Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2026, IES Holdings, Inc., a Delaware corporation (“IES” or the “Company”) entered into Amendment No. 2 to Fourth Amended and Restated Credit Agreement and Amendment No. 1 to Amended and Restated Guaranty and Security Agreement (the “Amendment”), which amends the Fourth Amended and Restated Credit Agreement dated January 21, 2025 (as previously amended, the “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, BOKF, NA d/b/a Bank of Texas, Zions Bancorporation, N.A. d/b/a Amegy Bank, and Texas Capital Bank as co-documentation agents, Wells Fargo Securities LLC, Fifth Third Bank, National Association, The Huntington National Bank, PNC Capital Markets, LLC, as joint lead arrangers and joint bookrunners and other financial institutions party thereto as lenders.
Pursuant to the Amendment, (i) the Company’s borrowing capacity increased to $700 million of which $200 million is in the form of a term loan facility and $500 million is in the form of a revolving credit facility, and (ii) the subsidiaries acquired pursuant to the Transactions (as defined below) were joined as guarantors to the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
(the “Acquisition”). Immediately following the Acquisition, IES Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of OpCo, merged with and into the Target pursuant to Section 253 of the Delaware General Corporation Law, with the Target surviving as a wholly owned indirect subsidiary of IES through OpCo (the “Merger,” and together with the Acquisition, the “Transactions”).
The Transactions were completed on the terms set forth in that certain Transaction Agreement dated as of August 7, 2026 (the “Transaction Agreement”) by and among IES, Merger Sub, INNOVATE Corp., a Delaware corporation (“INNOVATE”), and DBM Global Intermediate Holdco Inc., a Delaware corporation.
Total consideration of approximately $691 million (the “Purchase Price”) consisted of approximately $545 million in cash and 430,974 shares of IES common stock (as adjusted for IES’s two-for-one stock split effected on August 21, 2026) valued at approximately $146 million based on the closing price of IES common stock on October 2, 2026, subject to customary net working capital and other post-closing adjustments. The cash consideration includes a $35 million payment to INNOVATE in respect of the estimated cost to INNOVATE of participating in a joint election under Section 338(h)(10) of the Internal Revenue Code. IES funded the cash consideration with cash on hand and $525 million of borrowings under the
Credit Agreement, as amended by the Amendment described in Item 1.01.
The foregoing descriptions of the Transactions and the Transaction Agreement do not purport to be complete and are qualified in their entirety by reference to the Transaction Agreement which was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August 11, 2026, incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Holdings Completes Acquisition of DBM Global
Transaction Establishes New Structural Line of Business, Adding One of the Largest Independent Structural Steel Fabrication and Erection Platforms in the U.S.
HOUSTON, Oct. 05, 2026 (GLOBE NEWSWIRE) — IES Holdings, Inc. (”IES”) (NASDAQ: IESC) today announced the closing of its previously announced acquisition of DBM Global Inc.
(”DBM Global”), a vertically integrated structural steel fabrication, erection and industrial construction and engineering services platform, for total consideration of approximately $691 million, consisting of cash and shares of IES common stock. IES acquired 100% of the common stock of DBM Global, including the approximately 91.2% interest held by INNOVATE Corp. (”INNOVATE”) (NYSE:
VATE) and the remaining interests held by other DBM Global stockholders. Effective today, DBM Global will operate as IES’s new Structural line of business alongside IES’s existing Communications, Residential, Infrastructure Solutions, and Commercial & Industrial segments. DBM Global generated revenue of approximately $1.5 billion for the twelve months ended June 30, 2026.
”DBM Global is a premier business with an outstanding team and substantial long-term growth potential, and we believe it will be an excellent addition to IES’s portfolio of businesses,” said Jeff Gendell, Executive Chairman of IES. ”As our largest acquisition to date, we were deliberate in how we financed the transaction, with a focus on maintaining our strong balance sheet by using a combination of cash, borrowings and IES equity. We expect substantial cash flow from both IES and DBM Global will allow us to rapidly repay acquisition-related borrowings while continuing to reinvest in our businesses and pursue additional opportunities.”
Rustin Roach, President and Chief Executive Officer of DBM Global, added, ”Joining IES marks an exciting next chapter for our businesses and our people. IES’s long-term ownership approach and financial strength will allow us to accelerate investment in our operations while continuing to deliver for our customers, many of whom we have served for decades. We look forward to working alongside IES’s other operating segments to bring additional capabilities and capacity to our customers’ projects.”
Total consideration of approximately $691 million consisted of approximately $545 million in cash and 430,974 shares of IES common stock (as adjusted for IES’s two-for-one stock split effected on August 21, 2026) valued at approximately $146 million based on the closing price of IES common stock on October 2, 2026, subject to customary net working capital and other post-closing adjustments. The cash consideration includes a $35 million payment to INNOVATE in respect of the estimated cost to INNOVATE of participating in a joint election under Section 338(h)(10) of the Internal Revenue Code. IES funded the cash consideration with cash on hand and borrowings under its amended and expanded credit facility arranged by Wells Fargo.
Headquartered in Phoenix, Arizona, DBM Global operates through a family of established brands, including Schuff Steel, Banker Steel, GrayWolf, DBM Vircon and Aitken, with more than 2 million square feet of fabrication and operating facilities across the United States. DBM Global provides structural steel fabrication, erection and industrial construction and engineering services across commercial, industrial, data center, stadium and infrastructure end markets and has supplied structural steel and erection services to many of the country’s most recognizable projects.
About IES Holdings, Inc.