Merger cashes out Gulf Island (GIFI) director’s holdings at $12 agreement

Rhea-AI Filing Summary

Gulf Island Fabrication, Inc. director Michael J. Keeffe reported the cash-out of his equity holdings in connection with a merger. On January 16, 2026, an IES Holdings, Inc. subsidiary merged with Gulf Island, leaving Gulf Island 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 outstanding time-based restricted stock units, converted into the right to receive $12.00 per share in cash. Keeffe reported the disposition of 36,422 shares of common stock and 5,979 restricted stock units, all held directly, with his reported beneficial ownership of both common stock and derivative securities decreasing to zero after the transaction.

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^*

Keeffe Michael J

(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
	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)		36,422	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
Restricted Stock Units	(1)	01/16/2026		D			5,979	(1)	(1)	Common Stock	5,979	(1)	0	D

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.

Remarks:

	/s/ Michael J. Keeffe	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 GIFI director Michael J. Keeffe report?

Director Michael J. Keeffe reported the disposition of 36,422 shares of common stock and 5,979 restricted stock units of Gulf Island Fabrication, Inc. (GIFI) on January 16, 2026, in connection with a merger.

Why were Michael J. Keeffe’s GIFI shares and RSUs disposed of?

The disposition occurred when an IES Holdings, Inc. subsidiary merged with Gulf Island Fabrication, Inc., and at the effective time of the merger, each share of Gulf Island common stock and shares underlying time-based restricted stock units converted into the right to receive $12.00 per share in cash.

What price per share did GIFI equity convert into in the merger?

At the effective time of the merger, shares 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 many GIFI common shares did Michael J. Keeffe report after the merger?

Following the reported transactions on January 16, 2026, Michael J. Keeffe reported beneficial ownership of 0 shares of common stock of Gulf Island Fabrication, Inc..

What happened to Michael J. Keeffe’s GIFI restricted stock units in the merger?

Michael J. Keeffe reported that 5,979 restricted stock units relating to Gulf Island common stock were disposed of on January 16, 2026, as they were treated as shares whose underlying common stock converted into the right to receive $12.00 per share in cash.

What corporate change affected GIFI in connection with this insider filing?

An indirect wholly owned subsidiary of IES Holdings, Inc. merged with Gulf Island Fabrication, Inc., with Gulf Island surviving as an indirect wholly owned subsidiary of IES after the merger.