Gulf Island Fabrication Announces Material Agreement & Officer Changes

TL;DR

GIFAB inked a big deal & shuffled execs. Big changes ahead.

AI Summary

Gulf Island Fabrication, Inc. announced on November 7, 2025, a material definitive agreement and changes in its board and officer composition. The company also filed financial statements and exhibits related to these events. The filing details the entry into a significant contract and updates on corporate governance.

Why It Matters

This filing indicates a significant new business deal for Gulf Island Fabrication and potential shifts in leadership, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and changes in officers, which can introduce operational and strategic risks.

Key Players & Entities

• Gulf Island Fabrication, Inc. (company) — Registrant
• November 7, 2025 (date) — Date of Earliest Event Reported
• Louisiana (jurisdiction) — State of incorporation
• 72-1147390 (identifier) — IRS Employer Identification No.
• 2170 Buckthorne Place, Suite 420, The Woodlands, Texas 77380 (address) — Principal executive offices
• 713-714-6100 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $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 "
• $535,000 — other things, an annual base salary of $535,000 (pro-rated for the term of employment)
• $401,250 — term of employment) and a cash bonus of $401,250. The Stockton Employment Agreement prov
• $375,000 — other things, an annual base salary of $375,000 (pro-rated for the term of employment)
• $150,000 — term of employment) and a cash bonus of $150,000. The executive's receipt of the cash bo

Filing Documents

• ny20056788x3_8k.htm (8-K) — 65KB
• ny20056788x3_ex2-1.htm (EX-2.1) — 694KB
• ny20056788x3_ex10-1.htm (EX-10.1) — 90KB
• ny20056788x3_ex10-2.htm (EX-10.2) — 103KB
• ny20056788x3_ex10-3.htm (EX-10.3) — 101KB
• 0001140361-25-041387.txt ( ) — 1436KB
• gifi-20251107.xsd (EX-101.SCH) — 4KB
• gifi-20251107_lab.xml (EX-101.LAB) — 21KB
• gifi-20251107_pre.xml (EX-101.PRE) — 16KB
• ny20056788x3_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On November 7, 2025, Gulf Island Fabrication, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with IES Holdings, Inc. ("IES"), a Delaware corporation, 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 the Company, with the Company 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 the Company's common stock, no par value per share (the "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 (the "Board") of the Company has approved the Merger, Merger Agreement and the transactions contemplated thereby and has resolved to recommend that the Company's shareholders approve the Merger Agreement. Treatment of Equity Awards The Company'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 Common Stock (the "Company RSU Award(s)"). Under the terms of the Merger Agreement, each outstanding award of time-based restricted stock units granted under the Company's equity incentive plans shall, at the Effective Time, be converted into the right to receive upon vesting a cash payment in an amount equal to the product of (i) the number of shares of Common Stock subject to such Company RSU A

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. In connection with the signing of the Merger Agreement, the Company entered into employment agreements with Mr. Heo (the "Heo Employment Agreement"), and Mr. Stockton (the "Stockton Employment Agreement" and, together with the Heo Employment Agreement, the "Employment Agreements"), to be effective as of, and contingent upon the occurrence of, the Closing Date (as defined in the Merger Agreement). Pursuant to the Employment Agreements, as of the Closing Date, Mr. Heo will serve as Senior Vice President and General Manager of the Company, with a term expiring on September 30, 2026, and Mr. Stockton will serve as Senior Vice President, Finance, of the Company, with a term expiring on June 30, 2026. The Heo Employment Agreement provides for, among other things, an annual base salary of $535,000 (pro-rated for the term of employment) and a cash bonus of $401,250. The Stockton Employment Agreement provides for, among other things, an annual base salary of $375,000 (pro-rated for the term of employment) and a cash bonus of $150,000. The executive's receipt of the cash bonus is contingent on continued employment through the applicable term, provided, however, that if the executive dies or is terminated by the Company prior to expiration of the term, he will receive a prorated bonus. The Employment Agreements also contain certain restrictive covenants following the expiration of the agreement, including non-competition covenants (lasting one-year for Mr. Heo and through December 31, 2026 for Mr. Stockton). Under the Employment Agreements, if the executive maintains employment through the applicable term of his employment agreement, or if he dies or is terminated by the Company for any reason prior to the end of the applicable term of employment, then: (i) he will receive the cash severance payments due under his curr

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. 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 10.2 Employment Agreement dated November 7, 2025 by and between Gulf Island Fabrication, Inc. and Richard W. Heo, effective as of the Closing Date 10.3 Employment Agreement dated November 7, 2025 by and between Gulf Island Fabrication, Inc. and Westley S. Stockton, effective as of the Closing Date 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. GULF ISLAND FABRICATION, INC. By: /s/ Westley S. Stockton Westley S. Stockton Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) Dated: November 10, 2025

View Full Filing

View this 8-K filing on SEC EDGAR