UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):						~~May~~August 191, 2025

IES Holdings, Inc.


Delaware	001-13783	76-0542208
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

213131 ~~Riverway~~Dairy Ashford Rd, Suite ~~1730~~500, ~~Houston~~Sugar Land, Texas ~~77056~~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:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

IESC

NASDAQ Global Market

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).

Emerging growth company

☐

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. ☐

Item 52.02 ~~Departure~~ Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Appointment~~On August 1, 2025, IES Holdings, Inc. (the “Company”) issued a press release announcing its results of ~~New~~operations ~~Chief~~for ~~Executive~~the ~~Officer~~fiscal ~~and~~2025 ~~Member~~third quarter. A copy of the ~~Board~~press release is furnished with this report as Exhibit 99.1.

On May 19, 2025, IES Holdings, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Matthew J. Simmes as the Company’s President and Chief Executive Officer and as a member of the Board, effective July 1, 2025, succeeding Jeffrey L. Gendell. Mr. Gendell will continue to serve as Chairman & Chief Executive Officer until July 1, 2025, at which point he will become Executive Chairman of the Board.

Mr. Simmes currently serves as the Company’s President and Chief Operating Officer, a position he has held since December 2023.

Information regarding Mr. Simmes’ age, background, business experience and compensation is incorporated by reference from the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 7, 2025 (the “Proxy Statement”). Mr. Simmes does not have family relationships with any member of the Board or executive officer of the Company. Alison Simmes, Interim Vice President, Finance of the Company’s Residential segment, is the spouse of Mr. Simmes and during fiscal year 2024 received compensation of approximately $502,380, including salary, non-equity incentive compensation, equity incentive awards that vested during the year, health and welfare coverage and 401(k) plan matching contributions.

There are no arrangements or understandings between Mr. Simmes and any other person pursuant to which he was selected to serve as Chief Executive Officer and Director of the Company.

Any material changes or amendments to Mr. Simmes’ or Mr. Gendell’s compensation arrangements in connection with the changes described above have not yet been determined. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when such information is available.

Item 7.01 Regulation FD Disclosure.

On ~~May 19~~August 1, 2025, the Company ~~issued~~posted ato ~~press~~its ~~release~~website, ~~announcing Mr~~www.ies-co.com, ~~Simmes’~~under ~~appointment~~the asInvestor ~~Chief~~Relations ~~Executive~~section, ~~Officer~~a ofpresentation with the ~~Company~~title ~~and~~“IES ~~Mr.~~Holdings ~~Gendell’s~~Q3 ~~transition~~2025 toEarnings ~~Executive Chairman~~Presentation.” The ~~press~~presentation ~~release~~will isremain ~~furnished~~on ~~herewith~~the asCompany’s ~~Exhibit~~website 99for a period of at least thirty days.1.

InThe ~~accordance~~information ~~with~~set ~~General~~forth ~~Instruction~~herein ~~B.2~~is offurnished ~~Form~~pursuant ~~8-K,~~to ~~the information in~~ Item 7.01–Regulation ofFD ~~this~~Disclosure ~~Current~~and ~~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~~liabilities of ~~that~~such section, ~~and~~nor shall ~~not~~the information be deemed incorporated by reference ~~into~~in any ~~registration~~filing ~~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~~Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
99.1 —			Press ~~Release~~release ~~Dated~~dated ~~May~~August 191, 2025
104 —			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

IES HOLDINGS, INC.

			IES HOLDINGS, INC.
Date:	August 1, 2025	/s/ Mary K. Newman
	Date:	May 19, 2025	By: /s/ Mary K. Newman
		Mary K. Newman
			Name: Mary K. Newman
		General Counsel and Corporate Secretary
			Title: General Counsel and Corporate Secretary

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