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

Rhea-AI Filing Summary

IES Holdings, Inc. (IESC)November 21, 2025, 8,857 performance-based PSUs granted on December 6, 2022 under the company’s 2006 Equity Incentive Plan vested after the company determined that the required financial performance and service conditions tied to the fiscal year ended September 30, 2025 had been met. Each PSU converted into one share of common stock at a reference price of $371.19 per share. To cover associated tax obligations from this vesting, 4,937 shares of common stock were withheld, also at $371.19 per share. After these transactions, the reporting officer beneficially owned 70,097 shares of IES Holdings common stock, held directly.

11/25/2025 - 05:05 PM

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^*

McLauchlin Tracy

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		A		8,857(1)	A	$371.19	75,034	D
Common Stock	11/21/2025		F		4,937(2)	D	$371.19	70,097	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. On December 6, 2022, Ms. McLauchlin was granted performance-based phantom stock units ("PSUs") pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated (the "2006 Equity Incentive Plan"). Each PSU represented a contractual right in respect of one share of the Issuer's Common Stock and would vest, if at all, upon the achievement of certain specified annual financial performance objectives and the continued performance of services through the scheduled vesting date. On November 21, 2025, upon the filing of the Issuer's Annual Report on Form 10-K for its fiscal year ended September 30, 2025, the performance and service criteria were determined to have been met, resulting in the vesting of 8,857 performance-based PSUs under this award.

2. Represents shares of Common Stock withheld to satisfy the tax obligation resulting from the vesting of the time- and performance-based PSUs granted to Ms. McLauchlin on December 6, 2022 pursuant to the 2006 Equity Incentive Plan.

Remarks:

	/s/ Mary K. Newman, Attorney-in-Fact	11/25/2025
	** 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 insider transaction did IES Holdings (IESC) report in this Form 4?

The filing reports that IES Holdings’ Senior Vice President, Chief Financial Officer and Treasurer acquired common stock upon the vesting of previously granted performance-based phantom stock units (PSUs) and had shares withheld to cover taxes.

How many IES Holdings (IESC) shares vested for the CFO on November 21, 2025?

A total of 8,857 performance-based PSUs vested on November 21, 2025, each representing one share of IES Holdings common stock.

At what price were the vested IES Holdings (IESC) shares reported in the Form 4?

The vested and withheld shares were reported at a price of $371.19 per share.

How many IES Holdings (IESC) shares were withheld to cover taxes for the CFO?

4,937 shares of IES Holdings common stock were withheld to satisfy tax obligations related to the vesting of the PSUs.

What is the CFO’s IES Holdings (IESC) share ownership after this Form 4 transaction?

Following the reported transactions, the officer beneficially owned 70,097 shares of IES Holdings common stock, held directly.

What plan governed the IES Holdings (IESC) performance-based PSUs that vested?

The PSUs were granted under the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.

What conditions triggered vesting of the IES Holdings (IESC) PSUs?

The PSUs vested after IES Holdings determined that specified annual financial performance objectives and continued service requirements through the scheduled vesting date were met for the fiscal year ended September 30, 2025.