MARKET WIRE NEWS

Gulf Island Shareholders Vote To Approve Acquisition by IES Holdings

MWN-AI** Summary

On January 13, 2026, Gulf Island Fabrication, Inc. (NASDAQ: GIFI), a prominent provider of steel fabrication services to the industrial, energy, and government sectors, announced that its shareholders have approved the acquisition by IES Holdings, Inc. during a special meeting held earlier that day. Now that shareholder approval has been secured, the Merger is expected to close on January 16, 2026, pending the fulfillment of customary closing conditions outlined in the merger agreement. Following the completion of the Merger, Gulf Island's common stock will be delisted from Nasdaq, effectively ending its status as a publicly-traded entity.

Gulf Island, headquartered in The Woodlands, Texas, specializes in complex steel structures, modules, and automation systems. The company offers a variety of specialty services including engineering, project management, and maintenance to an extensive customer base consisting of U.S. and international energy producers, government entities, and various industrial operators. Its primary operational hubs are located in Houma, Louisiana, and Houston, Texas.

However, the announcement contains cautionary notes regarding forward-looking statements related to the Merger. Gulf Island has highlighted potential risks that could impact the completion and outcomes of the acquisition, such as management disruptions, ongoing legal and regulatory challenges, and potential changes affecting employee retention and operational stability.

Given these factors, Gulf Island advises shareholders and stakeholders to approach the forward-looking aspects of the transaction with warranted caution, as actual results may vary significantly from projections. The leadership team, including CEO Richard W. Heo and CFO Westley S. Stockton, remains focused on navigating these complexities as they move forward with the Merger process.

MWN-AI** Analysis

The recent approval of Gulf Island Fabrication, Inc.'s acquisition by IES Holdings marks a significant shift for shareholders of Gulf Island (NASDAQ: GIFI). As the merger prepares to finalize on January 16, 2026, stakeholders should consider the implications of this transaction within the current industrial and financial landscape.

Firstly, the acquisition may create synergies that enhance Gulf Island's operational capabilities and market reach, particularly in the industrial and energy sectors. IES Holdings has established expertise and resources that could arguably elevate Gulf Island's growth trajectory, leading to improved profitability and market competitiveness post-merger. Investors should analyze the long-term value proposition of the merged entity as it integrates operations and capitalizes on potential economies of scale.

However, potential investors need to remain cognizant of intrinsic risks associated with the merger. The company's stock will no longer be publicly traded post-closing, which limits liquidity options for existing shareholders. Investors should assess how this delisting may affect their portfolio strategy—balancing the risks of capital immobilization against potential future value if the combined entity performs well.

Additionally, there are cautionary aspects detailed in Gulf Island's announcement. Issues such as integration challenges, employee retention during the transitional period, and possible disorientations in customer relationships could materialize. Fluctuations in market sentiment could impact the company's operations, which may lead to operational or financial disruptions.

In summary, while the merger with IES Holdings presents opportunities for growth and enhancement in capabilities, shareholders and potential investors must conduct thorough due diligence. Understanding the merger's strategic implications, risks, and the broader market context will be vital in making informed investment decisions. Investors should also keep abreast of forthcoming developments and market analyses as the companies transition into this new operational phase.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

THE WOODLANDS, Texas, Jan. 13, 2026 (GLOBE NEWSWIRE) -- Gulf Island Fabrication, Inc. (NASDAQ: GIFI) (“Gulf Island” or the “Company”), a leading steel fabricator and service provider to the industrial, energy and government sectors, today announced that at its special meeting of shareholders held earlier today (the “Special Meeting”), Gulf Island’s shareholders approved the acquisition of Gulf Island by IES Holdings, Inc. (the “Merger”). Subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the merger agreement, the parties intend to complete the Merger on January 16, 2026. If the Merger is completed, the Company’s common stock will no longer be publicly traded and will be delisted from Nasdaq.

ABOUT GULF ISLAND

Gulf Island is a leading fabricator of complex steel structures, modules and automation systems, and a provider of specialty services, including engineering, project management, commissioning, repair, maintenance, scaffolding, coatings, welding enclosures, cleaning and environmental, and technical field services to the industrial, energy and government sectors. The Company’s customers include U.S. and, to a lesser extent, international energy producers; refining, petrochemical, LNG, industrial and power operators; EPC companies; and federal, state and local governments. The Company is headquartered in The Woodlands, Texas and its primary operating facilities are located in Houma, Louisiana and Houston, Texas.

CAUTIONARY STATEMENT

This release contains forward-looking statements. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to completion of the Merger and the realization of the anticipated benefits of the Merger. The words “anticipates,” “appear,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “proposed,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

The Company cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause its actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to satisfy all other conditions to completion of the Merger; the failure of the Merger to close for any other reason, including due to a Company Material Adverse Effect (as defined in the Merger Agreement); risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement, the Merger or otherwise; the risk that the pendency of the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Merger; the impact on the market price of the Company’s common stock if the Merger is not completed; the effect of the announcement of the Merger on the Company’s relationships with its contractual counterparties, including customers, operating results and business generally; the amount of the costs, fees, expenses and charges related to the Merger; and other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent filings with the SEC.

Additional factors or risks that the Company currently deems immaterial, that are not presently known to the Company or that arise in the future could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which the Company’s forward-looking statements are based are likely to change after the date the forward-looking statements are made, which it cannot control. Further, the Company may make changes to its business plans that could affect its results. The Company cautions investors that it undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes.

COMPANY INFORMATION

Richard W. HeoWestley S. Stockton
Chief Executive OfficerChief Financial Officer
713.714.6100713.714.6100

FAQ**

How will the acquisition of Gulf Island Fabrication Inc. (GIFI) by IES Holdings, Inc. impact the competitive landscape in the steel fabrication sector, particularly for Gulf Island Fabrication Inc. GIFI's existing customer base in energy and industrial markets?

The acquisition of Gulf Island Fabrication Inc. by IES Holdings, Inc. may enhance GIFI's competitive position by expanding its resources and capabilities, ultimately strengthening its service offerings to its existing customers in the energy and industrial markets.

What strategic advantages does IES Holdings, Inc. foresee in acquiring Gulf Island Fabrication Inc. (GIFI) and how will this merger enhance the operational capabilities of Gulf Island Fabrication Inc. GIFI moving forward?

IES Holdings, Inc. anticipates that acquiring Gulf Island Fabrication Inc. (GIFI) will enhance operational efficiency and broaden service offerings through synergy, increased market reach, and shared resources, positioning GIFI for growth and competitiveness in the fabrication sector.

What are the potential risks associated with the merger that Gulf Island Fabrication Inc. (GIFI) shareholders should be aware of, particularly concerning operational disruptions or management changes post-acquisition?

Gulf Island Fabrication Inc. (GIFI) shareholders should be aware that potential risks associated with the merger include operational disruptions due to integration challenges, loss of key management personnel, and cultural clashes that may impact overall performance and strategic direction.

Once the merger is completed, how does Gulf Island Fabrication Inc. GIFI plan to maintain relationships with its key customers in the industrial and energy sectors, and what strategies will be implemented to ensure continuity of service?

Post-merger, Gulf Island Fabrication Inc. plans to maintain key customer relationships in the industrial and energy sectors by implementing personalized communication strategies, enhancing service delivery, and leveraging integrated resources to ensure seamless continuity of service.

**MWN-AI FAQ is based on asking OpenAI questions about Gulf Island Fabrication Inc. (NASDAQ: GIFI).

Gulf Island Fabrication Inc.

NASDAQ: GIFI

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$191,983,332
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17
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Industrial Goods
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