SCHEDULE: Major Shareholder Backs CECO Environmental Merger

A key shareholder group, including Jason DeZwirek, has entered a voting agreement supporting CECO Environmental's merger with Thermon Group Holdings.

Summary

• Jason DeZwirek, Icarus Investment Corp., and 0to100 Inc. (Reporting Persons) filed an Amendment No. 18 to their Schedule 13D.
• The amendment discloses their entry into a Voting Agreement on February 23, 2026, with CECO Environmental Corp. and Thermon Group Holdings, Inc.
• This agreement is concurrent with CECO Environmental's merger agreement to acquire Thermon Group Holdings, Inc.
• The Reporting Persons collectively beneficially own 4,198,111 shares of CECO Common Stock, representing 11.7% of the class based on 35,665,813 shares outstanding as of February 19, 2026.
• Under the Voting Agreement, they commit to vote their shares in favor of the stock issuance related to the merger and against any competing acquisition proposals.
• They also agree not to transfer their shares or enter into other voting arrangements until the agreement's termination date.
• An irrevocable proxy is granted to Thermon to vote their shares if they fail to comply with their obligations.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as a significant shareholder's commitment to vote in favor of the merger reduces uncertainty regarding shareholder approval, which is generally favorable for the transaction's completion.

Positives

• The Voting Agreement from a significant shareholder group (11.7% stake) provides strong support for CECO Environmental's proposed merger with Thermon Group Holdings, Inc., increasing the likelihood of shareholder approval.
• The commitment not to transfer shares or engage in competing voting arrangements provides stability for the merger process.

Negatives

• The Reporting Persons have limited flexibility regarding their CECO shares until the Voting Agreement's termination, as they cannot transfer them or vote against the merger.
• The granting of an irrevocable proxy to Thermon further restricts the Reporting Persons' control over their voting rights in specific circumstances.

Risks

• The merger itself carries inherent risks, including integration challenges, potential regulatory hurdles, and the possibility of not achieving anticipated synergies.
• If the merger agreement is terminated, the Voting Agreement also terminates, potentially leading to uncertainty regarding the Reporting Persons' future actions with their significant stake.
• The Reporting Persons are bound to vote against any "Parent Acquisition Proposal," which could prevent them from supporting a potentially more favorable alternative offer for CECO Environmental if one were to emerge before the merger's completion.

Future Outlook

The Reporting Persons expect to review their investment in CECO Environmental from time to time and may, depending on market conditions and subject to the Voting Agreement, purchase or sell additional shares or engage in other proposals. They may also communicate with management, other shareholders, and potential investors regarding such matters.

Industry Context

StockSavvy.ai notes that this filing indicates a significant step towards the consolidation of CECO Environmental and Thermon Group Holdings, Inc., potentially strengthening CECO's market position in environmental and industrial solutions. The support from a major shareholder group signals confidence in the strategic rationale of the merger within the industry.

Stakeholder Impact

• Shareholders: The Voting Agreement increases the probability of the merger's approval, potentially leading to the strategic benefits and synergies anticipated from the combined entity. However, it also limits the flexibility of the Reporting Persons to act independently with their shares.
• Management: The support from a major shareholder group provides management with greater confidence in securing the necessary votes for the merger.
• Employees: The merger could lead to changes in organizational structure, potentially impacting employees of both CECO Environmental and Thermon.

Next Steps

• Company Stockholders of CECO Environmental will need to vote on the issuance of Common Stock in connection with the Mergers.
• The Mergers of Thermon Group Holdings, Inc. into CECO Environmental's subsidiaries are expected to proceed, subject to customary closing conditions and approvals.
• Reporting Persons may review their investment and potentially buy or sell additional shares, subject to the Voting Agreement.

Key Dates

Recommendation

The filing indicates a significant step towards the completion of a merger, with a major shareholder group committing their votes. While this reduces merger uncertainty, the full impact on the combined entity's value and future performance is yet to be realized. Investors should hold to observe the merger's completion and subsequent integration, as well as the combined company's financial outlook.

Keywords

CECO Environmental, Thermon Group Holdings, Merger Agreement, Voting Agreement, Schedule 13D/A, Shareholder Support, Corporate Acquisition, Investment Holdings, Jason DeZwirek, Icarus Investment Corp., 0to100 Inc.