Form 4: IES Holdings Executive Chairman Granted Phantom Stock Units

Jeffrey L. Gendell, Executive Chairman of IES Holdings, Inc., was granted 799 time-based Phantom Stock Units.

Summary

• Jeffrey L. Gendell, who serves as Director, 10% Owner, and Executive Chairman of IES Holdings, Inc. (IESC), acquired 799 time-based Phantom Stock Units (PSUs).
• The transaction occurred on November 26, 2025, with a transaction price of $0, indicating a grant.
• These PSUs were granted pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated.
• Each PSU represents a contractual right to one share of the Issuer's Common Stock.
• The PSUs are scheduled to vest on the earlier of December 15, 2028, or the date IES Holdings files its Annual Report on Form 10-K for its fiscal year ending September 30, 2028, contingent on continued service.
• Following this transaction, the reporting group, including Mr. Gendell and various Tontine entities, beneficially owns 10,777,414 shares of Common Stock and PSUs.
• Mr. Gendell directly owns 178,481 shares of Common Stock and 65,069 PSUs (including the newly granted 799 PSUs).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects a routine executive compensation event that aligns management's interests with shareholders, without indicating any immediate negative implications or significant changes.

Positives

• The grant of Phantom Stock Units to the Executive Chairman aligns management's interests with those of shareholders, as the value of the PSUs is tied to the company's stock performance.
• The use of an existing, amended, and restated equity incentive plan demonstrates a structured approach to executive compensation and retention.

Future Outlook

The grant of time-based Phantom Stock Units indicates an expectation of continued service from Mr. Gendell through the vesting period, aligning his future compensation with the company's long-term performance.

Industry Context

This filing represents a routine executive compensation event, common across industries where equity-based incentives are used to attract, retain, and motivate key personnel by linking their rewards to company performance and shareholder value creation.

Corporate Governance

Related Party Transactions

• The grant of 799 Phantom Stock Units to Jeffrey L. Gendell, an Executive Chairman, Director, and 10% Owner, constitutes a related party transaction as it involves compensation provided to a key insider.

Stakeholder Impact

• Shareholders: The equity grant aligns the Executive Chairman's long-term financial interests with the company's performance, potentially benefiting shareholders through enhanced management motivation.
• Employees: The use of an equity incentive plan can signal a commitment to performance-based rewards, which may positively influence broader employee morale and retention strategies.

Next Steps

• The Phantom Stock Units will vest on the earlier of December 15, 2028, or the date IES Holdings files its Annual Report on Form 10-K for its fiscal year ending September 30, 2028, subject to continued service.

Key Dates

Keywords

IES Holdings, IESC, Jeffrey L. Gendell, Phantom Stock Units, PSUs, Equity Grant, Insider Transaction, Executive Compensation, Form 4, Tontine