{"url_path":"/sec/iesc/8-k/2026-08-11/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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":864,"has_tables":true,"body_markdown":"**Item\n7.01 Regulation FD Disclosure.**\n\n \n\nOn\nAugust 10, 2026, IES and Parent issued a joint press release (the “Press Release”) announcing the entry into the Agreement.\nA copy of the Press Release is furnished hereto as Exhibit 99.1.\n\n \n\nNeither\nthe information reported herein nor in the Press Release shall be deemed “filed” for purposes of Section 18 of the Exchange\nAct of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section unless IES specifically\nstates that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing\nunder the Securities Act or the Exchange Act.\n\n \n\n**Cautionary\nStatement on Forward-Looking Statements**\n\n \n\nThis\nCurrent Report on Form 8-K contains forward-looking statements. Forward-looking statements, within the meaning of the safe harbor provisions\nof the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections\nor expectations relating to the consummation of the Transactions and the realization of the anticipated benefits of the Transactions.\nThe words “anticipates,” “may,” “can,” “plans,” “expects,” “expected,”\n“projects,” “targets,” “intends,” “likely,” “will,” “should,”\n“to be,” “proposed,” “potential” and any similar expressions are intended to identify those assertions\nas forward-looking statements.\n\n \n\nWe\ncaution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from\nthose anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ\nmaterially from those anticipated in the forward-looking statements include, but are not limited to: the occurrence of any event, change\nor other circumstances that could give rise to the termination of the Agreement; the failure to obtain, delays in obtaining, or adverse\nconditions contained in any required regulatory or other approvals for consummation of the Transactions or the failure to satisfy other\nconditions to completion of the Transactions; the failure of the Transactions to close for any other reason, including due to a Material\nAdverse Effect; risks related to disruption of management’s attention from the Target’s ongoing business operations due to\nthe Transactions; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against\nIES, the Target, or others relating to the Agreement, the Transactions or otherwise; the risk that the pendency of the Transactions disrupts\ncurrent plans and operations and the potential difficulties in employee retention as a result of the pendency of the Transactions; the\neffect of the announcement of the Transactions on IES’s and the Target’s relationships with their contractual counterparties,\nincluding customers, operating results and business generally; the amount of the costs, fees, expenses and charges related to the Transactions;\nand other factors described under the heading “Risk Factors” in Part I, Item 1A of each of IES’s Annual Reports on\nForm 10-K for the fiscal year ended September 30, 2025, as updated by subsequent filings with the SEC.\n\n \n\n \n\n \n\n \n\nAdditional\nfactors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our\nactual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions\nupon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made, which\nwe cannot control. Further, we may make changes to our plans that could affect our results. We caution investors that we undertake no\nobligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether\nas a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in\nour assumptions, changes in plans, actual experience or other changes.\n\n \n\n**Additional\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the Transactions, Parent intends to file an information statement with the SEC, and other documents regarding the Transactions\nwith the SEC. YOU ARE URGED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR\nENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS.\nYou may obtain a free copy of these materials (when they are available) and other documents filed by Parent with the SEC at the SEC’s\nwebsite at www.sec.gov, at the investor relations section of Parent’s website located at https://www.innovate-ir.com.\n\n \n\n**No\nOffer or Solicitation**\n\n** **\n\nThis\nreport shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the\nTransactions. This report shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe\nfor, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction\npursuant to or in connection with the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any\njurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements\nof Section 10 of the Securities Act, and otherwise in accordance with applicable law."}