Welcome to our dedicated page for Gulf Is Fabrication SEC filings (Ticker: GIFI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Gulf Island Fabrication, Inc. has agreed to be acquired by IES Holdings, Inc. for $12.00 in cash per share. In the proposed merger, IES Merger Sub, LLC will merge into Gulf Island, which will survive as an indirect wholly owned subsidiary of IES. Each share of GIFI common stock outstanding immediately before the merger (other than certain excluded shares) will be converted into the right to receive $12.00 in cash, without interest and subject to withholding taxes.
The company’s board of directors unanimously determined that the merger is fair and in the best interests of shareholders and recommends voting “FOR” the merger proposal, the non-binding merger-related compensation proposal, and the adjournment proposal. Approval of the merger requires a majority of all votes entitled to be cast, meaning a majority of outstanding GIFI shares. A failure to vote or an abstention has the same effect as a vote against the merger.
GIFI shareholders do not have appraisal rights under Louisiana law. If completed, the merger will result in GIFI common stock being delisted from Nasdaq and deregistered under the Exchange Act, and Gulf Island will cease to be a public company. If the agreement is terminated in specified circumstances, the company may owe IES a termination fee of approximately $7.6 million.
Gulf Island Fabrication (GIFI) reported Q3 2025 results. Revenue was $51.540 million, up from $37.640 million a year ago, driven by stronger Fabrication and Services activity. Operating income was $1.146 million versus $1.672 million, and net income was $1.559 million versus $2.317 million. Diluted EPS was $0.10 versus $0.14.
For the nine months, revenue was $129.351 million versus $121.783 million, with net income of $4.812 million versus $10.446 million. The balance sheet showed cash and cash equivalents of $23.206 million and short‑term investments of $40.156 million. Total assets were $146.726 million, liabilities $52.422 million, and shareholders’ equity $94.304 million. Shares outstanding were 15,998,611 as of October 31, 2025.
Remaining performance obligations totaled $36.844 million, with about $17.4 million expected in the remainder of 2025, $16.4 million in 2026, and $3.0 million thereafter. The company completed the ENGlobal asset acquisition via a $3.5 million credit bid, recorded $1.5 million related reserve for the Alliance Payment, and incurred $0.6 million integration and transaction costs. Letters of credit outstanding were $1.2 million, surety bonds were $52.7 million, and debt under the Note Agreement was $18.998 million.
Gulf Island Fabrication (GIFI) agreed to be acquired by IES Holdings for $12.00 in cash per share, with Gulf Island surviving as an indirect wholly owned subsidiary of IES. The Board approved the merger and will recommend shareholder approval.
The deal is conditioned on a majority shareholder vote and expiration or termination of the HSR Act waiting period; IES’s obligation is also conditioned on no Company Material Adverse Effect. There is no financing condition. A termination fee of approximately $7.6 million applies in specified circumstances.
IES owns approximately 565,886 shares (about 3.5%) and agreed to vote “FOR” the merger. Certain directors, officers and an affiliated holder owning approximately 20% of the common stock also signed a Voting and Support Agreement to vote in favor. Outstanding time‑based RSUs convert to cash‑settled awards at $12.00 per unit, and performance RSUs convert at target, each retaining original vesting terms.
Gulf Island Fabrication (GIFI) announced it entered into a Merger Agreement with IES Holdings. An IES subsidiary will merge with Gulf Island, and Gulf Island will survive as an indirect wholly owned subsidiary of IES, subject to the terms and conditions of the agreement.
The transaction is conditioned on required approvals and closing steps, including shareholder approval and any necessary regulatory or other approvals. The company plans to file a proxy statement and will hold a special shareholder meeting to vote on the proposed transaction. A joint press release dated November 7, 2025, was furnished as Exhibit 99.1.
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