Director at IES Holdings (IESC) receives 69 phantom stock units as retainer

Rhea-AI Filing Summary

IES Holdings director John Louis Fouts received an equity-based compensation award in the form of phantom stock units. On the reported date, he acquired 69 Phantom Stock Units under the IES Holdings, Inc. 2006 Equity Incentive Plan by electing to take part of his board retainer in PSUs instead of cash or common stock.

Each unit is designed to convert into one share of IES common stock when he leaves the board for any reason or upon a change of control, as defined in the plan. Following this grant, Fouts directly holds 8,488 shares or units tied to IES common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fouts John Louis

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	69	$0.00	--

Holdings After Transaction: Common Stock — 8,488 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Phantom Stock Units granted: 69 units Price per unit: $0.0000 per unit Total holdings after transaction: 8,488 shares/units

3 metrics

Phantom Stock Units granted 69 units Grant/award acquisition on 2026-07-01

Price per unit $0.0000 per unit Equity award with no cash paid by director

Total holdings after transaction 8,488 shares/units Direct ownership following the 69-unit PSU grant

Key Terms

Phantom Stock Units, retainer, change of control, 2006 Equity Incentive Plan

4 terms

Phantom Stock Units financial

"Represents Phantom Stock Units ("PSUs") granted pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

retainer financial

"upon Mr. Fouts electing to receive PSUs in lieu of cash or common stock for that portion of his retainer"

change of control financial

"or (ii) upon a change of control as defined in the 2006 Equity Incentive Plan"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

2006 Equity Incentive Plan financial

"granted pursuant to the IES Holdings, Inc. ("IES") 2006 Equity Incentive Plan, as amended and restated"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:18 PM Accepted by SEC EDGAR 07/06/2026 - 05:18 PM Learn about SEC filing dates

FAQ

What did IES Holdings (IESC) director John Louis Fouts report in this Form 4?

John Louis Fouts reported acquiring 69 Phantom Stock Units as part of his director compensation. These units were granted under the IES Holdings 2006 Equity Incentive Plan in lieu of receiving that portion of his retainer in cash or common stock.

How many IES Holdings (IESC) shares or units does John Louis Fouts hold after this transaction?

After the grant of 69 Phantom Stock Units, John Louis Fouts holds a total of 8,488 shares or equivalent units tied to IES common stock. This figure reflects his direct ownership position reported immediately following the recorded compensation transaction.

What are Phantom Stock Units (PSUs) in the context of IES Holdings (IESC)?

For IES Holdings, Phantom Stock Units are equity-based compensation instruments that mirror common stock value. Each PSU converts into one share of IES common stock when a director leaves the board or when a change of control occurs, as defined in the company’s 2006 Equity Incentive Plan.

Why did John Louis Fouts receive Phantom Stock Units instead of cash at IES Holdings (IESC)?

John Louis Fouts elected to receive Phantom Stock Units in lieu of cash or common stock for part of his director retainer. This election channels a portion of his board compensation into equity-linked units under the IES Holdings 2006 Equity Incentive Plan.

When will the Phantom Stock Units granted to John Louis Fouts at IES Holdings (IESC) convert into shares?

Each Phantom Stock Unit granted to John Louis Fouts converts into one share of IES common stock upon his departure from the board for any reason or upon a qualifying change of control, as detailed in the 2006 Equity Incentive Plan.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fouts John Louis

(Last) (First) (Middle)

13131 DAIRY ASHFORD ROAD

SUITE 500

(Street)

SUGAR LAND TEXAS 77478

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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

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

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(1)	07/01/2026		A		69	A	$0	8,488	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. Represents Phantom Stock Units ("PSUs") granted pursuant to the IES Holdings, Inc. ("IES") 2006 Equity Incentive Plan, as amended and restated (the "2006 Equity Incentive Plan") upon Mr. Fouts electing to receive PSUs in lieu of cash or common stock for that portion of his retainer. Each unit converts to one share of IES common stock when either (i) Mr. Fouts leaves the board of directors for any reason, or (ii) upon a change of control as defined in the 2006 Equity Incentive Plan.

Remarks:

	/s/ Mary K. Newman, Attorney-in-Fact	07/06/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)