Gulf Island (GIFI) director logs $12 merger cash-out on Form 4 filing

Rhea-AI Filing Summary

Gulf Island Fabrication director and 10% owner Robert M. Averick reported the conversion of his equity holdings due to the company’s merger with IES Holdings. On January 16, 2026, an IES subsidiary merged with Gulf Island, leaving Gulf Island as an indirect wholly owned subsidiary of IES. At the effective time of the merger, 31,333 shares of common stock and 5,979 restricted stock units held directly by Averick were disposed of, and all shares of the issuer’s common stock, including those underlying outstanding time-based RSUs, converted into the right to receive $12.00 per share in cash. Following these transactions, Averick reported beneficial ownership of zero Gulf Island shares.

Insights

Equity M&A analyst

Insider’s Form 4 reflects completion of a cash merger and resulting share conversion.

The filing shows that Robert M. Averick, a director and 10% owner of Gulf Island Fabrication, disposed of 31,333 common shares and 5,979 restricted stock units on January 16, 2026. The disposition is coded "D" and priced at $0.00 in the Form 4 tables because it resulted from a corporate transaction rather than an open-market sale.

The footnote explains that an IES Holdings subsidiary merged with Gulf Island under a November 7, 2025 merger agreement, with Gulf Island surviving as an indirect wholly owned subsidiary of IES Holdings. At the effective time, all common shares and time-based RSUs converted into the right to receive $12.00 per share in cash, and Averick’s reported post-transaction holdings are zero. This indicates a going-private outcome for existing shareholders, with the cash consideration set by the merger terms.

The Form 4 itself does not address how the $12.00-per-share price compares to prior trading levels or earlier disclosures; it simply records the mechanical effect of the merger on this insider’s positions. Future company or acquirer filings would typically provide broader context on valuation, deal rationale, and integration.

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

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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^*

Averick Robert M

(Last) (First) (Middle)

C/O KOKINO LLC

201 TRESSER BOULEVARD, 3RD FLOOR

(Street)

STAMFORD CT 06901

(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	X	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)		31,333	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 Unit	(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.

	/s/ Robert Averick	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GIFI report for Robert M. Averick?

The filing reports that Robert M. Averick, a director and 10% owner of Gulf Island Fabrication (GIFI), disposed of 31,333 shares of common stock and 5,979 restricted stock units on January 16, 2026 as a result of a merger transaction.

Why were Robert M. Avericks Gulf Island shares and RSUs disposed of?

Avericks holdings were disposed of because an IES Holdings, Inc. subsidiary merged with Gulf Island Fabrication, and at the effective time of the merger, all shares of Gulf Island common stock, including shares underlying outstanding time-based RSUs, converted into the right to receive $12.00 per share in cash.

What cash consideration did GIFI shareholders receive in the IES merger?

The disclosure states that in the merger with IES Holdings, Inc., shares of Gulf Island Fabrication common stock, including those underlying time-based restricted stock units, converted into the right to receive $12.00 per share in cash at the effective time of the merger.

How many Gulf Island shares does Robert M. Averick own after this Form 4?

After the reported merger-related transactions, the Form 4 shows that Robert M. Averick beneficially owns 0 shares of Gulf Island common stock and 0 restricted stock units directly.

What is Robert M. Avericks relationship to Gulf Island Fabrication (GIFI)?

According to the filing, Robert M. Averick is a director of Gulf Island Fabrication and a 10% owner at the time of the reported transactions.

What corporate change does this GIFI Form 4 reflect?

The Form 4 reflects completion of a merger under which IES Merger Sub, LLC, an indirect wholly owned subsidiary of IES Holdings, Inc., merged with and into Gulf Island Fabrication, leaving Gulf Island as an indirect wholly owned subsidiary of IES and converting its common stock into a cash right at $12.00 per share.