Thermon Group Holdings to Merge with CECO Environmental in $2.2 Billion Deal

THR
February 24, 2026

Thermon Group Holdings (NYSE: THR) and CECO Environmental (NASDAQ: CECO) entered into a definitive agreement on February 23, 2026 to combine the two companies in a stock‑and‑cash transaction valued at approximately $2.2 billion. The combined entity will continue under the CECO name and will be led by Todd Gleason as chief executive officer.

Thermon shareholders will receive a mix of CECO common stock and cash. The preferred mixed option values each Thermon share at $63.13, comprising $10.00 in cash and 0.6840 CECO shares, representing a 26.8 % premium to Thermon’s closing price on February 23, 2026. An all‑cash option would pay $63.89 per Thermon share, while an all‑stock option would provide 0.8110 CECO shares per Thermon share.

The transaction is designed to combine Thermon’s industrial process heating and thermal management capabilities with CECO’s environmental technology portfolio, creating a diversified industrial solutions platform. Projections for 2026 estimate combined revenue of about $1.5 billion and adjusted EBITDA of $296 million, including $40 million in annual cost synergies expected within three years. CECO has secured a $200 million term loan and a $700 million backstop revolver to fund the cash portion of the deal, keeping pro‑forma net leverage below 2.5×.

Thermon’s recent quarterly results—record revenue of $147.3 million in fiscal Q3 2026, a 10 % year‑over‑year increase, and an adjusted EPS of $0.66 versus an estimate of $0.5775—contributed to the premium offered. CECO reported Q4 2025 revenue of $214.69 million, up 35.4 % YoY, but an EPS of $0.30 that fell short of the $0.43 estimate, a factor that weighed on investor sentiment.

Under the deal, CECO shareholders will own 37.5 % of the combined company, while Thermon shareholders receive a premium and a stake in a broader, more resilient business. The transaction aligns with industry trends toward decarbonization and industrial reshoring, positioning the new entity to capture growth in both long‑cycle project work and short‑cycle aftermarket services.

The agreement is expected to close in the second half of 2026, subject to customary regulatory approvals and shareholder consent. The combination represents a significant strategic shift for Thermon, moving it from a cyclical oil‑and‑gas focus toward a diversified industrial technology platform, while providing CECO with complementary capabilities and a stronger balance sheet.

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