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IES Holdings, Inc. 8K

0001493152-26-036976

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IES Holdings, Inc. agreed to acquire DBM Global, Inc. from Innovate Corp. for cash and IES stock, followed by a short-form merger making DBM Global a wholly owned IES subsidiary, subject to customary adjustments and conditions.

On August 7, 2026, IES Holdings, Inc. entered into a Transaction Agreement with its wholly owned subsidiary IES Merger Sub, Inc., Innovate Corp. (as Parent/Seller), and DBM Global Intermediate Holdco Inc., pursuant to which Merger Sub will acquire from the Seller all of the outstanding shares of DBM Global, Inc. in exchange for a combination of cash (including a holdback subject to post-closing purchase price adjustments and intercompany tax balance true-ups) and shares of IES common stock, followed immediately by a short-form merger of Merger Sub into DBM Global under Section 253 of the Delaware General Corporation Law, with DBM Global surviving as a wholly owned subsidiary of IES; the agreement also provides for treatment of phantom equity awards, a detailed post-closing working capital and debt adjustment mechanism, lock-up and registration rights for the stock consideration, R&W insurance, key employee employment agreements effective at closing, and customary covenants, conditions, and indemnification provisions.

Filing Facts

CIK
1048268
Ticker
-
Form
8K
Source Type
sec
Accession
0001493152-26-036976
Alert Tier
8
IES Holdings, Inc. 8K | ATTN