IESC 8-K outlines Q4 2025 disclosures and 2026 SSTIP terms

Rhea-AI Filing Summary

IES Holdings, Inc. reported that it issued a press release announcing its results of operations for the fiscal 2025 fourth quarter, with the full financial details provided in the accompanying press release. The company also posted an “IES Holdings Q4 2025 Earnings Presentation” in the Investor Relations section of its website, where it will remain available for at least thirty days.

The Compensation Committee approved a 2026 Supplementary Short Term Incentive Plan for executive officer Mr. Simmes. For fiscal 2026, his cash bonus opportunity is tied to the company’s Adjusted Income, defined as comprehensive income before provision for income taxes and excluding employee stock compensation expense. He is eligible to receive 1.0% of the amount by which Adjusted Income exceeds 85% of the 2026 target Adjusted Income, plus an additional 1.0% of the amount by which Adjusted Income exceeds 100.0% of that target, subject to a maximum payout of $5,000,000.

Insights

Equity Compensation & Governance Analyst

Routine 8-K combining earnings disclosure logistics with a capped bonus plan.

IES Holdings used this report to outline how it is communicating fiscal 2025 fourth-quarter results and to describe a new bonus structure for Mr. Simmes for fiscal 2026. The actual revenue or profit figures are contained in a separate press release and investor presentation referenced here rather than detailed in the text.

The Supplementary Short Term Incentive Plan links Mr. Simmes’s 2026 cash bonus to Adjusted Income, defined as comprehensive income before income taxes and excluding employee stock compensation expense. He earns 1.0% of the amount by which Adjusted Income exceeds 85% of the 2026 target, and another 1.0% of the amount above 100.0% of the target, up to a maximum of $5,000,000.

This structure ties a meaningful, but capped, cash incentive directly to profitability measures for fiscal year 2026. The actual economic effect will depend on how Adjusted Income compares to the company’s 2026 target, which will be reflected in future financial results and related disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):						November 21, 2025

IES Holdings, Inc.

Delaware			001-13783			76-0542208
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. Employer Identification No.)

13131 Dairy Ashford Rd, Suite 500, Sugar Land, Texas 77478

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 860-1500

 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

Common Stock, par value $0.01 per share

IESC

NASDAQ Global Market

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 growth company ☐

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 2.02     Results of Operations and Financial Condition.

On November 21, 2025, IES Holdings, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal 2025 fourth quarter. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Compensation

Supplementary Short Term Incentive Plan

In addition, on November 20, 2025, the Compensation Committee approved a Supplementary Short Term Incentive Plan (“SSTIP”) award for Mr. Simmes for fiscal year 2026. Under the SSTIP, Mr. Simmes is eligible for a cash bonus opportunity based on the Company’s comprehensive income before provision for income taxes and excluding employee stock compensation expense (“Adjusted Income”). Mr. Simmes will receive a cash bonus equal to 1.0% of the amount, if any, by which the Company’s Adjusted Income for fiscal year 2026 exceeds 85% of the Company’s target Adjusted Income for fiscal year 2026, and he will receive an additional cash bonus equal to 1% of the amount, if any, by which the Company’s Adjusted Income for fiscal year 2026 exceeds 100.0% of the Company’s target Adjusted Income for fiscal year 2026. The maximum payout to Mr. Simmes under the SSTIP for fiscal year 2026 is $5,000,000.

A copy of the SSTIP is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the SSTIP does not purport to be a complete description and is qualified in its entirety by reference to Exhibit 10.1.

Item 7.01    Regulation FD Disclosure.

On November 21, 2025, the Company posted to its website, www.ies-co.com, under the Investor Relations section, a presentation with the title “IES Holdings Q4 2025 Earnings Presentation.” The presentation will remain on the Company’s website for a period of at least thirty days.

The information set forth herein is furnished pursuant to Item 7.01–Regulation FD Disclosure and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section nor shall the information be deemed incorporated by reference in any filing of the Company.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number			Description
10.1 —			IES Holdings, Inc. 2026 Supplementary Short Term Incentive Plan.
99.1 —			Press release dated November 21, 2025
104 —			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:			November 21, 2025			/s/ Mary K. Newman
						Mary K. Newman
						General Counsel and Corporate Secretary

FAQ

What did IES Holdings (IESC) announce in this Form 8-K?

IES Holdings announced that it issued a press release with its fiscal 2025 fourth-quarter results and posted an “IES Holdings Q4 2025 Earnings Presentation” on its website under Investor Relations.

Where can investors find IES Holdings Q4 2025 financial details?

The detailed Q4 2025 financial results are in the press release furnished as Exhibit 99.1 and in the “IES Holdings Q4 2025 Earnings Presentation” available on the companys Investor Relations website for at least thirty days.

What is the 2026 Supplementary Short Term Incentive Plan for Mr. Simmes at IES Holdings?

The 2026 Supplementary Short Term Incentive Plan (SSTIP) provides Mr. Simmes a cash bonus opportunity based on the companys Adjusted Income for fiscal 2026, with payouts calculated as percentages of amounts above 85% and above 100.0% of the 2026 target Adjusted Income.

How is Adjusted Income defined for the IES Holdings 2026 SSTIP?

For the 2026 SSTIP, Adjusted Income is defined as the companys comprehensive income before provision for income taxes and excluding employee stock compensation expense.

What is the maximum cash payout Mr. Simmes can receive under the 2026 SSTIP?

Under the 2026 SSTIP, the maximum payout to Mr. Simmes for fiscal year 2026 is $5,000,000.

Is the IES Holdings Q4 2025 earnings information considered filed with the SEC?

The Q4 2025 presentation and related information furnished under Item 7.01 Regulation FD Disclosure are not deemed filed for purposes of Section 18 of the Exchange Act and are not automatically incorporated by reference into other company filings.