Gulf Island (GIFI) SVP reports merger stock payout at $12 per share

Rhea-AI Filing Summary

Gulf Island Fabrication SVP, Commercial Matthew R. Oubre reported merger-related changes in his common stock holdings. On January 16, 2026, he acquired 7,473 shares of common stock at a stated price of $0.00 per share, bringing his direct holdings to 45,170 shares immediately after that transaction.

On the same date, those 45,170 common shares were reported as disposed of at a stated price of $0.00 per share, leaving him with 0 shares directly owned. According to the merger terms, all shares of Gulf Island common stock, including shares underlying time-based restricted stock units, were converted into the right to receive $12.00 per share in cash when IES Merger Sub, LLC merged with Gulf Island, which became an indirect wholly owned subsidiary of IES Holdings, Inc.

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^*

Oubre Matthew R

(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)

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

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		A(1)		7,473	A	(1)	45,170	D
Common Stock	01/16/2026		D(2)		45,170	D	(2)	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

Explanation of Responses:

1. In connection with the Merger described in Footnote 2, outstanding performance awards granted April 1, 2025 were converted to time-based restricted stock units at the target level.

2. 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/ Matthew R. Oubre	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 activity did GIFIa0SVP Matthew R. Oubre report?

Matthew R. Oubre, SVP, Commercial of Gulf Island Fabrication Inc. (GIFI), reported the acquisition of 7,473 common shares on January 16, 2026 and the disposition of 45,170 shares on the same date, both at a stated price of $0.00 per share.

How many GIFI shares did Matthew R. Oubre own after the reported transactions?

After the reported transactions on January 16, 2026, Matthew R. Oubre directly owned 0 shares of Gulf Island Fabrication common stock.

Why were Matthew R. Oubrea0GIFI shares disposed of on January 16, 2026?

The disposition of 45,170 shares on January 16, 2026 was linked to a merger in which IES Merger Sub, LLC merged with Gulf Island Fabrication, and Gulf Island became an indirect wholly owned subsidiary of IES Holdings, Inc.. At the effective time of the merger, each share of Gulf Island common stock converted into the right to receive $12.00 per share in cash.

What consideration did GIFI shareholders receive in the IES merger?

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

Were GIFI performance awards affected by the merger?

Yes. In connection with the merger, outstanding performance awards granted April 1, 2025 were converted to time-based restricted stock units at the target level before being treated under the merger terms.

What is Matthew R. Oubrea0role at Gulf Island Fabrication (GIFI)?

Matthew R. Oubre is identified as SVP, Commercial of Gulf Island Fabrication Inc.