IESC Form 4/A: Director Todd Cleveland Disposes of 17,000 Shares

Rhea-AI Filing Summary

IES Holdings insider sales detail: This amended Form 4 reports that Todd M. Cleveland, a director of IES Holdings, sold a total of 17,000 shares of the company's common stock across transactions on August 12–14, 2025. The sales were reported in multiple grouped transactions at weighted average prices ranging from about $345.62 to $356.00 per share. After the reported disposals, Mr. Cleveland is shown as directly holding 87,180 shares of IESC common stock. The filing is an amendment to an earlier Form 4 and is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• None.

Negative

• Director Todd M. Cleveland sold a total of 17,000 shares of IESC common stock on August 12–14, 2025, which is a material insider disposition relative to his remaining holding.
• The filing does not state whether the sales were made under a pre-arranged trading plan (e.g., Rule 10b5-1), leaving no explanatory context in this Form 4/A about the reason for the dispositions.

Insights

Securities Analyst

TL;DR: Director sold a meaningful stake—17,000 shares—reducing direct holdings to 87,180 shares; transactions occurred at mid-$300s.

These sales represent an organized disposition over three days at prices between approximately $345 and $356 per share. For investors, the sale size is notable relative to the director's remaining holding but is not accompanied by any explanatory disclosure in this filing explaining purpose (e.g., diversification, tax, or liquidity needs). The pattern—multiple lots and prices—suggests routine liquidations rather than option exercises or derivative transactions. No derivative positions or offsets are reported, and ownership shown is direct.

Corporate Governance Expert

TL;DR: Material insider selling is documented; absence of stated reason leaves governance context incomplete.

From a governance perspective, the filing documents substantial open-market sales by a director reducing his direct stake to 87,180 shares. The amendment and counsel-signed submission indicate procedural compliance. However, the Form 4 contains no narrative on whether sales were pursuant to a Rule 10b5-1 plan or other pre-arranged plan, which would help interpret intent. The lack of such detail can raise questions for stakeholders seeking context around timing and motive.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cleveland Todd M

(Last) (First) (Middle)

107 W. FRANKLIN ST.

(Street)

ELKHART IN 46515

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IES Holdings, Inc. [ IESC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2025		S		1,600	D	$345.63(1)	102,580	D
Common Stock	08/12/2025		S		1,646	D	$346.6(2)	100,934	D
Common Stock	08/12/2025		S		1,554	D	$347.64(3)	99,380	D
Common Stock	08/12/2025		S		4,803	D	$348.75(4)	94,577	D
Common Stock	08/12/2025		S		397	D	$349.76(5)	94,180	D
Common Stock	08/12/2025		S		48	D	$354.02(6)	94,132	D
Common Stock	08/13/2025		S		1,000	D	$345.62(7)	93,132	D
Common Stock	08/13/2025		S		1,000	D	$347.24(8)	92,132	D
Common Stock	08/13/2025		S		2,900	D	$348.35(9)	89,232	D
Common Stock	08/13/2025		S		96	D	$349.29(10)	89,136	D
Common Stock	08/13/2025		S		1,500	D	$356(11)	87,636	D
Common Stock	08/14/2025		S		300	D	$346.76(12)	87,336	D
Common Stock	08/14/2025		S		156	D	$336.7	87,180	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 12, 2025 Mr. Cleveland sold 1,600 shares of Common Stock at a weighted average price of $345.63 per share. These shares were sold in multiple transactions at prices ranging from $345.02 to $346.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. On August 12, 2025 Mr. Cleveland sold 1,646 shares of Common Stock at a weighted average price of $346.60 per share. These shares were sold in multiple transactions at prices ranging from $346.20 to $347.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. On August 12, 2025 Mr. Cleveland sold 1,554 shares of Common Stock at a weighted average price of $347.64 per share. These shares were sold in multiple transactions at prices ranging from $347.23 to $348.23, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. On August 12, 2025 Mr. Cleveland sold 4.803 shares of Common Stock at a weighted average price of $348.75 per share. These shares were sold in multiple transactions at prices ranging from $348.28 to $349.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. On August 12, 2025 Mr. Cleveland sold 397 shares of Common Stock at a weighted average price of $349.76 per share. These shares were sold in multiple transactions at prices ranging from $349.35 to $350.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. On August 12, 2025 Mr. Cleveland sold 48 shares of Common Stock at a weighted average price of $354.02 per share. These shares were sold in multiple transactions at prices ranging from $354.01 to $354.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. On August 13, 2025 Mr. Cleveland sold 1,000 shares of Common Stock at a weighted average price of $345.62 per share. These shares were sold in multiple transactions at prices ranging from $345.16 to $346.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. On August 13, 2025 Mr. Cleveland sold 1,000 shares of Common Stock at a weighted average price of $347.24 per share. These shares were sold in multiple transactions at prices ranging from $346.50 to $347.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. On August 13, 2025 Mr. Cleveland sold 2,900 shares of Common Stock at a weighted average price of $348.35 per share. These shares were sold in multiple transactions at prices ranging from $348.00 to $348.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. On August 13, 2025 Mr. Cleveland sold 96 shares of Common Stock at a weighted average price of $349.29 per share. These shares were sold in multiple transactions at prices ranging from $349.25 to $349.32, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. On August 13, 2025 Mr. Cleveland sold 1,500 shares of Common Stock at a weighted average price of $356.00 per share. These shares were sold in multiple transactions at prices ranging from $356.00 to $356.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. On August 14, 2025 Mr. Cleveland sold 300 shares of Common Stock at a weighted average price of $346.76 per share. These shares were sold in multiple transactions at prices ranging from $346.70 to $346.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Mary K. Newman, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many IESC shares did director Todd M. Cleveland sell in this Form 4/A?

The filing reports a total of 17,000 shares sold across transactions on August 12–14, 2025.

What were the price ranges for the IESC shares sold by the director?

Sales were executed at weighted average prices in the mid-$300s, with reported weighted averages between about $345.62 and $356.00 per share; individual price ranges per lot are provided in the footnotes.

How many IESC shares does Todd M. Cleveland own after these sales?

Following the reported transactions, the filing shows Mr. Cleveland directly owns 87,180 shares of IESC common stock.

Is there any indication the sales were made under a Rule 10b5-1 trading plan?

The Form 4/A does not disclose that the sales were made under a Rule 10b5-1 plan or provide any explanation of the sales' purpose.

When were the transactions originally reported and when was this amendment filed?

The earliest transaction date in the filing is 08/12/2025, and the Form 4/A shows an amendment date of 08/14/2025.