[Form 4] IES Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Todd M. Cleveland, a director of IES Holdings, Inc. (IESC), reported on Form 4 that on 10/01/2025 he was granted 68 Phantom Stock Units (PSUs) under the company’s 2006 Equity Incentive Plan. Each PSU converts to one share of IES common stock when Mr. Cleveland leaves the board for any reason or upon a change of control as defined in the plan. The filing shows a $0 price for the grant and reports 87,248 shares beneficially owned following the transaction. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, Mary K. Newman, on 10/03/2025. The form indicates it was filed by one reporting person and that Mr. Cleveland elected PSUs in lieu of cash or common stock for that portion of his retainer.

Positive

• Director alignment with shareholders: Mr. Cleveland elected to receive 68 PSUs in lieu of cash or stock for retainer
• Clear conversion terms: Each PSU converts to one share upon board exit or change of control, as specified in the plan
• Transparent reporting: Transaction and resulting beneficial ownership of 87,248 shares are disclosed on Form 4

Negative

• None.

Insights

Corporate Governance Analyst

Director received 68 PSUs, increasing reported beneficial ownership to 87,248 shares.

The Form 4 discloses a grant of 68 Phantom Stock Units on 10/01/2025 with a reported price of $0. The disclosure states these PSUs convert to one share each upon the director leaving the board or upon a change of control as defined in the 2006 Equity Incentive Plan.

This filing documents compensation alignment via equity-linked units rather than cash and confirms the reporting protocol—filed by one reporting person and signed by an attorney-in-fact on 10/03/2025. The disclosure contains no additional compensation amounts, vesting schedule beyond the conversion triggers, or other transactions.

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).

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)
10/01/2025

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

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(1)	10/01/2025		A		68	A	$0	87,248	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. Cleveland electing to receive PSUs in lieu of common stock or cash for that portion of his retainer. Each unit converts to one share of IES common stock when either (i) Mr. Cleveland 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	10/03/2025
	** 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.
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.

FAQ

What did IESC director Todd M. Cleveland report on Form 4?

On 10/01/2025 Mr. Cleveland was granted 68 Phantom Stock Units (PSUs), reported at $0, increasing his beneficial ownership to 87,248 shares.

When do the PSUs convert into IES common stock?

The PSUs convert to one share each when the reporting person leaves the board for any reason or upon a change of control as defined in the 2006 Equity Incentive Plan.

Was this Form 4 filed jointly or by one person?

The filing indicates it was a Form filed by One Reporting Person.

Who signed the Form 4 and when?

The form was signed on behalf of the reporting person by Mary K. Newman, Attorney-in-Fact on 10/03/2025.

Did the Form 4 disclose cash payment instead of stock?

No. The filing states Mr. Cleveland elected to receive PSUs in lieu of common stock or cash for that portion of his retainer.