UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 418, 2025

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

     Delaware

     000-7099

     13-2566064

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

     5080 Spectrum Drive
Suite 800E
Addison, Texas

     75001

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: (214) 357-6181

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On June 4, 2025, Todd R. Gleason, the Chief Executive Officer of~~ CECO Environmental Corp. (the "“Company"”), ~~received~~announces anthe ~~equity~~departure ~~grant~~ of ~~150,000~~Lynn ~~performance~~Watkins-~~based~~Asiyanbi, ~~restricted stock units (“PSUs”) under~~ the Company’s ~~2021~~Senior ~~Equity~~Vice President and ~~Incentive~~Chief ~~Compensation~~Administrative ~~Plan.~~and ~~The~~Legal ~~PSUs~~Officer. Ms. ~~will~~Watkins-Asiyanbi ~~vest~~is ~~four~~expected ~~years~~to ~~from~~cease ~~the~~serving ~~grant~~as ~~date~~an ~~only~~officer ifof ~~(i)~~the ~~Mr.~~Company ~~Gleason~~as isof ~~still~~July ~~employed~~31, by2025 ~~the~~and ~~Company~~to atcomplete the ~~vest~~transition ~~date,~~of ~~and~~her ~~(ii)~~role ~~the~~and ~~Company’s~~cease ~~stock~~employment ~~price~~as ~~reaches~~of atAugust ~~least~~15, ~~$40.00~~2025 (~~with~~the ~~additional~~“Departure ~~payouts~~Date”). upDuring toher atime ~~maximum~~at ~~of 200% if~~ the Company's, ~~stock~~Ms. ~~price~~Watkins-Asiyanbi ~~reaches~~was ~~additional~~a ~~stock~~member ~~price~~of ~~targets as outlined in~~ the ~~Equity~~Company’s ~~Award~~executive ~~Agreement,~~leadership asteam ~~defined~~and ~~herein)~~played ~~for~~an 20active orrole ~~more~~in ~~consecutive trading days during~~ the ~~four-year~~advancement ~~performance period. The terms~~ of the ~~PSU~~organization ~~award~~over ~~are~~the ~~documented~~last ~~within~~three an(3) ~~equity~~years. ~~award~~The ~~agreement between the~~ Company ~~and~~expresses ~~Mr.~~its ~~Gleason,~~thanks ~~dated~~to ~~June~~her 4,for ~~2025~~her ~~(the “Equity Award Agreement”)~~contributions.

~~The~~On ~~foregoing~~July ~~description~~18, of2025, ~~the~~Ms. ~~Equity~~Watkins-Asiyanbi ~~Award Agreement is a summary only~~ and isthe ~~qualified~~Company inentered ~~its~~into ~~entirety~~a bywritten ~~reference~~separation toagreement ~~the~~and ~~full~~release ~~text of~~ (the ~~Equity~~“Separation ~~Award~~ Agreement”), ~~which~~providing isfor ~~filed~~certain asseverance ~~Exhibit~~payments ~~10.1~~and benefits to ~~this~~Ms. ~~Current~~Watkins-Asiyanbi ~~Report~~and ona ~~Form~~general ~~8-K~~release ~~and~~of isclaims ~~incorporated~~in ~~herein~~favor byof ~~reference~~the Company.

9Pursuant to the Separation Agreement, in exchange for Ms.01 Watkins-Asiyanbi’s execution and non-revocation of a general release of claims contained in the Separation Agreement, as well as her re-affirmation of certain non-disparagement, non-competition and non-solicitation covenants, she will receive (subject to applicable taxes) certain compensation and benefits, consisting of: (1) $300,000 as a lump sum cash severance payment; (2) a lump sum cash payment equal to nine months of COBRA premiums for continued health care insurance coverage; (3) $20,000 as a lump sum cash payment, which is intended to cover outplacement services; (4) $225,000 as a lump sum cash payment representing 75% of Ms. ~~Financial~~Watkins-Asiyanbi’s ~~Statements~~full-year 2025 annual cash incentive award target opportunity; (5) continued vesting of any service-based restricted stock units (“RSUs”) that remain unvested and ~~Exhibits~~outstanding as of the Departure Date that have a scheduled vesting date on or prior to March 31, 2026, with any other RSUs that will not vest during that period forfeited as of the Departure Date; and (6) the target number of performance-based restricted stock units (“PRSUs”) that remain unvested and outstanding as of the Departure Date that were otherwise scheduled to vest in March 2026 will convert to RSUs and vest on March 15, 2026, with any other PRSUs forfeited as of the Departure Date. The provision of the foregoing compensation and equity vesting under the Separation Agreement is subject to Ms. Watkins-Asiyanbi’s compliance with the terms of the Separation Agreement.

~~(d) Exhibits~~The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Exhibit No.	Description
10.1	Equity award agreement between the Company and Todd R. Gleason, dated June 4, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Executive Separation Agreement and Release, dated July 18, 2025, between CECO Environmental Corp. and Lynn Watkins-Asiyanbi.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 6, 2025	CECO Environmental Corp.
Date: July 24, 2025	CECO Environmental Corp.
	By:	/s/ ~~Joycelynn~~Peter ~~Watkins-Asiyanbi~~Johansson
		Joycelynn Watkins-Asiyanbi
		Peter Johansson
		SVP, Chief Administrative and Legal Officer and Corporate Secretary
		Chief Financial and Strategy Officer

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