Director David B. Gendell (IESC) receives 53 Phantom Stock Units grant

Rhea-AI Filing Summary

IES Holdings, Inc. director David B. Gendell reported receiving a grant of 53 Phantom Stock Units under the company’s 2006 Equity Incentive Plan in lieu of part of his board retainer. Each unit converts into one share of common stock when he leaves the board or upon a defined change of control. Following this grant, he holds 70,787 shares directly, with additional indirect holdings of 40,000 shares in a family trust and 6,000 shares in an IRA.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gendell David B.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	53	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 70,787 shares (Direct); Common Stock — 40,000 shares (Indirect, Held in Family Trust)

Footnotes (1)

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Key Figures

Phantom Stock Units granted: 53 units Direct common shares after transaction: 70,787 shares Family trust holdings: 40,000 shares +2 more

5 metrics

Phantom Stock Units granted 53 units Board retainer grant under 2006 Equity Incentive Plan

Direct common shares after transaction 70,787 shares Direct ownership following 53-unit PSU grant

Family trust holdings 40,000 shares Indirect ownership held in family trust

IRA holdings 6,000 shares Indirect ownership held in IRA

Grant price per unit $0.0000 per unit PSUs granted as compensation, no cash paid

Key Terms

Phantom Stock Units, 2006 Equity Incentive Plan, retainer, change of control, +2 more

6 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.

2006 Equity Incentive Plan financial

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

retainer financial

"upon Mr. Gendell electing to receive PSUs in lieu of common stock or cash 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.

family trust financial

"nature_of_ownership": "Held in Family Trust""

IRA financial

"nature_of_ownership": "Held in IRA""

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

Form 4 Insider Transactions: What Each Field Means →

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^*

Gendell David B.

(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)
04/01/2026

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)	04/01/2026		A		53	A	$0	70,787	D
Common Stock								40,000	I	Held in Family Trust
Common Stock								6,000	I	Held in IRA

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. Gendell 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. Gendell 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	04/02/2026
	** 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)

FAQ

What insider transaction did David B. Gendell report for IESC?

David B. Gendell reported receiving a grant of 53 Phantom Stock Units as part of his board retainer. These units were issued under IES Holdings’ 2006 Equity Incentive Plan and carry no cash purchase price, reflecting compensation rather than an open-market share purchase.

How many IES Holdings (IESC) shares does David B. Gendell own after this Form 4?

After the reported grant, David B. Gendell holds 70,787 IES Holdings common shares directly. He also reports indirect ownership of 40,000 shares held in a family trust and 6,000 shares held in an IRA, according to the Form 4 filing details.

What are Phantom Stock Units (PSUs) in the IESC Form 4 filing?

The Phantom Stock Units in this filing are equity-based awards granted instead of common stock or cash for part of Gendell’s retainer. Each PSU converts into one share of IES common stock when he leaves the board or if a defined change of control event occurs under the plan.

Under which plan were the 53 Phantom Stock Units for IES Holdings granted?

The 53 Phantom Stock Units were granted under the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated. This plan governs equity awards to eligible participants, including directors, and specifies conditions such as conversion events and definitions of change of control.

When do David B. Gendell’s IESC Phantom Stock Units convert into common stock?

Each Phantom Stock Unit converts into one IES Holdings common share when David B. Gendell leaves the board of directors for any reason. Conversion also occurs upon a change of control, as that term is defined in the company’s 2006 Equity Incentive Plan documentation.