IESC Form 4: John Fouts Adds 128 Phantom Stock Units

Rhea-AI Filing Summary

John Louis Fouts, a director of IES Holdings, Inc. (IESC), reported the acquisition of 128 Phantom Stock Units (PSUs) on 10/01/2025. The PSUs were granted under the 2006 Equity Incentive Plan as part of Mr. Fouts' retainer and were recorded at a price of $0. Each PSU converts to one share of IES common stock when Mr. Fouts leaves the board for any reason or upon a change of control as defined in the plan. After the reported transaction, Mr. Fouts beneficially owned 8,181 shares. The Form 4 was signed on 10/03/2025 by Mary K. Newman as attorney-in-fact.

Positive

• 128 PSUs granted to the director, aligning compensation with shareholders
• PSUs convert 1:1 to common shares upon board departure or change of control
• Beneficial ownership updated to 8,181 shares, providing transparency

Negative

• None.

Insights

Corporate Governance Analyst

Director received 128 PSUs aligning compensation with shareholder value.

The report shows 128 Phantom Stock Units granted under the company's 2006 Equity Incentive Plan in lieu of cash or stock retainer on 10/01/2025. These PSUs convert to one share upon departure or a defined change of control, creating a deferred, contingent stake tied to future corporate events.

This structure links the director's compensation to equity outcomes without immediate dilution and is common for non-employee directors; it may modestly increase potential alignment with long-term shareholders.

Insider Transactions Auditor

Form 4 reports a routine, non-cash grant and updated beneficial ownership.

The filing records an acquisition code A of 128 PSUs at a recorded price of $0 and shows total beneficial ownership of 8,181 shares after the grant. The PSUs are non-derivative units that convert to common shares under specified conditions.

The Form 4 was filed and signed via attorney-in-fact on 10/03/2025, consistent with standard insider reporting procedures.

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

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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^*

Fouts John Louis

(Last) (First) (Middle)

13131 DAIRY ASHFORD ROAD

SUITE 500

(Street)

SUGAR LAND TX 77478

(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		128	A	$0	8,181	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	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 IES Holdings director John Louis Fouts report on Form 4 (IESC)?

He reported acquiring 128 Phantom Stock Units (PSUs) on 10/01/2025 under the 2006 Equity Incentive Plan.

How many shares does John Fouts beneficially own after the transaction (IESC)?

The filing shows 8,181 shares beneficially owned following the reported transaction.

When do the PSUs convert to IES common stock?

Each PSU converts to one share when Mr. Fouts leaves the board for any reason or upon a change of control, per the plan.

What was the reported price for the PSUs on the Form 4?

The PSUs were recorded with a price of $0 on the Form 4.

When was the Form 4 filed and who signed it?

The Form 4 was signed on 10/03/2025 by Mary K. Newman, Attorney-in-Fact.