What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-11-22 compared with 2023-12-07 · 26 added, 25 removed, 150 unchanged (25% of the section changed)

13 unchanged sentences

Based on this assessment, our management determined that our disclosure controls and procedures were effective as of September 30, 2024.

In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, we have excluded Greiner Industries, Inc.

because it was acquired during the year ended September 30, 2024.

Greiner's operations accounted for 6% and 12% of our total and net assets, respectively, at September 30, 2024, and 1% of both our consolidated revenues and our net income for the year then ended.

Ernst & Young LLP (PCAOB No.

4 unchanged sentences

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.

Other than as described below, during the three months ended September 30 , 2023 , 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.

On August 31, 2023 , Jeffrey L.

Gendell , Chairman and Chief Executive Officer of the Company, adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Gendell’s plan, which provides for the potential sale of up to 200,000 shares of the Company’s common stock, expires upon the earlier of August 15, 2024 and the date all shares subject to the plan have been sold.

During the three months ended September 30 , 2024 , 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.

Directors, Executive Officers and Corporate Governance

6 unchanged sentences

The following table provides information as of September 30, 2024 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 set forth in Item 8.

“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

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

6 unchanged sentences

(2) Represents shares issuable upon exercise of outstanding options granted under the Company’s 2006 Equity Incentive Plan (as amended and restated as of October 2007), which was in place prior to the Amended Plan.

This includes 2,500 options with a weighted-average term of 1.34 years.

As of September 30, 2024, there were no outstanding options remaining to be exercised.

Certain Relationships and Related Transactions, and Director Independence

4 unchanged sentences

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

Financial Statements:

See Index to Financial Statements under Item 8.

“ Financial Statements and Supplementary Data” of this Form 10-K.

Financial Schedules:

Schedules are omitted because they are not required, not significant, not applicable or the information is shown in the Consolidated Financial Statements.

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).

12 unchanged sentences

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)

Description of Registrant' s Securitie s

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.

16 unchanged sentences

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 t h e Company's Annual Report on Form 10-K filed December 6 , 2022 )

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 — Sublease Agreement between Tontine Associates, L.L.C.

3 unchanged sentences

(Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 9, 2016)

10.10 — Second Amendment, dated as of May 1, 2019, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016, between Tontine Associates, L.L.C.

and IES Management ROO, LP (Incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed May 6, 2019)

10.11 — Third Amendment, dated as of November 5, 2019, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016 and May 1, 2019, between Tontine Associates, L.L.C.

and IES Management ROO, LP (an exhibit to this agreement has been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of the omitted exhibit will be furnished to the SEC upon request.) (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed December 6, 2019)

Fourth Amendment , dated as of December 15 , 2 022, to Sublease Agreement, dated as of March 29, 20 12 and amend ed as of March 31, 2016, May 1, 2019 and November 5, 2019, between Tontine Associates, L.L.C.

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.

15 unchanged sentences

*10.21 — IES Holdings, Inc.

Executive 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)

S econd 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)

*10.22 — 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)

13 unchanged sentences

*10.31 — 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).

F orm 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).

I nsider Trading Policy

Subsidiaries of the Registrant

8 unchanged sentences

McLauchlin, Chief Financial Officer

IES Holdings, Inc.

Incentive Award Recoupment Policy

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

8 unchanged sentences

(2) Furnished herewith.

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 December 7, 2023.

IES HOLDINGS, INC.

9 unchanged sentences

/s/ Jeffrey L.

Gendell Chief Executive Officer and Chairman of the Board December 7, 2023

Gendell Chief Executive Officer and Chairman of the Board November 22, 2024

Gendell (Principal Executive Officer)

Senior Vice President, Chief Financial Officer

and Treasurer December 7, 2023

and Treasurer November 22, 2024

McLauchlin (Principal Financial Officer)

(Principal Accounting Officer)

Cleveland Director December 7, 2023

Cleveland Director November 22, 2024

/ s / David B.

Director December 7, 2023

/ s / Elizabeth D.

Director December 7, 2023

Director November 22, 2024

/ s / Jennifer A.

Director December 7, 2023

Director November 22, 2024

/ s / John L.

Director November 22, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures