IES Holdings Enters Material Definitive Agreement

TL;DR

IES Holdings signed a big deal on Nov 7, 2025. Details in the 8-K.

AI Summary

On November 7, 2025, IES Holdings, Inc. entered into a material definitive agreement. The filing also includes information regarding Regulation FD disclosure and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Sugar Land, Texas.

Why It Matters

This filing indicates a significant contractual development for IES Holdings, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and obligations for the company.

Key Players & Entities

• IES Holdings, Inc. (company) — Filer of the 8-K report
• November 7, 2025 (date) — Date of the earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Sugar Land, Texas (location) — Address of principal executive offices
• 713-860-1500 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share IESC NASDAQ Global Market
• $12.00 — be converted into the right to receive $12.00 in cash, without interest, and subject
• $12 — o the Effective Time multiplied by (ii) $12.00, the Merger Consideration (each, a "
• $7.6 million — IES a termination fee of approximately $7.6 million (the "Termination Fee") in cash upon te

Filing Documents

• iesc-20251107.htm (8-K) — 58KB
• mergeragreementforedgarizi.htm (EX-2.1) — 950KB
• projectpelican-votingagree.htm (EX-10.1) — 103KB
• ies-gifipressrelease11x7x25.htm (EX-99.1) — 30KB
• iesc-20251107_g1.jpg (GRAPHIC) — 100KB
• image_0.jpg (GRAPHIC) — 7KB
• image_1.jpg (GRAPHIC) — 6KB
• 0001048268-25-000165.txt ( ) — 1738KB
• iesc-20251107.xsd (EX-101.SCH) — 2KB
• iesc-20251107_def.xml (EX-101.DEF) — 14KB
• iesc-20251107_lab.xml (EX-101.LAB) — 25KB
• iesc-20251107_pre.xml (EX-101.PRE) — 15KB
• iesc-20251107_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On November 7, 2025, IES Holdings, Inc, a Delaware corporation ("IES"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gulf Island Fabrication, Inc., a Louisiana corporation ("Gulf Island" or the "Company"), and IES Merger Sub, LLC, a Louisiana limited liability company and an indirect wholly owned subsidiary of IES ("Merger Sub"). The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (1) Merger Sub will merge with and into Gulf Island, with Gulf Island surviving the Merger as an indirect wholly owned subsidiary of IES (the "Merger"), and (2) at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Gulf Island's common stock, no par value per share (the "Gulf Island Common Stock"), as of immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive $12.00 in cash, without interest, and subject to deduction for any required tax withholding (the "Merger Consideration"). The Board of Directors of IES and the Board of Directors of Gulf Island ("Gulf Island Board") have approved the Merger, Merger Agreement and the transactions contemplated thereby, and the Gulf Island Board has resolved to recommend that Gulf Island's shareholders approve the Merger Agreement. Treatment of Gulf Island Equity Awards Gulf Island's directors and executive officers hold outstanding equity-based awards consisting of both time-based and performance-based restricted stock units that represent the right to receive an equivalent number of shares of Gulf Island Common Stock (the "Gulf Island RSU Awards"). Under the terms of the Merger Agreement, each outstanding award of time-based restricted stock units granted under Gulf Island's equity incentive plans shall, at the Effective Time, be converted into the rig

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 7, 2025, IES and Gulf Island issued a joint press release (the "Press Release") announcing the entry into the Merger Agreement. A copy of the Press Release is furnished hereto as Exhibit 99.1. Neither the information reported herein nor in the Press Release shall be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act. Cautionary Statement on Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to the consummation of the Merger and the realization of the anticipated benefits of the Merger. The words "anticipates," "may," "can," "plans," "expects," "expected," "projects," "targets," "intends," "likely," "will," "should," "to be," "proposed," "potential" and any similar expressions are intended to identify those assertions as forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or Company Change in Recommendation (as defined in the Merger

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1— Agreement and Plan of Merger, dated as of November 7, 2025, by and among IES Holdings, Inc., IES Merger Sub, LLC and Gulf Island Fabrication, Inc. 10.1— Voting and Support Agreement, dated November 7, 2025, by and among IES Holdings, Inc., Gulf Island Fabrication, Inc. and the Supporting Shareholders party thereto. 99.1*— Joint Press Release, dated November 7, 2025, announcing entry into the Merger Agreement . 104 — Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished with this Current Report. Certain exhibits, schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.

SIGNATURES

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. IES HOLDINGS, INC. Date: November 12, 2025 By: /s/ Mary K. Newman Name: Mary K. Newman Title: Senior Vice President, Chief Administrative Officer and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR