2 unchanged sentences
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.
+Added: 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.
+Added: The ERP system is designed to accurately maintain our financial records and provide timely information to management to be used in operating the business.
+Added: 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.
+Added: Upon the first phase implementation, the Company updated its internal controls as appropriate.
+Added: 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
9 unchanged sentences
Based on this assessment, our management determined that our disclosure controls and procedures were effective as of September 30, 2025.
−Removed: In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, we have excluded Greiner Industries, Inc.
−Removed: because it was acquired during the year ended September 30, 2024.
−Removed: 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.
21 unchanged sentences
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.
−Removed: (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.
−Removed: As of September 30, 2024, there were no outstanding options remaining to be exercised.
Certain Relationships and Related Transactions, and Director Independence
43 unchanged sentences
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)
+Added: 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.
+Added: (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.
5 unchanged sentences
and IES Management ROO, LP.
+Added: (Incorporated by reference to Exhibit 10.
+Added: 10 to the Company’s Annual Report on Form 10- K filed November 22, 2024 )
+Added: 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.
+Added: and IES Management ROO, LP.
10.13 — Board Observer Letter Agreement between Tontine Associates, L.L.C.
6 unchanged sentences
(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)
+Added: *10.18 — Integrated Electrical Services, Inc.
+Added: (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)
6 unchanged sentences
*10.24 — IES Holdings, Inc.
−Removed: 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)
+Added: 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)
*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)
13 unchanged sentences
*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)
−Removed: 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).
−Removed: I nsider Trading Policy
+Added: *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)
+Added: *10.36 — IES Holdings, Inc.
+Added: 2025 Supplementary Short Term Incentive Plan .
+Added: (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 22, 2024)
+Added: 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)
Subsidiaries of the Registrant
9 unchanged sentences
IES Holdings, Inc.
−Removed: Incentive Award Recoupment Policy
+Added: 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)
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
10 unchanged sentences
IES HOLDINGS, INC.
−Removed: /s/ Jeffrey L.
−Removed: Chief Executive Officer and Chairman of the Board
+Added: /s/ Matthew J.
+Added: 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.
−Removed: hereby constitutes and appoints Jeffrey L.
−Removed: Gendell and Tracy A.
+Added: hereby constitutes and appoints Matthew J.
+Added: 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.
1 unchanged sentence
Signature Title Date
+Added: /s/ Matthew J.
+Added: Simmes President and Chief Executive Officer, Director November 21, 2025
+Added: Simmes (Principal Executive Officer)
/s/ Jeffrey L.
−Removed: Gendell Chief Executive Officer and Chairman of the Board November 22, 2024
−Removed: Gendell (Principal Executive Officer)
−Removed: Senior Vice President, Chief Financial Officer
+Added: Gendell Executive Chairman of the Board November 21, 2025
+Added: McLauchlin Senior Vice President, Chief Financial Officer
and Treasurer November 21, 2025
1 unchanged sentence
(Principal Accounting Officer)
+Added: / s / Jennifer A.
+Added: Director November 21, 2025
Cleveland Director November 21, 2025
−Removed: / s / David B.
+Added: / s / John L.
Director November 21, 2025
+Added: / s / David B.
Director November 21, 2025
−Removed: / s / Jennifer A.
+Added: / s / Kelly C.
Director November 21, 2025
−Removed: / s / John L.
Director November 21, 2025
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.