Gulf Island Fabrication (GIFI) SVP cashes out in IES $12 merger deal

Rhea-AI Filing Summary

Gulf Island Fabrication SVP of Operations James L. Morvant reported stock transactions tied to the company’s merger with IES Holdings. On January 16, 2026, he acquired 7,473 shares of common stock at no cost, reflecting performance awards that were converted into time-based restricted stock units at the target level.

That same day, all 100,949 shares of Gulf Island common stock that he beneficially owned were disposed of in the merger, leaving him with zero shares afterward. In 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.

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^*

Morvant James L.

(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, Operations

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)	100,949	D
Common Stock	01/16/2026		D(2)		100,949	D	(2)	0(2)	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/ James L. Morvant	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 GIFI SVP James L. Morvant report on January 16, 2026?

James L. Morvant, SVP of Operations at Gulf Island Fabrication (GIFI), reported acquiring 7,473 shares of common stock at no cost and disposing of 100,949 shares of common stock on January 16, 2026, leaving him with zero shares beneficially owned after the transactions.

How were James L. Morvant’s performance awards treated in the GIFI merger?

In connection with the merger, outstanding performance awards granted April 1, 2025 were converted into time-based restricted stock units at the target level, which is reflected in the 7,473-share acquisition reported by James L. Morvant.

What happened to GIFI common shares in the IES Holdings merger?

On January 16, 2026, pursuant to the Merger Agreement with IES Holdings, Inc., IES Merger Sub, LLC merged with and into Gulf Island Fabrication, which survived as an indirect wholly owned subsidiary of IES. At the effective time, each share of Gulf Island common stock, including those underlying outstanding time-based restricted stock units, converted into the right to receive $12.00 per share in cash.

How many GIFI shares did James L. Morvant own after the merger transactions?

Following the reported transactions on January 16, 2026, James L. Morvant’s beneficial ownership of Gulf Island Fabrication common stock decreased to 0 shares, as all 100,949 previously held shares were disposed of in the merger.

Who is the reporting person in this GIFI Form 4 filing and what is his role?

The reporting person is James L. Morvant, who is identified as SVP, Operations of Gulf Island Fabrication Inc. (GIFI). The Form 4 is filed as a single reporting person filing.

What consideration did GIFI shareholders receive in the merger with IES Holdings?

At the effective time of the merger with IES Holdings, Inc., holders of Gulf Island Fabrication common stock, including shares underlying outstanding time-based restricted stock units, became entitled to receive $12.00 in cash for each share of common stock.