Gulf Island Fabrication (NASDAQ: GIFI) taken private at $12 cash

Rhea-AI Filing Summary

Gulf Island Fabrication, Inc. has been acquired through a merger with IES Merger Sub, LLC, an indirect wholly owned subsidiary of IES Holdings, Inc., with Gulf Island surviving as an indirect wholly owned subsidiary of IES. At the effective time of the merger on January 16, 2026, each share of Gulf Island common stock, including time-based restricted stock units, converted into the right to receive $12.00 per share in cash. Following this transaction, the reporting persons, Piton Capital Partners LLC and Robert Averick, report beneficial ownership of 0 shares, or 0% of the common stock, and this amendment is identified as their final "exit" filing. The amendment also notes that Mr. Averick is no longer a director of Gulf Island as of the merger date.

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Filing confirms Gulf Island’s cash sale at $12 and exit of a former large holder.

The amendment shows that Gulf Island Fabrication has completed its merger with an indirect subsidiary of IES Holdings, Inc.. All common shares, including those underlying time-based restricted stock units, were converted into the right to receive $12.00 per share in cash at the effective time of the merger on January 16, 2026.

Piton Capital Partners LLC and Robert Averick now report beneficial ownership of 0 shares, representing 0% of the company, and characterize this amendment as their final exit filing. The change in status to an indirect wholly owned subsidiary of IES means Gulf Island is no longer a standalone public company, and the amendment also records that Mr. Averick is no longer a director as of the merger date.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Gulf Island Fabrication, Inc.

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

402307102

(CUSIP Number)

Garrett Lynam
Kokino LLC, 201 Tresser Boulevard, 3rd Floor
Stamford, CT, 06901
203-595-4552

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 402307102

1

Name of reporting person

Piton Capital Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

*See Item 2 and Item 5 of the Schedule 13D (as defined in the preliminary note to this filing).

SCHEDULE 13D

CUSIP No. 402307102

1

Name of reporting person

Robert Averick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*See Item 2 and Item 5 of the Schedule 13D (as defined in the preliminary note to this filing).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, No Par Value
(b)	Name of Issuer: Gulf Island Fabrication, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2170 BUCKTHORNE PL, SUITE 420, THE WOODLANDS, TEXAS , 77380.
Item 1 Comment: Preliminary Note. Pursuant to Rule 13d-2 under the Act, this Amendment No. 10 to Schedule 13D (this "Amendment No. 10") amends the Schedule 13D filed on March 22, 2018 (the "Original Schedule 13D"), as most recently amended on November 10, 2025 by Amendment No. 9. The Original Schedule 13D (as previously amended) and this Amendment No. 10 are collectively referred to as the "Schedule 13D." Capitalized terms used but not defined in this Amendment No. 10 have the meanings given in the Original Schedule 13D (as amended). Except as specifically amended herein, the Original Schedule 13D remains in full force and effect. This is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended by adding the following sentence at the end thereof. 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. As a result of the Merger, the Reporting Persons no longer beneficially own any Shares as of January 16, 2026 and Mr. Averick is no longer a director of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following sentence at the end thereof. The disclosures under Item 3 relating to the effective time of the Merger are incorporated by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The response to Item 5(a) is hereby amended and restated in its entirety to read as follows: See rows (11) and (13) of the cover pages to this Schedule 13D (which are incorporated herein by reference) for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on January 16, 2026. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	The response to Item 5(b) is hereby amended and restated in its entirety to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D (which are incorporated herein by reference) for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(e)	January 16, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Piton Capital Partners LLC

Signature:	/s/ Garrett Lynam
Name/Title:	Garrett Lynam, as General Counsel of Kokino LLC (as Managing Member of Piton Capital Management LLC, Managing Member of Piton Capital Partners)
Date:	01/20/2026

Robert Averick

Signature:	/s/ Robert Averick
Name/Title:	Robert Averick
Date:	01/20/2026

FAQ

What did Gulf Island Fabrication (GIFI) disclose about its merger in this filing?

The filing states that on January 16, 2026, IES Merger Sub, LLC, an indirect wholly owned subsidiary of IES Holdings, Inc., merged with and into Gulf Island Fabrication, Inc., 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 many Gulf Island Fabrication (GIFI) shares do the reporting persons now own?

Piton Capital Partners LLC and Robert Averick each report beneficial ownership of 0.00 shares, representing 0% of Gulf Island’s common stock as of the close of business on January 16, 2026.

Why is this Schedule 13D/A called an exit filing for Gulf Island Fabrication (GIFI)?

The amendment is described as the final amendment to the prior Schedule 13D and as an "exit filing" because, following the merger and cash-out at $12.00 per share, the reporting persons no longer beneficially own any Gulf Island shares.

What change in board representation occurred at Gulf Island Fabrication (GIFI) with this merger?

The document notes that as a result of the merger on January 16, 2026, Robert Averick is no longer a director of Gulf Island Fabrication, Inc.

Who are the main parties involved in Gulf Island Fabrication’s merger?

The merger was executed under a Merger Agreement among IES Holdings, Inc., IES Merger Sub, LLC (an indirect wholly owned subsidiary of IES), and Gulf Island Fabrication, Inc., with Gulf Island surviving as an indirect wholly owned subsidiary of IES.