Gulf Island EVP (GIFI) records merger cash-out of 489,341 shares

Rhea-AI Filing Summary

Gulf Island Fabrication executive Westley S. Stockton, EVP, CFO and Secretary/Treasurer, reported share activity tied to the company’s merger with IES Holdings. On January 16, 2026, performance-based awards granted April 1, 2025 were converted into 23,301 time-based restricted stock units, increasing his direct beneficial holdings.

At the effective time of the merger, all 489,341 shares of Gulf Island common stock he beneficially owned, including shares underlying time-based restricted stock units, were disposed of in the transaction and converted into the right to receive $12.00 per share in cash. Following this cash-out, Stockton reported owning 0 shares of Gulf Island common stock.

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^*

Stockton Westley S.

(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
X	Officer (give title below)		Other (specify below)
	EVP, CFO, Sec/Treas

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)		23,301	A	(1)	489,341	D
Common Stock	01/16/2026		D(2)		489,341	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/ Westley S. Stockton	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

Who is the insider in Gulf Island Fabrication (GIFI)'s latest Form 4?

The Form 4 was filed by Westley S. Stockton, who serves as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Gulf Island Fabrication.

What transactions did Westley Stockton report for GIFI on January 16, 2026?

On January 16, 2026, Stockton reported an acquisition of 23,301 shares of common stock through the conversion of performance awards into time-based restricted stock units, and the disposition of 489,341 shares of common stock in connection with the merger.

How many Gulf Island Fabrication (GIFI) shares did Stockton own after the merger?

After the reported merger-related transactions, Westley Stockton reported owning 0 shares of Gulf Island Fabrication common stock.

What merger affected Westley Stockton’s GIFI share holdings?

His holdings were affected by a merger under a Merger Agreement dated November 7, 2025 among IES Holdings, Inc., IES Merger Sub, LLC, and Gulf Island Fabrication, in which IES Merger Sub merged with Gulf Island, leaving Gulf Island as an indirect wholly owned subsidiary of IES.

What cash consideration did GIFI shareholders receive in the merger?

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.

Why did Stockton acquire 23,301 GIFI shares at zero price?

The 23,301 shares reflect performance awards granted on April 1, 2025 that were converted into time-based restricted stock units at the target level in connection with the merger, which is why the transaction price is shown as $0.00 per share.