Gulf Island Fabrication (GIFI) shares cashed out at $12 merger deal

Rhea-AI Filing Summary

Gulf Island Fabrication director Jay Troger reported the cash-out of his equity holdings due to the company’s merger into IES Holdings, Inc. On January 16, 2026, all 13,333 shares of common stock he previously held and 5,979 restricted stock units were disposed of in connection with the closing of the merger.

Under the Merger Agreement among IES Holdings, IES Merger Sub, LLC and Gulf Island Fabrication, IES Merger Sub merged with and into Gulf Island, which now survives as an indirect wholly owned subsidiary of IES. At the effective time, each share of Gulf Island common stock, including shares underlying time-based restricted stock units, converted into the right to receive $12.00 per share in cash, and Troger’s reported beneficial ownership in both common stock and restricted stock units decreased to zero.

Positive

• Completion of cash merger at $12.00 per share, with all Gulf Island common shares (including those underlying time-based RSUs) converting into the right to receive cash consideration.

Negative

• None.

Insights

Equity and M&A analyst

Form 4 confirms Gulf Island’s cash merger at $12 per share.

This filing shows the completion of the merger in which Gulf Island Fabrication became an indirect wholly owned subsidiary of IES Holdings, Inc. The director, Jay Troger, reports the disposition of 13,333 common shares and 5,979 restricted stock units on January 16, 2026, all tied to the transaction’s closing.

The footnote states that, at the effective time of the merger, each share of common stock, including shares underlying time-based restricted stock units, converted into the right to receive $12.00 per share in cash. This indicates a full cash exit for these equity awards, and Troger’s beneficial ownership in these securities is reduced to zero after the transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Troger Jay

(Last) (First) (Middle)

2170 BUCKTHORNE PLACE, STE. 420

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GULF ISLAND FABRICATION INC [ GIFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/16/2026		D(1)		13,333	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/16/2026		D			5,979	(1)	(1)	Common Stock	5,979	(1)	0	D

Explanation of Responses:

1. On January 16, 2026, pursuant to that certain Agreement and Plan of Merger dated as of November 7, 2025 (the "Merger Agreement") by and among IES Holdings, Inc. ("IES"), IES Merger Sub, LLC, an indirect wholly owned subsidiary of IES ("Merger Sub") and the Issuer, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of IES. At the effective time of the Merger, shares of the Issuer's common stock, including shares of common stock underlying outstanding time-based restricted stock units, converted into the right to receive $12.00 per share in cash.

Remarks:

	/s/ Jay Troger	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Gulf Island Fabrication (GIFI) report?

The company reported that director Jay Troger disposed of 13,333 shares of common stock and 5,979 restricted stock units on January 16, 2026 in connection with a merger.

Why did Jay Troger’s Gulf Island (GIFI) shareholdings go to zero?

Following the merger of IES Merger Sub, LLC into Gulf Island Fabrication, all of Troger’s reported common stock and restricted stock units converted into cash rights, leaving him with 0 shares beneficially owned.

What cash consideration did Gulf Island (GIFI) shareholders receive in the merger?

At the effective time of the merger, each share of Gulf Island common stock, including shares underlying time-based restricted stock units, converted into the right to receive $12.00 per share in cash.

Who acquired Gulf Island Fabrication (GIFI) according to this filing?

IES Holdings, Inc. acquired Gulf Island Fabrication through a merger in which IES Merger Sub, LLC merged with and into Gulf Island, making it an indirect wholly owned subsidiary of IES.

What type of securities did Jay Troger hold before the Gulf Island (GIFI) merger?

He held common stock of Gulf Island Fabrication and time-based restricted stock units that were settled through the merger for cash.

Is this Gulf Island (GIFI) Form 4 transaction a market sale?

No. The disposition is reported with code D and reflects conversion of equity into $12.00 per share cash consideration as part of the completed merger, rather than an open-market sale.