SCHEDULE: Gulf Island Fabrication Merger Complete, Piton Capital Exits

Piton Capital Partners LLC and Robert Averick have filed their final Schedule 13D amendment, confirming their exit from Gulf Island Fabrication, Inc. following its merger with IES Holdings, Inc. for $12.00 per share.

Summary

• This is Amendment No. 10 to the Schedule 13D, serving as the final amendment and an "exit filing" for Piton Capital Partners LLC and Robert Averick.
• On January 16, 2026, Gulf Island Fabrication, Inc. completed its merger with IES Holdings, Inc., where IES Merger Sub, LLC, an indirect wholly-owned subsidiary of IES, merged into Gulf Island Fabrication.
• Gulf Island Fabrication, Inc. now operates as an indirect wholly-owned subsidiary of IES Holdings, Inc.
• Shares of Gulf Island Fabrication's common stock, including those underlying outstanding time-based restricted stock units, converted into the right to receive $12.00 per share in cash.
• As a result of the merger, Piton Capital Partners LLC and Robert Averick no longer beneficially own any shares of Gulf Island Fabrication, Inc. as of January 16, 2026.
• Robert Averick is no longer a director of Gulf Island Fabrication, Inc.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting persons as they successfully exited their investment through a completed merger, receiving a specified cash consideration. The transaction proceeded as planned.

Positives

• Reporting persons successfully exited their investment in Gulf Island Fabrication, Inc.
• Shareholders received a cash consideration of $12.00 per share for their common stock and restricted stock units.
• The merger agreement, dated November 7, 2025, was successfully completed.

Future Outlook

For the reporting persons, the future outlook regarding their investment in Gulf Island Fabrication, Inc. is concluded as they no longer hold any shares. Gulf Island Fabrication, Inc. is now an indirect wholly-owned subsidiary of IES Holdings, Inc.

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." (Garrett Lynam, General Counsel of Kokino LLC, Managing Member of Piton Capital Partners)
• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." (Robert Averick)

Industry Context

This filing signifies the completion of an acquisition in the industrial or fabrication sector, where a public company (Gulf Island Fabrication) is taken private or integrated into a larger entity (IES Holdings). Schedule 13D amendments are standard procedures for significant shareholders to update their ownership status, especially after major corporate actions like mergers, and an "exit filing" indicates the cessation of their reportable beneficial ownership.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $12.00 per share in cash for their common stock, concluding their investment in Gulf Island Fabrication, Inc.
• Directors: Robert Averick ceased to be a director.

Next Steps

• For the reporting persons, no further actions are required regarding their investment in Gulf Island Fabrication, Inc. as they have fully exited.
• Gulf Island Fabrication, Inc. will continue operations as an indirect wholly-owned subsidiary of IES Holdings, Inc.

Key Dates

Keywords

Gulf Island Fabrication, IES Holdings, Merger, Acquisition, Schedule 13D, Exit Filing, Common Stock, Cash Payout, Corporate Action