CECO 8-K

Date: August 10, 2026

CECO Environmental Corp.

/s/ Kiril Kovachev

Kiril Kovachev

Chief Accounting Officer

Ceco Environmental Corp (CECO)

8-K 2026-08-10 For: 2026-08-10

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Added on August 10, 2026

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CECO	The NASDAQ Stock Market LLC


Exhibit Number		Exhibit Title

99.1 104		Press Release, CECO Environmental Reports Second Quarter 2026 Results Cover Page Interactive Data File (embedded within the Inline XBRL document).


(in thousands, except per share data)	June 30, 2026			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	61,066		$	33,144
Restricted cash		2,783			83
Accounts receivable, net of allowances of $7,834 and $9,866		458,990			172,909
Costs and estimated earnings in excess of billings on uncompleted contracts		139,342			115,614
Inventories		211,388			53,996
Prepaid expenses and other current assets		76,814			29,450
Prepaid income taxes		29,250			4,986
Total current assets		979,633			410,182
Property, plant and equipment, net		175,741			47,808
Right-of-use assets from operating leases		42,706			28,251
Goodwill		1,501,199			288,163
Intangible assets – finite life, net		999,431			96,966
Intangible assets – indefinite life		9,645			9,705
Deferred income taxes		—			449
Deferred charges and other assets		25,216			12,245
Total assets	$	3,733,571		$	893,769
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of debt	$	16,641		$	1,879
Accounts payable		195,955			117,848
Accrued expenses		114,193			57,639
Billings in excess of costs and estimated earnings on uncompleted contracts		323,920			123,726
Income taxes payable		1,577			4,738
Total current liabilities		652,286			305,830
Other liabilities		17,625			3,317
Debt, less current portion		711,065			210,559
Deferred income tax liability, net		236,445			27,920
Operating lease liabilities		35,012			22,961
Total liabilities		1,652,433			570,587
Commitments and contingencies (See Note 13)
Shareholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized, 58,444,845 and 35,644,537 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		584			355
Capital in excess of par value		2,069,492			269,453
Retained earnings		21,455			56,621
Accumulated other comprehensive loss		(15,673	)		(8,901	)
Total CECO shareholders' equity		2,075,858			317,528
Noncontrolling interest		5,280			5,654
Total shareholders' equity		2,081,138			323,182
Total liabilities and shareholders' equity	$	3,733,571		$	893,769


	Three months ended June 30,						Six months ended June 30,
(in thousands, except share and per share data)	2026			2025			2026			2025
Net sales	$	284,961		$	185,391		$	490,880		$	362,088
Cost of sales		198,493			118,283			340,492			232,818
Gross profit		86,468			67,108			150,388			129,270
Selling and administrative expense		63,891			48,816			109,982			102,359
Amortization expense		7,789			2,937			11,792			6,033
Acquisition and integration expense		45,461			32			55,742			8,175
Gain on sale of Global Pump Solutions business		—			—			—			(64,502	)
Other operating expense (income)		2,505			(2,738	)		4,174			(2,725	)
Loss (income) from operations		(33,178	)		18,061			(31,302	)		79,930
Other loss (income)		2,298			(1,454	)		3,691			(861	)
Interest expense		9,102			4,898			13,332			11,115
(Loss) income before income taxes		(44,578	)		14,617			(48,325	)		69,676
Income tax (benefit) expense		(10,089	)		4,511			(13,589	)		23,127
Net (loss) income		(34,489	)		10,106			(34,736	)		46,549
Noncontrolling interest		279			596			430			1,055
Net (loss) income attributable to CECO Environmental Corp.	$	(34,768	)	$	9,510		$	(35,166	)	$	45,494
(Loss) earnings per share:
Basic	$	(0.80	)	$	0.27		$	(0.89	)	$	1.29
Diluted	$	(0.80	)	$	0.26		$	(0.89	)	$	1.24
Weighted average number of common shares outstanding:
Basic		43,310,506			35,286,065			39,521,709			35,157,514
Diluted		43,310,506			36,558,493			39,521,709			36,624,237


	Six months ended June 30,
(in thousands)	2026			2025
Cash flows from operating activities:
Net (loss) income	$	(34,736	)	$	46,549
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		18,120			10,157
Unrealized foreign currency loss (gain)		3,534			(3,024	)
Intangible asset impairment		1,927			—
Inventory fair value adjustment		9,515			—
Gain on sale of Global Pump Solutions business		—			(64,502	)
Fair value adjustment to earnout liabilities		—			(7,403	)
(Gain) loss on sale of property and equipment		26			(34	)
Debt discount amortization		476			412
Share-based compensation expense		12,848			6,234
(Recovery) allowance for credit loss		(1,539	)		1,297
Inventory obsolescence expense		1,496			192
Deferred income tax benefit		891			1,335
Changes in operating assets and liabilities, net of acquisitions and divestiture:
Accounts receivable		(180,211	)		4,850
Costs and estimated earnings in excess of billings on uncompleted contracts		3,502			(19,635	)
Inventories		(9,835	)		(8,853	)
Prepaid expense and other current assets		(60,692	)		(13,865	)
Deferred charges and other assets		(3,155	)		(1,512	)
Accounts payable		40,998			11,884
Accrued expenses		(11,917	)		9,973
Billings in excess of costs and estimated earnings on uncompleted contracts		180,941			7,524
Income taxes payable		(5,363	)		5,942
Other liabilities		748			(6,884	)
Net cash used in operating activities		(32,426	)		(19,363	)
Cash flows from investing activities:
Acquisitions of property and equipment		(7,486	)		(4,432	)
Net cash proceeds for sale of Global Pump Solutions business		—			105,860
Cash paid for acquisitions, net of cash acquired		(436,871	)		(97,615	)
Net cash (used in) provided by investing activities		(444,357	)		3,813
Cash flows from financing activities:
Borrowings on revolving credit lines		384,700			162,000
Repayments on revolving credit lines		(96,300	)		(142,300	)
Borrowings on long-term debt		235,000			—
Repayments on long-term debt		(917	)		(802	)
Payments on finance leases and financing liability		—			(393	)
Deferred financing fees paid		(7,664	)		—
Deferred consideration paid for acquisitions		—			(1,000	)
Equity awards surrendered by employees for tax liability, net of proceeds from employee stock purchase plan and exercise of stock options		(4,966	)		(2,906	)
Noncontrolling interest distributions		(803	)		(402	)
Net cash provided by financing activities		509,050			14,197
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,645	)		61
Net increase in cash, cash equivalents and restricted cash		30,622			(1,292	)
Cash, cash equivalents and restricted cash at beginning of period		33,227			38,201
Cash, cash equivalents and restricted cash at end of period	$	63,849		$	36,909
Cash paid during the period for:
Interest	$	14,131		$	10,940
Income taxes	$	14,509		$	18,642


	Three months ended June 30,						Six months ended June 30,
(in millions, except share data)	2026			2025			2026			2025
Net (loss) income as reported in accordance with GAAP	$	(34.8	)	$	9.5		$	(35.2	)	$	45.5
Amortization expense		7.8			2.9			11.8			6.0
Acquisition and integration expenses		45.5			—			55.7			8.2
Gain on sale of Global Pump Solutions business		—			—			—			(64.5	)
Other expense (income)1		12.0			(2.7	)		13.7			(2.6	)
Foreign currency remeasurement		2.0			(1.4	)		3.6			(0.8	)
Tax (benefit) expense of adjustments		(11.0	)		0.4			(14.3	)		20.6
Non-GAAP net income	$	21.5		$	8.7		$	35.4		$	12.4
Depreciation		4.2			2.2			6.3			4.1
Non-cash stock compensation		3.8			2.9			4.3			6.2
Other (income) / expense		0.3			—			0.1			(0.1	)
Interest expense		9.1			4.9			13.3			11.1
Income tax expense		0.9			4.1			0.7			2.5
Noncontrolling interest		0.3			0.6			0.4			1.1
Adjusted EBITDA	$	40.2		$	23.3		$	60.5		$	37.3

Earnings per share:
Basic	$	(0.80	)	$	0.27		$	(0.89	)	$	1.29
Diluted	$	(0.80	)	$	0.26		$	(0.89	)	$	1.24

Non-GAAP net income per share:
Basic	$	0.50		$	0.25		$	0.90		$	0.35
Diluted	$	0.47		$	0.24		$	0.85		$	0.34


	Three months ended June 30,						Six months ended June 30,
(in millions)	2026			2025			2026			2025
Gross profit as reported in accordance with GAAP	$	86.5		$	67.1		$	150.4		$	129.3
Inventory valuation adjustment		9.5			-			9.5			-
Non-GAAP gross profit	$	96.0		$	67.1		$	159.9		$	129.3

Gross profit margin in accordance with GAAP		30.3	%		36.2	%		30.6	%		35.7	%
Non-GAAP gross profit margin		33.7	%		36.2	%		32.6	%		35.7	%