Welcome to our dedicated page for Gulf Is Fabrication SEC filings (Ticker: GIFI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Gulf Island Fabrication, Inc. (GIFI) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Gulf Island is a Louisiana corporation, identified in its filings under Commission File Number 001-34279, and it uses current reports on Form 8-K and other SEC forms to communicate material events and financial information to investors.
Gulf Island’s Form 8-K filings referenced in the available data include current reports furnished under Item 2.02 for results of operations and financial condition. These 8-Ks attach press releases that present quarterly financial results, including revenue, net income or loss, and non-GAAP measures such as EBITDA, adjusted EBITDA, adjusted revenue and adjusted gross profit, along with reconciliations to the most directly comparable GAAP measures. The filings also describe performance by division, including the Services and Fabrication divisions and the wind down of the former Shipyard division.
Other 8-K filings focus on significant corporate events. In November 2025, Gulf Island filed a Form 8-K under Item 1.01 describing an Agreement and Plan of Merger with IES Holdings, Inc. and a subsidiary of IES. That filing outlines the planned merger structure, the cash consideration for each share of Gulf Island common stock (other than certain excluded shares), conditions to closing, termination rights and certain voting and support arrangements. A related 8-K filed under Item 8.01 discusses the joint press release announcing the merger agreement and includes cautionary statements on forward-looking information.
Additional filings note that Gulf Island’s earnings press releases are furnished, rather than filed, for purposes of Section 18 of the Exchange Act, unless specifically stated otherwise. These documents explain that investors should consider the full context of the company’s SEC reports, including risk factors in its Annual Report on Form 10-K, when evaluating the information.
On Stock Titan, users can review these Gulf Island SEC filings in one place and use AI-powered summaries to understand the key points in lengthy documents. Filings related to quarterly results, non-GAAP metrics, divisional performance, merger agreements and other material events can be examined to see how the company describes its operations, financial condition and the planned acquisition by IES Holdings over time.
Gulf Island Fabrication Inc. is being removed from listing and registration of its common stock on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq filed Form 25, stating it has followed its own rules to strike this class of securities from listing and registration. The company’s common stock is the affected security, and the issuer has complied with Nasdaq’s rules and the requirements of Rule 12d2‑2(c) that govern voluntary withdrawal from listing and registration.
Gulf Island Fabrication director and 10% owner Robert M. Averick reported the conversion of his equity holdings due to the company’s merger with IES Holdings. On January 16, 2026, an IES subsidiary merged with Gulf Island, leaving Gulf Island as an indirect wholly owned subsidiary of IES. At the effective time of the merger, 31,333 shares of common stock and 5,979 restricted stock units held directly by Averick were disposed of, and all shares of the issuer’s common stock, including those underlying outstanding time-based RSUs, converted into the right to receive $12.00 per share in cash. Following these transactions, Averick reported beneficial ownership of zero Gulf Island shares.
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.
Gulf Island Fabrication, Inc. completed its merger with IES Holdings, Inc., making Gulf Island an indirect wholly owned subsidiary of IES. At the January 16, 2026 effective time, each share of common stock outstanding (other than excluded shares) was converted into the right to receive $12.00 in cash per share, and former shareholders ceased to have any rights other than to receive this cash payment.
In connection with closing, the company repaid all obligations under its secured promissory note with Zurich for an aggregate of $17.8 million, and the related mortgage agreement was terminated and released. All outstanding restricted stock units were converted into cash-settled substitute awards based on the same $12.00 per share value.
Following the merger, Gulf Island requested suspension of NASDAQ trading, delisting of its common stock via Form 25, and intends to deregister its shares and suspend Exchange Act reporting. A change of control occurred, its prior board was replaced by IES executives, and new employment agreements for key managers became effective. Shareholders will receive instructions to surrender shares and obtain the cash merger consideration.
Gulf Island Fabrication, Inc. reported that shareholders approved its planned merger with IES Holdings, Inc. at a special meeting held on January 13, 2026. The merger will be completed through a transaction in which an IES subsidiary merges into Gulf Island, leaving Gulf Island as an indirect wholly owned subsidiary of IES.
Shareholder turnout was strong, with 13,112,801 shares represented, about
Gulf Island Fabrication, Inc. received a Schedule 13G reporting that Glazer Capital, LLC and its managing member Paul J. Glazer beneficially own 1,092,815 shares of its common stock, representing 6.83% of the class. The shares are held by certain funds and managed accounts known as the Glazer Funds, including Glazer Capital Enhanced Master Fund, Ltd.
The reporting persons state they have shared power to vote and dispose of these shares and no sole power. They certify that the securities were not acquired and are not held for the purpose of changing or influencing control of the company, indicating a passive investment position.
Gulf Island Fabrication, Inc. has agreed to be acquired by IES Holdings, Inc. for $12.00 in cash per share. In the proposed merger, IES Merger Sub, LLC will merge into Gulf Island, which will survive as an indirect wholly owned subsidiary of IES. Each share of GIFI common stock outstanding immediately before the merger (other than certain excluded shares) will be converted into the right to receive $12.00 in cash, without interest and subject to withholding taxes.
The company’s board of directors unanimously determined that the merger is fair and in the best interests of shareholders and recommends voting “FOR” the merger proposal, the non-binding merger-related compensation proposal, and the adjournment proposal. Approval of the merger requires a majority of all votes entitled to be cast, meaning a majority of outstanding GIFI shares. A failure to vote or an abstention has the same effect as a vote against the merger.
GIFI shareholders do not have appraisal rights under Louisiana law. If completed, the merger will result in GIFI common stock being delisted from Nasdaq and deregistered under the Exchange Act, and Gulf Island will cease to be a public company. If the agreement is terminated in specified circumstances, the company may owe IES a termination fee of approximately $7.6 million.
Gulf Island Fabrication (GIFI) reported Q3 2025 results. Revenue was $51.540 million, up from $37.640 million a year ago, driven by stronger Fabrication and Services activity. Operating income was $1.146 million versus $1.672 million, and net income was $1.559 million versus $2.317 million. Diluted EPS was $0.10 versus $0.14.
For the nine months, revenue was $129.351 million versus $121.783 million, with net income of $4.812 million versus $10.446 million. The balance sheet showed cash and cash equivalents of $23.206 million and short‑term investments of $40.156 million. Total assets were $146.726 million, liabilities $52.422 million, and shareholders’ equity $94.304 million. Shares outstanding were 15,998,611 as of October 31, 2025.
Remaining performance obligations totaled $36.844 million, with about $17.4 million expected in the remainder of 2025, $16.4 million in 2026, and $3.0 million thereafter. The company completed the ENGlobal asset acquisition via a $3.5 million credit bid, recorded $1.5 million related reserve for the Alliance Payment, and incurred $0.6 million integration and transaction costs. Letters of credit outstanding were $1.2 million, surety bonds were $52.7 million, and debt under the Note Agreement was $18.998 million.