Gulf Island Fabrication (GIFI) CEO stake cashed out at $12 per share

Rhea-AI Filing Summary

Gulf Island Fabrication’s President & CEO and director Richard W. Heo reported merger-related changes in his common stock holdings. On January 16, 2026 he received 44,710 shares of common stock, linked in a footnote to performance awards granted April 1, 2025 that were converted into time-based restricted stock units at the target level. On the same date, his entire holding of 924,010 common shares was disposed of, leaving him with zero shares directly owned. A merger between an IES Holdings, Inc. subsidiary and Gulf Island closed on January 16, 2026, with Gulf Island surviving as an indirect wholly owned subsidiary of IES. At the effective time of 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.

Insights

Equity governance analyst

CEO’s entire Gulf Island stake was cashed out at $12 per share in a completed merger.

The report shows Richard W. Heo, President & CEO and director of Gulf Island Fabrication, fully exiting his common stock position through a completed cash merger with an IES Holdings subsidiary. He first received 44,710 common shares connected to converted performance awards, then all 924,010 directly held shares were disposed, reducing his direct holding to zero.

The footnotes explain that on January 16, 2026, an IES Merger Sub entity merged with Gulf Island under a Merger Agreement dated November 7, 2025, making Gulf Island an indirect wholly owned subsidiary of IES Holdings, Inc. At the effective time, each share of Gulf Island common stock, including shares from time-based restricted stock units, converted into the right to receive $12.00 per share in cash. This filing mainly documents how the merger consideration was applied to the CEO’s equity rather than indicating discretionary trading.

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
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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^*

HEO RICHARD W.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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)		44,710	A	(1)	924,010	D
Common Stock	01/16/2026		D(2)		924,010	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/ Richard W. Heo	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).
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FAQ

What insider activity did Gulf Island Fabrication (GIFI) report in this Form 4?

The Form 4 reports that Richard W. Heo, President & CEO and director of Gulf Island Fabrication, received 44,710 shares of common stock and then disposed of his entire 924,010-share common stock position on January 16, 2026, leaving him with no directly owned shares after the reported transactions.

How many Gulf Island Fabrication (GIFI) shares did the CEO hold before and after the merger transactions?

Following the 44,710-share acquisition entry, the CEO was shown holding 924,010 shares of common stock. A same-day disposition of 924,010 shares reduced his directly owned common stock holdings to zero shares after the merger-related transaction.

What merger is referenced in the Gulf Island Fabrication (GIFI) Form 4 footnotes?

The footnotes describe a Merger Agreement dated November 7, 2025 among IES Holdings, Inc., IES Merger Sub, LLC, and Gulf Island. On January 16, 2026, the IES Merger Sub entity merged with Gulf Island, with Gulf Island surviving as an indirect wholly owned subsidiary of IES.

What cash consideration did Gulf Island Fabrication (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.

How were Gulf Island Fabrication (GIFI) performance awards treated in the merger?

According to the footnotes, in connection with the merger, outstanding performance awards granted on April 1, 2025 were converted into time-based restricted stock units at the target level before being converted into the right to receive cash in the merger.

Was the Gulf Island Fabrication (GIFI) CEO’s share disposition an open-market sale?

The disposition of 924,010 shares is described in the context of a completed cash merger with an IES Holdings subsidiary, where all common shares converted into the right to receive $12.00 per share in cash, rather than as a separate open-market sale.