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Gulf Island Fabrication, Inc. furnished an update on its business by issuing a press release announcing its third quarter 2025 financial results. The company reported these results in a press release dated November 12, 2025, which is attached as Exhibit 99.1 to this report. The information in this update, including the press release, is being furnished rather than filed, meaning it is not automatically subject to certain liability provisions of the federal securities laws unless specifically incorporated into another filing.
Gulf Island Fabrication (GIFI) agreed to be acquired by IES Holdings for $12.00 in cash per share, with Gulf Island surviving as an indirect wholly owned subsidiary of IES. The Board approved the merger and will recommend shareholder approval.
The deal is conditioned on a majority shareholder vote and expiration or termination of the HSR Act waiting period; IES’s obligation is also conditioned on no Company Material Adverse Effect. There is no financing condition. A termination fee of approximately $7.6 million applies in specified circumstances.
IES owns approximately 565,886 shares (about 3.5%) and agreed to vote “FOR” the merger. Certain directors, officers and an affiliated holder owning approximately 20% of the common stock also signed a Voting and Support Agreement to vote in favor. Outstanding time‑based RSUs convert to cash‑settled awards at $12.00 per unit, and performance RSUs convert at target, each retaining original vesting terms.
Gulf Island Fabrication (GIFI) announced it entered into a Merger Agreement with IES Holdings. An IES subsidiary will merge with Gulf Island, and Gulf Island will survive as an indirect wholly owned subsidiary of IES, subject to the terms and conditions of the agreement.
The transaction is conditioned on required approvals and closing steps, including shareholder approval and any necessary regulatory or other approvals. The company plans to file a proxy statement and will hold a special shareholder meeting to vote on the proposed transaction. A joint press release dated November 7, 2025, was furnished as Exhibit 99.1.