10-K – 2025-11-21 – iesc-20250930.htm

Tontine Associates, L.L.C. ("Tontine Associates"), together with its affiliates (collectively, "Tontine") is the Company's controlling stockholder, owning approximately 54 percent of the Company’s outstanding common stock based on a Form 4 and a Schedule 13D/A filed by Tontine with the SEC on September 17, 2025 and the Company's shares outstanding as of November 17, 2025. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders.

The Company is a party to a sublease agreement with Tontine Associates, for corporate office space in Greenwich, Connecticut. In December 2022, the Company entered into an amendment of the sublease agreement, which was set to terminate on February 28, 2023, to extend the term of the agreement through August 31, 2024 and to increase the monthly payments from approximately $8 thousand to approximately $9 thousand effective March 1, 2023. On August 1, 2024, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2025, effective September 1, 2024. On August 1, 2025, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2026. Payments by the Company are at a rate consistent with that paid by Tontine Associates to its landlord.

On December 6, 2018, the Company entered into a Board Observer Letter Agreement (the "Observer Agreement") with Tontine Associates in order to assist Tontine in managing its investment in the Company. Subject to the terms and conditions set forth in the Observer Agreement, the Company granted Tontine the right, at any time that Tontine holds at least 20% of the outstanding common stock of the Company, to appoint a representative to serve as an observer to the Board (the “Board Observer”). The Board Observer, who shall serve at the discretion of and must be reasonably acceptable to those members of the Board who are not affiliates of Tontine, shall have no voting rights or other decision making authority. Subject to the terms and conditions set forth in the Observer Agreement, so long as Tontine has the right to appoint a Board Observer, the Board Observer will have the right to attend and participate in meetings of the Board and the committees thereof, subject to confidentiality requirements, and to receive reimbursement for reasonable out-of-pocket expenses incurred in his or her capacity as a Board Observer and such rights to coverage under the Company’s directors’ and officers’ liability insurance policy as are available to directors.

Jeffrey L. Gendell was appointed Executive Chairman of the Company effective July 1, 2025 after serving as Chief Executive Officer of the Company from October 1, 2020 to June 30, 2025, and as the Company's Interim Chief Executive Officer from July 31, 2020 to September 30, 2020. Mr. Gendell has also served as a director and as Chairman of the Board of Directors since November 2016. He is the managing member and founder of Tontine, and the brother of David B. Gendell, who has served as a member of our Board of Directors since February 2012, and who previously served as Interim Director of Operations from November 2017 to January 2019, as Vice Chairman of the Board from November 2016 to November 2017 and as Chairman of the Board from January 2015 to November 2016. David B. Gendell was an employee of Tontine from 2004 until January 2018.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

As is common in our industry, we have entered into certain off-balance sheet arrangements that expose us to increased risk. Our significant off-balance sheet transactions include letter of credit obligations, firm commitments for materials and surety guarantees.

Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral, as is common in the insurance industry. To date, we have not had a situation where an underwriter has had reasonable cause to effect payment under a letter of credit. At September 30, 2025, $5.5 million of our outstanding letters of credit were to collateralize our insurance programs.

From time to time, we may enter into firm purchase commitments for materials such as copper wire and aluminum wire, which we expect to use in the ordinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specified intervals at a fixed price over the term. As of September 30, 2025, we had firm commitments of $13.4 million outstanding under agreements to purchase materials over the next 12 months in the ordinary course of business.

Many of our customers require us to post performance and payment bonds issued by a surety. Those bonds guarantee the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. In the event that we fail to perform under a contract or pay subcontractors and vendors, the customer may demand the surety to pay or perform under our bond. Our relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our behalf and may be required to post collateral to support the bonds. To date, we have not incurred any material costs to indemnify our sureties for expenses they incurred on our behalf.

36

CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of our Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the Consolidated Financial Statements, and the reported amounts of revenues and expenses recognized during the periods presented. We review all significant estimates affecting our Consolidated Financial Statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on our beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from those estimates.
Accordingly, we have identified the accounting principles which we believe are most critical to our reported financial status by considering accounting policies that involve the most complex or subjective decisions or assessments. We identified our most critical accounting policies to be those related to revenue recognition, accounting for business combinations, and estimation of the valuation allowance for deferred tax assets and unrecognized tax benefits. These accounting policies, as well as others, are described in Note 2, “Summary of Significant Accounting Policies” in the notes to our Consolidated Financial Statements and at relevant sections in this discussion and analysis.
 
Revenue Recognition.  We enter into contracts principally on the basis of competitive bids. We frequently negotiate the final terms and prices of those contracts with the customer. Although the terms of our contracts vary considerably, approximately 87.1% of our revenues are based on either a fixed price or unit price basis in which we agree to do the work for a fixed amount for the entire project (fixed price) or for units of work performed (unit price). Approximately 12.9% of our revenues are earned from contracts where we are paid on a time and materials basis. Our most significant cost drivers are the cost of labor and materials. These costs may vary from the costs we originally estimated. Variations from estimated contract costs along with other risks inherent in performing fixed price and unit price contracts may result in actual revenue and gross profits or interim projected revenue and gross profits for a project differing from those we originally estimated and could result in losses on projects. Depending on the size of a particular project, variations from estimated project costs could have a significant impact on our operating results for any fiscal quarter or year.

We complete most of our projects within one year. We frequently provide service and maintenance work under open-ended, unit price master service agreements which are renewable annually. We recognize revenue on service, time and material work when services are performed. Work performed under a construction contract generally provides that the customers accept completion of progress to date and compensate us for services rendered, measured in terms of units installed, hours expended or some other measure of progress. Revenues from construction contracts are recognized on the percentage-of-completion method. Revenues recognized on a percentage-of-completion basis, all of which are fixed price or cost plus arrangements, comprised approximately 64% of our total revenue for the year ended September 30, 2025. The percentage-of-completion method for construction contracts is measured principally by the percentage of costs incurred and accrued to date for each contract to the estimated total costs for each contract at completion. We generally consider contracts substantially complete upon departure from the work site and acceptance by the customer. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Changes in job performance, job conditions, estimated contract costs, profitability and final contract settlements may result in revisions to costs and income, and the effects of such revisions are recognized in the period in which the revisions are determined. Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined.

We generally do not incur significant costs related to obtaining contracts, or initial set-up or mobilization costs, prior to the start of a project. When significant pre‑contract costs are incurred, they will be capitalized and amortized on a percentage of completion basis over the life of the contract.

The current asset “Costs and estimated earnings in excess of billings” represents revenues recognized in excess of amounts billed that management believes will be billed and collected within the next twelve months. The current liability “Billings in excess of costs and estimated earnings” represents billings in excess of revenues recognized. Costs and estimated earnings in excess of billings are amounts considered recoverable from customers based on different measures of performance, including achievement of specific milestones, completion of specified units or completion of the contract. Also included in this asset, from time to time, are claims and unapproved change orders, which include amounts that we are in the process of collecting from our customers or agencies for changes in contract specifications or design, contract change orders in dispute or unapproved as to scope and price, or other related causes of unanticipated additional contract costs. Variable consideration, including claims and unapproved change orders, is estimated at either the expected probability weighted value or the most likely amount in a range of possible consideration amounts, utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages, if any). Claims made by us involve negotiation and, in certain cases, litigation. Such litigation costs are expensed as incurred.
37

Business Combinations . In accounting for business combinations, certain assumptions and estimates are employed in determining the fair value of assets acquired, evaluating the fair value of liabilities assumed, as well as in determining the allocation of goodwill to the appropriate reporting unit. These estimates may be affected by factors such as changing market conditions affecting the industries in which we operate. The most significant assumptions requiring judgment involve identifying and estimating the fair value of intangible assets and the associated useful lives for establishing amortization periods. To finalize purchase accounting for significant intangible assets and liabilities, we utilize the services of independent valuation specialists to assist in the determination of the fair value.
New Accounting Pronouncements.  Recent accounting pronouncements are described in Note 2, “Summary of Significant Accounting Policies — New Accounting Pronouncements ” in the notes to our Consolidated Financial Statements and at relevant sections in this discussion and analysis.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Management is actively involved in monitoring exposure to market risk and continues to develop and utilize appropriate risk management techniques. Our exposure to significant market risks includes fluctuations in labor costs and commodity prices for copper, aluminum, steel and fuel. We are exposed to market price volatility as the fair value of our investments in marketable securities may fluctuate in response to changes in market value of such securities. We are also exposed to interest rate risk with respect to any debt obligations we may incur on our credit facility. For additional information see “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

Commodity Risk

Our exposure to significant market risks includes fluctuations in commodity prices including, but not limited to, copper, aluminum, steel, electrical components, fuel, and certain plastics. Commodity price risks may have an impact on our results of operations due to the fixed nature of many of our contracts. Over the long term, we expect to be able to pass along a portion of these costs to our customers, as market conditions in the construction industry will allow.

Investment Risk

We are exposed to market price volatility for our investments in marketable securities which are carried at fair value measured using market prices, with gains and losses included in Other income, net on our Consolidated Statements of Comprehensive Income. Changes in the market value of these investments could create volatility in our reported earnings from period to period, and a decline in value of our investments could have an adverse impact on our reported earnings. Changes in market value of investments measured at fair value resulted in an unrealized gain of $7.5 million in the year ended September 30, 2025. As of September 30, 2025, we had investments in marketable securities with a fair value of $104.6 million, and a 10% change in the market value of these investments would cause a $10.5 million impact to our pre-tax income.

Interest Rate Risk

Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. Any borrowings under our revolving credit facility is structured on floating rate terms. We currently do not maintain any hedging contracts that would limit our exposure to variable rates of interest when we have outstanding borrowings under our revolving credit facility. The Amended Credit Agreement uses SOFR as the benchmark for establishing the interest rate charged on our borrowings. If SOFR were to increase, our interest payment obligations on any then-outstanding borrowings would increase, having a negative effect on our cash flow and financial condition. We had no borrowings outstanding under our revolving credit facility as of September 30, 2025.

38

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 )
40

Consolidated Balance Sheets
42

Consolidated Statements of Comprehensive Income
43

Consolidated Statements of Stockholders' Equity
44

Consolidated Statements of Cash Flows
45

Notes to Consolidated Financial Statements
46

39

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of IES Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of IES Holdings, Inc. and subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

Revenue recognition for certain fixed-price construction contracts
Description of the Matter As described in Notes 2 and 4 to the consolidated financial statements, the Company principally recognizes revenue on construction contracts over time using costs incurred as a percentage of estimated total costs at completion to determine the extent of progress toward satisfying performance obligations. Revenue recognition under this method is subject to judgment as the determination of progress towards completion requires management to prepare estimates of total project costs to complete.
Auditing management’s estimates used in the revenue recognition process for construction projects is subjective, requiring judgment to evaluate management’s determination of forecasted costs to complete.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s estimating process, including controls over management’s review of the estimated cost to complete construction contracts.
Our audit procedures included, among others, evaluating appropriate application of the Company’s revenue recognition method; testing significant assumptions used to develop the estimated cost to complete; and testing the completeness and accuracy of the underlying data. To assess the reasonableness of management’s estimated costs, we performed audit procedures that included, among others, procedures that are analytical in nature; agreeing the estimate to supporting documentation; conducting interviews with project personnel; attending select project review meetings; and performing retrospective review.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Houston, Texas
November 21, 2025

40

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of IES Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited IES Holdings, Inc. and subsidiaries’ internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, IES Holdings, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes and our report dated November 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Houston, Texas
November 21, 2025
41

IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands, Except Share Information)

September 30,
2025 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 127,171   $ 100,832  
Marketable securities
104,587   35,003  
Accounts receivable:
Trade, net of allowance 552,158   469,833  
Retainage 99,930   89,793  
Inventories 111,536   101,728  
Costs and estimated earnings in excess of billings 69,229   60,139  
Prepaid expenses and other current assets 20,870   14,366  
Total current assets 1,085,481   871,694  
Property and equipment, net 183,231   134,197  
Goodwill 107,830   93,960  
Investments 59,662   —  
Intangible assets, net 41,645   45,890  
Deferred tax assets 16,055   22,458  
Operating right of use assets 88,388   61,956  
Other non-current assets 13,369   13,871  
Total assets $ 1,595,661   $ 1,244,026  
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses 456,646   363,582  
Billings in excess of costs and estimated earnings 176,782   158,972  
Total current liabilities 633,428   522,554  
Long-term debt —   —  
Operating long-term lease liabilities 61,967   40,445  
Other tax liabilities 6,755   16,677  
Other non-current liabilities 5,549   12,241  
Total liabilities 707,699   591,917  
Noncontrolling interest 4,007   40,996  
COMMITMENTS AND CONTINGENCIES (NOTE 19 )

STOCKHOLDERS’ EQUITY:
Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, none issued

and outstanding —   —  
Common stock, $ 0.01 par value, 100,000,000 shares authorized; 22,049,529

issued and 19,854,463 and 19,971,670 outstanding, respectively
220   220  
Treasury stock, at cost, 2,195,066 and 2,077,859 shares, respectively
( 127,751 ) ( 90,325 )
Additional paid-in capital 210,668   203,458  
Retained earnings 800,818   497,760  
Total stockholders’ equity 883,955   611,113  
Total liabilities and stockholders’ equity $ 1,595,661   $ 1,244,026  

The accompanying notes are an integral part of these Consolidated Financial Statements.

42

IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In Thousands, Except Share Information)

Year Ended September 30,
2025 2024 2023
Revenues $ 3,371,468   $ 2,884,358   $ 2,377,227  
Cost of services 2,511,971   2,187,768   1,932,688  
Gross profit 859,497   696,590   444,539  
Selling, general and administrative expenses 474,978   396,684   298,625  

Contingent consideration 1,145   714   277  
Gain on sale of assets ( 155 ) ( 1,684 ) ( 14,139 )
Operating income 383,529   300,876   159,776  
Interest and other (income) expense:
Interest expense 1,814   1,338   3,022  
Other income, net ( 12,170 ) ( 5,128 ) ( 1,794 )
Income from operations before income taxes and equity method investment income 393,885   304,666   158,548  
Provision for income taxes 96,805   72,165   38,761  
Equity method investment income ( 14,762 ) —   —  
Net income 311,842   232,501   119,787  
Net income attributable to noncontrolling interest ( 5,867 ) ( 13,385 ) ( 11,499 )
Comprehensive income attributable to IES Holdings, Inc. $ 305,975   $ 219,116   $ 108,288  

Earnings per share attributable to common stockholders of IES Holdings, Inc.:
Basic $ 15.22   $ 10.02   $ 4.58  
Diluted $ 15.02   $ 9.89   $ 4.54  

Shares used in the computation of earnings per share:
Basic 19,917,463   20,160,143   20,196,850  
Diluted 20,182,797   20,414,932   20,413,032  

The accompanying notes are an integral part of these Consolidated Financial Statements.

43

IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Information)

Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Total Stockholders' Equity
Shares Amount Shares Amount
BALANCE, September 30, 2022 22,049,529   $ 220   ( 1,707,629 ) $ ( 44,000 ) $ 201,871   $ 203,197   $ 361,288  
Issuance of share-based compensation —  —  105,755   2,764   ( 2,764 ) —  —  
Acquisition of treasury stock —  —  ( 256,437 ) ( 8,294 ) 10   —  ( 8,284 )
Options exercised —  —  3,000   80   ( 58 ) —  22  
Non-cash compensation —  —  —  —  4,372   —  4,372  
Increase in noncontrolling interest —  —  —  —  —  ( 15,701 ) ( 15,701 )

Net income attributable to IES Holdings, Inc. —  —  —  —  —  108,288   108,288  
BALANCE, September 30, 2023 22,049,529   $ 220   ( 1,855,311 ) $ ( 49,450 ) $ 203,431   $ 295,784   $ 449,985  
Issuance of share-based compensation —  —  104,600   3,062   ( 3,062 ) —  —  
Acquisition of treasury stock —  —  ( 329,648 ) ( 44,028 ) —   —  ( 44,028 )
Options exercised —  —  2,500   91   ( 72 ) —  19  
Non-cash compensation —  —  —  —  5,517   —  5,517  
Change in IES Holdings, Inc.'s ownership interest in consolidated subsidiaries ( 2,356 ) ( 2,356 )
Increase in noncontrolling interest —  —  —  —  —  ( 17,140 ) ( 17,140 )
Net income attributable to IES Holdings, Inc. —  —  —  —  —  219,116   219,116  
BALANCE, September 30, 2024 22,049,529   $ 220   ( 2,077,859 ) $ ( 90,325 ) $ 203,458   $ 497,760   $ 611,113  
Issuance of share-based compensation —  —  94,799   4,218   ( 4,218 ) —  —  
Acquisition of treasury stock —  —  ( 212,006 ) ( 41,644 ) —   —  ( 41,644 )

Non-cash compensation —  —  —  —  12,844   —  12,844  
Change in IES Holdings, Inc.'s ownership interest in consolidated subsidiaries —  —  —  —  ( 1,416 ) —  ( 1,416 )
Increase in noncontrolling interest —  —  —  —  —  ( 2,917 ) ( 2,917 )

Net income attributable to IES Holdings, Inc. —  —  —  —  —  305,975   305,975  
BALANCE, September 30, 2025 22,049,529   $ 220   ( 2,195,066 ) $ ( 127,751 ) $ 210,668   $ 800,818   $ 883,955  

The accompanying notes are an integral part of these Consolidated Financial Statements.

44

IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)

Year Ended September 30,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 311,842   $ 232,501   $ 119,787  
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense (benefit) 3,445   1,481   ( 120 )
Deferred financing cost amortization 475   287   268  
Depreciation and amortization 46,941   37,103   29,407  
Gain on sale of assets ( 155 ) ( 1,684 ) ( 14,139 )
Non-cash compensation expense 12,931   5,532   4,372  

Deferred income tax and other non-cash tax adjustments, net ( 3,305 ) ( 1,126 ) 5,185  
Unrealized gain on trading securities ( 7,485 ) ( 1,789 ) —  
Equity method investment income ( 14,762 ) —   —  
Changes in operating assets and liabilities
Marketable securities
( 62,099 ) ( 33,214 ) —  
Accounts receivable ( 79,948 ) ( 93,507 ) 2,917  
Inventories 4,149   ( 3,522 ) ( 1,142 )
Costs and estimated earnings in excess of billings ( 8,674 ) ( 3,979 ) 3,456  
Prepaid expenses and other current assets ( 16,455 ) ( 16,720 ) ( 7,322 )
Other non-current assets ( 1,557 ) 174   2,067  
Accounts payable and accrued expenses 86,460   57,894   ( 10,047 )
Billings in excess of costs and estimated earnings 16,089   54,550   19,051  
Other non-current liabilities ( 1,796 ) 423   162  
Net cash provided by operating activities 286,096   234,404   153,902  
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ( 67,253 ) ( 45,159 ) ( 17,667 )
Proceeds from sales of assets 833   3,694   20,602  
Cash paid in conjunction with equity investments ( 44,900 ) ( 380 ) ( 165 )
Cash paid in conjunction with business combinations or dispositions, net of cash acquired
( 52,368 ) ( 67,002 ) —  
Net cash provided by (used in) investing activities ( 163,688 ) ( 108,847 ) 2,770  
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of debt 996,400   2,896,346   2,381,562  
Repayments of debt ( 996,400 ) ( 2,896,346 ) ( 2,464,221 )
Cash paid for finance leases ( 4,382 ) ( 4,257 ) ( 3,338 )
Purchase of noncontrolling interest ( 40,000 ) ( 32,000 ) —  
Settlement of contingent consideration liability
( 1,451 ) ( 4,074 ) —  
Distribution to noncontrolling interest ( 8,592 ) ( 16,155 ) ( 11,491 )
Purchase of treasury stock ( 41,644 ) ( 44,028 ) ( 8,284 )
Options exercised —   19   22  
Net cash provided by (used in) financing activities ( 96,069 ) ( 100,495 ) ( 105,750 )
NET INCREASE IN CASH AND CASH EQUIVALENTS
26,339   25,062   50,922  
CASH, CASH EQUIVALENTS, beginning of period 100,832   75,770   24,848  
CASH, CASH EQUIVALENTS, end of period $ 127,171   $ 100,832   $ 75,770  

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 882   $ 536   $ 2,089  
Cash paid for income taxes, net $ 117,314   $ 61,614   $ 12,056  

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired in exchange for liabilities $ 789   $ —   $ 4,712  
Contingent consideration liability assumed in conjunction with business combinations $ —   $ 2,790   $ — 

The accompanying notes are an integral part of these Consolidated Financial Statements.
45

IES HOLDINGS, INC.
Notes to the Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)

1. BUSINESS

Description of the Business

IES Holdings, Inc. designs and installs integrated electrical and technology systems and provides infrastructure products and services to a variety of end markets, including data centers, residential housing and commercial and industrial facilities. Our operations are organized into four business segments, based upon the nature of our services:

• Communications – Nationwide provider of technology infrastructure services, including the design, build, and maintenance of the communications infrastructure within data centers for co-location and managed hosting customers, for both large corporations and independent businesses.
• Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes, as well as heating, ventilation and air conditioning (HVAC) and plumbing installation services in certain markets.
• Infrastructure Solutions – Provider of electro-mechanical solutions for industrial operations, including apparatus repair and custom-engineered products such as generator enclosures used in data centers and other industrial applications.
• Commercial & Industrial – Provider of electrical and mechanical design, construction, and maintenance services to the commercial and industrial markets in various regional markets and nationwide in certain areas of expertise, such as the power infrastructure market and data centers.

The words “IES”, the “Company”, “we”, “our”, and “us” refer to IES Holdings, Inc. and, except as otherwise specified herein, to our consolidated subsidiaries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of IES Holdings, Inc. and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition of construction in progress, fair value assumptions in accounting for business combinations, stock-based compensation, reserves for legal matters, and realizability of deferred tax assets and unrecognized tax benefits.

Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Marketable Securities

Marketable securities consist of highly liquid equity securities and debt securities with original maturities over three months. All of our marketable debt securities are classified as trading securities and mature after one year and before five years from the balance sheet date. Our marketable securities with readily determinable fair values are carried at fair value, with gains and losses included in Other income, net on our Consolidated Statements of Comprehensive Income.
Inventories
Inventories consist of raw materials, work in process, finished goods, and parts and supplies held for use in the ordinary course of business. Inventory is valued at the lower of cost or net realizable value generally using the first-in, first-out (FIFO) method. When circumstances dictate, we write down inventory to its estimated net realizable value based on assumptions about future demand, market conditions, plans for disposal, and physical condition of the product. Where shipping and handling costs on inventory purchases are borne by us, these charges are included in inventory and charged to cost of services upon use in our projects or the providing of services.

46

Property and Equipment
Additions of property and equipment are recorded at cost, and depreciation is computed using the straight-line method over the estimated useful life of the related asset. Leasehold improvements are capitalized and depreciated over the lesser of the life of the lease or the estimated useful life of the asset. Costs associated with software developed or obtained for internal use, including third party development fees incurred during the application development stage and software licenses, are capitalized and amortized on a straight-line basis over the estimated useful life of the software.

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the capitalized cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of comprehensive income in the caption (gain) loss on sale of assets.

Goodwill
Goodwill attributable to each reporting unit is tested for impairment either by comparing the fair value of each reporting unit with its carrying value or by a qualitative assessment. These impairment tests are required to be performed at least annually. On an ongoing basis (absent any impairment indicators), we perform an impairment test annually using a measurement date of September 30. In evaluating goodwill for impairment, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is greater than its carrying value. If we determine that it is more likely than not that the carrying value of a reporting unit is greater than its fair value, then we perform an impairment test by calculating the fair value of the reporting unit and comparing this calculated fair value with the carrying value of the reporting unit.

We estimate the fair value of the reporting unit based on both a market approach and an income approach, using discounted estimated future cash flows. The market approach uses market multiples of enterprise value to earnings before interest, taxes, depreciation and amortization for comparable publicly traded companies. The income approach relies on significant estimates for future cash flows, projected long-term growth rates, and the weighted average cost of capital.

Intangible Assets
Intangible assets with definite lives are amortized over their estimated useful lives based on expected economic benefit with no residual value.
Debt Issuance Costs
Debt issuance costs are included in other non-current assets and are amortized to interest expense over the scheduled maturity of the debt. Amortization expense of debt issuance costs was $ 475 , $ 287 and $ 268 , respectively, for the years ended September 30, 2025, 2024 and 2023. Remaining unamortized capitalized debt issuance costs were $ 2,597 and $ 598 at September 30, 2025, and 2024, respectively.

Revenue Recognition
Revenue is recognized from a contract with a customer when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. We consider the start of a project to be when the above criteria have been met and we have written authorization from the customer to proceed.

We recognize revenue on construction contracts over time using the percentage of completion method. Construction contracts generally provide that customers accept completion of progress to date and compensate us for services rendered measured in terms of units installed, hours expended or some other measure of progress. We recognize revenue on both signed contracts and change orders. A discussion of our treatment of claims and unapproved change orders is described later in this section. Percentage of completion for construction contracts is measured by the percentage of costs incurred and accrued to date for each contract to the estimated total cost for each contract at completion. We generally consider contracts to be substantially complete upon departure from the work site and acceptance by the customer. Contract costs include all direct material, labor and insurance costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Changes in job performance, job conditions, estimated contract costs and profitability and final contract settlements can result in change orders under which the customer agrees to pay additional contract price. Revisions can also result in claims we might make against the customer to recover additional costs that have not been resolved through change orders with the customer. We recognize revenue from change orders or claims when recovery of such amounts is probable. The amount of revenue associated with unapproved change orders and claims was immaterial for the years ended September 30, 2025, 2024 and 2023. Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined. The balances billed but not paid by customers pursuant to retainage provisions
47

in contracts are typically due upon completion of the contracts and acceptance by the customer. Based on our experience, the retention balance at each balance sheet date will be collected within the subsequent fiscal year.

Certain divisions in our operating segments recognize revenue at the completion of the contract ("completed contract") under the right to invoice practical expedient because the duration of their contracts is short in nature. We recognize revenue on completed contracts when the project is complete and billable to the customer.

Accounts Receivable and Allowance for Credit Losses
We record accounts receivable for all amounts billed and not collected and amounts for which we have an unconditional right to bill our customers. Additionally, we provide an allowance for credit losses based on historical company-specific uncollectable accounts, as well as current and expected market conditions. From time to time, we establish additional allowance for credit losses for financial asset balances with specific customers where collectability has been determined to be improbable based on specific facts and circumstances. Such allowances are established as deemed necessary in the period such determination is made. As is common in our industry, some of these receivables are in litigation or require us to exercise our contractual lien rights in order to collect. Our allowance for credit losses at September 30, 2025 and 2024 was $ 4,340 and $ 1,818 , respectively.

In calculating our expected credit losses, we consider trade receivables, retainage, and costs and estimated earnings in excess of billings, all of which constitute a homogenous portfolio, and therefore, to measure the expected credit loss, they are grouped together.

We have elected to calculate an expected credit loss based on loss rates from historical data. Each segment groups financial assets with similar risk characteristics and collectively assesses the expected credit losses. If an individual asset experiences credit deterioration to the extent the credit risk is no longer characteristic of the other assets in the group, it will be analyzed individually. The loss rates for our portfolios include our history of credit loss expense, the aging of our receivables, our expectation of payments and adjustment for forward-looking factors specific to the macroeconomic trends in the markets we serve.

Comprehensive Income (Loss)
Comprehensive income (loss) includes all changes in equity during a period except those resulting from investments by and distributions to stockholders.

Income Taxes
We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recorded for the future income tax consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities, and are measured using enacted tax rates and laws.
 
On a quarterly basis, we evaluate the realizability of our deferred tax assets and reduce such assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, in determining whether a valuation allowance is required. In making this assessment, we consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. If actual future taxable income is different from these estimates, our results could be affected.

We record reserves for income taxes related to certain tax positions when management considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording these reserves, we assume that taxing authorities have full knowledge of the position and all relevant facts. We continually review exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.
Equity Method Investments
We account for investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over an investee but does not grant us control. Significant influence generally exists when an investor owns 20% or more of the voting stock of an incorporated investee or a more than 3% to 5% interest in an unincorporated investee. Under the equity method of accounting, the carrying amount of an investment is initially recorded at cost basis and is subsequently adjusted for our proportionate share of earnings or losses, additional investments in the entity, and distributions. Our proportionate share of earnings or losses is recorded in “Equity method investment income” on our Consolidated Statements of Comprehensive Income.
48

Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and contract assets and liabilities approximate fair values due to their short-term nature. The carrying value of borrowings under our revolving credit facility approximates fair value as its effective interest rate is variable and approximates market rates.

Noncontrolling Interest
In connection with our acquisitions of Edmonson Electric, LLC (“Edmonson”) and Bayonet Plumbing, Heating & Air-Conditioning, LLC (“Bayonet”) in fiscal 2021, and NEXT Electric, LLC (“NEXT”) in fiscal 2017, we acquired an 80 percent interest in each of the entities, with the remaining 20 percent interest in each such entity being retained by the respective third party sellers. The interests retained by those third party sellers are identified on our Consolidated Balance Sheets as noncontrolling interest, classified outside of permanent equity. Under the terms of each entity’s operating agreement, after five years from the date of the acquisition, we may elect to purchase, or the third party seller may require us to purchase, part or all of the remaining 20 percent interest in the applicable entity. The purchase price is variable, based on a multiple of earnings as defined in the operating agreements. Therefore, this noncontrolling interest is carried at the greater of the balance determined under Accounting Standards Codification (“ASC”) 810 and the redemption amounts assuming the noncontrolling interests were redeemable at the balance sheet date.
On June 28, 2024, we purchased the remaining 20 percent noncontrolling interest in Bayonet for $ 32,000 , and on July 1, 2025, we purchased the remaining 20 percent noncontrolling interest in Edmonson for $ 40,000 . As we retained our controlling interest in these companies, the changes in ownership interests were accounted for as equity transactions. The difference between the balance of the noncontrolling interest at the date of redemption of the remaining interests and the consideration paid was recognized in Additional Paid-In Capital in the accompanying Consolidated Balance Sheets and was not reflected in earnings.
If all of the noncontrolling interests remaining outstanding at September 30, 2025 had been redeemable at that date, the redemption amount would have been $ 4,007 .

The activity in redeemable noncontrolling interest is summarized in the table below.

Year Ended September 30,
2025 2024 2023
Balance at beginning of period $ 40,996   $ 49,951   $ 29,193  
Net income attributable to noncontrolling interests 5,867   13,385   11,499  
Distributions to noncontrolling interests ( 8,592 ) ( 16,155 ) ( 11,491 )
Adjustments to record noncontrolling interests at redemption value 3,863   22,695   20,750  
Adjustment to record noncontrolling interests at value of consideration paid to acquire ownership interest 1,873   3,120   — 
Purchase of ownership interest from noncontrolling interests ( 40,000 ) ( 32,000 ) —  
Balance at end of period $ 4,007   $ 40,996   $ 49,951  

Leases
We enter into various contractual arrangements for the right to use facilities, vehicles and equipment. We evaluate whether each of these arrangements contains a lease and classify all identified leases as either operating or finance. If the arrangement is subsequently modified, we re-evaluate our classification. The lease term generally ranges from two to ten years for facilities and three to five years for vehicles and equipment. Our lease terms may include the exercise of renewal or termination options when it is reasonably certain these options will be exercised. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

Upon commencement of the lease, we recognize a lease liability and corresponding right-of-use (“ROU”) asset for all leases with an initial term greater than twelve months. Lease liabilities represent the present value of our future lease payments over the expected lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate as the discount rate in calculating the present value of the lease payments. The incremental borrowing rate is determined by identifying a synthetic credit rating for the consolidated company, where treasury functions are centrally managed, and adjusting the interest rates from associated indexes for differences in credit risk and interest rate risk. ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability with adjustments for prepaid or accrued rent, lease incentives or unamortized initial direct costs. Costs associated with ROU assets are recognized on a straight-line basis over the term of the lease. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.

49

Certain lease contracts include obligations to pay for other services, such as operations and maintenance. Where the costs of these services can be identified as fixed or fixed-in-substance, the costs are included as part of the future lease payments. If the cost is not fixed at the inception of the lease, the cost is recorded as a variable cost in the period incurred.

Accounting Standards Recently Adopted
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This standard requires disclosure of significant segment expenses, other segment items, and additional information about the chief operating decision maker (“CODM”). This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and retrospective application is required. We adopted this standard on October 1, 2024. This update impacted our annual disclosures; it had no impact on our financial condition, results of operations, or cash flows.

Recent Accounting Pronouncements and Disclosure Rules Not Yet Adopted

In December 2023, the FASB issued Accounting Standard Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This standard requires more detailed disclosure within the tax rate reconciliation table, as well as additional information about cash taxes paid. This update is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.

In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures over certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company's definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.

In September 2025, the FASB issued Accounting Standard Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This standard amends the existing standard for capitalizing costs to develop or obtain software for internal use. This update removes the requirement for costs associated with internal-use software projects to be capitalized only at certain stages of development, instead only requiring that management has authorized and committed to funding a software project and that it is probable that the project will be completed and the software will be used for the function intended in order for these costs to be capitalized. This update is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. This update may be applied on a prospective or retrospective basis, or a modified prospective basis for in-process projects. We are evaluating the impact this update will have on our financial condition, results of operations, and cash flows.

3. CONTROLLING SHAREHOLDER

Tontine Associates, L.L.C. (“Tontine Associates”), together with its affiliates (collectively, “Tontine”) is the Company's controlling stockholder, owning approximately 54 percent of the Company’s outstanding common stock based on a Form 4 and a Schedule 13D/A filed by Tontine with the SEC on September 17, 2025 and the Company's shares outstanding as of November 17, 2025. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders.

While Tontine is subject to certain restrictions under federal securities laws on sales of its shares as an affiliate, the Company has filed a resale shelf registration statement to register for resale a majority of the shares of IES common stock owned by Tontine. As long as the resale shelf registration statement remains effective and the Company remains eligible to use it, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings, as described in the resale shelf registration statement and in any prospectus supplement filed in connection with an offering pursuant to the resale shelf registration statement.

Should Tontine, or its underlying individual owners, sell or otherwise dispose of all or a significant portion of its position in IES, a change in ownership of IES could occur. A change of control would trigger the change of control provisions in a number of our material agreements, including our credit agreement, bonding agreements with our sureties and our executive severance plan.

50

Jeffrey L. Gendell was appointed Executive Chairman of the Company effective July 1, 2025 after serving as Chief Executive Officer of the Company from October 1, 2020 to June 30, 2025, and as the Company's Interim Chief Executive Officer from July 31, 2020 to September 30, 2020. Mr. Gendell has also served as a director and as Chairman of the Board of Directors since November 2016. He is the managing member and founder of Tontine, and the brother of David B. Gendell, who has served as a member of our Board of Directors since February 2012, and who previously served as Interim Director of Operations from November 2017 to January 2019, as Vice Chairman of the Board from November 2016 to November 2017 and as Chairman of the Board from January 2015 to November 2016. David B. Gendell was an employee of Tontine from 2004 until January 2018.

The Company is a party to a sublease agreement with Tontine Associates, for corporate office space in Greenwich, Connecticut. In December 2022, the Company entered into an amendment of the sublease agreement, which was set to terminate on February 28, 2023, to extend the term of the agreement through August 31, 2024 and to increase the monthly payments from approximately $ 8 to approximately $ 9 effective March 1, 2023. On August 1, 2024, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2025, effective September 1, 2024. On August 1, 2025, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2026. Payments by the Company are at a rate consistent with that paid by Tontine Associates to its landlord.

On December 6, 2018, the Company entered into a Board Observer Letter Agreement (the "Observer Agreement") with Tontine Associates, in order to assist Tontine in managing its investment in the Company. Subject to the terms and conditions set forth in the Observer Agreement, the Company granted Tontine the right, at any time that Tontine holds at least 20% of the outstanding common stock of the Company, to appoint a representative to serve as an observer to the Board (the “Board Observer”). The Board Observer, who must be reasonably acceptable to those members of the Board who are not affiliates of Tontine, shall have no voting rights or other decision making authority. Subject to the terms and conditions set forth in the Observer Agreement, so long as Tontine has the right to appoint a Board Observer, the Board Observer will have the right to attend and participate in meetings of the Board and the committees thereof, subject to confidentiality requirements, and to receive reimbursement for reasonable out-of-pocket expenses incurred in his or her capacity as a Board Observer and such rights to coverage under the Company’s directors’ and officers’ liability insurance policy as are available to the Company’s directors.

4. REVENUE RECOGNITION

Contracts
Our revenue is derived from contracts with customers, and we determine the appropriate accounting treatment for each contract at its inception. Our contracts primarily relate to electrical and mechanical contracting services, technology infrastructure products and services, and electro-mechanical solutions for industrial operations. Revenue is earned based upon an agreed fixed price or actual costs incurred plus an agreed upon percentage.

We account for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. We consider the start of a project to be when the above criteria have been met and we have written authorization from the customer to proceed.

Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

In our Residential Single-family business and our Infrastructure Solutions Industrial Services business, our contracts are generally in the form of purchase orders issued to us by the customer. We recognize revenue upon completion of the services specified in the purchase order.

We recognize revenue over time for the majority of the services we perform, other than the Residential Single-family and Infrastructure Solutions Industrial Services businesses, as (i) control continuously transfers to the customer as work progresses at a project location controlled by the customer and (ii) we have the right to bill the customer as costs are incurred. Within our Infrastructure Solutions Custom Engineered Solutions business, we often perform work inside our own facilities, where control does not continuously transfer to the customer as work progresses. In such cases, we evaluate whether the work performed creates an asset with alternative use to the Company and whether we have the right to bill the customer as costs are incurred. Such assessment involves an evaluation of contractual termination clauses. Where we are creating an asset with no alternative use and we have a contractual right to payment for work performed to date, we recognize revenue over time. If we do not have such a right, we recognize revenue upon completion of the contract, when control of the work transfers to the customer.

For arrangements where we recognize revenue over time, we generally use the percentage of completion method of accounting under
51

which revenue recognized is measured principally by the costs incurred and accrued to date for each contract as a percentage of the estimated total cost for each contract at completion. Contract costs include all direct material, labor and indirect costs related to contract performance. Changes in job performance, job conditions, estimated contract costs and profitability and final contract settlements may result in revisions to costs and income, and the effects of these revisions are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments and judgments. Revenue for arrangements whose durations are short in nature is recognized when the project is complete and billable to the customer under the right to invoice practical expedient.

Variable Consideration

The transaction price for our contracts may include variable consideration, which includes changes to transaction price for unapproved change orders, claims and incentives. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract. We estimate variable consideration at either the expected probability weighted value or the most likely amount in a range of possible consideration amounts, utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages, if any). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or accounted for as a reduction of the transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue.

Disaggregation of Revenue
We disaggregate our revenue from contracts with customers by activity and contract type, as these categories reflect how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. During the year ended September 30, 2024, we began to disaggregate the revenue from our Residential operating segment's single-family electrical and single-family plumbing & HVAC businesses, which was aggregated under our Residential single-family business in prior periods, to provide more detail about the major product lines significant to our Residential business. Our consolidated revenue for the years ended September 30, 2025, 2024 and 2023 was derived from the following activities. Prior period amounts have been reclassified to conform with the current period presentation, where applicable. See details in the following tables:

Year Ended September 30,
2025 2024 2023
Communications $ 1,140,640   $ 776,474   $ 600,776  
Residential
Single-family Electrical 665,610   732,334   717,386  
Single-family Plumbing & HVAC 325,798   324,911   243,885  
Multi-family and Other 312,961   331,595   318,233  
Total Residential 1,304,369   1,388,840   1,279,504  
Infrastructure Solutions
Industrial Services 98,262   53,291   46,091  
Custom Engineered Solutions 400,462   297,805   171,262  
Total Infrastructure Solutions 498,724   351,096   217,353  
Commercial & Industrial 427,735   367,948   279,594  
Total revenue $ 3,371,468   $ 2,884,358   $ 2,377,227  

52

Year Ended September 30, 2025
Communications Residential Infrastructure Solutions Commercial & Industrial Total
Fixed-price $ 803,930   $ 1,304,369   $ 457,587   $ 372,093   $ 2,937,979  
Time-and-material 336,710   —   41,137   55,642   433,489  
Total revenue $ 1,140,640   $ 1,304,369   $ 498,724   $ 427,735   $ 3,371,468  

Year Ended September 30, 2024
Communications Residential Infrastructure Solutions Commercial & Industrial Total
Fixed-price $ 554,160   $ 1,388,840   $ 336,786   $ 316,365   $ 2,596,151  
Time-and-material 222,314   —   14,310   51,583   288,207  
Total revenue $ 776,474   $ 1,388,840   $ 351,096   $ 367,948   $ 2,884,358  

Year Ended September 30, 2023
Communications Residential Infrastructure Solutions Commercial & Industrial Total
Fixed-price $ 404,684   $ 1,279,504   $ 210,547   $ 241,159   $ 2,135,894  
Time-and-material 196,092   —   6,806   38,435   241,333  
Total revenue $ 600,776   $ 1,279,504   $ 217,353   $ 279,594   $ 2,377,227  

Accounts Receivable

Accounts receivable include amounts which we have billed or have an unconditional right to bill our customers. As of September 30, 2025, accounts receivable included $ 16,461 of unbilled receivables for which we have an unconditional right to bill.

Contract Assets and Liabilities

Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of our performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in our Consolidated Balance Sheets under the caption “Costs and estimated earnings in excess of billings”. Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in our Consolidated Balance Sheets under the caption “Billings in excess of costs and estimated earnings”.

During the years ended September 30, 2025 and 2024, we recognized revenue of $ 147,995 and $ 98,564 related to our contract liabilities at October 1, 2024 and 2023, respectively.
 
We did not have any impairment losses recognized on our receivables or contract assets for the years ended September 30, 2025, 2024 and 2023.

Remaining Performance Obligations

Remaining performance obligations represent the unrecognized revenue value of our contract commitments. New awards represent the total expected revenue value of new contract commitments undertaken during a given period, as well as additions to the scope of existing contract commitments. Our new performance obligations vary significantly each reporting period based on the timing of our major new contract commitments. At September 30, 2025, we had remaining performance obligations of $ 1,686,583 . The Company expects to recognize revenue on approximately $ 1,029,713 of the remaining performance obligations over the next 12 months, with the remaining recognized thereafter.
 
For the year ended September 30, 2025, net revenue recognized from our performance obligations satisfied in previous periods was not material.

53

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

Estimated Useful Lives in Years Year Ended September 30,
2025 2024
Land N/A $ 14,493   $ 9,482  
Buildings and improvements 5 - 20 75,183   55,805  
Machinery and equipment 3 - 10 155,665   117,774  
Information systems 2 - 8 18,327   14,968  
Furniture and fixtures 5 - 7 5,205   2,976  
Construction in progress 12,115   6,578  
Property and equipment, gross $ 280,988   $ 207,583  
Less-Accumulated depreciation ( 97,757 ) ( 73,386 )
Property and equipment, net $ 183,231   $ 134,197  

Depreciation expense, including amortization of internal-use software, was $ 28,948 , $ 19,533 and $ 12,121 , respectively, for the years ended September 30, 2025, 2024 and 2023.

6. PER SHARE INFORMATION

Basic earnings per share is calculated as income (loss) available to common stockholders, divided by the weighted average number of common shares outstanding during the period. If the effect is dilutive, participating securities are included in the computation of basic earnings per share. Our participating securities do not have a contractual obligation to share in the losses in any given period. As a result, these participating securities will not be allocated any losses in the periods of net losses, but will be allocated income in the periods of net income using the two-class method.

The following table reconciles the components of the basic and diluted earnings per share for the years ended September 30, 2025, 2024 and 2023:

Year Ended September 30,
2025 2024 2023
Numerator:
Net income attributable to IES Holdings, Inc. $ 305,975   $ 219,116   $ 108,288  
Increase in noncontrolling interest ( 2,917 ) ( 17,140 ) ( 15,701 )
Net income attributable to restricted shareholders of IES Holdings, Inc. —   —   ( 11 )
Net income attributable to common shareholders of IES Holdings, Inc. $ 303,058   $ 201,976   $ 92,576  

Denominator:
Weighted average common shares outstanding — basic 19,917,463   20,160,143   20,196,850  
Effect of dilutive stock options and non-vested securities 265,334   254,789   216,182  
Weighted average common and common equivalent shares outstanding — diluted 20,182,797   20,414,932   20,413,032  

Earnings per share attributable to common shareholders of IES Holdings, Inc.:
Basic $ 15.22   $ 10.02   $ 4.58  
Diluted $ 15.02   $ 9.89   $ 4.54  

Potentially dilutive securities excluded from the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive:
Employee PSUs 4,789   —   —  

For the years ended September 30, 2025, 2024 and 2023, the average price of our common stock exceeded the exercise price of outstanding stock options; therefore, all of our outstanding stock options were included in the computation of diluted earnings per
54

share. For the years ended September 30, 2025, 2024 and 2023, there were no other unvested performance awards excluded from the calculation of diluted earnings per share because the inclusion of such instruments would have been anti-dilutive.

7. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts payable and accrued expenses consist of the following:
September 30,
2025 2024
Accounts payable, trade $ 209,356   $ 149,381  
Accrued compensation and benefits 160,440   116,465  
Accrued insurance liabilities 12,131   11,158  
Current operating lease liabilities 26,128   21,981  
Income taxes payable
7,449   22,778  
Other accrued expenses 41,142   41,819  
Accounts payable and accrued expenses
$ 456,646   $ 363,582  

8.  DEBT

Prior to January 21, 2025, we were a party to the Third Amended and Restated Credit and Security Agreement (the “Third Credit Agreement”), which provided for a maximum borrowing amount of $150,000 under our revolving credit facility. Borrowings were limited by a borrowing base determined based on available collateral. The Third Credit Agreement, which was scheduled to mature on September 30, 2026, contained customary affirmative, negative and financial covenants.
Fourth Amended and Restated Credit and Security Agreement
On January 21, 2025, we entered into the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, our revolver amount increased from $150,000 to $300,000, and the maturity date was extended from September 30, 2026, to January 21, 2030. In addition, the limitation on borrowings based on available collateral was eliminated under the Amended Credit Agreement.
Under the Amended Credit Agreement, the Company is subject to certain financial covenants including a maximum Consolidated Total Leverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00 and a minimum Consolidated Interest Coverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00. As of September 30 , 2025 , the Company was in compliance with the financial covenants under the Amended Credit Agreement.
We had no outstanding borrowings as of September 30, 2025 or 2024. At September 30, 2025, we had $ 5,545 in outstanding letters of credit and $ 294,455 of availability under our revolving credit facility.
Amounts outstanding bear interest at a rate equal to either (1) the Base Rate (which is the greater of the Federal Funds Rate (as defined in the Amended Credit Agreement) and the Prime Rate (as defined in the Amended Credit Agreement)), (2) the Daily Simple SOFR (as defined in the Amended Credit Agreement) or (3) Term SOFR (as defined in the Amended Credit Agreement), plus, in each case, an interest rate margin, which is determined quarterly based on our Consolidated Total Leverage Ratio, in accordance with the following thresholds:

Pricing Level Consolidated Total Leverage Ratio Interest Margin applicable to Daily Simple SOFR/Term SOFR Interest Margin applicable to Base Rate
I
Greater than or equal to 2.50 to 1.00
2.25 percentage points 1.25 percentage points

II
Greater than or equal to 1.75 to 1.00, but less than 2.50 to 1.00 2.00 percentage points 1.00 percentage points

III
Greater than or equal to 1.00 to 1.00, but less than 1.75 to 1.00
1.75 percentage points 0.75 percentage points

IV Less than 1.00 to 1.00 1.50 percentage points 0.50 percentage points

In addition, we are charged monthly in arrears an unused commitment fee of 0.25% to 0.35% per annum on any unused portion of the revolving credit facility based on the Company's Consolidated Total Leverage Ratio.
The Amended Credit Agreement restricts certain types of transactions when the Company’s Consolidated Total Leverage Ratio, after giving pro forma effect thereto, exceeds 2.75 to 1.00. The Amended Credit Agreement continues to contain other customary affirmative and negative covenants as well as events of default.
55

9.  LEASES

We enter into various contractual arrangements for the right to use facilities, vehicles and equipment. The lease term generally ranges from two to ten years for facilities and three to five years for vehicles and equipment. Our lease terms may include the exercise of renewal or termination options when it is reasonably certain these options will be exercised. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

Current operating lease liabilities were $ 26,128 and $ 21,981 , respectively, as of September 30, 2025 and 2024, and current finance lease liabilities were $ 4,198 and $ 4,563 , respectively, as of September 30, 2025 and 2024. Current operating and finance lease liabilities were included in " Accounts payable and accrued expenses " in the Consolidated Balance Sheets as of September 30, 2025 and 2024. Non-current finance lease liabilities and finance lease right-of-use assets were included in the "Other non-current liabilities" and "Other non-current assets", respectively, in the Consolidated Balance Sheets.

The maturities of our lease liabilities as of September 30, 2025, are as follows:

Operating Leases Finance Leases Total
2026 $ 26,708   $ 4,351   $ 31,059  
2027 21,713   2,607   24,320  
2028 15,827   867   16,694  
2029 11,340   361   11,701  
2030 6,952   68   7,020  
Thereafter 18,750   —   18,750  
Total undiscounted lease payments $ 101,290   $ 8,254   $ 109,544  
Less: imputed interest 13,195   660   13,855  
Present value of lease liabilities $ 88,095   $ 7,594   $ 95,689  

The total future undiscounted cash flows related to lease agreements committed to but not yet commenced as of September 30, 2025, is $ 5,959 .

Lease cost recognized in our Consolidated Statements of Comprehensive Income is summarized as follows:

Year Ended September 30,
2025 2024 2023
Operating lease cost $ 25,040   $ 21,933   $ 18,501  
Finance lease cost
Amortization of lease assets 4,381   4,370   3,603  
Interest on lease liabilities 529   553   746  
Finance lease cost 4,910   4,923   4,349  
Short-term lease cost 2,109   1,558   1,883  
Variable lease cost 6,784   4,518   2,805  
Total lease cost $ 38,843   $ 32,932   $ 27,538  

Other information about lease amounts recognized in our Consolidated Financial Statements is summarized as follows:

Year Ended September 30,
2025 2024 2023
Operating cash flows used for operating leases $ 27,407   $ 24,381   $ 22,022  
Operating cash flows used for finance leases 529   553   746  
Right-of-use assets obtained in exchange for new operating lease liabilities 38,211   21,795   27,491  
Right-of-use assets obtained in exchange for new finance lease liabilities 1,751   1,678   5,973  

56

Year Ended September 30,
2025 2024
Weighted-average remaining lease term - operating leases 5.6 years 3.8 years
Weighted-average remaining lease term - finance leases 2.3 years 2.7 years
Weighted-average discount rate - operating leases 5.1   % 5.5   %
Weighted-average discount rate - finance leases 5.7   % 6.2   %

For a discussion of leases with certain related parties which are included above, see Note 13, “Related-Party Transactions.”

Rent expense was $ 27,149 , $ 23,491 and $ 20,384 for the years ended September 30, 2025, 2024 and 2023, respectively.

10.  INCOME TAXES

Federal and state income tax provisions are as follows:

Year Ended September 30,
2025 2024 2023
Federal:
Current $ 72,037   $ 53,318   $ 27,205  
Deferred 6,184   2,672   4,300  
State:
Current 18,150   14,603   6,370  
Deferred 434   1,572   886  
Total provision for income taxes $ 96,805   $ 72,165   $ 38,761  

Actual income tax expense differs from income tax expense computed by applying the U.S. federal statutory corporate rate to income (loss) before income taxes as follows:

Year Ended September 30,
2025 2024 2023
Provision at the federal statutory rate, including equity method investments $ 85,817   $ 63,980   $ 33,295  
Increase resulting from:
Non-deductible expenses 2,952   2,235   1,634  
State income taxes, net of federal deduction 14,325   11,952   6,338  
Executive compensation, including stock incentives 4,518   2,050   383  
Contingent tax liabilities
—   —   396  
Change in valuation allowance —  138   — 

Other 850   743   —  
Decrease resulting from:
Share-based compensation ( 682 ) ( 601 ) ( 332 )
Noncontrolling interest
( 1,232 ) ( 2,811 ) ( 2,415 )
Change in valuation allowance ( 72 ) —  ( 52 )
Contingent tax liabilities ( 9,671 ) ( 5,521 ) —  

Other —   —   ( 486 )
Total provision for income taxes $ 96,805   $ 72,165   $ 38,761  

57

Deferred income tax provisions result from temporary differences in the recognition of income and expenses for financial reporting purposes and for income tax purposes. The income tax effects of these temporary differences, representing deferred income tax assets and liabilities, result principally from the following:

September 30,
2025 2024
Deferred income tax assets:
Allowance for credit losses $ 1,016   $ 371  
Accrued expenses 21,213   19,415  
Net operating loss carryforward 2,439   2,701  
Various reserves 3,564   2,073  
Intangible assets 7,913   390  
Partnerships
600   7,200  

Share-based compensation 1,570   1,364  

Lease asset 18,981   15,630  
Other 2,706   1,068  
Subtotal 60,002   50,212  
Less valuation allowance 889   961  
Total deferred income tax assets 59,113   49,251  
Deferred income tax liabilities:
Property and equipment 18,182   10,319  

Lease liability 18,832   15,475  
Equity method investments 3,275   —  
Other 2,769   999  
Total deferred income tax liabilities 43,058   26,793  
Net deferred income tax assets $ 16,055   $ 22,458  

In fiscal 2025 and 2024, the valuation allowance on our deferred tax assets decreased by $ 72 and increased by $ 138 , respectively, which is included in “Provision for income taxes” in our Consolidated Statements of Comprehensive Income.

As of September 30, 2025, we had available approximately $ 3,785 of federal net tax operating loss carry forward for federal income tax purposes. This carry forward, which may provide future tax benefits, is subject to an annual limitation of $ 709 under Section 382 of the Internal Revenue Code and will begin to expire in 2029. As of September 30, 2025, we had available approximately $ 41,689 state net tax operating loss carry forwards, which will begin to expire in 2026. We have provided valuation allowances on all net operating losses where it is determined it is more likely than not that they will expire without being utilized.

A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows:
Year Ended September 30,
2025 2024
Balance at beginning of period $ 16,881   $ 22,347  

Additions for positions of prior years 560   1,655  
Reduction resulting from the lapse of the applicable statutes of limitations ( 11,466 ) ( 7,121 )

Balance at end of period $ 5,975   $ 16,881  

As of September 30, 2025 and 2024, there are $ 5,637 and $ 16,881 , respectively, of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. We anticipate that approximately $ 2,855 in liabilities for unrecognized tax benefits, including accrued interest, may be reversed in the next twelve months. The reversal is predominantly due to the expiration of the statute of limitation for unrecognized tax benefits.

We had approximately $ 1,017 and $ 1,452 accrued for the payment of interest and penalties at September 30, 2025 and 2024, respectively. We recognize interest and penalties related to unrecognized tax benefits as part of the provision for income taxes.
 
58

The tax years ended September 30, 2022, and forward are subject to federal audit as are tax years prior to September 30, 2022, to the extent of unutilized net operating losses generated in those years. The tax years ended September 30, 2021, and forward are subject to state audits as are tax years prior to September 30, 2021, to the extent of unutilized net operating losses generated in those years.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (the “Act”), a comprehensive legislative package that includes significant changes to federal tax policy. The Act, among other corporate provisions, includes the permanent extension of 100% bonus depreciation and the repeal of mandatory capitalization of domestic research and experimental expenditures. For the year ended September 30, 2025, there were no material impacts to earnings resulting from the Act.

11. OPERATING SEGMENTS

We manage and measure performance of our business in four distinct operating segments: Communications, Residential, Infrastructure Solutions and Commercial & Industrial. These segments are reflective of how the Company’s CODM reviews operating results for the purposes of allocating resources and assessing performance. The CODM primarily uses “Income (loss) from operations” for each operating segment to assess performance and decide how to allocate resources. Investment gains and losses and certain other corporate income and expense items are not considered in assessing the financial performance of operating businesses. In evaluating performance of the operating businesses, the CODM may compare actual income from operations for a segment to its forecast or prior year results. The Company’s CODM is its Chief Executive Officer.

Transactions between segments, if any, are eliminated in consolidation. Our corporate office provides general and administrative services, as well as support services, to our four operating segments. Management allocates certain shared costs among segments for selling, general and administrative expenses and depreciation expense.

Segment information for the years ended September 30, 2025, 2024 and 2023 is as follows:

Year Ended September 30, 2025
Communications Residential Infrastructure Solutions Commercial & Industrial Corporate Total
Revenues $ 1,140,640   $ 1,304,369   $ 498,724   $ 427,735   $ —   $ 3,371,468  
Cost of services 876,037   967,920   327,202   340,812   —   2,511,971  
Gross profit 264,603   336,449   171,522   86,923   —   859,497  
Selling, general and administrative 98,187   232,789   51,813   39,695   52,494   474,978  

Contingent consideration —   —   1,145   —   —   1,145  
Loss (gain) on sale of assets ( 89 ) ( 132 ) 97   ( 31 ) —   ( 155 )
Income (loss) from operations $ 166,505   $ 103,792   $ 118,467   $ 47,259   $ ( 52,494 ) $ 383,529  
Other data:
Depreciation and amortization expense $ 5,481   $ 23,320   $ 14,420   $ 2,792   $ 928   $ 46,941  
Capital expenditures $ 27,899   $ 11,351   $ 12,046   $ 11,300   $ 4,657   $ 67,253  
Total assets $ 439,919   $ 356,539   $ 355,087   $ 113,123   $ 330,993   $ 1,595,661  

Year Ended September 30, 2024
Communications Residential Infrastructure Solutions Commercial & Industrial Corporate Total
Revenues $ 776,474   $ 1,388,840   $ 351,096   $ 367,948   $ —   $ 2,884,358  
Cost of services 623,844   1,024,440   245,743   293,741   —   2,187,768  
Gross profit 152,630   364,400   105,353   74,207   —   696,590  
Selling, general and administrative 65,752   228,371   37,394   32,925   32,242   396,684  

Contingent consideration —   36   678   —   —   714  
Gain on sale of assets ( 18 ) ( 1,354 ) ( 184 ) ( 114 ) ( 14 ) ( 1,684 )
Income (loss) from operations $ 86,896   $ 137,347   $ 67,465   $ 41,396   $ ( 32,228 ) $ 300,876  
Other data:
Depreciation and amortization expense $ 3,627   $ 20,752   $ 9,783   $ 2,028   $ 913   $ 37,103  
Capital expenditures $ 13,493   $ 15,620   $ 8,916   $ 5,205   $ 1,925   $ 45,159  
Total assets $ 285,478   $ 395,682   $ 288,765   $ 89,023   $ 185,078   $ 1,244,026  

59

Year Ended September 30, 2023
Communications Residential Infrastructure Solutions Commercial & Industrial Corporate Total
Revenues $ 600,776   $ 1,279,504   $ 217,353   $ 279,594   $ —   $ 2,377,227  
Cost of services 494,964   1,026,524   162,905   248,295   —   1,932,688  
Gross profit 105,812   252,980   54,448   31,299   —   444,539  
Selling, general and administrative 54,344   169,737   26,260   25,225   23,059   298,625  

Contingent consideration —   277   —   —   —   277  
Loss (gain) on sale of assets 12   69   ( 1,029 ) ( 13,198 ) 7   ( 14,139 )
Income (loss) from operations $ 51,456   $ 82,897   $ 29,217   $ 19,272   $ ( 23,066 ) $ 159,776  
Other data:
Depreciation and amortization expense $ 2,215   $ 19,281   $ 5,198   $ 1,640   $ 1,073   $ 29,407  
Capital expenditures $ 2,203   $ 9,114   $ 2,767   $ 2,525   $ 1,058   $ 17,667  
Total assets $ 205,924   $ 386,829   $ 180,871   $ 87,677   $ 120,299   $ 981,600  

12. STOCKHOLDERS’ EQUITY

Equity Incentive Plan

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. The Equity Incentive Plan was amended and restated effective February 20, 2025 following approval by stockholders at the Company's 2025 Annual Meeting of Stockholders to, among other things, authorize the issuance of an additional 750,000 shares under the Equity Incentive Plan and extend its term to February 19, 2035. As of September 30, 2025, approximately 1,265,801 shares were available for issuance under the Equity Incentive Plan.

We measure and record compensation expense for all share-based payment awards based on the fair value of the awards granted at the date of grant. The fair value of restricted stock awards and phantom stock unit awards is determined based on the number of shares granted and the closing price of IES’s common stock on the date of grant. For awards vesting upon achievement of a market condition, the likelihood of achieving that market condition is considered in determining the fair value of the grant, which we expense ratably over the vesting period. For awards vesting upon achievement of a performance condition, we record expense based on the grant date fair value when it becomes probable the performance condition will be achieved. Forfeitures are recorded in the period in which they occur. The resulting compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

Stock Repurchase Program

In 2015, our Board authorized a stock repurchase program for the purchase from time to time of up to 1.5 million shares of the Company’s common stock, and in 2019, our Board authorized the repurchase from time to time of an additional 1.0 million shares of the Company's common stock under the stock repurchase program. In December 2022, our Board of Directors terminated our previous stock repurchase program and authorized a new $ 40,000 stock repurchase program. On July 31, 2024, the Board authorized a new $ 200,000 stock repurchase program after the $ 40,000 stock repurchase program was fully utilized. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under predetermined terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice.

We repurchased 173,262 and 289,284 shares of our common stock in open market transactions at an average price of $ 174.25 and $ 136.34 per share during the years ended September 30, 2025 and 2024, respectively.

Treasury Stock

During the year ended September 30, 2025, we issued 94,799 shares of treasury stock to employees and repurchased 38,744 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom
60

stock units under the Equity Incentive Plan. We also repurchased 173,262 shares of common stock on the open market pursuant to our stock repurchase program.

During the year ended September 30, 2024, we issued 104,600 shares of treasury stock to employees and repurchased 40,308 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. We also repurchased 289,284 shares of common stock on the open market pursuant to our stock repurchase program. During the year ended September 30, 2024, we issued 2,500 unrestricted shares to satisfy the exercise of outstanding options, of which 56 shares were repurchased to pay the exercise price of options.

Restricted Stock

We did not have any unvested restricted stock awards outstanding or related activity during the years ended September 30, 2025 and 2024. A summary of restricted stock awards for the year ended September 30, 2023 is provided in the table below:

Year Ended September 30,
2023
Unvested at beginning of year 13,639  
Granted —  
Vested ( 13,373 )
Forfeited ( 266 )
Unvested at end of year —  

The fair value of shares vesting during the year ended September 30, 2023 was $ 461 . Fair value was calculated as the number of shares vested times the market price of shares on the date of vesting.

All the restricted shares granted under the Equity Incentive Plan (vested or unvested) participate in dividends issued to common shareholders, if any.

Director Phantom Stock Units

Director phantom stock units (“Director PSUs”) are primarily granted to the members of the Board of Directors as part of their overall compensation. These Director PSUs are contractual rights to receive one share of the Company's common stock and are paid via unrestricted stock grants to each director upon their departure from the Board of Directors. We record compensation expense for the full value of the grant on the date of grant.

Employee Phantom Stock Units

An employee phantom stock unit (an “Employee PSU”) is a contractual right to receive one share of the Company’s common stock. Depending on the terms of each grant, Employee PSUs may vest upon the achievement of certain specified performance objectives and continued performance of services, or may vest based on continued performance of services through the vesting date.

The vesting of these awards is subject to either the achievement of specified levels of cumulative net income before taxes (a performance condition) or specified stock price levels (a market condition) and continued performance of services, or based on continued performance of services through the vesting date alone. For stock awards where vesting depends on achievement of a performance condition, we record expense when we conclude it is probable that the performance condition will be met. At September 30, 2025, it is deemed probable that the portion of the awards that vest based on performance conditions will vest.

61

A summary of Employee PSU activity for the year ended September 30, 2025, which are subject to the achievement of certain performance metrics, is provided in the table below:

Shares Weighted-Average Grant Date Fair Value
Unvested at September 30, 2024
300,301   $ 47.72  
Granted 103,599   248.33  
Vested ( 94,752 ) 38.50  
Forfeited ( 2,393 ) 83.73  
Unvested at September 30 , 2025
306,755   $ 118.04  

A summary of the compensation expense related to our stock awards recognized during the years ended September 30, 2025, 2024 and 2023 is provided in the table below:

Year Ended September 30,
2025 2024 2023
Restricted stock awards $ —   $ —   $ 23  
Director PSUs $ 676   $ 495   $ 386  
Employee PSUs $ 12,255   $ 5,037   $ 3,963  

13. RELATED-PARTY TRANSACTIONS

The Company is a party to a sublease agreement with Tontine Associates, for corporate office space in Greenwich, Connecticut. In December 2022, the Company entered into an amendment of the sublease agreement, which was set to terminate on February 28, 2023, to extend the term of the agreement through August 31, 2024 and to increase the monthly payments from approximately $ 8 to approximately $ 9 effective March 1, 2023. On August 1, 2024, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2025, effective September 1, 2024. On August 1, 2025, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2026. Payments by the Company are at a rate consistent with that paid by Tontine Associates to its landlord. See Note 3, “Controlling Shareholder” for additional information regarding Tontine.

14. EMPLOYEE BENEFIT PLANS

401(k) Plan

In November 1998, we established the IES Holdings, Inc. 401(k) Retirement Savings Plan. All full-time IES employees are eligible to participate on the first day of the month subsequent to completing sixty days of service and attaining age twenty-one. Participants become vested in our matching contributions following three years of service. We also maintain several subsidiary retirement savings plans. We recognized $ 7,414 , $ 6,163 , and $ 5,309 in matching expenses in fiscal years 2025, 2024 and 2023, respectively.

Executive Savings Plan

Under the Executive Deferred Compensation Plan adopted on July 1, 2004 (the “Executive Savings Plan”), certain employees are permitted to defer a portion (up to 75%) of their base salary and/or bonus for a plan year. The Human Resources and Compensation Committee of the Board of Directors may, in its sole discretion, credit one or more participants with an employer deferral (contribution) in such amount as the Committee may choose (“Employer Contribution”). The Employer Contribution, if any, may be a fixed dollar amount, a fixed percentage of the participant’s compensation, base salary, or bonus, or a “matching” amount with respect to all or part of the participant’s elective deferrals for such plan year, and/or any combination of the foregoing as the Committee may choose. No compensation earned during the years ended September 30, 2025, 2024 and 2023 was deferred under this plan.

Multiemployer Pension Plan

The Infrastructure Solutions segment participates in a multiemployer direct benefit pension plan for employees covered under one of our collective bargaining agreements. We do not administer the plan. We do not significantly participate in this plan. As of December 31, 2024, this plan was funded at 95.02 %.
62

15. INVESTMENTS
Investments in Marketable Securities

Investments in marketable equity and debt securities classified as trading securities, which were included in “Marketable securities” in our Consolidated Balance Sheets, are measured at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy, because we use quoted prices of identical assets in active markets. For more information, refer to Note 16, “Fair Value Measurements.” The balance of our marketable securities was as follows:

September 30,
2025 2024
Marketable equity securities 104,587   31,639  
Marketable debt securities —   3,364  
Marketable securities 104,587   35,003  

Gains and losses to measure our investments in marketable equity and debt securities at fair value were included in “Other income, net” on our Consolidated Statements of Comprehensive Income. Our unrealized net gains (losses), which are calculated as total net gains (losses) recognized during the period less net gains (losses) recognized on securities sold during the period, were as follows:

Year Ended September 30,
2025 2024 2023
Unrealized gain on equity securities $ 7,485   $ 1,492   $ —  
Unrealized gain on debt securities —   297   —  
Total unrealized gain on trading securities $ 7,485   $ 1,789   $ —  

Equity Method Investments
On December 2, 2024, we paid $ 44,900 to acquire a 12.5 % membership interest in Jett Texas Company LLC (“Jett”), an investment company, as part of the financing of Jett's investment in the CB&I storage solutions business, a designer and builder of storage facilities, tanks and terminals for energy and industrial markets. Our investment, which was included in “Investments” on our Consolidated Balance Sheets, is measured using the equity method of accounting, wherein the carrying value of our investment is initially recorded at cost basis and subsequently adjusted for our proportionate share of earnings or losses, additional investments, and distributions. We recorded $ 14,762 in earnings from our investment in Jett for the year ended September 30 , 2025 , and the carrying value of our investment in Jett was $ 59,662 at September 30 , 2025 .

16. FAIR VALUE MEASUREMENTS

 
Fair value is considered the price to sell an asset, or transfer a liability, between market participants on the measurement date. Fair value measurements assume that (1) the asset or liability is exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value.

At September 30, 2025, financial assets and liabilities measured at fair value on a recurring basis were limited to investments in equity securities and debt securities classified as trading securities, our Executive Savings Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the plan), and contingent consideration liabilities related to certain of our acquisitions.

63

Financial assets (liabilities) measured at fair value on a recurring basis as of September 30, 2025 and 2024, are summarized in the following tables by the type of inputs applicable to the fair value measurements:
September 30 , 2025
Total Fair Value Quoted Prices (Level 1) Significant Unobservable (Level 3)
Equity securities $ 104,587   $ 104,587   $ — 

Executive savings plan assets 1,120   1,120   — 
Executive savings plan liabilities ( 984 ) ( 984 ) — 
Contingent consideration liability ( 2,113 ) —  ( 2,113 )
Total $ 102,610   $ 104,723   $ ( 2,113 )

September 30, 2024
Total Fair Value Quoted Prices (Level 1) Significant Unobservable (Level 3)
Equity securities $ 31,639   $ 31,639   $ — 
Debt securities classified as trading securities 3,364   3,364   — 
Executive savings plan assets 986   986   — 
Executive savings plan liabilities ( 852 ) ( 852 ) — 
Contingent consideration liability ( 3,468 ) —  ( 3,468 )
Total $ 31,669   $ 35,137   $ ( 3,468 )

On April 1, 2024 , we entered into a contingent consideration arrangement valued at $ 2,790 in connection with the acquisition of Greiner Industries, Inc. (“Greiner”). A portion of the contingent consideration obligation related to Greiner was settled in cash for $ 2,500 in September 2025. The fair value of this liability, which was included in “Accounts payable and accrued expenses” in our Consolidated Balance Sheets, is measured on a recurring basis classified within Level 3 of the fair value hierarchy. The contingent consideration obligation related to Bayonet, which was acquired in fiscal year 2021, was settled in cash for $ 4,500 in December 2023. Net adjustments to fair value of such liabilities related to Greiner and Bayonet were included in Contingent consideration in our Consolidated Statements of Comprehensive Income.
The table below presents the change in fair value of liabilities measured using significant unobservable inputs (Level 3).

Contingent Consideration Agreement
Fair value at September 30, 2023 $ ( 4,465 )
Acquisitions ( 2,790 )
Net adjustments to fair value $ ( 713 )
Settlements 4,500  
Fair value at September 30, 2024 $ ( 3,468 )

Net adjustments to fair value ( 1,145 )
Settlements 2,500  
Fair value at September 30, 2025 $ ( 2,113 )

Below is a description of the inputs used to value the assets summarized in the preceding tables:

Level 1 — Inputs represent unadjusted quoted prices for identical assets exchanged in active markets.

Level 2 — Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets exchanged in active or inactive markets; quoted prices for identical assets exchanged in inactive markets; and other inputs that are considered in fair value determinations of the assets.

Level 3 — Inputs include unobservable inputs used in the measurement of assets. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or related observable inputs that can be corroborated at the measurement date.
64

17. INVENTORY

Inventories consist of the following components:

September 30,
2025 2024
Raw materials $ 30,231   $ 14,078  
Work in process 10,546   12,494  
Finished goods 8,158   4,389  
Parts and supplies 62,601   70,767  
Total inventories $ 111,536   $ 101,728  

18. GOODWILL AND INTANGIBLE ASSETS

 
Goodwill

The following summarizes changes in the carrying value of goodwill by segment during the year ended September 30, 2025:

Communications Residential Infrastructure Solutions Commercial & Industrial Total

Balance at September 30, 2024
2,816   51,370   39,774   —   93,960  
Acquisitions (Note 20) 9,520   —   4,350   —   13,870  

Balance at September 30, 2025
$ 12,336   $ 51,370   $ 44,124   $ —   $ 107,830  

Based on the results of our annual goodwill impairment assessment at September 30, 2025, we concluded the fair value of each of our reporting units exceeded its book value, and therefore we recorded no impairment charges for the year ended September 30, 2025.

As of September 30, 2025 and 2024, we had accumulated impairment losses of $ 6,976 related to our Commercial & Industrial segment.
Intangible Assets

Intangible assets consist of the following:
September 30 , 2025
Estimated Useful Lives (in Years) Gross Carrying Amount Accumulated Amortization Net
Trademarks/trade names 5 - 20 $ 16,199   $ ( 8,549 ) $ 7,650  
Technical library 20 400   ( 241 ) 159  
Customer relationships 1 - 15 98,372   ( 66,024 ) 32,348  
Non-competition arrangements 5 940   ( 31 ) 909  
Backlog and construction contracts 1 - 2 1,257   ( 678 ) 579  
Total $ 117,168   $ ( 75,523 ) $ 41,645  

September 30, 2024
Estimated Useful Lives (in Years) Gross Carrying Amount Accumulated Amortization Net
Trademarks/trade names 5 - 20 $ 13,821   $ ( 6,964 ) $ 6,857  
Technical library 20 400   ( 221 ) 179  
Customer relationships 1 - 15 92,796   ( 54,478 ) 38,318  

Backlog and construction contracts 1 - 2 750   ( 214 ) 536  
Total $ 107,767   $ ( 61,877 ) $ 45,890  

65

For the years ended September 30, 2025, 2024 and 2023, amortization expense of intangible assets was $ 13,646 , $ 13,200 and $ 13,684 , respectively. Our estimated future amortization expense is as follows:

Year Ending September 30,
2026 $ 13,426  
2027 9,879  
2028 6,789  
2029 4,064  
2030 3,186  
Thereafter 4,300  
Total $ 41,645  

19 . COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time we are a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. We maintain various insurance coverages to minimize financial risk associated with these proceedings. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our financial position, results of operations or cash flows. With respect to all such proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We expense routine legal costs related to these proceedings as they are incurred.

In the course of performing work as a subcontractor, from time to time we may be involved in projects which are the subject of contractual disputes between the general contractor and project owner, or between us and the general contractor. In such cases, payment of amounts owed to us by the general contractor may be delayed as contractual disputes are resolved through mediation, arbitration, or litigation. Such disputes may cause us to incur legal fees and other expenses to enforce our contractual rights, and we may not prevail in recovering all amounts to which we believe we are contractually entitled.

Risk Management
We retain the risk for workers’ compensation, employer’s liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insured parties under our insurance policies. Losses are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. As a result, many of our claims are effectively self-insured. Many claims against our insurance are in the form of litigation. At September 30, 2025 and 2024, we had $ 12,131 and $ 11,158 , respectively, accrued for self-insurance liabilities. Because the reserves are based on judgment and estimates, and involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates.

Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral. This is common in the insurance industry. To date, we have not had a situation where an underwriter has had reasonable cause to effect payment under a letter of credit. At September 30, 2025 and 2024, we utilized $ 5,545 and $ 4,756 , respectively, of our outstanding letters of credit to collateralize our insurance program.

Surety

As of September 30, 2025, the estimated cost to complete our bonded projects was approximately $ 199,767 . We evaluate our bonding requirements on a regular basis, including the terms offered by our sureties. We believe the bonding capacity presently provided by our current sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future.

Other Commitments and Contingencies

Some of our customers and vendors require us to post letters of credit, or provide intercompany guarantees, as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the letter of credit.

From time to time, we may enter into firm purchase commitments for materials, such as copper or aluminum wire, which we expect to use in the ordinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum
66

quantities of materials at specific intervals at a fixed price over the term. As of September 30, 2025, we had firm commitments of $13,413 outstanding under agreements to purchase materials over the next 12 months in the ordinary course of business.

20 . BUSINESS COMBINATIONS AND DIVESTITURES

Business Combinations

The Company completed three acquisitions during the year ended September 30 , 2025 for total aggregate cash consideration of $ 51,826 .
• Arrow Engine Company (“Arrow”) - On January 31, 2025, we acquired 100% of the equity interests of Arrow, a Tulsa, Oklahoma-based provider of engines, generator sets, compressors, and replacement parts primarily for the natural gas production market, from TriMas Corporation. Arrow is part of our Infrastructure Solutions segment and continues to operate under the Arrow name.
• Qypsys, LLC (“Qypsys”) - On July 31, 2025, we acquired 100% of the equity interests of Qypsys, a Tampa, Florida-based provider of wireless network infrastructure, including fiber-based LANs and flexible cellular coverage solutions such as distributed antenna systems. Qypsys is part of our Communications segment and continues to operate under the Qypsys name.
• Wisconsin Heavy Fabrication (“WHF”) - On September 8, 2025, we acquired certain assets comprising an industrial fabrication business in Manitowoc, Wisconsin from Broadwind, Inc., and formed WHF, a new 100% owned subsidiary of our Infrastructure Solutions segment. This acquisition expands manufacturing capacity for our Custom Engineered Solutions business.
The Company accounted for the transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuation of the assets acquired and liabilities assumed is as follows:

Trade receivables
$ 5,806  
Inventories 13,957  
Other current assets
602  
Operating right of use assets 15,744  
Property and equipment 13,490  
Intangible assets 9,401  
Goodwill 13,870  
Current liabilities ( 6,909 )
Operating long-term lease liabilities ( 12,946 )
Other non-current liabilities ( 1,189 )

Net assets acquired $ 51,826  

In connection with these acquisitions, we acquired goodwill of $ 13,870 , of which $ 12,512 is tax deductible, attributable to an assembled workforce and other intangibles that do not qualify for separate recognition. The intangible assets acquired primarily consisted of customer relationships, backlog, trade names and non-competition agreements with a total weighted-average amortization period of 7.99 years.

These acquisitions contributed $ 17,478 in revenue and $ 1,910 in operating income during the year ended September 30 , 2025 .

On April 1, 2024, the Company acquired 100 % of the equity interests of Greiner, a Mount Joy, Pennsylvania-based structural steel fabrication and services company for an aggregate total purchase price of $ 70,334 . Greiner is part of our Infrastructure Solutions segment and continues to operate under the Greiner name. In addition to cash consideration, net of cash acquired, of $ 67,544 , the aggregate purchase price also included contingent consideration of up to $ 5,000 upon achievement of certain future earnings targets, which was valued at $ 2,790 as of the date of the acquisition.
We completed no acquisitions in fiscal year 2023.

67

Divestitures

We completed no divestitures in fiscal years 2025 and 2024.

On October 7, 2022, we sold 100 % of the membership interests of STR Mechanical, LLC and its subsidiary Technical Services II, LLC (collectively, “STR”). As a result, we recognized a pre-tax gain of $ 13,045 , which was included in “ Gain on sale of assets ” within our Consolidated Statements of Comprehensive Income for the year ended September 30, 2023. The disposition of STR, which had operated as part of our Commercial & Industrial segment, will not have a material impact on our ongoing results of operations or financial position.

21. SUBSEQUENT EVENTS

On November 7, 2025 , we entered into a definitive agreement with Gulf Island Fabrication, Inc. (“Gulf Island”) (NASDAQ: GIFI) providing for our acquisition of Gulf Island, a steel fabricator and service provider to the industrial, energy and government sectors. Under the terms of the agreement, we will pay $ 12.00 in cash per Gulf Island share, or an aggregate equity value of approximately $ 192 million. The transaction is currently expected to close in the quarter ending March 31, 2026 subject to Gulf Island shareholder approval, regulatory approvals (including clearance under the Hart-Scott-Rodino Antitrust Improvements Act) and other customary closing conditions.
68

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In the fiscal year ended September 30, 2024, we began planning and preparing for our phased implementation of a new enterprise resource planning (“ERP”) system, which will replace and upgrade many of our existing financial systems and processes. The ERP system is designed to accurately maintain our financial records and provide timely information to management to be used in operating the business. The first phase was implemented in the quarter ended December 31, 2024 and the Company continued working toward the next phase of the implementation throughout the remainder of fiscal 2025. Upon the first phase implementation, the Company updated its internal controls as appropriate. As the implementation activities take place, we will continue to monitor the impact of the implementation on our financial reporting business processes and evaluate each quarter whether there are changes that affect our internal control over financial reporting.
Disclosure Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s Management and Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 framework). Based on this assessment, our management determined that our disclosure controls and procedures were effective as of September 30, 2025.
Ernst & Young LLP (PCAOB No. 42), an independent registered public accounting firm that has audited the Company’s financial statements as of and for the three-year period ended September 30, 2025 , has issued a report on their audit of management’s internal control over financial reporting, which is included herein.

Item 9B. Other Information

Rule 10b5-1 Trading Arrangements

From time to time, members of the Company's Board of Directors and officers of the Company may enter into Rule 10b5-1 trading plans, which allow for the purchase or sale of common stock under pre-established terms at times when directors and officers might otherwise be prevented from trading under insider trading laws or because of self-imposed blackout periods. Such trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company's Insider Trading Policy. During the three months ended September 30 , 2025 , none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
69

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required to be included in Item 10 of Part III of this Annual Report on Form 10-K is incorporated by reference from the section entitled "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K and the sections entitled “Security Ownership of Certain Beneficial Owners and Management,” “Report of the Audit Committee” and “Election of Directors” in the Company’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC no later than January 28, 2026.

Item 11. Executive Compensation

The information required to be included in Item 11 of Part III of this Annual Report on Form 10-K is incorporated by reference from the section entitled “Executive Compensation” in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Certain information required to be included in Item 12 of Part III of this Annual Report on Form 10-K is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Securities Authorized for Issuance Under Equity Plans

The following table provides information as of September 30, 2025 with respect to shares of our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of the Board of Directors under the Company’s existing equity compensation plans. For additional information about our equity compensation plans, see Note 12, “Stockholders’ Equity” in the notes to our Consolidated Financial Statements.

Equity Compensation Plan Information
Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders 306,755  $ —  1,265,801  (1)
Equity compensation plans not approved by security holders —  $ —  — 

(1) Represents shares available for issuance under the Company's 2006 Equity Incentive Plan, as amended and restated effective February 20, 2025 (the “ Amended Plan ” ). This plan provides for the granting or awarding of stock options, stock, restricted stock and other forms of equity to employees (including officers), consultants and directors of the Company. This includes 306,755 shares that may be issued pursuant to outstanding performance based phantom stock units ("PPSUs") based on achievement of performance metrics, where applicable, and otherwise assuming the target award is met.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required to be included in Item 13 of Part III of this Annual Report on Form 10-K is incorporated by reference from the section entitled “Certain Relationships and Related Person Transactions” in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required to be included in Item 14 of Part III of this Form 10-K is incorporated by reference from the section entitled “Audit Fees” in the Proxy Statement.
70

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)    Financial Statements and Supplementary Data, Financial Statement Schedules and Exhibits

1. Financial Statements: See Index to Financial Statements under Item 8. “ Financial Statements and Supplementary Data” of this Form 10-K.
2. Financial Schedules: Schedules are omitted because they are not required, not significant, not applicable or the information is shown in the Consolidated Financial Statements.

(b)    Exhibits

Exhibit
No.
Description
3.1 — Second Amended and Restated Certificate of Incorporation of IES Holdings, Inc., as amended by the Certificate of Amendment thereto, effective May 24, 2016 (composite). (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2016)

3.2 — Certificate of Designations of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 28, 2013)

3.3 — Certificate of Elimination of Series A Junior Participating Preferred Stock of IES Holdings, Inc., as filed with the Secretary of State of the State of Delaware on May 24, 2021 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 24, 2021)

3.4 — Amended and Restated Bylaws of IES Holdings, Inc., effective April 28, 2021 (Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on April 30, 2021)

4.1 — Specimen common stock certificate. (Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed December 9, 2016)

4.2 — Registration Rights Agreement, dated May 12, 2006, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), Tontine Capital Partners, L.P. and certain of its affiliates and Southpoint Master Fund, L.P. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed May 17, 2006)

4.3 — First Amendment to Registration Rights Agreement, dated September 11, 2007, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), Tontine Capital Partners, L.P. and certain of its affiliates (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed December 14, 2012)

4.4 —
Description of Registrant's Securities (Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 10-K filed on December 7, 2023).

10.1 — Agreement of Indemnity, dated May 7, 2010, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania and any and all of their affiliates, subsidiaries, successors and assigns. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 13, 2010)

10.2 — Amendment No. 1 to Agreement of Indemnity, dated August 16, 2012, between Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania, and any and all of their affiliates, subsidiaries, successors and assigns (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 17, 2012)

10.3 — Agreement of Indemnity, September 9, 2016, by IES Holdings, Inc. and certain of its present and future subsidiaries and affiliates and Everest Reinsurance Company and Everest National Insurance Company, and their affiliated, associated and subsidiary companies, successors and assigns. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 13, 2016)

10.4 — General Agreement of Indemnity, July 14, 2017, by IES Holdings, Inc. and certain of its present and future subsidiaries and affiliates and Travelers Casualty and Surety Company of America, St. Paul Fire and Marine Insurance Company, and their affiliated, associated and subsidiary companies, successors and assigns. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 14, 2017)

10.5 — Agreement of Indemnity, dated August 17, 2020, by IES Holdings, Inc. and certain of its current and future subsidiaries and affiliates and United States Fire Insurance Company and its affiliated, associated and subsidiary companies, successors and assigns (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 20, 2020)

71

10.6 — Third Amended and Restated Credit and Security Agreement, dated April 28, 2022 by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association, as Administrative Agent. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on April 29, 2022).

10.7— Amendment No. 1 to Third Amended Restated Credit and Security Agreement, dated April 28, 2022 by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein, Wells Fargo Bank, National Association, as Administrative Agent, and Fifth Third Bank, National Association (Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed December 6, 2022)

10.8 — Fourth Amended and Restated Credit Agreement by and among the Company and each of the other borrowers and guarantors named therein with Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Wells Fargo Securities LLC and Fifth Third Bank, National Association as joint lead arrangers and joint bookrunners and other financial institutions party thereto as lenders. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 22, 2025)

10.9 — Sublease Agreement between Tontine Associates, L.L.C. and IES Shared Services, Inc., dated March 29, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2012)

10.10 — First Amendment between Tontine Associates, L.L.C., IES Shared Services, Inc. and IES Management ROO, LP, dated as of March 31, 2016, to Sublease Agreement between Tontine Associates, L.L.C., and IES Shared Services, Inc., dated March 29, 2012. (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 9, 2016)

10.11 — Fifth Amendment, dated as of August 1, 2024, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016, May 1, 2019, November 5, 2019 and December 15, 2022, between Tontine Associates, L.L.C. and IES Management ROO, LP. (Incorporated by reference to Exhibit 10. 10 to the Company’s Annual Report on Form 10- K filed November 22, 2024 )

(1) 10.12 —
Six t h Amendment, dated as of August 1, 2025, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016, May 1, 2019, November 5, 2019, December 15, 2022, and August 1, 2024, between Tontine Associates, L.L.C. and IES Management ROO, LP.

10.13 — Board Observer Letter Agreement between Tontine Associates, L.L.C. and IES Holdings, Inc., dated December 6, 2018 (Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed December 7, 2018)

*10.14 — Term Life Insurance Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 17, 2007)

*10.15 — Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) 2006 Equity Incentive Plan, as amended and restated through 2007 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 17, 2007)

*10.16 — Form of Performance-Based Phantom Stock Unit Award Agreement under the Company’s 2006 Equity Incentive Plan, as amended and restated through 2007 (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed February 8, 2016)

*10.17 — Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed December 28, 2015)

*10.18 — Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated 2006 Equity Incentive Plan (as of February 20 , 20 25 ) (Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed January 7 , 2025 )

*10.19 — Form of Phantom Stock Unit Award under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 9, 2016)

*10.20 — Form of Stock Option Award Agreement under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 9, 2016)

*10.21 — Form of Restricted Stock Award Agreement under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 9, 2016)

*10.22 — Amended and Restated 2009 Deferred Compensation Plan (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed December 15, 2008)

*10.23 — Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Long Term Incentive Plan, as amended and restated. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 23, 2009)

*10.24 — IES Holdings, Inc. Second Amended and Restated Executive Officer Severance Benefit Plan, effective April 29, 2021 (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed April 30, 2021)

72

*10.25 — Form of Phantom Stock Unit Award under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016), dated February 6, 2019 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

*10.26 — IES Holdings, Inc. Short-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March, 5, 2019)

*10.27 — IES Holdings, Inc. Long-Term Incentive Plan Annual Grant Program (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March, 5, 2019)

*10.28 — Form of IES Holdings, Inc. Amended and Restated 2006 Equity Incentive Plan Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed February 4, 2020)

*10.29 — Form of IES Holdings, Inc. Amended and Restated 2006 Equity Incentive Plan Phantom Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed February 4, 2020)

*10.30 — Form of Cumulative Income Restricted Stock Award Agreement under the Company’s 2006 Equity Incentive Plan (as of February 9, 2016), dated March 4, 2019 (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

*10.31 — Long-Term Incentive Plan Annual Grant Program (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 6, 2019)

*10.32 — Compensation Letter between IES Holdings, Inc. and Mr. Jeffrey L. Gendell as Chief Executive Officer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 5, 2020)

*10.33 — Phantom Stock Unit Award Agreement dated as of December 3, 2021, by and between the Company and Matthew Simmes (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 3, 2021)

*10.34 — Phantom Stock Unit Award Agreement dated as of December 1, 2021, by and between the Company and Jeffrey Gendell (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 3, 2021)

*10.35 — Form of Time-Based Phantom Stock Unit under the Company's Amended and Restated 2006 Equity Incentive Plan, as amended and restated effective February 9, 2016 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 7, 2023)

*10.36 — IES Holdings, Inc. 2025 Supplementary Short Term Incentive Plan . (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 22, 2024)

*19.1 —
Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on November 22, 2024)

(1) 21.1 —
Subsidiaries of the Registrant

(1) 23.1 —
Consent of Ernst & Young LLP

(1) 31.1 —
Rule 13a-14(a)/15d-14(a) Certification of Jeffrey L. Gendell, Chief Executive Officer

(1) 31.2 —
Rule 13a-14(a)/15d-14(a) Certification of Tracy A. McLauchlin, Chief Financial Officer

(2) 32.1 —
Section 1350 Certification of Jeffrey L. Gendell, Chief Executive Officer

(2) 32.2 —
Section 1350 Certification of Tracy A. McLauchlin, Chief Financial Officer

*97.1 —
IES Holdings, Inc. Incentive Award Recoupment Policy (Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on November 22, 2024)

(1) 101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

(1) 101.SCH
Inline XBRL Schema Document

(1) 101.LAB
Inline XBRL Label Linkbase Document

(1) 101.PRE
Inline XBRL Presentation Linkbase Document

(1) 101.DEF
Inline XBRL Definition Linkbase Document

(1) 101.CAL
Inline XBRL Calculation Linkbase Document

104 — Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Management contracts or compensatory plans or arrangement.

(1) Filed herewith.
(2) Furnished herewith.

73

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 21, 2025.

IES HOLDINGS, INC.

By: /s/ Matthew J. Simmes
Matthew J. Simmes
Chief Executive Officer and President

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of IES HOLDINGS, INC. hereby constitutes and appoints Matthew J. Simmes and Tracy A. McLauchlin, and each of them individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file any or all amendments to this report, with any and all exhibits thereto, and all other documents required to be filed therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature Title Date

/s/ Matthew J. Simmes President and Chief Executive Officer, Director November 21, 2025
Matthew J. Simmes (Principal Executive Officer)

/s/ Jeffrey L. Gendell Executive Chairman of the Board November 21, 2025
Jeffrey L. Gendell

/s/ Tracy A. McLauchlin Senior Vice President, Chief Financial Officer
 and Treasurer November 21, 2025
Tracy A. McLauchlin (Principal Financial Officer)
(Principal Accounting Officer)

/ s / Jennifer A. Baldock
Director November 21, 2025
Jennifer A. Baldock

/s/ Todd M. Cleveland Director November 21, 2025
Todd M. Cleveland

/ s / John L. Fouts
Director November 21, 2025
John L. Fouts

/ s / David B. Gendell
Director November 21, 2025
David B. Gendell

/ s / Kelly C. Janzen
Director November 21, 2025
Kelly C. Janzen

/ s / Joe D. Koshkin
Director November 21, 2025
Joe D. Koshkin

74