IES Holdings to acquire DBM Global for about $685M
DBM Global generated approximately $1.3 billion in revenue for the twelve months ended March 31, 2026, and is expected to become IES’s new Structural line of business.
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Rhea-AI Filing Summary
IES Holdings, Inc. (IESC) agreed to acquire DBM Global, Inc., first purchasing INNOVATE Corp.’s approximately 91.2% interest and then acquiring the remaining minority interests through a short-form merger. The agreement sets a $650 million base purchase price, subject to customary adjustments; the press release describes total consideration payable of approximately $685 million, comprising approximately $545 million in cash and approximately $140 million in IES common stock. The cash includes a $35 million payment to INNOVATE related to its estimated cost of participating in a joint tax election.
IES will issue 215,487 common shares to Seller as stock consideration. Of the seller cash consideration, $5 million will be withheld at closing and paid after finalization of the post-Closing purchase price adjustment. DBM Global generated approximately $1.3 billion in revenue for the twelve months ended March 31, 2026, and is expected to operate as IES’s new Structural line of business. IES expects closing in the quarter ending December 31, 2026, subject to closing conditions; the agreement has no financing condition.
Filing Explained
Seller's IES shares are locked up until sixty days after closing or resale-registration effectiveness, whichever comes first; IES may waive or shorten the period.
The acquisition remains pending; if it closes, the stock consideration would increase IES's share count and reduce existing holders' percentage ownership absent offsets, while DBM phantom awards would vest and convert into rights to receive merger consideration.
The seller's stock consideration is to be issued at closing through a private placement; its lock-up starts then and ends after 60 days or when a resale-registration statement becomes effective, whichever comes first, though IES may waive or shorten it.
IES also agreed to use commercially reasonable efforts to file a resale shelf promptly after its
8-K Event Classification
Key Figures
Key Terms
short form merger technical
post-Closing purchase price adjustment mechanism financial
piggyback registration rights regulatory
Section 338(h)(10) financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported):
(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Transaction Agreement
On August 7, 2026, IES Holdings, Inc, a Delaware corporation (“IES”), entered into a Transaction Agreement (the “Agreement”) with IES Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of IES (“Merger Sub”), Innovate Corp., a Delaware corporation (“Parent”) and DBM Global Intermediate Holdco Inc., a Delaware corporation (“Intermediate” and together with Parent, “Seller”). The Agreement provides that, among other things and on the terms and subject to the conditions of the Agreement, (a) Seller will sell to Merger Sub, and Merger Sub will purchase from Seller, approximately 92% of the issued and outstanding shares of common stock (the “Transferred Shares”) of DBM Global, Inc., a Delaware corporation (the “Target”), in exchange for the Stock Consideration and Seller Cash Consideration (each as defined in the Agreement) (the “Acquisition”), and (b) immediately following the Acquisition, Merger Sub will merge with and into the Target pursuant to Section 253 of the Delaware General Corporation Law, with the Target surviving as a wholly owned subsidiary of IES (the “Merger,” and together with the Acquisition, the “Transactions”). The closing of the Transactions is referred to as the “Closing,” and the date on which the Closing occurs is referred to herein as the “Closing Date.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
The Board of Directors of IES, the Board of Directors of Parent (“Parent Board”), and the holders of the majority of the voting power of the outstanding shares of capital stock of the Parent have approved the Agreement and the Transactions.
Consideration
The base purchase price for the Transactions is $650,000,000, subject to customary purchase price adjustments.
As consideration for the Transferred Shares, Seller will receive at the Closing: (a) 215,487 shares of IES’s common stock, par value $0.01 per share (“Buyer Common Stock”), equal to $140,000,000 divided by $649.69 (the “Buyer Common Stock Price”), rounded down to the nearest whole share (the “Stock Consideration”); plus (b) a cash payment equal to Seller’s pro rata share of the Purchase Price minus $140,000,000, minus the Intercompany Tax Balance Amount, subject to the post-Closing purchase price adjustment mechanism (the “Seller Cash Consideration”). The Stock Consideration shares are subject to a lock-up period commencing on the Closing Date and ending on the date that is the earlier of (a) 60 days after the Closing Date and (b) the date that a resale registration statement relating to the Stock Consideration shares is declared effective; provided that IES may waive or shorten this period in its sole discretion.
A portion of the Seller Cash Consideration equal to $5,000,000 (the “Holdback Amount”) will be withheld at Closing and paid to Seller following the finalization of the post-Closing purchase price adjustment.
Holders of the Target’s common stock other than Seller will receive only cash consideration (a pro rata share of the estimated Purchase Price) in connection with the Transactions, funded through an exchange fund administered by the Exchange Agent (the “Merger Consideration”).
Registration Rights
Pursuant to the Agreement, IES will use its commercially reasonable efforts to file a shelf registration statement covering the resale by Seller of the Buyer Common Stock promptly after the date on which it files its Annual Report on Form 10-K in respect of its fiscal year ended September 30, 2026 or otherwise as promptly as practicable following the Closing, subject to certain exceptions, pursuant to Rule 415 of the Securities Act of 1933, as amended (“Securities Act”). IES also agreed to use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the earlier of the date that all registrable securities covered by such registration statement until the Stock Consideration shares cease to constitute registrable securities under the Agreement. In addition, following expiration of the lock-up period described above, Seller will have customary piggyback registration rights entitling it to include Stock Consideration shares in future underwritten offerings of Buyer Common Stock initiated by IES for its own account, subject to customary cutback provisions and other limitations.
Treatment of the Target Phantom Stock Awards
At the effective time of the Merger (the “ Effective Time”), by virtue of the Merger, each award under the Target Phantom Stock Plan outstanding immediately prior to the Effective Time will accelerate and vest and be converted into a right to receive the Merger Consideration in accordance with the terms of the applicable award agreement (the “Phantom Stock Award Consideration”). IES shall, or shall cause the Acquired Companies to, deliver the Phantom Stock Award Consideration at or reasonably promptly after the Effective Time (but in no event later than the first regular payroll date occurring after the Effective Time), without interest and less any required withholding Taxes.
Conditions to the Transactions
The completion of the Transactions is subject to the satisfaction or waiver of certain customary mutual closing conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “HSR Act”) and other regulatory approvals under applicable laws, the absence of any order or injunction by a governmental entity preventing consummation of the Transactions, and the Parent Information Statement having been cleared by the SEC. The obligation of IES to consummate the Transactions is also conditioned on no Material Adverse Effect having occurred since the execution of the Agreement. The consummation of the Transactions is not subject to any financing condition.
Termination
The Agreement contains termination rights for each of IES and Seller (1) if the consummation of the Transactions does not occur on or before February 7, 2027 (the “Outside Date”), which such date is subject to automatic extensions if regulatory conditions remain unsatisfied, (2) if the other party breaches its representations or warranties or fails to comply with its covenants or perform its other obligations contained in the Agreement and such party does not timely cure, and (3) if an injunction has been issued and becomes final or law has been passed permanently enjoining or preventing the consummation of the transactions contemplated by the Agreement. IES and Seller may also terminate the Agreement by mutual written consent. The Agreement does not provide for any termination fee payable by either party.
Other Terms of the Agreement
The Agreement contains customary representations and warranties of IES, Seller, and Merger Sub, in each case generally subject to materiality qualifiers. Additionally, the Agreement provides for customary pre-Closing covenants of IES, Seller, and Merger Sub, including covenants relating to Target conducting its and its subsidiaries’ business in the ordinary course, preserving its business organizations substantially intact, preserving existing relations with key business partners substantially intact and refraining from taking certain actions without IES’s consent, subject to certain exceptions.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Agreement and the above description have been included to provide investors and shareholders with information regarding its terms. They are not intended to provide any other factual information about Seller, IES or the other parties thereto. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement as of the specific dates therein, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Parent’s or IES’s public disclosures. Accordingly, the Agreement should not be read alone, but should instead be read in conjunction with the other information regarding IES, Seller, and Merger Sub and the transactions contemplated by the Agreement that will be contained in or attached as annexes to the information statement that Parent will file in connection with the transactions contemplated by the Agreement, as well as in other filings that Parent or IES make with the U.S. Securities and Exchange Commission (the “SEC”).
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the terms of the Agreement, at the Closing, IES will issue shares of Buyer Common Stock comprising the Stock Consideration to Seller. The Stock Consideration will be issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On August 10, 2026, IES and Parent issued a joint press release (the “Press Release”) announcing the entry into the Agreement. A copy of the Press Release is furnished hereto as Exhibit 99.1.
Neither the information reported herein nor in the Press Release shall be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section unless IES specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Cautionary Statement on Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to the consummation of the Transactions and the realization of the anticipated benefits of the Transactions. The words “anticipates,” “may,” “can,” “plans,” “expects,” “expected,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “proposed,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.
We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement; the failure to obtain, delays in obtaining, or adverse conditions contained in any required regulatory or other approvals for consummation of the Transactions or the failure to satisfy other conditions to completion of the Transactions; the failure of the Transactions to close for any other reason, including due to a Material Adverse Effect; risks related to disruption of management’s attention from the Target’s ongoing business operations due to the Transactions; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against IES, the Target, or others relating to the Agreement, the Transactions or otherwise; the risk that the pendency of the Transactions disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Transactions; the effect of the announcement of the Transactions on IES’s and the Target’s relationships with their contractual counterparties, including customers, operating results and business generally; the amount of the costs, fees, expenses and charges related to the Transactions; and other factors described under the heading “Risk Factors” in Part I, Item 1A of each of IES’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2025, as updated by subsequent filings with the SEC.
Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made, which we cannot control. Further, we may make changes to our plans that could affect our results. We caution investors that we undertake no obligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in our assumptions, changes in plans, actual experience or other changes.
Additional Information and Where to Find It
In connection with the Transactions, Parent intends to file an information statement with the SEC, and other documents regarding the Transactions with the SEC. YOU ARE URGED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS. You may obtain a free copy of these materials (when they are available) and other documents filed by Parent with the SEC at the SEC’s website at www.sec.gov, at the investor relations section of Parent’s website located at https://www.innovate-ir.com.
No Offer or Solicitation
This report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions. This report shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 2.1†- | Transaction Agreement, dated as of August 7, 2026, by and among IES Holdings, Inc., IES Merger Sub, Inc., Innovate Corp. and DBM Global Intermediate Holdco Inc. | |
| 99.1*- | Press Release, dated August 10, 2026, announcing entry into the Transaction Agreement. | |
| 104 - | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished with this Current Report.
† Certain exhibits, schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IES HOLDINGS, INC. | ||
| Date: August 11, 2026 | By: | /s/ Mary K. Newman |
| Name: | Mary K. Newman | |
| Title: | Senior Vice President, Chief Administrative Officer and General Counsel | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
IES Holdings to Acquire DBM Global
Transaction Establishes New Structural Line of Business, Adding One of the Largest Independent Structural Steel Fabrication and Erection Platforms in the U.S.
HOUSTON — August 10, 2026 — IES Holdings, Inc. (“IES”) (NASDAQ: IESC) today announced that it has entered into a definitive agreement to acquire DBM Global Inc. (“DBM Global”), a vertically integrated structural steel fabrication, erection and industrial services platform, from INNOVATE Corp. (“INNOVATE”) (NYSE: VATE) (the “Transaction”). The consideration for DBM Global, including minority interests, is approximately $650 million, comprised of cash and shares of IES common stock. IES expects to fund the cash portion of the consideration through a combination of cash on hand and borrowings under an expanded credit facility being arranged by Wells Fargo. DBM Global generated revenue of approximately $1.3 billion for the twelve months ended March 31, 2026.
DBM Global, headquartered in Phoenix, Arizona, employs approximately 3,400 people and operates through a family of established brands, including Schuff Steel, Banker Steel, GrayWolf, DBM Vircon and Aitken, providing engineering, fabrication, erection and industrial construction services across commercial, industrial, data center, stadium and infrastructure end markets. DBM Global’s platform includes over 2 million square feet of fabrication and operating facilities across the United States and has provided structural steel and erection services to many of the country’s most recognizable projects.
Upon closing of the Transaction, DBM Global will operate as a new Structural line of business for IES, further diversifying IES’s operations alongside its existing Communications, Residential, Infrastructure Solutions, and Commercial & Industrial segments.
The Transaction is expected to close in the quarter ending December 31, 2026, subject to customary closing conditions, including regulatory approvals and other conditions set forth in the definitive agreement, with the final consideration subject to customary net working capital and other true-up adjustments.
Strategic Rationale
| ● | Scaled national platform: DBM Global is one of the largest independent structural steel fabrication and erection platforms in the U.S., with a coast-to-coast network of fabrication facilities | |
| ● | Expanded capabilities and capacity: Adds significant engineering, fabrication, erection and industrial services capabilities and capacity in strategic locations | |
| ● | Attractive long-term demand drivers: Positions IES to capitalize on demand across data centers, industrial reshoring, infrastructure investment, stadiums and arenas, and marquee commercial developments | |
| ● | Experienced team and scalable systems: Brings an experienced management team and skilled craft workforce, supported by public-company-grade systems, processes and controls that enable disciplined execution and scalable growth |
“We’re excited to welcome DBM Global’s talented team to the IES family,” said Matt Simmes, President and Chief Executive Officer of IES. “This acquisition meaningfully broadens our product and service offerings and brings together highly complementary capabilities and teams. We look forward to investing in DBM Global’s people, facilities and equipment to enhance its operating capabilities and support the continued growth of its businesses and product lines as part of IES.”
“DBM Global represents an attractive opportunity to acquire a premier business with leading market positions, durable demand drivers and strong cash flow generation,” said Jeff Gendell, Executive Chairman of IES. “We believe DBM Global will be an excellent addition to IES’s portfolio of businesses. We have also structured the transaction to maintain the strength and flexibility of our balance sheet, with the expectation that cash flow generated by IES and DBM Global will allow us to repay acquisition-related debt rapidly while preserving capacity to pursue additional acquisitions and investments.”
“We see significant opportunity to leverage IES’s balance sheet strength to accelerate investment in our operations and to work alongside IES’s other operating segments to deliver a broader range of services to our customers, many of whom we have served for decades,” said Rustin Roach, President and Chief Executive Officer of DBM Global. “Together, we can build on the proud history of our businesses and the strength of our teams to create new opportunities for our employees and deliver even greater value to our customers.”
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Pursuant to the definitive agreement, IES will first acquire INNOVATE’s approximately 91.2% interest in DBM Global. Immediately following that closing, IES will acquire the remaining minority interests in DBM Global via a short form merger. Total consideration payable is approximately $685 million, comprised of approximately $545 million in cash and approximately $140 million in shares of IES common stock, with the cash consideration including a $35 million payment to INNOVATE in respect of the estimated cost to INNOVATE to participate in a joint election under Section 338(h)(10) of the Internal Revenue Code.
About IES Holdings, Inc.
IES designs and installs integrated electrical and technology systems and provides infrastructure solutions and services to a variety of end markets, including data centers, residential housing, and commercial and industrial facilities. Our more than 11,000 employees serve clients in the United States. For more information about IES, please visit www.ies-co.com.
About DBM Global Inc.
DBM Global is one of the largest independent structural steel fabrication and erection platforms in the United States, delivering vertically integrated engineering, fabrication, erection, industrial services and modular solutions for large-scale commercial, industrial, infrastructure and mission-critical projects. Operating through established brands including Schuff Steel, Banker Steel, GrayWolf, DBM Vircon and Aitken, DBM Global is headquartered in Phoenix, Arizona. For more information, please visit www.dbmglobal.com.
About INNOVATE Corp.
INNOVATE Corp. (NYSE: VATE) is a diversified holding company with subsidiaries in the infrastructure, spectrum and life sciences sectors. For more information, please visit www.innovatecorp.com.
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Company Contact:
Tracy McLauchlin
Chief Financial Officer
IES Holdings, Inc.
(713) 860-1500
Investor Relations Contact:
Robert Winters
Alpha IR Group
(312) 445-2870
IESC@alpha-ir.com
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Certain statements in this release may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, all of which are based upon various estimates and assumptions that IES believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause IES’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to, a general reduction in the demand for our products or services; changes in general economic conditions, including supply chain constraints, high rates of inflation, changes in consumer sentiment, elevated interest rates, and market disruptions resulting from a number of factors, including geo-political events; competition in the industries in which we operate, which could result in the loss of one or more customers or lead to lower margins on new projects; the use of estimates in placing bids on fixed price contracts, variations from estimated contract costs and our ability to successfully manage and execute projects, the cost and availability of qualified labor and the ability to maintain positive labor relations, and our ability to pass along increases in the cost of commodities used in our business; our ability to enter into, and the terms of, future contracts; the existence of a small number of customers from whom we derive a meaningful portion of our revenues; reliance on third parties, including subcontractors and suppliers, to complete our projects; the inability to carry out plans and strategies as expected, including the inability to identify and complete acquisitions that meet our investment criteria, or the subsequent underperformance of those acquisitions; challenges integrating new businesses into IES or new types of work, products or processes into our segments; backlog that may not be realized or may not result in profits; failure to adequately recover on contract change orders or claims against customers; closures or sales of our facilities resulting in significant future charges or a significant disruption of our operations; the impact of future epidemics or pandemics on our business; an increased cost of surety bonds affecting margins on work and the potential for our surety providers to refuse bonding or require additional collateral at their discretion; the impact of seasonality, adverse weather conditions, and climate change; fluctuations in operating activity due to factors such as cyclicality, downturns in levels of construction or the housing market, and differing regional economic conditions; difficulties in managing our billings and collections; accidents resulting from the physical hazards associated with our work and the potential for accidents; the possibility that our current insurance coverage may not be adequate or that we may not be able to obtain policies at acceptable rates; the effect of litigation, claims and contingencies, including warranty losses, damages or other latent defect claims in excess of our existing reserves and accruals; costs and liabilities under existing or potential future laws and regulations, including those laws and regulations related to the environment and climate change, as well as the inability to transfer, renew and obtain electrical and other professional licenses; interruptions to our information systems and cyber security or data breaches; expenditures to conduct environmental remediation activities required by certain environmental laws and regulations; loss of key personnel, ineffective transition of new management, or general labor constraints; credit and capital market conditions, including changes in interest rates that affect the cost of construction financing and mortgages, and the inability of some of our customers to obtain sufficient financing at acceptable rates, which could lead to project delays or cancellations; limitations on our ability to access capital markets and generate cash from operations to fund our capital needs; the impact on our effective tax rate or cash paid for taxes from changes in tax positions we have taken or changes in tax laws; difficulty in fulfilling the covenant terms of our revolving credit facility, which could result in a default and acceleration of any indebtedness under such revolving credit facility; reliance on certain estimates and assumptions that may differ from actual results in the preparation of our financial statements and the impacts of new accounting, control and operating procedures resulting from new accounting pronouncements; uncertainties inherent in the use of percentage-of-completion accounting, which could result in the reduction or elimination of previously recorded revenues and profits; the recognition of potential goodwill, long-lived assets and other investment impairments; the existence of a controlling shareholder, who has the ability to take action not aligned with other shareholders or to dispose of all or a significant portion of the shares of our common stock it holds, which may trigger certain change of control provisions in a number of our material agreements; the relatively low trading volume of our common stock, which could increase the volatility of our stock price and could make it more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares; the possibility that we issue additional shares of common stock, preferred stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the value per share of our common stock; the potential for substantial sales of our common stock, which could adversely affect our stock price; the impact of increasing scrutiny and changing expectations from investors and customers, or new or changing regulations, with respect to climate change or environmental impacts of our operations; the cost or effort required for our shareholders to bring certain claims or actions against us, as a result of our designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings; and the possibility that our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur, as well as other risk factors discussed in this document, in IES’s annual report on Form 10-K for the year ended September 30, 2025 and in IES’s other reports on file with the SEC. You should understand that such risk factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. IES undertakes no obligation to publicly update or revise any information or any forward-looking statements to reflect events or circumstances that may arise after the date of this release.
Forward-looking statements are provided in this press release pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties, and risks described herein.
General information about IES Holdings, Inc. can be found at http://www.ies-co.com under “Investor Relations.” IES’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through IES’s website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
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