger, merged with and into Merger Sub LLC, with Merger Sub LLC being the surviving entity of the merger.

Footnote F2

(Continued from Footnote 1) Pursuant to the Merger Agreement, at the effective time of the First Merger (the "Effective Time"), each share of Thermon's common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of the holder and subject to the proration mechanisms set forth in the Merger Agreement, one of the following forms of merger consideration: (A) 0.6840 shares of the Issuer's common stock plus $10.00 in cash without interest (the "Mixed Election Consideration"), (B) $63.89 in cash, (C) 0.8110 shares of the Issuer's common stock, or (D) for any shares of Thermon's common stock for which no election was made, the Mixed Election Consideration.

Footnote F3

(Continued from Footnote 2) The Reporting Person elected to receive the Mixed Election Consideration in exchange for his shares of Thermon common stock. As a result, the Reporting Person received 36,690 shares of the Issuer's common stock in exchange for shares of Thermon common stock held by the Reporting Person immediately prior to the Effective Time.

Footnote F4

Shares will vest on May 15, 2027.