Director John Louis Fouts receives 107 PSUs in IES Holdings (IESC) equity retainer

Rhea-AI Filing Summary

IES Holdings, Inc. director John Louis Fouts received a grant of 107 shares of Common Stock reported as Phantom Stock Units under the company’s 2006 Equity Incentive Plan. Following this award, he holds 8,419 shares directly. Each unit converts into one share when he leaves the board or upon a qualifying change of control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fouts John Louis

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	107	$0.00	--

Holdings After Transaction: Common Stock — 8,419 shares (Direct)

Footnotes (1)

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Key Figures

Shares granted: 107 shares Transaction price: $0.00 per share Shares held after: 8,419 shares +2 more

5 metrics

Shares granted 107 shares Phantom Stock Units grant reported on Common Stock

Transaction price $0.00 per share Grant/award acquisition under equity plan

Shares held after 8,419 shares Total direct Common Stock holdings after grant

Transaction date 2026-04-01 Effective date of Phantom Stock Unit grant

Transaction code A Grant, award, or other acquisition of Common Stock

Key Terms

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

4 terms

Phantom Stock Units financial

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

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.

retainer financial

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

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^*

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)
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		107	A	$0	8,419	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	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 IES Holdings (IESC) director John Louis Fouts report?

John Louis Fouts reported receiving 107 shares of Common Stock as a grant recorded as Phantom Stock Units. The award came at a price of $0.00 per share and was part of his board retainer under IES Holdings’ 2006 Equity Incentive Plan.

How many IES Holdings (IESC) shares does John Louis Fouts hold after this Form 4?

After the reported grant, John Louis Fouts holds 8,419 shares of IES Holdings Common Stock directly. This figure includes the newly granted 107 Phantom Stock Units that are structured to convert into common shares upon certain future events defined in the equity plan.

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

The Phantom Stock Units represent stock-based awards granted instead of cash or common stock for part of Mr. Fouts’ retainer. Each unit is designed to convert into one share of IES common stock when he leaves the board of directors or upon a qualifying change of control under the equity plan.

Under what conditions do John Louis Fouts’ IES Holdings PSUs convert to common stock?

Each Phantom Stock Unit converts into one share of IES Holdings common stock when Mr. Fouts leaves the board of directors for any reason, or upon a change of control as defined in the IES Holdings 2006 Equity Incentive Plan, as amended and restated.

Was cash paid for the IES Holdings (IESC) shares granted to John Louis Fouts?

No cash was paid for these shares; the transaction price per share is reported as $0.00. The 107 Phantom Stock Units were granted as part of Mr. Fouts’ retainer compensation, reflecting an equity-based award instead of cash or immediate common stock.