{"url_path":"/sec/iesc/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1048268/0001493152-26-036976-index.html","accession_number":"0001493152-26-036976","cik":"0001048268","ticker":"IESC","issuer_name":"IES Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1048268/0001493152-26-036976-index.html","primary_entity_key":"0001048268","primary_entity_name":"IES Holdings, Inc."},"word_count":1443,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Transaction\nAgreement**\n\n \n\nOn\nAugust 7, 2026, IES Holdings, Inc, a Delaware corporation (“IES”), entered into a Transaction Agreement (the “Agreement”)\nwith IES Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of IES (“Merger Sub”), Innovate Corp., a Delaware\ncorporation (“Parent”) and DBM Global Intermediate Holdco Inc., a Delaware corporation (“Intermediate” and together\nwith Parent, “Seller”). The Agreement provides that, among other things and on the terms and subject to the conditions of\nthe Agreement, (a) Seller will sell to Merger Sub, and Merger Sub will purchase from Seller, approximately 92% of the issued and outstanding\nshares of common stock (the “Transferred Shares”) of DBM Global, Inc., a Delaware corporation (the “Target”),\nin exchange for the Stock Consideration and Seller Cash Consideration (each as defined in the Agreement) (the “Acquisition”),\nand (b) immediately following the Acquisition, Merger Sub will merge with and into the Target pursuant to Section 253 of the Delaware\nGeneral Corporation Law, with the Target surviving as a wholly owned subsidiary of IES (the “Merger,” and together\nwith the Acquisition, the “Transactions”). The closing of the Transactions is referred to as the “Closing,” and\nthe date on which the Closing occurs is referred to herein as the “Closing Date.” Capitalized terms used but not otherwise\ndefined herein shall have the meanings ascribed to them in the Agreement.\n\n \n\nThe\nBoard of Directors of IES, the Board of Directors of Parent (“Parent Board”), and the holders of the majority of the voting\npower of the outstanding shares of capital stock of the Parent have approved the Agreement and the Transactions.\n\n \n\n*Consideration*\n\n* *\n\nThe\nbase purchase price for the Transactions is $650,000,000, subject to customary purchase price adjustments.\n\n \n\nAs\nconsideration for the Transferred Shares, Seller will receive at the Closing: (a) 215,487 shares of IES’s common stock, par value\n$0.01 per share (“Buyer Common Stock”), equal to $140,000,000 divided by $649.69 (the “Buyer Common Stock Price”),\nrounded down to the nearest whole share (the “Stock Consideration”); plus (b) a cash payment equal to Seller’s pro\nrata share of the Purchase Price minus $140,000,000, minus the Intercompany Tax Balance Amount, subject to the post-Closing purchase\nprice adjustment mechanism (the “Seller Cash Consideration”). The Stock Consideration shares are subject to a lock-up period\ncommencing on the Closing Date and ending on the date that is the earlier of (a) 60 days after the Closing Date and (b) the date that\na resale registration statement relating to the Stock Consideration shares is declared effective; provided that IES may waive or shorten\nthis period in its sole discretion.\n\n \n\nA\nportion of the Seller Cash Consideration equal to $5,000,000 (the “Holdback Amount”) will be withheld at Closing and paid\nto Seller following the finalization of the post-Closing purchase price adjustment.\n\n \n\nHolders\nof the Target’s common stock other than Seller will receive only cash consideration (a pro rata share of the estimated Purchase\nPrice) in connection with the Transactions, funded through an exchange fund administered by the Exchange Agent (the “Merger Consideration”).\n\n \n\n \n\n \n\n \n\n*Registration\nRights*\n\n* *\n\nPursuant\nto the Agreement, IES will use its commercially reasonable efforts to file a shelf registration statement covering the resale by Seller\nof the Buyer Common Stock promptly after the date on which it files its Annual Report on Form 10-K in respect of its fiscal year ended September 30, 2026 or otherwise\nas promptly as practicable following the Closing, subject to certain exceptions, pursuant to Rule 415 of the Securities\nAct of 1933, as amended (“Securities Act”). IES also agreed to use commercially reasonable efforts to keep such registration\nstatement continuously effective under the Securities Act until the earlier of the date that all registrable securities covered by such\nregistration statement until the Stock Consideration shares cease to constitute registrable securities under the Agreement. In addition,\nfollowing expiration of the lock-up period described above, Seller will have customary piggyback registration rights entitling it to\ninclude Stock Consideration shares in future underwritten offerings of Buyer Common Stock initiated by IES for its own account, subject\nto customary cutback provisions and other limitations.\n\n* *\n\n*Treatment\nof the Target Phantom Stock Awards*\n\n \n\nAt\nthe effective time of the Merger (the “ Effective Time”), by virtue of the Merger, each award under the Target\nPhantom Stock Plan outstanding immediately prior to the Effective Time will accelerate and vest and be converted into a right to receive\nthe Merger Consideration in accordance with the terms of the applicable award agreement (the “Phantom Stock Award Consideration”).\nIES shall, or shall cause the Acquired Companies to, deliver the Phantom Stock Award Consideration at or reasonably promptly after the\nEffective Time (but in no event later than the first regular payroll date occurring after the Effective Time), without interest and less\nany required withholding Taxes.\n\n \n\n*Conditions\nto the Transactions*\n\n \n\nThe\ncompletion of the Transactions is subject to the satisfaction or waiver of certain customary mutual closing conditions, including, among\nother things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of\n1976 (as amended, the “HSR Act”) and other regulatory approvals under applicable laws, the absence of any order or injunction\nby a governmental entity preventing consummation of the Transactions, and the Parent Information Statement having been cleared by the\nSEC. The obligation of IES to consummate the Transactions is also conditioned on no Material Adverse Effect having occurred since the\nexecution of the Agreement. The consummation of the Transactions is not subject to any financing condition.\n\n \n\n*Termination*\n\n \n\nThe\nAgreement contains termination rights for each of IES and Seller (1) if the consummation of the Transactions does not occur on or before\nFebruary 7, 2027 (the “Outside Date”), which such date is subject to automatic extensions if regulatory conditions remain\nunsatisfied, (2) if the other party breaches its representations or warranties or fails to comply with its covenants or perform its other\nobligations contained in the Agreement and such party does not timely cure, and (3) if an injunction has been issued and becomes final\nor law has been passed permanently enjoining or preventing the consummation of the transactions contemplated by the Agreement. IES and\nSeller may also terminate the Agreement by mutual written consent. The Agreement does not provide for any termination fee payable by\neither party.\n\n* *\n\n*Other\nTerms of the Agreement*\n\n \n\nThe\nAgreement contains customary representations and warranties of IES, Seller, and Merger Sub, in each case generally subject to materiality\nqualifiers. Additionally, the Agreement provides for customary pre-Closing covenants of IES, Seller, and Merger Sub, including covenants\nrelating to Target conducting its and its subsidiaries’ business in the ordinary course, preserving its business organizations\nsubstantially intact, preserving existing relations with key business partners substantially intact and refraining from taking certain\nactions without IES’s consent, subject to certain exceptions.\n\n \n\nThe\nforegoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text\nof the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nThe\nAgreement and the above description have been included to provide investors and shareholders with information regarding its terms. They\nare not intended to provide any other factual information about Seller, IES or the other parties thereto. The representations, warranties\nand covenants contained in the Agreement were made only for purposes of the Agreement as of the specific dates therein, were solely for\nthe benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified\nby confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing\nthese matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable\nto investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations\nof the actual state of facts or condition of the parties thereto or any of their respective subsidiaries. Moreover, information concerning\nthe subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or\nmay not be fully reflected in Parent’s or IES’s public disclosures. Accordingly, the Agreement should not be read alone,\nbut should instead be read in conjunction with the other information regarding IES, Seller, and Merger Sub and the transactions contemplated\nby the Agreement that will be contained in or attached as annexes to the information statement that Parent will file in connection with\nthe transactions contemplated by the Agreement, as well as in other filings that Parent or IES make with the U.S. Securities and Exchange\nCommission (the “SEC”)."}