SCHEDULE: Tontine Capital Reduces IES Holdings Stake to 53.2%

Tontine Capital Partners and affiliates, led by Jeffrey L. Gendell, have reduced their beneficial ownership in IES Holdings, Inc. to 53.2% through recent share sales and an increase in outstanding shares.

Summary

• Tontine Capital Partners, L.P. and its affiliates, including Jeffrey L. Gendell, reported a decrease in their aggregate beneficial ownership of IES Holdings, Inc. common stock from approximately 54.2% to 53.2%.
• This reduction is attributed to the sale of 100,000 shares by Tontine Capital Overseas Master Fund II, L.P. and 82,094 shares by Tontine Capital Partners, L.P. in December 2025.
• The decrease also resulted from an increase in IES Holdings' outstanding common stock by 73,030 shares, reaching 19,927,493 shares as of December 26, 2025.
• Jeffrey L. Gendell received 28,442 shares from vested time-based and performance-based PSUs on November 21, 2025, but 13,179 shares were withheld to satisfy tax obligations. He was also granted 799 new time-based PSUs on November 26, 2025.
• Despite the reduction, the Reporting Persons, as a group, still beneficially own 10,595,320 shares, maintaining majority control over IES Holdings' affairs, including director elections and significant corporate actions.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the reduction in beneficial ownership by a significant, controlling shareholder group, which could signal a lack of further conviction or a strategic divestment. While Mr. Gendell received vested PSUs, the net effect of the group's actions is a decrease in their overall stake.

Positives

• Jeffrey L. Gendell received 28,442 shares from vested time-based and performance-based PSUs, indicating successful achievement of prior performance requirements.
• Mr. Gendell was granted an additional 799 time-based PSUs, aligning his interests with future company performance.

Negatives

• The Reporting Persons, a significant shareholder group, reduced their stake by 1.0% (from 54.2% to 53.2%), which could be interpreted as a decrease in conviction or a move to diversify.
• Sales by Tontine Capital Overseas Master Fund II, L.P. (100,000 shares) and Tontine Capital Partners, L.P. (82,094 shares) represent a substantial disposition of shares.

Risks

• If the Reporting Persons dispose of a significant portion of their holdings, they may lose sufficient voting power to ensure Jeffrey L. Gendell and David B. Gendell continue as directors.
• A substantial reduction in the Reporting Persons' stake could lead to a loss of their ability to control the Company's affairs, including the election of directors, approval of corporate charter amendments, and major transactions like mergers or asset sales.

Future Outlook

The Reporting Persons reserve the right to change their plans or intentions regarding their holdings in IES Holdings, Inc. and may dispose of or acquire additional securities at any time. They currently do not have any specific plans for extraordinary corporate transactions, changes in management or board, or alterations to the company's capital structure or dividend policy, beyond what is disclosed.

Management Comments

• The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan.
• All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise.
• The Reporting Persons can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets.

Industry Context

This filing primarily concerns changes in beneficial ownership by a major shareholder group and does not provide information directly related to broader industry trends or competitive landscape. It reflects an internal portfolio adjustment by the Tontine Capital entities rather than a response to specific industry-wide developments.

Legal Proceedings

• None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Related Party Transactions

• Jeffrey L. Gendell, a Reporting Person, serves as Executive Chairman of the Board and previously as CEO, receiving grants of PSUs from the Company for his service.
• David B. Gendell, brother of Jeffrey L. Gendell, serves as a member of the Company's Board of Directors.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a major, controlling shareholder group could be viewed negatively by other shareholders, potentially signaling a lack of long-term commitment or a belief that the stock is fully valued. Conversely, increased liquidity from these sales could be seen as positive.
• Management: The continued majority control by the Reporting Persons ensures stability in strategic direction and management appointments, as they can influence key decisions.
• Employees: No direct impact on employees is indicated, but stability in leadership due to controlling shareholders can indirectly affect employee morale and strategic initiatives.

Next Steps

• The Reporting Persons may dispose of additional securities of the Company at any time.
• The Reporting Persons may obtain additional securities of the Company through open market purchases, transfers, or grants to Mr. Gendell.
• Mr. Gendell's newly granted 799 time-based PSUs will vest upon continued performance of services through the applicable scheduled vesting date.

Key Dates

Recommendation

While a significant shareholder group has reduced its stake, they still maintain majority control (53.2%) of IES Holdings, Inc., indicating continued influence over the company's strategic direction and governance. The sales could be for portfolio rebalancing or liquidity rather than a fundamental negative view of the company. The vesting of PSUs for Mr. Gendell also shows continued alignment. Investors should monitor future filings for further changes in ownership or strategic shifts, but the current filing does not warrant a 'sell' given the retained control, nor a 'buy' without further positive catalysts.

Keywords

IES Holdings, IESH, Schedule 13D, Beneficial Ownership, Tontine Capital, Jeffrey L. Gendell, Share Sales, Equity Incentive Plan, Phantom Stock Units, Corporate Control, Institutional Investor