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S-4 S-4 EX-FILING FEES 0000003197 CECO ENVIRONMENTAL CORP N/A N/A 0000003197 2026-04-07 2026-04-07 0000003197 1 2026-04-07 2026-04-07 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

CECO ENVIRONMENTAL CORP

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common stock, $0.01 par value Other 22,665,700 $ 1,319,514,862.16 0.0001381 $ 182,225.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,319,514,862.16

$ 182,225.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 182,225.00

Offering Note

1

The Amount Registered represents the estimated maximum number of shares of common stock, par value $0.01 per share ("CECO common stock"), of CECO Environmental Corp. (the "Registrant") to be issued in the first merger and the other transactions contemplated by the Agreement and Plan of Merger, dated as of February 23, 2026, by and among the Registrant, Thermon Group Holdings, Inc. ("Thermon") and the other parties thereto (as may be amended from time to time, the "merger agreement") and is based upon the product of (a) the mixed consideration election exchange ratio pursuant to the merger agreement of 0.6840, multiplied by (b) 33,136,988 shares of common stock, par value $0.001 per share, of Thermon ("Thermon common stock"), which is the maximum number of shares of Thermon common stock expected to be outstanding as of the closing equal to the sum of (i) 32,866,352 shares of Thermon common stock issued and outstanding, (ii) 234,917 shares of Thermon common stock underlying restricted stock units and performance stock units (assuming "maximum" level of performance) expected to vest prior to closing, and (iii) 35,719 shares of Thermon common stock issuable upon exercise of options. The Maximum Aggregate Offering Price is estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act. Such amount equals (a) the product of (i) $49.82, the average of the high and the low prices per share of Thermon common stock, as reported on the New York Stock Exchange on March 31, 2026, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (ii) 33,136,988, the estimated maximum number of shares of Thermon common stock as calculated pursuant to this footnote 1, minus (b) $330,592,337 which is the aggregate amount of cash estimated to be paid by CECO to holders of Thermon common stock in the first merger. The aggregate amount of cash set forth in clause (b) of the prior sentence is equal to the product obtained by multiplying (A) $10.00 by (B) the estimated maximum number of shares of Thermon common stock as calculated pursuant to this footnote 1.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date