8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

IES Holdings, Inc.

13131 Dairy Ashford Road, Suite 500 Sugar Land, Texas 77478

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 860-1500

Check the appropriate box below if the From 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

IES Holdings, Inc. (the “Company”), is filing this Amendment No. 1 to Form 8-K to report that on June 27, 2025 the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors of the Company approved increased compensation for Mr. Simmes associated with his promotion from President and Chief Operating Officer to Chief Executive Officer, effective July 1, 2025.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensation of New Chief Executive Officer

IES Holdings, Inc. (the “Company”) previously announced that Matthew J. Simmes would succeed Jeffrey L. Gendell as Chief Executive Officer, effective July 1, 2025, with Mr. Gendell transitioning to Executive Chairman of the Board. In addition, Mr. Simmes would continue in his role as President and would join the Board of Directors. On July 27, 2025, the Compensation Committee approved an increase in the base salary for Mr. Simmes in association with his promotion, from an annual rate of $750,000 to $925,000. All other elements of his compensation, including outstanding equity and non-equity incentive awards, remain unchanged.

Item 7.01    Regulation FD Disclosure.

On July 1, 2025, the Company issued a press release announcing the effectiveness of Mr. Simmes’ appointment as Chief Executive Officer of the Company. The press release is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

FOR IMMEDIATE RELEASE

Matt Simmes Succeeds Jeff Gendell as Chief Executive Officer of IES Holdings, Inc.

HOUSTON — July 1, 2025 — IES Holdings, Inc. (or “IES” or the “Company”) (NASDAQ: IESC) announced today that the Company completed its previously-announced executive succession plan, with Matt Simmes becoming the Company’s President and Chief Executive Officer and Jeff Gendell transitioning from Chairman of the Board and Chief Executive Officer to Executive Chairman of the Board. In addition, Mr. Simmes has been appointed as a member of the Company’s Board.

“I am grateful for the opportunity to lead IES into its next chapter,” said Mr. Simmes. “Under Jeff’s leadership, IES has established a strong record of growth, and I am committed to building on that legacy to deliver value for our shareholders, customers, and employees.” Mr. Gendell added, “I am incredibly proud of all that Matt and I have accomplished together, and as Executive Chairman, I look forward to working with Matt and the senior leadership team as they drive the Company’s continued success.”

IES also announced the appointment of Jordan Lyman as President of IES’s Residential segment. Mr. Lyman has spent more than 20 years at IES Residential, including 14 years as Division Manager of the segment’s San Antonio Division. In addition, he is a member of IES Residential’s Steering Committee, a group of senior leaders which has been overseeing significant operational and process developments over the past year.

“I have worked in close partnership with Jordan since I began acting as Interim President of the Residential segment in 2023,” said Mr. Simmes. “His deep knowledge of the day-to-day business and strong relationships with our customers and suppliers make him the right person to lead the Residential segment through the current housing environment and position the business for future growth, while allowing me to focus on my new role as CEO.”

“It’s an honor to lead the team at IES Residential, so many of whom have been my valued colleagues for many years,” added Mr. Lyman. “I’m grateful to Matt, Jeff and the Board for their confidence in my ability to drive IES Residential forward.”

About IES Holdings, Inc.

IES 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 more than 9,000 employees serve clients in the United States. For more information about IES, please visit www.ies-co.com.

Company Contact:

Tracy McLauchlin

Chief Financial Officer

IES Holdings, Inc.

(713) 860-1500

Investor Relations Contact:

Robert Winters or Stephen Poe

Alpha IR Group

312-445-2870

IESC@alpha-ir.com