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Gulf Island Shareholders Vote To Approve Acquisition by IES Holdings

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Gulf Island Fabrication (NASDAQ: GIFI) said shareholders approved its acquisition by IES Holdings, with the parties intending to complete the merger on January 16, 2026 subject to satisfaction or waiver of remaining customary closing conditions. If completed, Gulf Island common stock will no longer be publicly traded and will be delisted from Nasdaq.

This approval clears a key closing condition and sets an expected completion date, while closing remains contingent on customary conditions.

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Positive

  • Shareholder approval obtained on Jan 13, 2026
  • Targeted merger completion date: Jan 16, 2026

Negative

  • Gulf Island common stock will be delisted from Nasdaq if merger completes
  • Closing remains subject to remaining customary conditions

News Market Reaction

+0.17%
1 alert
+0.17% News Effect

On the day this news was published, GIFI gained 0.17%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Acquisition price: $12.00 per share Q3 2025 revenue: $51.5M Q3 2025 net income: $1.6M +5 more
8 metrics
Acquisition price $12.00 per share Cash consideration from IES merger agreement
Q3 2025 revenue $51.5M Consolidated revenue, Q3 2025
Q3 2025 net income $1.6M Net income, Q3 2025
Q3 2025 adjusted EBITDA $2.5M Adjusted EBITDA, Q3 2025
Cash & investments $64.6M Cash and short-term investments at Sept 30, 2025
Total debt $19.0M Total debt at Sept 30, 2025
Bridge contract value >$35M Francis Scott Key Bridge fabrication contract
Government contract value >$7.0M DLA automated fuel handling system task order

Market Reality Check

Price: $12.00 Vol: Volume 167,435 is below 2...
low vol
$12.00 Last Close
Volume Volume 167,435 is below 20-day average of 263,879 (relative volume 0.63). low
Technical Trading above 200-day MA of 8.00 and about 0.17% below its 52-week high of 12.00.

Peers on Argus

GIFI traded flat while one peer, MTEN, appeared in the momentum scanner moving u...
1 Up

GIFI traded flat while one peer, MTEN, appeared in the momentum scanner moving up. Other metal fabrication peers showed mixed direction, pointing to stock-specific dynamics tied to the IES acquisition rather than a sector-wide move.

Historical Context

5 past events · Latest: Nov 12 (Neutral)
Pattern 5 events
Date Event Sentiment Move Catalyst
Nov 12 Earnings update Neutral -0.1% Q3 2025 results and disclosure of IES merger terms.
Oct 01 Contract award Positive +4.7% Major fabrication contract for Francis Scott Key Bridge rebuild.
Sep 23 Government contract Positive -3.3% DLA task order for automated fuel handling system upgrade.
Aug 06 Earnings update Neutral +0.9% Q2 2025 results and ENGlobal acquisition details.
Jul 30 Conference call notice Neutral -1.9% Announcement of Q2 2025 results release and call schedule.
Pattern Detected

Recent news, including contract wins and earnings, has generally produced modest share price moves without a clear directional pattern.

Recent Company History

Over the past six months, Gulf Island reported Q2 and Q3 2025 results, highlighted contract awards, and then entered into a definitive merger agreement with IES Holdings at $12.00 per share. Government and infrastructure awards, including the Francis Scott Key Bridge project, expanded its backlog. The current shareholder approval of the IES acquisition follows the earlier merger agreement and proxy process, confirming the planned transition to a privately held subsidiary after closing.

Market Pulse Summary

This announcement confirms shareholder approval of Gulf Island’s acquisition by IES Holdings and tar...
Analysis

This announcement confirms shareholder approval of Gulf Island’s acquisition by IES Holdings and targets closing on January 16, 2026, after remaining conditions are satisfied. The cash consideration of $12.00 per share, previously disclosed in SEC filings, effectively anchors valuation as the stock nears delisting from Nasdaq. Investors tracking this name would mainly monitor completion of customary closing conditions and any further regulatory or transaction-related disclosures.

AI-generated analysis. Not financial advice.

THE WOODLANDS, Texas, Jan. 13, 2026 (GLOBE NEWSWIRE) -- Gulf Island Fabrication, Inc. (NASDAQ: GIFI) (“Gulf Island” or the “Company”), a leading steel fabricator and service provider to the industrial, energy and government sectors, today announced that at its special meeting of shareholders held earlier today (the “Special Meeting”), Gulf Island’s shareholders approved the acquisition of Gulf Island by IES Holdings, Inc. (the “Merger”). Subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the merger agreement, the parties intend to complete the Merger on January 16, 2026. If the Merger is completed, the Company’s common stock will no longer be publicly traded and will be delisted from Nasdaq.

ABOUT GULF ISLAND

Gulf Island is a leading fabricator of complex steel structures, modules and automation systems, and a provider of specialty services, including engineering, project management, commissioning, repair, maintenance, scaffolding, coatings, welding enclosures, cleaning and environmental, and technical field services to the industrial, energy and government sectors. The Company’s customers include U.S. and, to a lesser extent, international energy producers; refining, petrochemical, LNG, industrial and power operators; EPC companies; and federal, state and local governments. The Company is headquartered in The Woodlands, Texas and its primary operating facilities are located in Houma, Louisiana and Houston, Texas.

CAUTIONARY STATEMENT

This release 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 completion of the Merger and the realization of the anticipated benefits of the Merger. The words “anticipates,” “appear,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “proposed,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

The Company cautions 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 its 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; the failure to satisfy all other conditions to completion of the Merger; the failure of the Merger to close for any other reason, including due to a Company Material Adverse Effect (as defined in the Merger Agreement); risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement, the Merger or otherwise; the risk that the pendency of the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Merger; the impact on the market price of the Company’s common stock if the Merger is not completed; the effect of the announcement of the Merger on the Company’s relationships with its contractual counterparties, including customers, operating results and business generally; the amount of the costs, fees, expenses and charges related to the Merger; and other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent filings with the SEC.

Additional factors or risks that the Company currently deems immaterial, that are not presently known to the Company or that arise in the future could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which the Company’s forward-looking statements are based are likely to change after the date the forward-looking statements are made, which it cannot control. Further, the Company may make changes to its business plans that could affect its results. The Company cautions investors that it undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes.

COMPANY INFORMATION

Richard W. HeoWestley S. Stockton
Chief Executive OfficerChief Financial Officer
713.714.6100713.714.6100

FAQ

What did Gulf Island (GIFI) shareholders approve on January 13, 2026?

Shareholders approved the acquisition of Gulf Island by IES Holdings.

When is the Gulf Island and IES Holdings Merger expected to close?

The parties intend to complete the Merger on January 16, 2026, subject to customary closing conditions.

What happens to GIFI stock if the merger closes on January 16, 2026?

If completed, Gulf Island common stock will no longer be publicly traded and will be delisted from Nasdaq.

Is the Gulf Island–IES Holdings closing guaranteed after shareholder approval?

No; closing is subject to satisfaction or waiver of the remaining customary closing conditions.

Where can GIFI shareholders find next steps after the January 13, 2026 vote?

Shareholders should follow company communications for closing confirmations and post-close procedures.
Gulf Is Fabrication Inc

NASDAQ:GIFI

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GIFI Stock Data

191.98M
14.53M
8.87%
65.71%
0.34%
Metal Fabrication
Fabricated Structural Metal Products
Link
United States
THE WOODLANDS