Gulf Island Fabrication (GIFI) insider logs $12 per share merger exit

Rhea-AI Filing Summary

Piton Capital Partners LLC, a 10% owner of Gulf Island Fabrication Inc., reported the disposition of 1,811,894 shares of common stock on January 16, 2026. After this transaction, Piton Capital Partners LLC reported beneficial ownership of zero shares.

The filing explains that this change resulted from a merger under a Merger Agreement dated November 7, 2025, among IES Holdings, Inc., IES Merger Sub, LLC, and Gulf Island Fabrication. IES Merger Sub, LLC merged with and into Gulf Island Fabrication, which survived as an indirect wholly owned subsidiary of IES Holdings. At the effective time of the merger, each share of Gulf Island common stock, including shares underlying outstanding 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PITON CAPITAL PARTNERS LLC

(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)

	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)		1,811,894	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

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/ Garrett Lynam, General Counsel of Kokino LLC, managing member of Piton Capital Management LLC, managing member of Piton Capital Partners LLC	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 Piton Capital Partners LLC report for GIFI?

Piton Capital Partners LLC reported the disposition of 1,811,894 shares of Gulf Island Fabrication common stock on January 16, 2026, resulting in beneficial ownership of zero shares.

Why were Piton Capital Partners LLC’s Gulf Island Fabrication (GIFI) shares disposed of?

The shares were disposed of in connection with a merger in which IES Merger Sub, LLC merged with and into Gulf Island Fabrication, and Gulf Island became an indirect wholly owned subsidiary of IES Holdings, Inc..

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

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

How many Gulf Island Fabrication (GIFI) shares did Piton Capital Partners LLC hold after the reported transaction?

Following the reported transaction, Piton Capital Partners LLC reported 0 shares of Gulf Island Fabrication common stock beneficially owned.

What is Piton Capital Partners LLC’s relationship to Gulf Island Fabrication (GIFI)?

Piton Capital Partners LLC was reported as a 10% owner of Gulf Island Fabrication Inc. prior to the merger-related disposition of its shares.

Who acquired Gulf Island Fabrication in the merger tied to this Form 4?

IES Holdings, Inc. became the indirect owner of Gulf Island Fabrication after its subsidiary, IES Merger Sub, LLC, merged with and into Gulf Island, which survived as an indirect wholly owned subsidiary of IES.