We cordially invite you to attend a special meeting of the shareholders (the “Special Meeting”) of Gulf Island Fabrication, Inc. (the “Company,” “we” or “our”) to be held at     , Central Time, on     ,     , 2026, conducted exclusively via live webcast by logging into www.virtualshareholdermeeting.com/GIFI2026SM. To attend the Special Meeting via live webcast, you must have your 16-digit control number that is shown on the proxy card accompanying the enclosed proxy statement or found on your voting instructions form(s). You will not be able to attend the Special Meeting in person. Formal notice of the Special Meeting, a proxy statement and a proxy card accompany this letter.

On November 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IES Holdings, Inc. (“IES”), a Delaware corporation, and IES Merger Sub, LLC, a Louisiana limited liability company and indirect wholly owned subsidiary of IES (“Merger Sub”), providing, on the terms and subject to the conditions of the Merger Agreement, for the merger of Merger Sub with and into the Company, with the Company surviving the merger as an indirect wholly owned subsidiary of IES (the “Merger”). If the Merger is completed, each share of the Company’s common stock, no par value per share (“GIFI Common Stock”), issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded shares, will be converted into the right to receive $12.00 in cash, without interest, and subject to deduction for any required tax withholding (the “Merger Consideration”). Additionally, under the terms of the Merger Agreement, (a) each outstanding award of time-based restricted stock units (“RSUs”) granted under the Company’s equity incentive plans covering shares of GIFI Common Stock held by our directors, executive officers and employees (the “Company RSU Award(s)”) shall, at the effective time of the Merger (the “Effective Time”), be converted into a right to receive from the surviving corporation of the Merger a cash payment in an amount equal to the product of (i) the number of shares of GIFI Common Stock subject to such Company RSU Award immediately prior to the Effective Time multiplied by (ii) $12.00, the Merger Consideration (each, a “Substitute Award”), and (b) each outstanding performance-based Company RSU Award with a performance period that is incomplete (or that is complete but for which performance is not determinable) as of the Effective Time shall be treated as if performance had been achieved at the target level (i.e., 100%), and shall be converted to a Substitute Award. Further, each Substitute Award shall remain subject to the original vesting terms and conditions as the underlying Company RSU Award, as such may be modified pursuant to the terms and conditions of the Merger Agreement and any employment agreement by and between the holder of a Substitute Award and the surviving corporation of the Merger.

The Company’s board of directors (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable and are fair to, and in the best interests of, the Company and its shareholders, (ii) approved the Merger Agreement, other transaction documents and the transactions contemplated thereby, (iii) directed that the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated by the Merger Agreement be submitted to the Company’s shareholders for consideration at a special meeting in accordance with the Merger Agreement, and (iv) resolved to recommend that the Company’s shareholders approve the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated thereby.

At the Special Meeting, you will be asked to consider and vote on the following matters:

The Board recommends that the Company’s shareholders vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

The proxy statement accompanying this letter provides detailed information about the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and is incorporated herein by reference. The accompanying proxy statement also describes the actions taken and determinations made by the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read carefully the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information about, among other things, the Merger and how it affects you as a shareholder.

Your vote is very important. We cannot complete the Merger unless the Merger Proposal is approved by a majority of the votes entitled to be cast on the Merger Proposal (i.e., a majority of the outstanding shares of GIFI Common Stock).

All of the Company’s shareholders of record and beneficial owners of GIFI Common Stock at the close of business on      , the record date for the Special Meeting, and persons with a valid proxy for the Special Meeting, are welcome to attend the Special Meeting via the live webcast by logging into www.virtualshareholdermeeting.com/GIFI2026SM. Whether or not you plan to attend the Special Meeting, we want to make sure your shares of GIFI Common Stock are represented at the Special Meeting. After reading the accompanying proxy statement and accompanying materials, please date and sign the enclosed proxy card and return it promptly in the enclosed stamped envelope or submit your proxy and voting instructions online at www.proxyvote.com or by telephone at +1 (800) 690-6903. Returning the enclosed proxy card or submitting your proxy and voting instructions online or by telephone will not prevent you from voting at the Special Meeting if you login to the meeting website as a shareholder should you wish to do so. If your shares are held in “street name” by your bank, broker, trustee or other nominee, please follow the instructions on the voting instruction form furnished by your bank, broker, trustee or other nominee. Your bank, broker, trustee or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you attend the Special Meeting and vote your shares of GIFI Common Stock at such time, your vote will revoke any proxy that you have previously submitted. You also can revoke your proxy before the Special Meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to revoke your proxy on page 15 of the enclosed proxy statement.

Your failure to submit a signed proxy card, submit a proxy by the Internet or telephone or vote during the Special Meeting, or your submission of an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal. If you are a beneficial owner of shares held in street name, under applicable stock exchange rules, the bank, broker, trustee or other nominee that holds your shares cannot vote those shares without your instructions as all of the proposals to be voted on at the Special Meeting are considered non-routine proposals. We do not expect any broker non-votes at the Special Meeting. If you do not provide instructions to your broker on at least one proposal, your shares will not be voted and will not be counted as present for purposes of determining a quorum at the Special Meeting. Therefore, we urge you to give voting instructions to your bank, broker, trustee or other nominee or attend and vote at the Special Meeting.

If you have any questions or need help voting your shares of GIFI Common Stock, please contact Sodali & Co., our proxy solicitor for the Special Meeting:

Thank you in advance for your cooperation and continued support of the Company.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER AGREEMENT, THE MERGER OR THE TRANSACTIONS CONTEMPLATED THEREBY, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT, THE MERGER OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated     , 2025. The notice of meeting, the proxy statement and the form of proxy card are first being mailed to the Company’s shareholders on our about     , 2025.

A special meeting of the shareholders (the “Special Meeting”) of Gulf Island Fabrication, Inc. (the “Company,” “we” or “our”) will be held at     , Central Time, on     ,     , 2026, exclusively via live webcast by logging into www.virtualshareholdermeeting.com/GIFI2026SM, for the following purposes, as more fully described in the enclosed proxy statement:

The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

The board of directors of the Company (the “Board”) has fixed the close of business on    , as the record date (the “Record Date”) for the determination of the Company’s shareholders entitled to notice of the Special Meeting and all adjournments and postponements thereof. Only shareholders of record and beneficial owners as of the close of business on the Record Date, and persons with a valid proxy for the Special Meeting, are entitled to vote at the Special Meeting or vote at any adjournment or postponement thereof.

The Company’s shareholders are not entitled to appraisal rights with respect to the Merger or any of the transactions contemplated thereby under the Louisiana Business Corporation Act (“LBCA”).

Your vote is very important. We cannot complete the Merger unless the Merger Proposal is approved by a majority of the votes entitled to be cast on the Merger Proposal (i.e., a majority of the outstanding shares of the Company’s common stock, no par value per share (“GIFI Common Stock”)). The approval of each of the Merger Compensation Proposal and Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast.

After reading the accompanying proxy statement and accompanying materials, please date and sign the enclosed proxy card and return it promptly in the enclosed stamp envelope or submit your proxy and voting instructions online at www.proxyvote.com or by telephone at +1 (800) 690-6903. Returning the enclosed proxy card or submitting your proxy and voting instructions online or by telephone will not prevent you from voting at the Special Meeting if you login to the Special Meeting website as a shareholder should you wish to do so. Your failure to submit a signed proxy card, submit a proxy by the Internet or telephone or vote during the Special Meeting, or your submission of an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

If you are a beneficial owner of shares held in street name, under applicable stock exchange rules, the bank, broker, trustee or other nominee that holds your shares cannot vote those shares without your instruction as all of the proposals to be voted on at the Special Meeting are considered non-routine proposals. We do not expect any broker non-votes at the Special Meeting. If you do not provide instructions to your broker on at least one proposal, your shares will not be voted and will not be counted as present for purposes of determining a quorum at the Special Meeting. Therefore, we urge you to give voting instructions to your bank, broker, trustee or other nominee or attend and vote at the Special Meeting.

You may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the enclosed proxy statement. If you wish to attend the Special Meeting and vote at the Special Meeting, you may revoke your proxy and vote at the Special Meeting. If your shares are held in “street name” by your bank, broker, trustee or other nominee, please follow the instructions on the voting instruction form furnished by your bank, broker, trustee or other nominee. Your bank, broker, trustee or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

Even if you plan to attend the Special Meeting, the Company requests that you sign, date and return the enclosed proxy and thus ensure that your shares of GIFI Common Stock will be represented at the Special Meeting if you are unable to attend. You also may submit your proxy and voting instructions by using a toll-free telephone number or the Internet. We have provided instructions in the enclosed proxy statement and on the proxy card for these voting methods.

We will be hosting the Special Meeting via live webcast on the Internet at www.virtualshareholdermeeting.com/GIFI2026SM. Company shareholders and beneficial owners, and persons with a valid proxy for the Special Meeting, may attend, vote and submit questions at the Special Meeting via live webcast on the Internet. You will need the 16-digit control number included on your proxy card to join the Special Meeting. If you are a beneficial owner of GIFI Common Stock and your shares are held in “street name,” your 16-digit control number(s) can be found on your voting instructions form(s). Beneficial owners who cannot locate their 16-digit control number(s) should contact each bank, broker, trustee or other nominee who holds shares of GIFI Common Stock on their behalf to obtain their 16-digit control number(s) (preferably at least five days before the Special Meeting) in order to be able to vote at the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, the Merger and the transactions contemplated thereby. A copy of the Merger Agreement is attached as Annex A to this proxy statement. The enclosed proxy statement also describes the actions taken and determinations made by the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the enclosed proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety.

If you have any questions or need help voting your shares of GIFI Common Stock, please contact Sodali & Co., our proxy solicitor for the Special Meeting:

The accompanying proxy statement is dated     , 2025. The notice of meeting, the proxy statement and the form of proxy card are first being mailed to the Company’s shareholders on our about     , 2025.

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated by the Merger Agreement. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the appendices to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully.

You are receiving this proxy statement in connection with the solicitation of proxies by the Board for approval of the Merger Proposal and the other matters to be voted on at the Special Meeting described below under “—What proposals will be considered at the Special Meeting?”.

The proposed transaction is the acquisition of the Company by IES through the merger of Merger Sub with and into the Company pursuant to, and subject to the terms and conditions, of the Merger Agreement. Following the Effective Time, the Company will be a privately held, indirect wholly owned subsidiary of IES, and you will no longer own shares of GIFI Common Stock and instead will have only the right to receive the Merger Consideration. Following the completion of the Merger, GIFI Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. Accordingly, the Company will no longer be a public company.

If the Merger is completed, you will be entitled to receive $12.00 in cash for each share of GIFI Common Stock you own, without interest and less applicable withholding taxes. For example, if you own 1,000 shares of GIFI Common Stock, you will be entitled to receive $12,000 in cash, without interest and less applicable withholding taxes. After the Effective Time, you will no longer have any rights as a shareholder of the Company, other than the right to receive the Merger Consideration. You will not receive any shares of the capital stock in IES or the surviving corporation in the Merger.

These materials include:

The Special Meeting will be a virtual meeting of shareholders conducted exclusively via a live webcast, accessible at www.virtualshareholdermeeting.com/GIFI2026SM. Although no physical in-person meeting will be held, we have organized the format of the Special Meeting to ensure that our shareholders who join the meeting in such capacity will be afforded similar rights and opportunities to participate as they would at an in-person meeting.

The Special Meeting will begin promptly at    , Central Time, on    ,    , 2026. You are encouraged to access the Special Meeting prior to the start time to allow ample time to login and test your computer systems.

In certain circumstances, the Special Meeting could be adjourned to another time or place. All references in our proxy materials to the Special Meeting include any adjournment or postponement of the Special Meeting.

All shares of GIFI Common Stock owned or beneficially held by you as of the Record Date, which is the close of business on     , may be voted by you. Each outstanding share of GIFI Common Stock as of the close of business on the Record Date will be entitled to one vote on each matter submitted to a vote at the Special Meeting. You may cast one vote per share of GIFI Common Stock that you held on the Record Date. As of the close of business on the Record Date, there were      outstanding shares of GIFI Common Stock entitled to vote at the Special Meeting.

You are entitled to attend the virtual Special Meeting only if you were a shareholder of record or beneficial owner of GIFI Common Stock as of the Record Date, or you have a valid proxy for the Special Meeting. You may participate in the Special Meeting, including to vote and submit a question during the Special Meeting, by logging into the Special Meeting website with your 16-digit control number found on your proxy card accompanying your proxy materials or the voting instructions form(s).

If you were a shareholder of record (i.e., you hold your shares registered in your name through our transfer agent, Equiniti) at the close of business on the Record Date, you can participate (including casting your vote, submitting a question and viewing the list of shareholders of record) in the Special Meeting, by logging into www.virtualshareholdermeeting.com/GIFI2026SM. If you plan to attend the Special Meeting via the Special Meeting website, you will need the 16-digit control number included on your proxy card accompanying your proxy materials.

If on the Record Date, your shares of GIFI Common Stock are held in “street name,” meaning a bank, broker, trustee or other nominee is the shareholder of record of your shares (i.e., you are a beneficial owner), you are entitled to participate in the Special Meeting by logging into www.virtualshareholdermeeting.com/GIFI2026SM with the 16-digit control number(s) found on your voting instructions form(s). Beneficial owners who cannot locate their 16-digit control number(s) should contact each bank, broker, trustee or other nominee who holds shares of GIFI Common Stock on their behalf to obtain their 16-digit control number(s) (preferably at least five days before the Special Meeting) in order to be able to participate in the Special Meeting (including casting their vote, submitting a question and viewing the list of shareholders of record).

At the Special Meeting, the Company’s shareholders will be asked to consider and vote on the:

The Board recommends that the Company’s shareholders vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Board considered in determining to approve the execution and delivery of the Merger Agreement by the Company and to recommend to the Company’s shareholders the approval of the Merger Agreement, please see the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Recommendation of the GIFI Board of Directors and Reasons for Recommendation.”

In addition, in considering the recommendation of the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s shareholders generally. For a discussion of these interests, please see the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Interests of GIFI Directors and Executive Officers in the Merger.”

Consistent with past practice and as required by state law, we will make a list of shareholders of record as of the record date available for inspection by shareholders of record for any purpose germane to the Special Meeting from     , 2025 through     , 2026 during normal business hours at our headquarters located at 2170 Buckthorne Place, Suite 420, The Woodlands, Texas. We request that you contact us in advance by phone at +1 (713) 714-6100 or by email at rheo@gulfisland.com to confirm someone will be present to assist you. The list will also be available to you during the live webcast of the Special Meeting.

If your shares of GIFI Common Stock are registered directly in your name with our transfer agent, Equiniti, you are, with respect to those shares, the “shareholder of record.” The proxy materials have been mailed to such shareholders of record by us. You may submit your proxy and voting instructions by using any of the methods below.

If you sign, date and return the enclosed proxy card, your proxy authorizes each of Richard W. Heo, the Company’s President, Chief Executive Officer and Chairman of the Board, and Westley S. Stockton, the Company’s Executive Vice President, Chief Financial Officer, Treasurer and Secretary, to act as your proxies at the Special Meeting and at any adjournment or postponement of such meeting, each with the power to appoint his substitute, and to represent and vote your shares of GIFI Common Stock as you directed, if applicable. The proxies will vote your shares of GIFI Common Stock at the Special Meeting as instructed by the latest dated proxy received from you, whether submitted online, by telephone, or by mail. If you sign, date, and return your proxy card and do not indicate how you want your shares of GIFI Common Stock to be voted, then your shares of GIFI Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

If your shares of GIFI Common Stock are held by a bank, broker, trustee or other nominee, you are the “beneficial owner” of shares held in “street name.” The proxy materials should have been forwarded to you by the bank, broker, trustee or other nominee that holds your shares of GIFI Common Stock. The bank, broker, trustee or other nominee is considered, with respect to those shares, the shareholder of record.

Subject to the procedures of your broker, if you submit your voting instruction card and do not indicate how you want your shares of GIFI Common Stock to be voted on one or more proposals, then your shares of GIFI Common Stock likely will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal, as applicable, by the Board-designated proxies.

For assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Sodali & Co., which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at +1 (800) 662-5200 (banks, brokers, trustees and other nominees may call collect at +1 (203) 658-9400) or by email: GIFI@investor.sodali.com.

If you are a shareholder of record and you sign, date and return a proxy card but make no specifications on your proxy card, your shares of GIFI Common Stock will be voted in accordance with the recommendations of our Board, as provided above.

If you are a beneficial owner of shares held in street name, under applicable stock exchange rules, the bank, broker, trustee or other nominee that holds your shares cannot vote those shares without your instruction as all of the proposals to be voted on at the Special Meeting are considered non-routine proposals. We do not expect any broker non-votes at the Special Meeting. Subject to the procedures of your broker, if you submit your voting instruction card and do not indicate how you want your shares of GIFI Common Stock to be voted on one or more proposals, then your shares of GIFI Common Stock likely will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal, as applicable, by the Board-designated proxies.

The presence in person (including by means of remote communication such as virtually) or by proxy of a majority of outstanding shares of GIFI Common Stock entitled to vote at the meeting is necessary to constitute a quorum at the Special Meeting. As of the Record Date,     shares constitute a majority of the outstanding shares of GIFI Common Stock entitled to vote at the Special Meeting.

If you submit a signed proxy card (regardless of whether you indicate how you wish to vote) or grant a proxy electronically over the Internet or by telephone, or vote at the Special Meeting, your shares of GIFI Common Stock will be counted for purposes of determining the presence of a quorum. However, because banks, brokers, trustees or other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, if you hold your GIFI Common Stock in “street name,” failing to instruct your bank, broker, trustee or other nominee on how to vote your shares of GIFI Common Stock on at least one of the proposals or failing to vote at the Special Meeting will result in your shares not being counted for purposes of determining the presence of a quorum. If you give voting instructions to your bank, broker, trustee or other nominee with respect to at least one of the proposals, then your shares of GIFI Common Stock will be deemed present at the Special Meeting for purposes of establishing a quorum, since your shares would be voted as instructed with respect to any proposal as to which instructions were given, and likely would be voted in accordance with the Board’s recommendation with respect to any other proposal, subject to the procedures of your broker. Further, abstentions will be counted for purposes of determining the presence of a quorum.

The votes required for the approval of each proposal and the effect of abstentions and broker non-votes on each proposal at the Special Meeting are listed below.

Yes. Any person giving a proxy pursuant to this solicitation has the power to revoke and change such proxy at any time before it is voted at the Special Meeting. If you are a shareholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your latest-dated proxy will count. Joining the Special Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your shares of GIFI Common Stock in “street name,” you should contact your bank, broker, trustee or other nominee for instructions regarding how to change your vote or submit new voting instructions. Beneficial owners should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting procedures of your bank, broker, trustee or other nominee. You may also vote at the Special Meeting with the 16-digit control number(s) found on your voting instructions form(s), or, if you did not obtain a 16-digit control number from each bank, broker, trustee or other nominee who holds shares of GIFI Common Stock on your behalf, by contacting such banks, brokers, trustees or other nominees to obtain your 16-digit control number(s).

Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Concurrently with the execution and delivery of the Merger Agreement and as an inducement to IES’s willingness to enter into the Merger Agreement, certain of the Company’s directors and its executive officers and Piton (the “Supporting Shareholders”) entered into the Voting Agreement, pursuant to which, and subject to the terms and limitations thereof, among other things, the Supporting Shareholders agreed to vote the shares of GIFI Common Stock beneficially owned by each of them in favor of the adoption of the Merger Agreement, the Merger and the transactions contemplated thereby at the Special Meeting. As of the close of business on the Record Date, the shares held by the Supporting Shareholders represented approximately     % of the outstanding shares of GIFI Common Stock that have committed to vote “FOR” the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal and the transactions contemplated thereby.

The Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company’s shareholders generally. These interests are described in more detail in the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Interests of GIFI Directors and Executive Officers in the Merger.”

Additionally, based on information provided by IES, as of the date of this proxy statement, IES owned 565,886 shares of GIFI Common Stock (or 3.5% of the total number of outstanding shares of GIFI Common Stock as of the Record Date). Pursuant to the Merger Agreement, IES has agreed to, and will cause its affiliates to, at the Special Meeting, and at every adjournment or postponement of the shareholder meeting (subject to the limits on the number of postponements and adjournments set forth in the Merger Agreement), and in any action by written consent of shareholders of the Company (i) appear (in person or by proxy) at each such meeting or otherwise cause all of the shares of GIFI Common Stock that IES and its affiliates are entitled to vote to be counted as present thereat for purposes of calculating a quorum, and (ii) cause all of the shares of GIFI Common Stock with respect to which IES and its affiliates have voting rights to be voted, and duly execute and deliver any written consent of shareholders of the Company with respect to such GIFI Common Stock, “FOR” (A) the proposal to approve the Merger Agreement and the Merger; (B) any proposal to adjourn or postpone the Special Meeting to a later date if there are not sufficient votes for approval (subject to the limits on the number of postponements and adjournments set forth in the Merger Agreement); and (C) each of the other actions contemplated by the Merger Agreement.

As of the close of business on the Record Date, the shares held by the Supporting Shareholders and IES represented approximately     % of the outstanding shares of GIFI Common Stock, that have committed to vote “FOR” the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal and the transactions contemplated thereby.

GIFI Common Stock is currently registered under the Exchange Act and is listed on Nasdaq under the symbol “GIFI.” At the Effective Time, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of IES. As a result of the Merger, the Company will cease to be a publicly traded company. Following the completion of the Merger, GIFI Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.

Each of the Company’s directors and executive officers hold outstanding restricted stock units (“RSUs”) that represent the right to receive an equivalent number of shares of GIFI Common Stock, which are referred to as “Company RSU Award(s)” in this proxy statement.

Under the terms of the Merger Agreement, each outstanding award of time-based restricted stock units granted under the Company’s equity incentive plans shall, at the Effective Time, be converted into the right to receive upon vesting a cash payment in an amount equal to the product of (i) the number of shares of Common Stock subject to such Company RSU Award immediately prior to the Effective Time multiplied by (ii) $12.00, the Merger Consideration (the “Substitute Award(s)”). Additionally, under the terms of the Merger Agreement, each outstanding performance-based Company RSU Award with a performance period that is incomplete (or that is complete but for which performance is not determinable) as of the Effective Time shall be treated as if performance had been achieved at the target level (i.e., 100%), and shall be converted to a Substitute Award. As of the Effective Time, all Company RSU Awards shall no longer be outstanding and shall automatically cease to exist, and each holder thereof shall cease to have any rights with respect thereto, except the right to the applicable Substitute Award. Further, each Substitute Award shall remain subject to the original vesting terms and conditions as the underlying Company RSU Award, except as otherwise provided under the terms and conditions of the Merger Agreement or any employment agreement by and between the holder of a Substitute Award and the Surviving Corporation, and will pay out as follows:

Pursuant to the Merger Agreement, the Company will take all actions necessary with respect to its Second Amended and Restated 2015 Stock Incentive Plan, to provide for, subject to the completion of the Merger, the treatment of the Company RSU Awards as set forth in the Merger Agreement (and described in the sections of this proxy statement entitled “The Merger Agreement—Treatment of GIFI Equity Awards” and “The Merger Proposal (Proposal No. 1)—Interests of GIFI Directors and Executive Officers in the Merger”) and to terminate such incentive plan as of the Effective Time of the Merger.

Together with IES, we are working toward completing the Merger as promptly as practicable after the date of the Special Meeting and currently expect to complete the Merger in the first quarter of 2026. We cannot be certain when or if the conditions to the Merger will be satisfied (or, to the extent permitted, waived). The Merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the approval of the Merger Agreement by the Company’s shareholders.

If the Merger Agreement is not approved by the Company’s shareholders, or if the Merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their shares of GIFI Common Stock in connection with the Merger. Except in certain circumstances where the Company enters into an alternative transaction to the Merger, the Company would remain a public company, and shares of GIFI Common Stock would continue to be registered under the Exchange Act, as well as listed and traded on Nasdaq. If the Merger Agreement is terminated, in certain specified circumstances, a termination fee will be due and payable by the Company to IES. See the sections of this proxy statement entitled “The Merger Agreement—Termination Fee” and “The Merger Agreement—Effect of Termination.”

At or prior to the Effective Time, IES will deposit with a paying agent of its choosing, in trust for the benefit of holders of shares of GIFI Common Stock, cash sufficient to pay the Merger Consideration. Promptly after the Effective Time, IES will instruct the paying agent to mail to each record holder of shares of the GIFI Common Stock as of the Effective Time a letter of transmittal and instructions for use in effecting the surrender of the certificates, or transfer of the book-entry shares, representing the shares of GIFI Common Stock in exchange for the Merger Consideration. Any portion of the Merger Consideration that remains unclaimed by the former holders of GIFI Common Stock for 12 months after the Effective Time will be delivered by the paying agent to IES upon demand, and any remaining former holders of shares of GIFI Common Stock will thereafter look only to IES for payment of their claim for the Per Share Merger Consideration. Any amounts remaining unclaimed by former holders of shares of GIFI Common Stock immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental entity will, to the extent permitted by applicable law, become the property of IES.

If any certificate representing shares of GIFI Common Stock is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by IES,

the posting by such person of a bond, in such reasonable amount as IES may direct, as indemnity against any claim that may be made against it with respect to such certificate, the paying agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration to be paid in respect of the shares of GIFI Common Stock represented by such certificate.

IES is not obligated to change the Merger Consideration of $12.00 per share of GIFI Common Stock if there is a change in the market price of GIFI Common Stock prior to the Closing.

To receive the Merger Consideration, you must hold your shares of GIFI Common Stock through completion of the Merger. Consequently, if you transfer or sell your shares of GIFI Common Stock before completion of the Merger, you will have transferred your right to receive the Merger Consideration to the transferee.

The Record Date for shareholders entitled to notice of and to vote at the Special Meeting is     . If you transfer your shares of GIFI Common Stock after the Record Date, but before the Closing, then unless you have granted a “legal proxy” to the purchaser as part of the transfer, you will have the right to vote at the Special Meeting, although you will have transferred your right to receive the Merger Consideration to the transferee.

No. Under the LBCA, holders of GIFI Common Stock are not entitled to appraisal rights in connection with the Merger or any of the transactions contemplated thereby. For more information, see the section of this proxy statement entitled “No Appraisal Rights.”

Generally, yes, if you are a “U.S. holder” (as defined below in the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Material U.S. Federal Income Tax Consequences of the Merger”). The exchange of shares of GIFI Common Stock for the Merger Consideration will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. holder will recognize taxable gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received by such U.S. holder in the Merger; and (2) such U.S. holder’s adjusted tax basis in the shares of GIFI Common Stock exchanged therefor. With respect to a “non-U.S. holder,” the exchange of shares of GIFI Common Stock for the Merger Consideration generally will not be subject to U.S. federal income tax unless such non-U.S. holder has certain connections with the United States. U.S. federal backup withholding may apply to the cash payment made pursuant to the Merger unless the shareholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or appropriate IRS Form W-8 or applicable successor form).

Each shareholder is urged to read the discussion in the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Material U.S. Federal Income Tax Consequences of the Merger.”

Because individual circumstances may differ, we recommend that holders of GIFI Common Stock consult their own tax advisors to determine the U.S. federal income tax consequences relating to the Merger in light of their own particular circumstances and any consequences arising under any state, local or non-U.S. tax laws or tax treaties.

The Company pays all expenses incurred in connection with the solicitation of proxies for the Special Meeting. We have retained Sodali & Co., a proxy solicitor firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $27,500 plus reasonable out-of-pocket expenses. We will also indemnify the proxy solicitor against losses arising out of its provision of these services on our behalf. In addition, we will request banks, brokers, trustees or other nominees that hold shares of GIFI Common Stock beneficially owned by others to send these proxy materials to, and obtain voting instructions from, the beneficial owners and will reimburse such banks, brokers, trustees or other nominees for related reasonable expenses. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements and personal solicitation by our directors, officers and employees. No additional compensation will be paid to directors, officers or employees for such solicitation efforts.

SEC rules permit companies and intermediaries, such as banks, brokers, trustees or other nominees, to deliver a single set of proxy materials to two or more shareholders sharing the same address, a process known as “householding.” Currently, we do not engage in householding for shareholders of record. However, certain brokerage firms with account holders who are beneficial owners of GIFI Common Stock may have adopted householding procedures. Once a beneficial owner has received notice from his or her bank, broker, trustee or other nominee that it will be householding communications to the beneficial owner’s address, householding will continue until the beneficial owner is notified otherwise or until one or more of the beneficial owners revokes his or her consent.

If you would like to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you may either contact your bank, broker, trustee or other nominee or the Company’s proxy solicitor in connection with the Special Meeting using the contact information below.

You may also request prompt delivery of additional copies of our proxy materials by contacting Sodali & Co., which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at +1 (800) 662-5200 (banks, brokers, trustees and other nominees may call collect at +1 (203) 658-9400) or by email: GIFI@investor.sodali.com.

Yes. There are risks associated with all business combinations, including the Merger. See the section of this proxy statement entitled “Cautionary Statement on Forward-Looking Statements.”

The Company will announce preliminary voting results at the Special Meeting via the Special Meeting website and publish preliminary results, or final results if available, in a current report on Form 8-K filed with the SEC within four business days after the Special Meeting.

This proxy statement, and the documents incorporated by reference in this proxy statement, contain forward-looking statements in which we discuss our potential future performance, operations and projects and the proposed Merger and transactions. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to financial performance and operating results, including the Company Projections (defined below); diversification and entry into new end markets; our integration of the automation business (“Englobal Automation Business”), engineering business (“Englobal Engineering Business”) and government businesses (the “Englobal Government Business” and, together with the Englobal Automation Business and Englobal Engineering Business, the “Englobal Business”) of ENGlobal Corporation acquired by the Company in the second quarter of 2025 (the “Englobal Acquisition”) into the Company’s existing operations and the realization of the anticipated benefits of the Englobal Acquisition; industry outlook; oil and gas prices; timing of investment decisions and new project awards; cash flows and cash balance; capital expenditures; tax rates; implementation of our share repurchase program and any other return of capital to shareholders; liquidity; execution of strategic initiatives; completion of the proposed Merger; and the realization of the anticipated benefits of the proposed Merger. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “forecast,” “will,” “should,” “to be,” “proposed,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

The Company cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or Company Change of Recommendation (as defined in the Merger Agreement and below in this proxy statement); the inability to complete the proposed Merger due to the failure to obtain the shareholder approval necessary for the proposed Merger; the failure to obtain, delays in obtaining, or adverse conditions contained in any required regulatory or other approvals for completion of the Merger or the failure to satisfy other conditions to completion of the proposed Merger; the failure of the proposed Merger to close for any other reason, including due to a Company Material Adverse Effect (as defined in the Merger Agreement); risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement, proposed Merger or otherwise; the risk that the pendency of the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed Merger; the effect of the announcement of the proposed Merger on the Company’s relationships with its contractual counterparties, including customers, operating results and business generally; the amount of the costs, fees, expenses and charges related to the Merger; and other factors described under the heading “Risk Factors” in (i) Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, (ii) Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, (iii) Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, (iv) Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and (v) as may be further updated by subsequent filings with the SEC or in this proxy statement.

Additional factors or risks that the Company currently deems immaterial, that are not presently known to it or that arise in the future could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made, which the Company cannot control. Further, the Company may make changes to its plans that could affect its results. The Company cautions investors that it undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in the Company’s assumptions, changes in plans, actual experience or other changes.

We are furnishing this proxy statement to the Company’s shareholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

The Special Meeting will be held exclusively via live webcast at     on    , 2026 beginning at     Central Time, at www.virtualshareholdermeeting.com/GIFI2026SM, or at any adjournment or postponement thereof.

At the Special Meeting, we will ask our shareholders as of the Record Date to vote on (1) the Merger Proposal, (2) the Merger Compensation Proposal and (3) the Adjournment Proposal. If holders of shares of GIFI Common Stock fail to approve the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

The holders of record and beneficial owners of GIFI Common Stock as of the close of business on    ,    , the Record Date for the Special Meeting, and persons with a valid proxy for the Special Meeting, are entitled to vote at the Special Meeting. As of the close of business on the Record Date, there were     outstanding shares of GIFI Common Stock.

The presence in person (including by means of remote communication such as virtually) or by proxy of a majority of outstanding shares of GIFI Common Stock entitled to vote at the meeting is necessary to constitute a quorum at the Special Meeting. As of the Record Date,     shares constitute a majority of the outstanding shares of GIFI Common Stock entitled to vote at the Special Meeting.

If you submit a signed proxy card (regardless of whether you indicate how you wish to vote) or grant a proxy electronically over the Internet or by telephone, or vote at the Special Meeting, your shares of GIFI Common Stock will be counted for purposes of determining the presence of a quorum. However, because banks, brokers, trustees or other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, if you hold your GIFI Common Stock in “street name,” failing to instruct your bank, broker, trustee or other nominee on how to vote your shares of GIFI Common Stock on at least one of the proposals or failing to vote at the Special Meeting will result in your shares not being counted for purposes of determining the presence of a quorum. If you give voting instructions to your bank, broker, trustee or other nominee with respect to at least one of the proposals, then your shares of GIFI Common Stock will be deemed present at the Special Meeting for purposes of establishing a quorum, since your shares would be voted as instructed with respect to any proposal as to which instructions were given, and likely would be voted in accordance with the Board’s recommendation with respect to any other proposal, subject to the procedures of your broker. Further, abstentions will be counted for purposes of determining the presence of a quorum.

Each share of GIFI Common Stock outstanding as of the Record Date is entitled to one vote on each proposal submitted to a vote at the Special Meeting.

At the close of business on the Record Date, the directors and executive officers of the Company were entitled to vote     shares of GIFI Common Stock, or approximately   % of the outstanding shares of GIFI Common Stock on the Record Date. Concurrently with the execution and delivery of the Merger Agreement and as an inducement to IES’s willingness to enter into the Merger Agreement, the Supporting Shareholders entered into the Voting Agreement, pursuant to which, and subject to the terms and limitations thereof, among other things, the Supporting Shareholders agreed to vote the shares of GIFI Common Stock beneficially owned by each of them in favor of the adoption of the Merger Agreement, the Merger and the transactions contemplated thereby at the Special Meeting. As of the close of business on the Record Date, the shares held by the Supporting Shareholders represented approximately   % of the outstanding shares of GIFI Common Stock that have committed to vote “FOR” the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal and the transactions contemplated thereby.

The directors and executive officers of Company have interests in the Merger that may be different from, or in addition to, the interests of the Company’s shareholders generally. These interests are described in more detail in the section if this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Interests of GIFI Directors and Executive Officers in the Merger.”

Additionally, based on information provided by IES, as of the date of this proxy statement, IES owned 565,886 shares of GIFI Common Stock (or 3.5% of the total number of outstanding shares of GIFI Common Stock as of the record date). Pursuant to the Merger Agreement, IES has agreed to, and will cause its affiliates to, at the Special Meeting, and at every adjournment or postponement of the shareholder meeting (subject to the limits on the number of postponements and adjournments set forth in the Merger Agreement), and in any action by written consent of shareholders of the Company (1) appear (in person or by proxy) at each such meeting or otherwise cause all of the shares of GIFI Common Stock that IES and its affiliates are entitled to vote to be counted as present thereat for purposes of calculating a quorum, and (2) cause all of the shares of GIFI Common Stock with respect to which IES and its affiliates have voting rights to be voted, and duly execute and deliver any written consent of shareholders of the Company with respect to such GIFI Common Stock, “FOR” (i) the proposal to approve the Merger Agreement and the Merger; (ii) any proposal to adjourn or postpone the Special Meeting to a later date if there are not sufficient votes for approval (subject to the limits on the number of postponements and adjournments set forth in the Merger Agreement); and (iii) each of the other actions contemplated by the Merger Agreement.

As of the close of business on the Record Date, the shares held by the Supporting Shareholders and IES, represented approximately   % of the outstanding shares of GIFI Common Stock, all of which have committed to vote “FOR” the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal and the transactions contemplated thereby.

You are entitled to attend the virtual Special Meeting only if you were a shareholder of record or beneficial owner of GIFI Common Stock as of the Record Date, or you have a valid proxy for the Special Meeting. You may participate in the Special Meeting, including to vote and submit a question during the Special Meeting, by logging into the Special Meeting website with your 16-digit control number found on your proxy card accompanying your proxy materials or the voting instructions form(s).

Shareholders of Record. If you were a shareholder of record (i.e., you hold your shares registered in your name through our transfer agent, Equiniti) at the close of business on the Record Date, you can participate (including casting your vote, submitting a question and viewing the list of shareholders of record) in the Special Meeting, by logging into www.virtualshareholdermeeting.com/GIFI2026SM. If you plan to attend the Special Meeting via the Special Meeting website, you will need the 16-digit control number included on your proxy card accompanying your proxy materials.

Beneficial Owners. If on the Record Date, your shares of GIFI Common Stock are held in “street name,” meaning a bank, broker, trustee or other nominee is the shareholder of record of your shares (i.e., you are a beneficial owner), you are entitled to participate in the Special Meeting by logging into www.virtualshareholdermeeting.com/GIFI2026SM with the 16-digit control number(s) found on your voting instructions form(s). Beneficial owners who cannot locate their 16-digit control number(s) should contact each bank, broker, trustee or other nominee who holds shares of GIFI Common Stock on their behalf (preferably at least five days before the Special Meeting) to obtain their 16-digit control number in order to be able to participate in the Special Meeting (including casting their vote, submitting a question and viewing the list of shareholders of record).

Shareholders of Record. If your shares of GIFI Common Stock are registered directly in your name with our transfer agent, Equiniti, you are, with respect to those shares, the “shareholder of record.” The proxy materials have been mailed to such shareholders of record by us. You may submit your proxy and voting instructions by using any of the methods below.

If you sign, date and return the enclosed proxy card, your proxy authorizes each of Richard W. Heo, the Company’s President, Chief Executive Officer and Chairman of the Board, and Westley S. Stockton, the Company’s Executive Vice President, Chief Financial Officer, Treasurer and Secretary, to act as your proxies at the Special Meeting and at any adjournment or postponement of such meeting, each with the power to appoint his substitute, and to represent and vote your shares of GIFI Common Stock as you directed, if applicable. The proxies will vote your shares of GIFI Common Stock at the Special Meeting as instructed by the latest dated proxy received from you,

whether submitted online, by telephone, or by mail. If you sign, date, and return your proxy card and do not indicate how you want your shares of GIFI Common Stock to be voted, then your shares of GIFI Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Beneficial Owners. If your shares of GIFI Common Stock are held by a bank, broker, trustee or other nominee, you are the “beneficial owner” of shares held in “street name.” The proxy materials should have been forwarded to you by the bank, broker, trustee or other nominee that holds your shares of GIFI Common Stock. The bank, broker, trustee or other nominee is considered, with respect to those shares, the shareholder of record.

Subject to the procedures of your broker, if you submit your voting instruction card and do not indicate how you want your shares of GIFI Common Stock to be voted on one or more proposals, then your shares of GIFI Common Stock likely will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal, as applicable, by the Board-designated proxies.

For assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Sodali & Co., which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at +1 (800) 662-5200 (banks, brokers, trustees and other nominees may call collect at +1 (203) 658-9400) or by email: GIFI@investor.sodali.com.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change such proxy any time before it is voted at the Special Meeting. If you are a shareholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your latest-dated proxy will count. Joining the Special Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your shares of GIFI Common Stock in “street name,” you should contact your bank, broker, trustee or other nominee for instructions regarding how to change your vote or submit new voting instructions. Beneficial owners should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting procedures of your bank, broker, trustee or other nominee. You may also vote at the Special Meeting with the 16-digit control number(s) found on your

voting instructions form(s), or, if you did not obtain a 16-digit control number from each bank, broker, trustee or other nominee who holds shares of GIFI Common Stock on your behalf, by contacting such banks, brokers, trustees or other nominees to obtain your 16-digit control number(s).

Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

An abstention occurs when a shareholder attends a meeting, either virtually or by proxy, but votes “ABSTAIN”. Abstentions will be included in the calculation of the number of shares of GIFI Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

The Special Meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal. If, at Special Meeting, the number of shares of GIFI Common Stock present or represented by proxy and voting “FOR” the Merger Proposal is insufficient to approve the Merger Proposal, the Company intends to move to adjourn the Special Meeting in order to enable the Board to solicit additional proxies for approval of the Merger Proposal. In that event, the Company will ask holders of GIFI Common Stock to vote upon the Adjournment Proposal, but not the other proposals discussed in this proxy statement. Pursuant to the Company’s bylaws, the Special Meeting may be adjourned without new notice being given if the new date, time, or place (or means of remote communication, if any) is announced at the Special Meeting before adjournment unless a new record date is fixed for the adjourned meeting.

The Board, after considering the various factors more fully described in the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Recommendation of the GIFI Board of Directors and Reasons for Recommendation,” (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable and are fair to, and in the best interests of, the Company and its shareholders, (ii) approved the Merger Agreement, other transaction documents and the transactions contemplated thereby, (iii) directed that the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated by the Merger Agreement be submitted to the Company’s shareholders for consideration at a special meeting in accordance with the Merger Agreement, and (iv) resolved to recommend that the Company’s shareholders approve the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated thereby.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The Board is soliciting your proxy, and the Company will bear the cost of the solicitation of proxies. We have retained Sodali & Co., a proxy solicitor firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $27,500 plus reasonable out-of-pocket expenses. We will also indemnify the proxy solicitor against losses arising out of its provision of these services on our behalf. In addition, we will request banks, brokers, trustees or other nominees that hold shares of GIFI Common Stock beneficially owned by others to send these proxy materials to, and obtain voting instructions from, the beneficial owners and will reimburse such banks, brokers, trustees or other nominees for related reasonable expenses. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements and personal solicitation by our directors, officers and employees. No additional compensation will be paid to directors, officers or employees for such solicitation efforts.

You should not return any evidence of your shares of GIFI Common Stock or send documents representing GIFI Common Stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send to you a letter of transmittal, if applicable, and related materials and instructions for receiving the Merger Consideration for your shares of GIFI Common Stock.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of GIFI Common Stock, please contact our proxy solicitor:

Gulf Island Fabrication, Inc. is a Louisiana corporation, and GIFI Common Stock trades on Nasdaq under the symbol “GIFI.” Gulf Island is a leading fabricator of complex steel structures, modules and automation systems, and a provider of specialty services, including engineering, project management, commissioning, repair, maintenance, scaffolding, coatings, welding enclosures, cleaning and environmental, and technical field services to the industrial, energy and government sectors. Gulf Island’s principal executive offices are located at 2170 Buckthorne Place, Suite 420, The Woodlands, Texas 77380, and its telephone number is +1 (713) 714-6100.

Additional information about the Company can be found in our public filings with the SEC, which are incorporated herein by reference. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

IES is a Delaware corporation, and its common stock, par value $0.01 per share, is traded on Nasdaq under the symbol “IESC.” IES designs and installs integrated electrical and technology systems and provides infrastructure products and services to a variety of end markets, including data centers, residential housing and commercial and industrial facilities. IES’s principal executive offices are located at 13131 Dairy Ashford Rd., Suite 500, Sugar Land, Texas 77478, and its telephone number is +1 (713) 860-1500.

IES Merger Sub, LLC is a Louisiana limited liability company formed by IES for the sole purpose of completing the Merger with the Company and is an indirect wholly owned subsidiary of IES. Merger Sub has engaged in no other business to date except for activities pursuant to or in connection with the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into the Company and will cease to exist. Merger Sub’s principal executive offices are located at 13131 Dairy Ashford Rd., Suite 500, Sugar Land, Texas 77478, and its telephone number is +1 (713) 860-1500.

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company in accordance with the requirements of the LBCA, at which time the separate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation in the Merger as an indirect wholly owned subsidiary of IES. Following the Merger, the GIFI Common Stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. Upon effectiveness of the Merger, each of holder of the GIFI Common Stock, other than the Company Excluded Stock, will have the right to receive the consideration described below under “—Effect of the Merger on GIFI Common Stock.”

Unless the parties otherwise mutually agree, the closing of the Merger (the “Closing”) will occur on a date that is no later than the third business day after all the conditions to the Closing are satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions); provided, however, that if such satisfaction or waiver of the conditions occurs within 10 calendar days prior to the end of a fiscal quarter, the date of Closing shall occur on the first business day of the following fiscal quarter. Subject to the satisfaction or waiver of the conditions to the completion of the Merger described in the section entitled “—Conditions to the Closing of the Merger,” including obtaining the Company Shareholder Approval, it is currently anticipated that the Merger will close in the first quarter of 2026. It is possible that factors outside the control of both companies could result in the Merger being completed at a different time, or not at all.

The Merger will be effective at the Effective Time, which will be the time the Articles of Merger are filed with the Secretary of State of the State of Louisiana or such other, later date and time as is agreed between the parties and specified in the Articles of Merger. At the Effective Time, the articles of incorporation and bylaws of the Company in effect immediately prior to the Effective Time will be amended and restated to be in the form of Exhibits B and C to the Merger Agreement, respectively.

The respective obligations of each party to effect the Merger will be subject to the fulfillment of the following conditions at or prior to the Effective Time:

Additional Conditions to the Obligations of the Company. Unless waived by the Company, the obligation of the Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following additional conditions:

Additional Conditions to the Obligations of IES and Merger Sub. Unless waived by IES, the obligations of IES and Merger Sub to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following additional conditions:

The obligation of IES and Merger Sub to complete the Merger is not subject to the ability of IES to obtain financing. IES and Merger Sub have represented to the Company that IES has and will have, as and when needed, including as of the Closing Date, access to sufficient, immediately available funds to pay the aggregate Merger Consideration and to perform, and to cause Merger Sub to perform, its obligations with respect to the Merger and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions contemplated by the Merger Agreement.

Financing Cooperation. During the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Closing Date, and subject to certain limited exceptions, the Company has agreed to use commercially reasonable efforts to cooperate (and to cause its subsidiaries and its and their respective representatives to use their respective commercially reasonable efforts to cooperate) with IES (as reasonably requested by IES in writing) in connection with any financing arrangement by IES (or any direct or indirect affiliate thereof) in connection with the transactions contemplated by the Merger Agreement upon the terms and subject to conditions acceptable to IES in its sole discretion.

IES expects to finance the transaction with cash on hand and funds from the IES Credit Facility.

The Merger Agreement provides that at the Effective Time, each share of GIFI Common Stock issued and outstanding immediately prior to the Effective Time, other than the Company Excluded Stock, will automatically convert into the right to receive an amount of cash equal to $12.00, without interest, per each such share (the “Per Share Merger Consideration”). Also at the Effective Time, all shares of GIFI Common Stock (other than Company Excluded Stock) will cease to be outstanding and will automatically be canceled and will cease to exist, and each holder of GIFI Common Stock will cease to be a shareholder of the Company and have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or any rights related to being a holder of the Company RSU Awards.

At the Effective Time, each share of Company Excluded Stock (which does not include any such shares held on behalf of third parties who are not controlled affiliates of the Company, IES or Merger Sub or their respective subsidiaries) will automatically cease to be outstanding and will be canceled and retired without payment of any consideration therefor.

At or prior to the Effective Time, IES will deposit with the paying agent, in trust for the benefit of holders of shares of GIFI Common Stock, cash sufficient to pay the Merger Consideration. Promptly after the Effective Time, IES will instruct the exchange agent to mail to each record holder of shares of the GIFI Common Stock as of the Effective Time a letter of transmittal and instructions for use in effecting the surrender of the certificates, or transfer of the book-entry shares, representing the shares of GIFI Common Stock in exchange for the Merger Consideration. Any portion of the Merger Consideration that remains unclaimed by the former holders of GIFI Common Stock for

12 months after the Effective Time will be delivered by the paying agent to IES upon demand, and any remaining former holders of shares of GIFI Common Stock will thereafter look only to IES for payment of their claim for the Per Share Merger Consideration. Any amounts remaining unclaimed by former holders of shares of GIFI Common Stock immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental entity will, to the extent permitted by applicable law, become the property of IES.

If any certificate representing shares of GIFI Common Stock is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by IES, the posting by such person of a bond, in such reasonable amount as IES may direct, as indemnity against any claim that may be made against it with respect to such certificate, the paying agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration to be paid in respect of the shares of GIFI Common Stock represented by such certificate.

For information regarding the treatment of the Company’s equity awards, please see the section of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Interests of GIFI Directors and Executive Officers in the Merger—Treatment of GIFI Equity Awards.”

Pursuant to the Merger Agreement, the Company will take all actions necessary with respect to its Second Amended and Restated 2015 Stock Incentive Plan, to provide for, subject to the completion of the Merger, the treatment of the Company RSU Awards as set forth in the Merger Agreement (and described in the sections of this proxy statement entitled “The Merger Proposal (Proposal No. 1)—Interests of GIFI Directors and Executive Officers in the Merger”) and to terminate such incentive plan as of the Effective Time of the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable a shareholder of a Louisiana corporation to avoid the effects of a proposed corporate action, such as the Merger, by selling the shareholder’s shares to the corporation at their fair value, paid in cash. Under the LBCA, however, a shareholder of a Louisiana corporation does not have appraisal rights in connection with a merger or other extraordinary transaction if the corporation’s outstanding shares are a “covered security” under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended (the “Securities Act”). A “covered security” includes, among other things, a security listed on Nasdaq. GIFI Common Stock is currently listed on Nasdaq. Accordingly, shareholders of the Company are not entitled to appraisal rights in connection with the Merger or any of the transactions contemplated thereby.

The Merger Agreement contains certain representations and warranties by the Company to IES and Merger Sub, on the one hand, and IES and Merger Sub, in each case, to the Company, on the other hand, regarding aspects of their respective businesses, financial condition and structure, as well as other facts pertinent to the Merger. These representations and warranties are in many respects subject to materiality, knowledge, previous public disclosure in SEC filings, and other similar qualifications contained in the Merger Agreement, and expire at the Effective Time. The representations and warranties of each of the Company, on the one hand, and IES and Merger Sub, on the other hand, were made solely for the benefit of the other party or parties, as applicable. In addition, those representations and warranties were intended not as statements of actual fact, but rather as a way of allocating risk between the parties, were modified by the confidential disclosure schedules accompanying the Merger Agreement, were subject to the materiality standards and prior public disclosure as described in the Merger Agreement (which may differ from what may be viewed as material by you) and were made only as of the date of the Merger Agreement and the Closing Date or another date as is specified in the Merger Agreement. Information concerning the subject matter of these representations or warranties may have changed since the date of the Merger Agreement. The Company will provide additional disclosure in its SEC reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosure as required by federal securities laws.

The Company made a number of representations and warranties to IES and Merger Sub, including representations and warranties related to the following matters:

Each of IES and Merger Sub also made a number of representations and warranties to the Company, including representations and warranties related to the following matters:

Company Material Adverse Effect. Certain representations and warranties of the Company and its subsidiaries are qualified as to materiality or as to “material adverse effect,” which when used with respect to the Company and its subsidiaries means any event, change, effect, development or occurrence that has had, or would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the business, property, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or any event that creates a prohibition, material impediment or material delay in the completion of the transactions contemplated by the Merger Agreement, other than any event, change, effect, development, circumstance, condition or occurrence resulting from, relating to or arising out of:

IES Material Adverse Effect. Certain representations and warranties of IES and Merger Sub are also qualified as to materiality or as to “material adverse effect,” which when used with respect to IES and Merger Sub means, as the case may be, any event, change, effect, development or occurrence that, either individually or in the aggregate, is or would be reasonably likely to prevent or materially impair, interfere with, hinder or delay the completion of, or IES or Merger Sub’s ability to complete, the Merger or the other transactions contemplated by the Merger Agreement.

The Company has agreed that, until the earlier of the termination of the Merger Agreement or the Effective Time, except as may be required by applicable law, as may be consented to in writing by IES, as otherwise contemplated by the Merger Agreement or as set forth in the Company’s disclosure schedule to the Merger Agreement, the Company will conduct its business, and cause its subsidiaries to conduct their business, in each case, in the ordinary course of business, and use its commercially reasonable efforts to (i) preserve, and cause its subsidiaries to preserve, their relationships with clients, customers, suppliers, distributors and creditors and other persons with which such entity has significant business relations, and (ii) keep available the services of its present executive officers, directors and key employees.

The Company has further agreed that, until the earlier of the termination of the Merger Agreement or the Effective Time, except as may be required by applicable law, as may be consented to in writing by IES (which consent may not be unreasonably withheld, conditioned or delayed), as otherwise contemplated by the Merger Agreement or as set forth on the Company’s disclosure schedule to the Merger Agreement, the Company will not, and will cause its subsidiaries not to:

Additionally, the Company also agreed to (i) use its commercially reasonable efforts to maintain insurance with financially responsible insurance companies in such amounts and against such risks and losses as are now carried by the Company, and (ii) (a) keep in full force and effect any material permit of the Company required by any governmental entity for the continuing operation of the business, and (b) file on a timely basis all material notices, reports, returns and other filings required to be filed with or reported to any governmental entity, as well as all applications and other documents necessary to maintain, renew, extend any material permit of the Company required by any governmental entity for the continuing operation of its business.

Special Meeting. The Company has agreed to take all necessary action to duly call, give notice of and convene the Special Meeting promptly after the date the SEC has informed the Company that it has no further comments to

or has declined to review this proxy statement. Unless the Board has made a Company Change of Recommendation (as defined below), the Company agreed to, through the Board, recommend to the shareholders of the Company that they vote their shares of GIFI Common Stock in favor of adopting the Merger Agreement (the “Company Recommendation”) and include the Company Recommendation in this proxy statement. The Company further agreed to, unless there is a Company Change of Recommendation, use its reasonable best efforts to solicit sufficient proxies from the shareholders of the Company in favor of the adoption of the Merger Agreement, the Merger and the transactions contemplated thereby and to take all other actions necessary or advisable to secure the Company Shareholder Approval. The Company may, after consultation with IES, adjourn or postpone the Special Meeting only (a) to ensure that any supplement or amendment to this proxy statement that is required by applicable law is timely provided to the shareholders of the Company; (b) if as of the time for which the Special Meeting is originally scheduled there are insufficient shares of the GIFI Common Stock present at the Special Meeting to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (c) if additional time is required to solicit proxies in order to obtain the Company Shareholder Approval; provided, however, that (i) no single adjournment shall be for more than 30 days unless otherwise required by applicable law, and (ii) all such adjournments together shall not cause the date of the Special Meeting to be held less than five business days prior to the End Date. The Company may also postpone or adjourn the Special Meeting if (1) the Company is required to postpone or adjourn the Special Meeting by applicable law, (2) the Board reasonably determines in good faith (after consultation with outside legal counsel) that it is necessary under applicable law to postpone or adjourn the Special Meeting in order to give the shareholders of the Company sufficient time to evaluate any information or disclosure that the Company has sent or otherwise made available to such holders by issuing a press release, filing materials with the SEC or otherwise, or (3) the Board has made a Company Change of Recommendation. The Company may not postpone or adjourn the Special Meeting pursuant to the foregoing clause (2) on more than three occasions, and such adjournment or postponement must not delay the Special Meeting by more than 10 business days from the prior-scheduled date on any single occasion or to a date on or after the fifth business day preceding the End Date. Except as required by applicable law and unless there has been a Company Change of Recommendation, in no event shall the record date of the Special Meeting be changed without IES’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Board Recommendation. In connection with the Company’s entry into the Merger Agreement, the Board resolved to adopt the Company Recommendation. Subject to certain limited exceptions, neither the Board nor any committee thereof may:

The term “Company Acquisition Proposal” means any bona fide offer or proposal, whether or not in writing, or any bona fide written indication of interest, received from or made public by a third party (other than an offer, proposal or indication of interest by IES, Merger Sub or their respective subsidiaries) relating to any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) pursuant to which any person, other than IES, Merger Sub or their respective affiliates, proposes to (A) directly or indirectly acquire

beneficial ownership, or the right to acquire beneficial ownership, of any business or assets of the Company or any of its subsidiaries whose business constitutes 15% or more of the Company’s consolidated net revenues, net income, earnings before interest, tax, depreciation and amortization (“EBITDA”) or assets, (B) directly or indirectly acquire or purchase 15% or more of any class of equity securities of the Company or any of its subsidiaries whose business constitutes 15% or more of the Company’s consolidated net revenues, net income, EBITDA or assets, (C) commence a tender offer or exchange offer that, if completed, would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its subsidiaries whose business constitutes 15% or more of the Company’s consolidated net revenues, net income, EBITDA or assets, or (D) directly or indirectly commence any merger, consolidation, business combination, joint venture, partnership, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries whose business constitutes 15% or more of the Company’s consolidated net revenues, net income, EBITDA or assets.

Subject to certain limited exceptions, from the date of the Merger Agreement until the earlier of the Effective Time and the date on which the Merger Agreement is terminated in accordance with its terms, the Company has agreed not to, and to cause its subsidiaries and its and their respective directors, officers, and employees not to, and shall direct its and their other representatives acting on its and their behalf not to, directly or indirectly:

Notwithstanding these restrictions, the Merger Agreement provides that the Board, directly or indirectly through any officer, employee or representative, may (i) furnish non-public information regarding the Company or any of its subsidiaries to, and afford access to the business, properties, books or records of the Company and any of its subsidiaries to, any person, and (ii) engage and participate in discussions and negotiations with any person, in each case in response to an unsolicited, written and bona fide Company Acquisition Proposal if the Board, or any committee thereof, prior to taking any such particular action, concludes in good faith, after consultation with its financial advisors and outside legal counsel, that (1) such unsolicited, written and bona fide Company Acquisition

Proposal constitutes, or is reasonably likely to result in, a Company Superior Offer (as defined below), and (2) the failure to participate in such negotiations or discussions with the person making the Company Acquisition Proposal, or to furnish such information or data to the person making the Company Acquisition Proposal, would reasonably be likely to be inconsistent or deemed inconsistent with its fiduciary duties under applicable law.

The Company has agreed to promptly, and in no event later than 24 hours after its or any of its representatives’ receipt of any Company Acquisition Proposal or any inquiry or request for discussions or negotiations regarding a Company Acquisition Proposal or non-public information relating to the Company or any of its subsidiaries regarding a Company Acquisition Proposal, advise IES orally and in writing of such Company Acquisition Proposal, inquiry or request. The Company must also keep IES informed in all material respects on a reasonably prompt basis with respect to any change to the material terms of any such Company Acquisition Proposal.

At any time prior to receipt of Company Shareholder Approval, the Board may make a Company Change of Recommendation, if (and only if):

Additionally, other than with respect to a Company Superior Offer, nothing in the Merger Agreement will prohibit or restrict the Board from making a Company Change of Recommendation in response to an Intervening Event (as defined below) to the extent that:

The term “Company Superior Offer” means a bona fide written Company Acquisition Proposal for a Company Acquisition Transaction (each as defined in the Merger Agreement, except with references in the definition

of Company Acquisition Transaction to “15%” being deemed to be replaced with references to “50%”) on terms that the Board, or any committee thereof, determines, in good faith, after consultation with its outside legal counsel and its financial advisor, is (A) if accepted, reasonably likely to be completed, and (B) more favorable to the shareholders of the Company than the transactions contemplated by the Merger Agreement taking into account at the time of determination any proposal by IES to amend or modify the terms of the Merger Agreement committed to in writing and after taking into account all aspects of the Company Acquisition Proposal, including the form of consideration, the adequacy and conditionality of any financing and the timing and likelihood of completion.

The term “Intervening Event” means any event, change, effect, circumstance, development or occurrence regarding the Company and its subsidiaries that is not known or reasonably foreseeable (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable), to or by the Board, as the case may be, as of the date of the Merger Agreement, except that such event, change, effect, circumstance, development or occurrence will not constitute an Intervening Event if such event, change, effect, circumstance, development or occurrence results from or arises out of (A) the announcement or the existence of, compliance with or performance under the Merger Agreement or the transactions contemplated thereby (including the impact thereof on the relationships, contractual or otherwise, with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to such transactions), (B) any Company Acquisition Proposal, (C) certain alternate transactions as described in the Merger Agreement, or (D) any Company Superior Offer.

For purposes of integration planning and the completion of the transactions contemplated by the Merger Agreement, the Company has agreed to afford IES and its specified representatives reasonable access during normal business hours and upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the date on which the Merger Agreement is terminated in accordance with its terms, to the Company and its subsidiaries’ properties, contracts, commitments, books and records as IES may reasonably request. The Company further agreed to permit officers and agents of IES to conduct physical and environmental inspections, independent appraisals, and such other tests and examinations and studies (including a Phase I environmental site assessment) of the real property owned by the Company or its subsidiaries as IES desires at all reasonable times. The Company further agreed to provide IES with copies of all documents and records (in the Company’s possession or reasonable control) reasonably requested by IES in connection with such real property. IES agreed to (i) repair and restore such real property to the substantially same condition that existed prior to any inspections conducted by IES or its authorized agents or representatives, and (ii) indemnify, defend, and hold harmless the Company for any damage to such real property occurring in connection with IES or its authorized agents’ inspections expect for claims or liabilities arising out of the mere discovery of any property condition not caused or exacerbated by IES’s inspection activities.

For a period of six years from the Effective Time, the Surviving Corporation will, and IES will cause the Surviving Corporation to, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its subsidiaries’ organizational documents or any exculpation and indemnification obligations and any obligations for the advancement of expenses contained in any agreements of the Company or its subsidiaries with any of their respective current or former directors, officers or employees, in each case as in effect as of the date of the Merger Agreement, and no such provision may be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its subsidiaries. In addition, subject to certain limited exceptions, from and after the Effective Time, IES, the Surviving Corporation and its subsidiaries will jointly and severally, to the fullest extent permitted under applicable law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director and officer of the Company and its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another entity or enterprise at the request or for the benefit of the Company or any of its subsidiaries against any costs or expenses in advance of the final disposition of any claim, suit, proceeding or investigation to the fullest extent permitted by applicable law.

For a period of six years from the Effective Time, the Surviving Corporation will, and IES will cause the Surviving Corporation to, maintain in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date of the Merger Agreement by the Company and its

subsidiaries with respect to matters existing or arising on or before the Effective Time, except that the Surviving Corporation and IES will not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement in respect of the coverage. In lieu of the foregoing, the Company may (but is not obligated to) obtain, at or prior to the Effective Time, a six-year “tail” policy under the Company’s existing directors’ and officers’ insurance policy if and to the extent the same may be obtained for an amount that, in the aggregate, does not exceed 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement in respect of such coverage.

Each of the parties to the Merger Agreement agreed to use (and to cause each of its controlled affiliates to use) its reasonable best efforts to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper and advisable under applicable laws to complete the Merger and the other transactions contemplated by the Merger Agreement, including using reasonable best efforts to obtain all necessary actions or nonactions, waivers, clearances, expiration or termination of applicable waiting periods, consents and approvals, from governmental entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, expiration or termination of applicable waiting periods, consent or approval from, or to avoid an action or proceeding by, any governmental entity, in each case as promptly as practicable, and obtain all necessary nonactions, consents, approvals or waivers from third parties other than any governmental entity, in each case as promptly as practicable. IES agreed to pay all filings fees pursuant to the HSR Act in connection with the transactions contemplated by the Merger Agreement.

Subject to the terms and conditions set forth in the Merger Agreement, each of IES and the Company further agreed to (i) make their respective filings under the HSR Act no later than 15 business days after the date of the Merger Agreement (unless a later date is mutually agreed by the parties in writing), and (ii) as promptly as practicable, prepare and file all filings, requests, registrations and notices necessary under each specified regulatory law with respect to the Merger and the transactions contemplated by the Merger Agreement.

Subject to certain limited exceptions, each of the Company, on the one hand, and IES, on the other hand, have agreed to (i) make available to the other party such information as the other party may reasonably request in order to make its HSR Act filing, (ii) respond to information or document requests by any relevant governmental entity in connection with the transactions contemplated by the Merger Agreement, including by providing any information requested by any such governmental entity, (iii) keep each other party apprised of the status of matters relating to the completion of such transactions, (iv) cooperate in all respects and consult with the other party in connection with obtaining all necessary actions or nonactions, waivers, clearances, expiration or termination of applicable waiting periods, consents and approvals, from governmental entities, (v) prior to transmitting any communications, advocacy, white papers, information responses or other submissions to any governmental entity in connection with the Merger or such transactions, permit counsel for the other party a reasonable opportunity to review and provide comments thereon, and consider in good faith the views of the other party in connection therewith, and (vi) not, and cause its affiliates not to, participate in any substantive meeting or discussion with any governmental entity in connection with the Merger or such transactions unless it consults with the other party in advance and gives the other party the opportunity to attend and participate.

Pursuant to the Merger Agreement, IES and its affiliates have agreed to use their reasonable best efforts, subject to certain limitations, to resolve any objections and avoid or eliminate each impediment that a governmental entity may assert under applicable regulatory laws with respect to the transactions contemplated by the Merger Agreement to enable the completion of the Merger to occur as promptly as practicable following the date of the Merger Agreement (and in any event no later than the End Date). However, IES and its affiliates will not be obligated to take remedial actions for purposes of resolving any such objection or avoiding or eliminating any such impediment.

IES will, upon reasonable consultation with the Company, control, lead and direct all actions, decision and strategy for, and make all final determinations as to the timing and appropriate course of action with respect to, (i) obtaining clearances, expirations or terminations of waiting periods, consents and approvals from governmental entities, and all other matters related to regulatory laws and related inquiries, negotiations and actions, in connection with the transactions contemplated by the Merger Agreement, and (ii) responding to and defending any action by or with any governmental entity in connection with the such transactions. Additionally, IES will retain sole discretion in deciding whether to litigate, defend against, or otherwise contest any action by any governmental entity relating to such transactions pursuant to or under the antitrust laws of the United States. The Company has agreed to, and to

cause its affiliates to, use its reasonable best efforts to provide full and effective support of IES in all material respects in all such inquiries, negotiations and actions to the extent requested by IES. Further, IES, the Company and their respective affiliates have agreed to not, without the prior written consent of the other party, (i) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act, or (ii) enter into any timing agreement or similar agreement with any governmental entity, or extend any waiting period under any regulatory law.

IES, Merger Sub and the Company agreed not to, and to cause their respective affiliates not to, acquire or agree to acquire equity or assets of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any person, or any business unit, division, subsidiary or other portion of any person, if such action would reasonably be expected to (i) materially increase the risk of a governmental entity or law prohibiting, preventing, restricting, or otherwise making unlawful the completion of the transactions contemplated by the Merger Agreement, (ii) materially delay the satisfaction of the conditions to the closing, or (iii) otherwise prevent or materially delay the completion of the such transactions.

Following the Effective Time and until the first anniversary of the Closing Date (or, if earlier, until the date of termination of employment of the relevant employee), IES has agreed to provide (or cause its subsidiaries to provide) the individuals who are employed by the Company or any of its subsidiaries immediately before the Effective Time and who immediately following the Closing Date continue such employment (each, a “Current Employee”) with (i) annual base salary or wages (as applicable) that are no less favorable than the annual base salary or wages (as applicable) provided to such Current Employee immediately prior to the Effective Time, (ii) short-term target cash bonus or other short-term target cash incentive opportunities (other than any retention or transaction bonuses or incentives) that are no less favorable than the short-term target cash bonus or other short-term target cash incentive opportunities (as applicable) provided to such Current Employee immediately prior to the Effective Time, (iii) long-term incentive compensation opportunities that are no less favorable than the long-term incentive compensation opportunities provided to such Current Employee immediately prior to the Effective Time, (iv) severance benefits that are no less favorable than those the severance benefits mutually specified between the parties, and (v) employee benefits (other than any defined benefit pension, nonqualified deferred compensation, retention or transaction benefits, equity or equity-based compensation and post-termination or retiree health or welfare benefits), that are no less favorable in the aggregate than the employee benefits (subject to the same exclusions) provided to such Current Employee immediately prior to the Effective Time.

For purposes of vesting of defined contribution plan retirement benefits, eligibility to participate and, solely for vacation and paid time off policies, severance plans and policies, and disability plans and policies, determining levels of benefits (but not, for the avoidance of doubt, for any purposes, including benefit accrual, under any defined benefit pension plan) under the employee benefit plans of IES and its subsidiaries providing benefits to any Current Employees after the Effective Time, each Current Employee will be credited with such Current Employee’s years of service with the Company and its subsidiaries and their respective predecessors before the Effective Time, to the same extent and for the same purpose as such Current Employee was entitled, before the Effective Time, to credit for such service under any analogous Company benefit plan in which such Current Employee participated immediately prior to the Effective Time, provided that the foregoing will not apply to the extent that it would result in a duplication of benefits or coverage with respect to the same period of service. In addition, effective as of the Effective Time and thereafter, for the plan year in which the closing occurs, IES and its subsidiaries have agreed to (or to cause the Surviving Corporation to) (i) cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any corresponding group health plan of the Surviving Corporation, IES or any of their respective subsidiaries to be waived with respect to Current Employees and their eligible dependents, and (ii) fully credit each Current Employee with all deductible payments, co-insurance and other out-of-pocket expenses incurred by such Current Employee and such employee’s covered dependents under the corresponding group health benefit plans of the Company or its subsidiaries prior to the closing for the purpose of determining the extent to which such Current Employee has satisfied the deductible, co-insurance, or maximum out-of-pocket requirements applicable to such Current Employee and such employee’s covered dependents for such plan year under any corresponding benefit plan of the Surviving Corporation, IES or any of their respective subsidiaries, as if such amounts had been paid in accordance with such plan.

If timely requested by IES in writing, the Company and each of its subsidiaries have agreed to take all corporate action as is necessary to terminate the Company’s qualified retirement plan effective no later than as of the day immediately prior to the Closing Date.

Concurrently with the execution and delivery of the Merger Agreement and as an inducement to IES’s willingness to enter into the Merger Agreement, the Supporting Shareholders entered into the Voting Agreement, pursuant to which, and subject to the terms and limitations thereof, among other things, the Supporting Shareholders agreed to vote the shares of GIFI Common Stock beneficially owned by each of them in favor of the adoption of the Merger Agreement, the Merger and the transactions contemplated thereby at the Special Meeting. As of the close of business on the Record Date, the shares held by the Supporting Shareholders represented approximately    % of the outstanding shares of GIFI Common Stock that have committed to vote “FOR” the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal and the transactions contemplated thereby. The Voting Agreement is attached as Annex B to this proxy statement and is incorporated herein by reference.

Preparation of this Proxy Statement and Delisting. IES and the Company agreed to furnish to the other party such data and information relating to it, its respective subsidiaries and the holders of its capital stock, as IES or the Company, as applicable, may reasonably request for the purpose of including such data and information in this proxy statement, and, in each case, any amendments or supplements thereto.

The Company agreed to prepare and file with the SEC this proxy statement in preliminary form no later than 30 days after the date of the Merger Agreement. Pursuant to the terms in the Merger Agreement, the Company further agreed to (i) comply in all material respects with the notice requirements applicable to the Company in respect of the Company Shareholder Meeting, and (ii) use its reasonable best efforts to (a) cause this proxy statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, and (b) mail the definitive form of this proxy statement to the shareholders of the Company as promptly as possible following the completion of the SEC review.

IES and the Company agreed make all necessary filings, if any, with respect to the Merger and the transactions contemplated thereby under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder.

Prior to the Effective Time, the Company agreed to cooperate with IES and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of Nasdaq to enable the delisting of GIFI Common Stock from Nasdaq and the deregistration of the same under the Exchange Act as promptly as practicable after the Effective Time.

Public Announcements. Except with respect to a Company Change of Recommendation, from the date of the Merger Agreement until the earlier of the Effective Time and the date on which the Merger Agreement is terminated in accordance with its terms, IES and the Company have agreed to use reasonable best efforts to develop a joint communications plan and to ensure that all press releases and other public statements with respect to the transaction contemplated by the Merger Agreement, to the extent they have not been previously issued or disclosed, are consistent with such joint communications plan. Further, except with respect to a Company Change of Recommendation, unless otherwise required by applicable law or as specified in the Merger Agreement, neither the Company, on the one hand, nor any of IES and Merger Sub, on the other hand, may issue any press release or public statement with respect to the Merger without the other’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. IES and Merger Sub, on one hand, and the Company, on the other hand, have agreed to promptly notify the other in writing of any shareholder litigation or other litigation or proceedings brought or threatened in writing against it or its directors or executive officers or other representatives relating to the Merger Agreement or the transactions contemplated thereby. Additionally, the Company has agreed to not cease to defend, consent to the entry of any judgment, settle or offer to settle or take any other material action with respect to any such litigation or proceeding without the prior written consent of IES (which consent may not be unreasonably withheld, delayed or conditioned).

Notice of Changes. Each of IES and the Company have agreed to promptly notify the other party of its actual knowledge of any occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on such party.

IES Ownership of GIFI Common Stock and Voting. As of the date of this proxy statement, IES owned 565,886 shares of GIFI Common Stock (or 3.5% of the total number of outstanding shares of GIFI Common Stock

as of the Record Date). Pursuant to the Merger Agreement, IES has agreed to, and will cause its affiliates to, at the Special Meeting, and at every adjournment or postponement of the shareholder meeting (subject to the limits on the number of postponements and adjournments set forth in the Merger Agreement), and in any action by written consent of shareholders of the Company (i) appear (in person or by proxy) at each such meeting or otherwise cause all of the shares of the GIFI Common Stock that IES and its affiliates are entitled to vote to be counted as present thereat for purposes of calculating a quorum, and (ii) cause all of the shares of the GIFI Common Stock with respect to which IES and its affiliates have voting rights to be voted, and duly execute and deliver any written consent of shareholders of the Company with respect to such GIFI Common Stock, “FOR” (1) the Merger Proposal, (2) the Adjournment Proposal, and (3) each of the other actions contemplated by the Merger Agreement. As of the close of business on the Record Date, the shares held by the Supporting Shareholders and IES represented approximately    % of the outstanding shares of GIFI Common Stock, that have committed to vote “FOR” the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal and the transactions contemplated thereby.

The Merger Agreement may be terminated in accordance with its terms at any time prior to the Effective Time, whether before or after obtaining Company Shareholder Approval:

In the event of termination of the Merger Agreement pursuant to its terms and conditions, the Merger Agreement shall terminate and there will be no other liability on the part of the Company or IES to the other except (i) as related to the Termination Fee, (ii) for liability arising out of or the result of, any fraud or willful breach of any covenant, agreement, representation or warranty in the Merger Agreement occurring prior to termination, and (iii) as provided in the NDA entered into by the Company and IES, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

The Merger Agreement also provides for the payment of a termination fee by the Company to IES if the agreement is terminated in specified circumstances. The Company will be obligated to pay IES a Termination Fee of approximately $7.6 million if all of the following circumstances exist:

The Company will also be obligated to pay IES the Termination Fee if (i) the Merger Agreement is terminated by IES in connection with a Company Change of Recommendation by the Board or a willful breach of certain of the Company’s covenants or agreements contained in the Merger Agreement, or (ii) the Merger Agreement is terminated by the Company pursuant in order to enter into an agreement based on a Company Acquisition Proposal providing for a Company Superior Offer prior to the receipt of Company Shareholder Approval.

Subject to certain exceptions set forth in the Merger Agreement, whether or not the Merger is completed, all costs and expenses incurred in connection with the transactions contemplated by the Merger, the Merger Agreement and the Transactions shall be paid by the party incurring or required to incur such expenses.

Amendment; Waiver. At any time prior to the Effective Time, any provision of the Merger Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, IES and Merger Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after receipt of Company Shareholder Approval, if any such amendment or waiver will by applicable law require further approval of the Company shareholders or IES stockholders, as applicable, the effectiveness of such amendment or waiver will be subject to the approval of the Company shareholder or IES stockholders, as applicable.

Specific Performance. The parties have agreed that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of the Merger Agreement were not performed, or were threatened to be not performed, in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties is entitled to an injunction or equitable relief to prevent breaches of the

Merger Agreement and to enforce specifically its terms and provisions; provided, however, that neither IES nor Merger Sub is entitled to specific performance to cause the Company to complete the transactions contemplated by the Merger Agreement and payment of the Termination Fee to IES.

Governing Law. The Merger Agreement, and all claims or causes of action that may be based upon, arise out of or relate to the Merger Agreement or the negotiation, execution or performance thereof, is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware (except that matters relating to (i) the exercise of fiduciary duties by the members of the Board or officers of the Company and its subsidiaries, and (ii) whether appraisal rights or dissenters’ rights are available to the Company’s shareholders in connection with the Merger, in each case shall be subject to the laws of the State of Louisiana).

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

The Company is seeking the approval by its shareholders of the Merger Agreement that the Company entered into on November 7, 2025 with IES and Merger Sub. Under the terms of the Merger Agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as an indirect wholly owned subsidiary of IES. The Board has (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable and are fair to, and in the best interests of, the Company and its shareholders, (ii) approved the Merger Agreement, other transaction documents and the transactions contemplated thereby, (iii) directed that the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated by the Merger Agreement be submitted to the Company’s shareholders for consideration at a special meeting in accordance with the Merger Agreement, and (iv) resolved to recommend that the Company’s shareholders approve the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated thereby.

The Board and management periodically review and evaluate the Company’s business and long-term strategy, competitive position, historical operational and financial performance, and prospects and opportunities, with the goals of bolstering the Company’s competitive position within its markets and enhancing shareholder value. These reviews have led to frequent discussions between the Board and the management team regarding strategic opportunities available to the Company, including continuing to execute on its long-term strategy as a standalone company and pursuing business opportunities through mergers, acquisitions, joint ventures and other strategic transactions.

In 2024 and early 2025, prior to any indication from IES that it might have an interest in acquiring the Company, IES and the Company had several cursory discussions about potential strategic collaborations, including a potential acquisition by IES of a minority interest investment in the Company. These discussions were initiated by Jeffrey L. Gendell, Executive Chairman and controlling stockholder of IES, who initially contacted Robert M. Averick, the Board’s Lead Independent Director. Mr. Averick then introduced Mr. Gendell to Richard W. Heo, the Company’s President, Chief Executive Officer and Chairman of the Board. These discussions led to several visits by IES to the Company’s sites, but did not result in any contractual, legal or business relationship between the parties.

The following summarizes the principal meetings and negotiations and actions among the parties leading up to the execution and announcement of the Merger Agreement. This summary does not purport to describe every interaction among the Company, IES or other parties or their respective representatives.

On May 8, 2025, Mr. Gendell reached out to Mr. Averick regarding reinitiating discussions with the Company about potential strategic collaborations.

On June 5, 2025, Mr. Gendell contacted Mr. Heo via email requesting a meeting in Houston to catch up on the status of the Company’s business and the Englobal integration.

On June 19, 2025, Mr. Heo met with Mr. Gendell and Ms. Tracy McLauchlin, Chief Financial Officer of IES. The parties discussed among other things, the Company’s business and the status of the Englobal integration. Mr. Gendell stated that IES was evaluating strategic opportunities and wanted to reinitiate and discuss the interest of IES in potential strategic collaborations with the Company.

On July 2, 2025, Mr. Heo was contacted by Mr. Gendell to request a site visit for Mr. Gendell and Mr. Michael Rice, President of IES Infrastructure, at the Company’s Houma facility.

On July 15, 2025, Messrs. Heo, Gendell and Rice met at the Company’s Houma facility. The parties further discussed, among other things, the possibility of strategic collaborations between IES and the Company, including

the possibility of the Company acting as a subcontractor for IES. Later that evening, Messrs. Heo, Gendell and Rice met for an informal dinner where they discussed, among other things, the status of the respective businesses, opportunities where the Company could potentially provide capacity support to IES and potential synergies if IES were to acquire the Company.

On July 25, 2025, Mr. Averick was contacted, on an unsolicited basis, by Mr. Gendell to discuss, generally, potential strategic collaborations between IES and the Company, including, for the first time, the interest of IES in a potential acquisition of the Company without discussion of any specific terms, including price.

On July 31, 2025, Mr. Heo convened a regularly scheduled quarterly Board meeting via videoconference during which management provided an update regarding the Company’s current strategic opportunities, as well as business prospects, recent project awards, and the Company’s performance to date as well as other agenda items. As part of the strategic update, Mr. Heo informed the Board of management’s prior discussions with Mr. Gendell and other members of the IES executive team regarding ways the companies could work together, including a potential acquisition of the Company by IES. Mr. Heo noted that there would be an upcoming meeting with IES at the Englobal Automation business facility in Houston, Texas. The Board discussed the strategic updates, including in executive session.

On August 4, 2025, the Company received a written, non-binding indication of interest (the “Initial Indication of Interest”) from IES to acquire all of the outstanding shares of GIFI Common Stock for a purchase price of $10.00 per share in cash. Mr. Heo promptly shared the Initial Indication of Interest with the Board. The Board held a special meeting later that same day to discuss. At the meeting, Mr. Heo reviewed the history of prior interactions between IES and the Company that initially focused on potential strategic collaborations. Mr. Averick informed the Board that he had a prior limited history with Mr. Gendell, based primarily on mutual business contacts. Mr. Averick informed the Board that Mr. Gendell had reached out to him earlier that morning on August 4, 2025, to explain why IES was interested in acquiring the Company, including the synergies presented by the Company’s Englobal business and the Company’s Fabrication business. Mr. Heo informed the Board that Mr. Gendell indicated that there could be potential employment opportunities for the current management of the Company with the surviving company if the transaction proposed by IES was completed, but he indicated that no details of such employment or formal offer of employment had been made. Representatives of Jones Walker LLP, the Company’s outside legal counsel (“Jones Walker”), outlined the next steps that the Company should consider taking, including, among other things, executing a confidentiality and standstill agreement with IES and engaging an investment banker in connection with the potential transaction. Following a review of the Initial Indication of Interest by the Board and further deliberations at the meeting, the Board authorized (i) Mr. Heo to continue discussions with IES subject to first entering into a confidentiality and standstill agreement, and (ii) management to engage an investment banker to, among other things, analyze the fairness of the cash purchase price offered in the Initial Indication of Interest. On August 4, 2025, the closing price of GIFI Common Stock was $6.85.

Following the Board meeting on August 4, 2025, Mr. Heo sent a draft confidentiality and standstill agreement (the “NDA”) with customary provisions prepared by Jones Walker to Mary K. Newman, General Counsel of IES, and Mr. Gendell. During the period from August 4^th through August 8^th, the Company and IES negotiated the terms of the NDA with representatives from Jones Walker participating in such negotiations. On August 8, 2025, the Company and IES executed the NDA, which contained customary mutual confidentiality protections, a non-solicitation and non-hire provision that prohibited each party from soliciting for employment or hire any member of the executive team of the other party for one year, and a customary standstill provision.

On August 8, 2025, at the request of Mr. Heo, Mr. Averick contacted Mr. Gendell to acknowledge receipt of the Initial Indication of Interest. During that conversation, Mr. Averick responded to Mr. Gendell’s inquiry as to the relative competency of the Company’s management and the Company’s upcoming response to the Initial Indication of Interest, which included preliminary discussions of the price included in the Initial Indication of Interest.

On August 11, 2025, Mr. Heo, on behalf of the Company, sent to Mr. Gendell and Matthew J. Simmes, Chief Executive Officer of IES, the Company’s response to the Initial Indication of Interest and informed IES that the Board had, subject to entering into the NDA, authorized management to provide IES access to certain information in connection with IES’s due diligence of the Company and its operations to facilitate further discussions regarding a

potential transaction between the parties. The response further indicated that the Board found the cash price offered in the Initial Indication of Interest to be the minimum price to warrant proceeding further with discussions under the protection of the NDA and noted the Board’s hope that as IES made progress in its due diligence, it would signal to the Company a revised proposal with a higher price.

On August 12, 2025, Mr. Heo and Westley S. Stockton, the Company’s Chief Financial Officer, and Mr. Gendell and Ms. Newman, met at the Company’s Englobal Automation business facility in Houston, Texas. The parties discussed, among other things, the Company’s Englobal Automation business and opportunities to work together. No discussions regarding the potential transaction took place at this meeting. Later that evening, at dinner, Messrs. Heo, Stockton and Gendell and Ms. Newman discussed, among other things, the status of the respective businesses and high-level business rationale for the potential transaction between the parties.

On August 13, 2025, a special meeting of the Board was convened, during which the Company’s management updated the Board on the status of discussions between the Company and IES’s, as well as the status of IES due diligence efforts. Mr. Heo informed the Board that management had started negotiations with Johnson Rice to act as the Company’s financial advisor in connection with the potential transaction, with the Board then authorizing management to engage Johnson Rice as the Company’s financial advisor in connection with the potential transaction. Mr. Heo further noted that management was preparing financial forecasts to provide to IES, Johnson Rice and the Board. Ms. Newman submitted an initial information request list to Messrs. Heo and Stockton on this date.

On August 14, 2025, the Company and Johnson Rice executed an engagement letter pursuant to which the Company retained Johnson Rice as its financial advisor, including, if requested by the Board, the provision of a fairness opinion by Johnson Rice in advance of any Board approval of the potential transaction with IES.

On August 19, 2025, the Company granted to William Albright, Vice President of Finance and Corporate Development of IES, and select representatives of IES access to a virtual data room containing information regarding the Company for purposes of performing a due diligence review.

During August 2025, there were multiple due diligence meetings and calls between representatives of IES, primarily between Messrs. Albright and Stockton regarding the Company’s business. These calls included discussion of management’s financial forecasts.

On August 27, 2025, a special meeting of the Board was convened during which management provided an update on the continuing discussions with IES. Mr. Heo informed the Board that the Company had provided certain diligence materials to IES, including management’s financial forecasts which were also shared with the Board and Johnson Rice. Mr. Heo discussed his view as to the likely key value proposition of the transaction for IES, including skilled and tenured workforce, and facilities strategically located and with capacity. Mr. Heo noted that he and Mr. Simmes had tentatively agreed to discuss the potential transaction, including what the combined company would look like, the week of September 1, 2025. At the August 27 meeting, Mr. Stockton presented management’s financial forecasts. Representatives of Johnson Rice presented its valuation analysis for the potential transaction with IES based on management’s financial forecasts, including an analysis of certain comparable public companies selected by Johnson Rice, strategic transactions of similar companies and a discounted free cash flow analysis. After further deliberations, the Board confirmed its support of management’s continuation of discussions with IES regarding the potential transaction.

On September 3, 2025, Messrs. Heo and Simmes had dinner together with their spouses, which included limited discussions between Messrs. Heo and Simmes regarding the potential transaction.

On September 5, 2025, a special meeting of the Board was convened during which a further update of the Company’s discussions with IES was provided by management. Mr. Heo indicated to the Board that he had sent Mr. Simmes a follow-up email after their dinner to which Mr. Simmes responded that he expected the IES team to meet the afternoon of September 4^th to discuss next steps. At the September 5^th meeting, the Board further discussed management’s financial forecasts and Johnson Rice’s preliminary valuation analysis that were previously presented to the Board at the August 27, 2025 meeting. Mr. Heo provided the Board with an update on the Company’s current business prospects and the Board discussed with Messrs. Heo and Stockton the Company’s financial performance and outlook if it continued as a stand-alone company. In response to a question on next steps, the Board authorized Mr. Averick to hold discussions with Mr. Gendell regarding the potential transaction and to relay any discussions back to the Board. The Board also discussed the potential for an ongoing relationship with IES if the parties did not ultimately complete the potential transaction.

On September 9, 2025, Mr. Averick, at the request of Mr. Heo, contacted Mr. Gendell to discuss the potential transaction. The parties discussed IES’s initial offer price of $10.00 per share and Mr. Averick discussed the Board’s position that the Company would not be interested in pursuing a transaction at that price. On the call, Mr. Averick and Mr. Gendell discussed, among other things, management’s financial forecasts that were provided to IES and the potential synergies provided by the potential transaction. Later that day, Mr. Gendell emailed Mr. Heo to schedule a call for September 11, 2025 to discuss the potential transaction.

On September 10, 2025, a special meeting of the Board was convened during which Mr. Averick provided the Board with an update regarding his call the previous day with Mr. Gendell. The Board discussed its views on IES’s current offer price of $10.00 per share and confirmed its position that such price was inadequate.

On September 11, 2025, Messrs. Heo, Averick and Gendell had a call to discuss the potential transaction. On the call, the parties discussed, among other things, IES’s initial offer price, and, in Mr. Averick’s opinion, that an offer in the $12.00 per share price range was more appropriate and was more likely to be well-received by both the Board and the Company’s shareholders, clarifying that he did not speak for the entire Board.

On September 12, 2025, Mr. Gendell contacted Mr. Heo to indicate that IES would raise its price to $12.00 per share and that a revised written indication of interest would be forthcoming. On September 12, 2025, the closing price of GIFI Common Stock was $7.63.

On September 16, 2025, the Board held a regularly scheduled strategy session. At the meeting, Mr. Heo provided management’s presentation, which included, among other things, a discussion regarding the Company’s current strategic opportunities, business prospects, recent project awards, and the Company’s performance to date. During the meeting, the Board also received an update on the potential transaction with IES and the parties’ discussions to date, including that the Company had received a verbal revised indication of interest from IES to acquire the Company for $12.00 per share. Representatives of Johnson Rice presented a revised preliminary valuation analysis based on IES’s verbal revised indication of interest. The presentation was substantially similar to Johnson Rice’s presentation at the August 27, 2025 Board meeting, but took into account the verbal revised offer the Company received from IES. Johnson Rice discussed the relative premium implied in IES’s initial $10.00 per share price and the verbal revised $12.00 per share price. Johnson Rice informed the Board that, based on its preliminary valuation analysis, the verbal revised offer of $12.00 per share represented a premium to almost all financial metrics based on Johnson Rice’s preliminary public peer comparable company analysis, as well as premiums to its strategic peer comparable transaction analysis, comparable transaction premium analysis, historical price analysis and discounted cash flow analysis. After further deliberations, the Board confirmed that it was comfortable continuing discussions with IES based on its verbal revised offer of $12.00 per share and, that if the Company was presented with a formal written offer from IES for $12.00 per share, then the Board’s next step would be to review the key terms of the merger agreement for the transaction. The Board also discussed the potential for employment opportunities for Messrs. Heo and Stockton at the combined company following any transaction between the Company and IES. Mr. Heo noted that a call with IES was scheduled for September 17, 2025 to discuss the potential transaction. An executive session of the Board’s independent directors was held immediately following the conclusion of the Board meeting.

On September 17, 2025, Messrs. Heo and Stockton participated in a call with Messrs. Gendell and Albright to discuss, among other things, current business prospects of the Company, the financial forecast and the process for a potential transaction between the parties. Further, Messrs. Stockton and Albright had another call on September 18, 2025 to discuss the process for a closing and timeline should the transaction definitive documentation be executed.

On September 22, 2025, IES delivered a non-binding letter of intent (the “LOI”) to Messrs. Heo and Averick, which was promptly provided to the Board. In the LOI, IES proposed to acquire the Company for a price of $12.00 per share in cash. The LOI indicated that while there would be no financing condition, the proposed transaction agreement would include customary closing conditions. Additionally, the LOI (i) indicated IES’s expectation that certain GIFI shareholders would enter into customary voting agreements concurrently with the transaction agreement to vote in favor of the potential transaction, and (ii) included a requirement for the Company to work exclusively with IES regarding a potential transaction with the Company for a period of 57 business days, expiring December 15, 2025. The closing price of GIFI Common Stock on September 22, 2025 was $7.08.

On September 25, 2025, Mr. Stockton participated in a call with Mr. Albright and Michael Keasey, Director of Corporate Development of IES, where they discussed, among other things, the status of due diligence, the potential transaction process and the agenda for a call to be held on September 26, 2025.

On September 26, 2025, representatives of each of IES, Norton Rose Fulbright LLP, outside legal counsel to IES (“NRF”), the Company, Johnson Rice and Jones Walker participated in a call to discuss the LOI. During the call, Jones Walker raised certain concerns it had with the version of the LOI sent to Messrs. Heo and Averick on September 22, 2025, and IES agreed to send a revised LOI clarifying, among other things, a shorter exclusivity period that would end on November 15, 2025.

On September 30, 2025, Mr. Stockton participated in a call with Messrs. Albright and Keasey, during which they informed Mr. Stockton that a revised LOI was forthcoming that would continue to include a material adverse effect clause, a shortened exclusivity period, and an expectation that equity awards held by members of the Board would vest at closing (consistent with the terms of their underlying award agreement), but equity awards held by all others would vest according to the vesting terms of the existing equity awards. Messrs. Albright and Keasey indicated that IES would request a “no shop” provision in the merger agreement and a 5% termination fee.

On September 30, 2025, IES delivered a revised LOI to Messrs. Heo and Stockton addressing the concerns discussed on the call between the parties held on September 26, 2025, including the shorter exclusivity period. Shortly after receipt, Jones Walker suggested additional changes to the revised LOI, including clarifying the treatment of outstanding equity awards.

On October 1, 2025, the Board met to discuss, among other things, the revised LOI received September 30, 2025 and the open issues. Mr. Heo provided the Board with an update on the negotiation process that had taken place with respect to certain terms and conditions in the LOI, including, among other things, the exclusivity period and treatment of Company equity awards. Johnson Rice indicated its opinion that the likelihood of receiving an offer superior to IES’s was relatively low given the premium offered and the current state of the market. Following these discussions, the Board confirmed its support for the Company to execute the LOI and to continue discussions with IES regarding the potential transaction. Jones Walker and NRF ultimately agreed to revise the LOI to provide that the parties would address the treatment of equity awards, other than those held by directors, in the definitive merger agreement. Mr. Heo executed the revised LOI on behalf of the Company on October 2, 2025.

During the period from October 2, 2025 through November 5, 2025, representatives from the Company, Jones Walker, IES and NRF held regular calls to discuss the status of the diligence process and outstanding and follow-up due diligence requests.

On October 8, 2025, representatives of NRF provided representatives from Jones Walker an initial draft of the Merger Agreement (the “10/8 Draft Merger Agreement”). The 10/8 Draft Merger Agreement was also provided to management of the Company and subsequently delivered to the Board for its review. The 10/8 Draft Merger Agreement provided, among other things, (i) that at the Effective Time of the Merger, all outstanding Company equity awards would be converted into the right to receive cash equal to the number of shares of GIFI Common Stock subject to such award multiplied by the $12.00 per share merger consideration, subject to the same vesting and settlement terms of the underlying equity award; (ii) a termination fee of 5% of the equity value to be paid by the Company if the Merger Agreement was terminated in the event that the Board changed its recommendation or in certain cases where the Company completed an alternative transaction; and (iii) a non-solicitation covenant that contained a fiduciary out, ability for the Company to respond to unsolicited third party offers under certain circumstances and a covenant to submit the potential transaction with IES to a vote of shareholders regardless of whether the Board changed its recommendation to the shareholders to vote in favor of the Merger.

On October 10, 2025, the Board held a special meeting, during which representatives from Jones Walker provided a brief overview of certain key provisions and terms contained in the 10/8 Draft Merger Agreement. Mr. Heo informed the Board that he was scheduled to have lunch with Mr. Simmes later that day at which he would raise the issue of potential employment agreements with the combined company. The Board and representatives from Jones Walker discussed next steps and the process for negotiating the key business and legal provisions of the Merger Agreement.

On October 11, 2025, representatives of NRF provided a draft Voting Agreement to Jones Walker. Between October 11, 2025 and the signing of the Merger Agreement, the parties and their advisors, NRF and Jones Walker negotiated the terms of the Voting Agreement.

On October 13, 2025, Messrs. Heo, Stockton, Gendell and Simmes had dinner together to discuss, among other things, Messrs. Heo and Stockton’s potential future employment. It was discussed that there were employment and growth opportunities for both Messrs. Heo and Stockton.

On October 14, 2025, Messrs. Heo and Stockton engaged their own independent counsel, Porter Hedges, to represent them in their individual capacities to negotiate employment agreements with IES on behalf of Messrs. Heo and Stockton.

On October 17, 2025, representatives from Jones Walker provided representatives from NRF with a revised draft of the Merger Agreement.

On October 22, 2025, representatives from NRF provided representatives from Jones Walker with a revised draft of the Merger Agreement (the “10/22 Draft Merger Agreement”), which was subsequently provided to management and the Board for their review. The 10/22 Draft Merger Agreement did not contain any changes relative to the treatment of Company RSUs but provided for, among other things, a termination fee of 4.5% of the equity value, calculated based on the total consideration paid.

On October 24, 2025, the Board held a special meeting to discuss the 10/22 Draft Merger Agreement, during which representatives from Jones Walker provided a brief overview of the business and legal issues contained in the 10/22 Draft Merger Agreement and changes to certain key provisions and terms relative to the 10/8 Draft Merger Agreement. The Board and representatives from Jones Walker discussed next steps and process for negotiating the key business and legal provisions of the Merger Agreement.

On October 28, 2025, representatives from NRF provided representatives from Jones Walker with an initial draft of the form of employment agreement for Messrs. Heo and Stockton with the Surviving Corporation, which was forwarded by Messrs. Heo and Stockton to Porter Hedges for its review. Between October 28, 2025 and November 6, 2025, the date before the signing of the Merger Agreement, Messrs. Heo and Stockton and representatives from IES and their advisors and legal counsel negotiated the terms of the employment agreements for Messrs. Heo and Stockton with the Surviving Corporation.

On October 30, 2025, representatives from NRF provided representatives from Jones Walker with a revised draft of the Merger Agreement (the “10/30 Draft Merger Agreement”), which was subsequently provided to management and the Board for their review. The 10/30 Draft Merger Agreement did not contain any changes relative to the treatment of Company RSUs, but resolved the other key issues in the Merger Agreement being negotiated between the parties, including IES’s agreement to a termination fee of 4.0% of the equity value, calculated based on the total consideration paid. Messrs. Averick and Gendell spoke by telephone to discuss progress on the transaction.

On October 31, 2025, Messrs. Heo and Stockton met with Mr. Simmes and Ms. Newman to discuss, among other things, the potential transition roles of Messrs. Heo and Stockton in the Surviving Corporation, the terms of their draft employment agreements for short-term transition period and the treatment of Company RSUs in the Merger. A follow-up call was held on November 4, 2025, between Messrs. Heo, Stockton, Simmes and Ms. Newman to further discuss the draft employment agreements, including IES’s expectations regarding the terms of non-compete arrangements that would be included in the employment agreements for Messrs. Heo and Stockton.

On November 3, 2025, Jones Walker provided representatives from NRF with a revised draft of the Merger Agreement.

On November 4, 2025, representatives from NRF provided representatives from Jones Walker with a revised draft of the Merger Agreement (the “11/4 Draft Merger Agreement”), which was subsequently provided to management and the Board for their review. The 11/4 Draft Merger Agreement resolved the remaining key issues being negotiated between the parties.

From November 5, 2025 through November 6, 2025, the date before the signing of the Merger Agreement, the parties finalized execution versions of the Merger Agreement and Voting Agreement and employment agreements of Messrs. Heo and Stockton.

On November 6, 2025, the Board met with representatives of Johnson Rice and Jones Walker. Jones Walker first provided an update on the status of the Merger Agreement, noting that all legal issues in the Merger Agreement had been resolved. At the request of the Board, representatives of Johnson Rice rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Johnson Rice’s written opinion dated November 6, 2025), to the effect that, as of November 6, 2025, and based upon and subject to the qualifications, limitations, assumptions and other matters considered by Johnson Rice in connection with the preparation of the opinion, the Merger Consideration to be received by the holders of the GIFI Common Stock (other than holders of Company Excluded Stock) in the Merger pursuant to the Merger Agreement, was fair to such holders from a financial point of

view. Based upon the foregoing, as well as potential factors weighing positively in favor of the Merger, the Merger Agreement and the transactions contemplated thereby listed below, and the potential risks and other countervailing factors listed below, the Board (i) determined and approved that the Merger Agreement, including the Merger, the Merger Consideration, treatment of Company RSU Awards in the Merger, the other transactions contemplated by the Merger Agreement, including the Voting Agreement, and all exhibits and schedules attached thereto are in the best interests of the Company and its shareholders (excluding the holders of the Company Excluded Stock); (ii) adopted, approved and confirmed in all respects the terms of the Merger Agreement, including the Merger, the Merger Consideration, treatment of Company RSU Awards and the other transactions contemplated by the Merger Agreement, including the Voting Agreement; (iii) determined that it was advisable for the Company to execute and deliver the Merger Agreement and Voting Agreement, to perform its covenants and other obligations under the Merger Agreement and the other transactions contemplated by the Merger Agreement and to complete the Merger upon the terms and conditions set forth in the Merger Agreement; and (iv) determined that it was advisable to submit the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement to a vote of the Company’s shareholders, and to recommend that the shareholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby (including the Merger) (the “Board Determination”). The Board Determination was unanimously approved by all directors in attendance at the meeting. Ms. Cheryl D. Richard was unable to attend the November 6, 2025 meeting due to illness.

Following the Board Determination, effective November 7, 2025, the Company executed the Merger Agreement, the Supporting Shareholders, IES and the Company executed the Voting Agreement and the Company and Messrs. Heo and Stockton executed employment agreements. On November 7, 2025, the Company and IES jointly issued a press release announcing the execution of the Merger Agreement. On November 10, 2025, the Company filed a Current Report on Form 8-K disclosing the execution of the Merger Agreement and Voting Agreement and the entry into the employment agreements with Messrs. Heo and Stockton (to be effective as of the Effective Time) and the transactions contemplated thereby, including the Merger.

Members of the Board and the Company’s executive officers may have various interests in the Merger that may be in addition to, or different from, the interests of the Company’s shareholders generally. The members of the Board were aware of these potential interests and considered them at the time they approved the Merger Agreement and in making their recommendation that the Company’s shareholders approve the Merger Agreement. These potential interests are described below.

The Company’s directors and executive officers hold outstanding equity-based awards consisting of both time-based and performance-based restricted stock units that represent the right to receive an equivalent number of shares of Common Stock (the “Company RSU Award(s)”). Under the terms of the Merger Agreement, each outstanding award of time-based restricted stock units granted under the Company’s equity incentive plans shall, at the Effective Time, be converted into the right to receive upon vesting a cash payment in an amount equal to the product of (i) the number of shares of Common Stock subject to such Company RSU Award immediately prior to the Effective Time multiplied by (ii) $12.00, the Merger Consideration (the “Substitute Award(s)”). Additionally, under the terms of the Merger Agreement, each outstanding performance-based Company RSU Award with a performance period that is incomplete (or that is complete but for which performance is not determinable) as of the Effective Time shall be treated as if performance had been achieved at the target level (i.e., 100%), and shall be converted to a Substitute Award. As of the Effective Time, all Company RSU Awards shall no longer be outstanding and shall automatically cease to exist, and each holder thereof shall cease to have any rights with respect thereto, except the right to the applicable Substitute Award. Further, each Substitute Award shall remain subject to the original vesting terms and conditions as the underlying Company RSU Award, except as otherwise provided under the terms and conditions of the Merger Agreement or any employment agreement by and between the holder of a Substitute Award and the Surviving Corporation, and will pay out as follows:

Based on the above, the following tables set forth, for each non-employee director or executive officer who served as non-employee directors or executive officers at any time since January 1, 2024, (i) the number and value of shares of GIFI Common Stock subject to Company RSU Awards that will vest at the Effective Time, (ii) the number and value of shares of GIFI Common Stock subject to unvested Company RSU Awards that will not vest at the Effective Time and will continue to vest according to the terms of the applicable Company RSU Awards (including Company RSU Awards comprised of performance-based RSUs that become time-based), and (iii) the total value of shares of GIFI Common Stock subject to Company RSU Awards, in each case, held by such current non-employee director or executive officer as of November 7, 2025. All such amounts actually payable will be less any required withholding taxes and without interest. These amounts do not attempt to forecast any additional equity award grants, vesting, issuances or forfeitures that may occur prior to the Effective Time following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by the individuals identified in the table below may materially differ from the amounts set forth below.

The Company is party to a change of control agreement with each of Messrs. Heo and Stockton, providing for severance protections in the event of an actual or constructive termination following a change of control (as defined in the agreements and which will include the Merger), as described below.

The change of control agreements with Messrs. Heo and Stockton entitle each executive to receive additional benefits in the event of the termination of his employment under certain circumstances following a change of control. The agreements provided that if, during the 24-month period following a change of control, the Company or its successor terminates the executive other than by reason of death, disability or cause, or the executive voluntarily terminates his employment for good reason (as such terms are defined in the change of control agreements), he would receive:

For purposes of the agreements, the terms below are defined as follows:

If any part of the payments or benefits received by Mr. Heo or Mr. Stockton in connection with a termination following a change of control constitutes an excess parachute payment under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the executive will receive the greater of (1) the amount of such payments and benefits reduced so that none of the amount constitutes an excess parachute payment, net of income taxes, or (2) the amount of such payments and benefits, net of income taxes and net of excise taxes under Section 4999 of the Code (referred to as a “Best Net After-Tax Cutback”).

All of the non-employee directors and executive officers of the Company hold shares of GIFI Common Stock. For additional information, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

Additionally, voting and dispositive power with respect to the shares of GIFI Common Stock held by Piton is exercised by its investment manager, Kokino LLC, a Delaware limited liability company. The actual trading, voting, investment strategy and decision-making processes with respect to the shares of GIFI Common Stock held by Piton are directed by Robert M. Averick, the Board’s Lead Independent Director, who is an employee of Kokino, LLC and the portfolio manager of Piton’s investment in the shares. As a result, Kokino, LLC and Mr. Averick may be deemed to share voting and dispositive power with respect to all of the shares reported in this proxy statement held by Piton.

Directors and officers of the Company are also entitled to indemnification and are covered by insurance in certain circumstances. For a detailed description of these requirements, please see the section of this proxy statement entitled “The Merger Agreement—Directors’ and Officers’ Indemnification Insurance.”

As of the date of this proxy statement, the directors are not expected to continue as directors of the Surviving Corporation. Except as otherwise provided below for Messrs. Heo and Stockton, as of the date of this proxy statement, none of the Company’s executive officers have discussed or entered into any agreement with IES or its affiliates regarding employment with, or the right to purchase or participate in the equity of, IES or one or more of its affiliates. Prior to or following the Effective Time, such executive officers may discuss or enter into agreements with IES or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, IES or one or more of its affiliates.

Pursuant to the terms of the Merger Agreement, following the Effective Time and until the first anniversary of the date of closing the Merger, IES shall, or shall cause one of its subsidiaries to, provide the individuals who are employed by the Company or any of its subsidiaries immediately before the Effective Time and who immediately following the Closing Date of closing the Merger continue such employment (each, a “Current Employee”) with (i) annual base salary or wages (as applicable) that are no less favorable than the annual base salary or wages (as applicable) provided to such Current Employee immediately prior to the Effective Time, (ii) short-term target cash bonus or other short-term target cash incentive opportunities (other than any retention or transaction bonuses or incentives) that are no less favorable than the short-term target cash bonus or other short-term target cash incentive opportunities (as applicable) provided to such Current Employee immediately prior to the Effective Time, (iii) long-term incentive compensation opportunities that are no less favorable than the long-term incentive compensation opportunities provided to such Current Employee immediately prior to the Effective Time, (iv) severance benefits that are no less favorable than provided to such Current Employee immediately prior to the Effective Time, and (v) employee benefits (other than any defined benefit pension, nonqualified deferred compensation, retention or transaction benefits, equity or equity-based compensation and post-termination or retiree health or welfare benefits), that are no less favorable in the aggregate than the employee benefits (subject to the same exclusions) provided to such Current Employees immediately prior to the Effective Time.

In connection with the signing of the Merger Agreement, the Company entered into employment agreements with Mr. Heo (the “Heo Employment Agreement”), and Mr. Stockton (the “Stockton Employment Agreement” and, together with the Heo Employment Agreement, the “Employment Agreements”), to be effective as of, and contingent upon the occurrence of, the Closing Date (as defined in the Merger Agreement). Pursuant to the Employment Agreements, as of the Closing Date, Mr. Heo will serve as Senior Vice President and General Manager of the Surviving Corporation, with a term expiring on September 30, 2026, and Mr. Stockton will serve as Senior Vice President, Finance of the Surviving Corporation, with a term expiring on June 30, 2026.

The Heo Employment Agreement provides for, among other things, an annual base salary of $535,000 (pro-rated for the term of employment) and a cash bonus of $401,250. The Stockton Employment Agreement provides for, among other things, an annual base salary of $375,000 (pro-rated for the term of employment) and a cash bonus of $150,000. The executive’s receipt of the cash bonus is contingent on continued employment through the applicable term, provided, however, that if the executive dies or is terminated by the Surviving Corporation prior to expiration of the term, he will receive a prorated bonus. The Employment Agreements also contain certain restrictive covenants following the expiration of the agreement, including non-competition covenants (lasting one-year from the date of termination for Mr. Heo and through December 31, 2026 for Mr. Stockton).

Under the Employment Agreements, if the executive maintains employment through the applicable term of his employment agreement, or if he dies or is terminated by the Surviving Corporation for any reason prior to the end of the applicable term of employment, then (i) he will receive the cash severance payments due under his current change of control agreement with the Company (described above under “Change of Control Severance Benefits”), and (ii) any outstanding Company RSU Awards held by such executive will vest and be paid out at the Merger Consideration price of $12.00 per share. If either Messrs. Heo or Stockton resigns prior to the end of the applicable term of employment, he will forfeit his change of control severance payments and his unvested Company RSU Awards.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger. For purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

For additional information, see “Interests of GIFI Directors and Executive Officers in the Merger—Change of Control Severance Benefits.”

After considering the various factors described below, on November 6, 2025, the Board (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable and are fair to, and in the best interests of, the Company and its shareholders, (ii) approved the Merger Agreement, other transaction documents and the transactions contemplated thereby, (iii) directed that the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated by the Merger Agreement be submitted to the Company’s shareholders for consideration at a special meeting in accordance with the Merger Agreement, and (iv) resolved to recommend that the Company’s shareholders approve the Merger Agreement and the Merger, the other transaction documents and the other transactions contemplated thereby (the “Board Determination and Recommendation”).

The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal, and “FOR” the Adjournment Proposal.

In reaching its determination to authorize and approve the execution, delivery and performance by the Company of the Merger Agreement and the completion by the Company of the transactions contemplated by the Merger Agreement, the Board consulted with and received the advice of its legal and financial advisors, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the Merger Agreement and the Merger, including the following material factors (which factors are not necessarily presented in order of relative importance):

After considering the foregoing potentially negative factors, the Board concluded that the potential benefits of the Merger substantially outweighed the risks or potential negative consequences.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board reached the conclusion to make the Board Determination and Recommendation in light of the factors described above and other factors that the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made the Board Determination and Recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its Board Determination and Recommendation and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement On Forward-Looking Statements.”

The Company retained Johnson Rice & Company L.L.C. (“Johnson Rice”) to act as the financial advisor to the Board in connection with the Merger. Johnson Rice is an internationally recognized investment banking firm that specializes in the energy, infrastructure and industrial sectors and is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, equity capital markets transactions (including private placements, public IPO’s and secondary offerings) and debt capital markets transactions (including public and private placements). The Company selected Johnson Rice to act as financial advisor to the Board in connection with the Merger based on Johnson Rice’s qualifications, expertise and reputation and its knowledge of the business and affairs of the Company.

On November 6, 2025, Johnson Rice presented and delivered to the Board a written opinion (the “Johnson Rice Opinion”) to the effect that, based on and subject to various assumptions and limitations described in its opinion, as of November 6, 2025, $12.00 per share in cash for GIFI Common Stock to be received by the shareholders of the Company as set forth in the Merger Agreement (other than holders of shares of Company Excluded Stock) is fair, from a financial point of view, to such holders.

The full text of the Johnson Rice Opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by Johnson Rice, is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. The following summary of the Johnson Rice Opinion is qualified in its entirety by reference to the full text of the Johnson Rice Opinion. Johnson Rice delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration to be received by the shareholders of the Company in the Merger from a financial point of view. The Johnson Rice Opinion does not address any other aspect of the Merger and does not constitute a recommendation to any shareholder of the Company as to how any such shareholder should vote or act in connection with the Merger.

In connection with rendering its opinion, Johnson Rice:

In arriving at its opinion, Johnson Rice did not independently verify (and did not assume any responsibility or liability for independently verifying) any of the foregoing information and relied on such information being complete and accurate in all material respects. With respect to the Company Projections, the Company’s management informed Johnson Rice, and Johnson Rice assumed, that such Company Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management as to the future financial performance of the Company. Johnson Rice also assumed that the execution versions of the transaction documents, including the Merger Agreement, would be substantially the same as the drafts of such documents that Johnson Rice reviewed and that the Merger would be completed in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. Johnson Rice also assumed that the representations and warranties made by the Company and IES in the transaction documents, including the Merger Agreement, were and will be true and correct in all respects material to its analysis. Johnson Rice also assumed that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Merger Agreement, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the receipt of the Merger Consideration by the shareholders of the Company. Johnson Rice is not a legal, tax or regulatory advisor and has relied upon, without independent verification, the assessments of the Company and its legal, tax and regulatory advisors with respect to such matters. Johnson Rice did not perform any tax analysis, nor was Johnson Rice furnished with any such analysis. Johnson Rice did not conduct, and was not provided with, any valuation or appraisal of any assets or liabilities, nor did it evaluate the solvency of the Company or IES under any state or federal laws relating to bankruptcy, insolvency or similar matters.

In conducting its analysis and arriving at its opinion, Johnson Rice considered such financial and other factors as Johnson Rice deemed appropriate under the circumstances, including, among others, the following: (i) the historical and current financial position and operating results of the Company, (ii) the business prospects of the Company, (iii) the historical and current market for GIFI Common Stock and for the equity securities of certain other companies believed to be comparable to the Company, (iv) selected public peer comparable company analysis, including the financial performance and trading multiples of publicly traded companies deemed comparable to the Company, (v) strategic peer comparable transaction analysis comparing transaction EV/LTM EBITDA (as defined below) multiples to Company and consensus estimates, (vi) relative trading analysis comparing relative stock performance of the Company compared to selected public peer companies, the S&P 500 index and the S&P Oil & Gas Equipment Index over the previous twelve months, (vii) transaction premium analysis comparing the premium of selected comparable transactions over selected periods prior to announcement of the transactions, (viii) transaction premium to Company historical closing and average closing prices, and (ix) discounted cash flow analysis. Johnson Rice also took into account its assessment of general economic, market and financial conditions and its experience in connection with similar transactions and securities’ valuation generally. Johnson Rice’s opinion necessarily is based upon conditions as they existed and could be evaluated on, and on the information made available at, November 6, 2025. Events occurring after such date may affect Johnson Rice’s opinion and the assumptions used in preparing it, and Johnson Rice does not assume any obligation to update, revise or reaffirm its opinion.

Johnson Rice’s opinion is for the information of the Board only. Johnson Rice’s opinion does not address the Company’s underlying business decision to pursue the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might exist for the Company. Johnson Rice’s opinion does not constitute a recommendation as to how any holder of GIFI Common Stock should vote on the Merger or any matter relating thereto. In addition, Johnson Rice was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than holders of GIFI Common Stock (other than shares of GIFI Common Stock held in treasury of the Company (if any), shares held by any controlled affiliate (as defined in the Merger Agreement) of IES or Merger Sub, and shares of GIFI Common Stock owned by the Company, IES, Merger Sub and their respective subsidiaries). Johnson Rice expressed no opinion as to the price at which GIFI Common Stock will trade at any time. Johnson Rice did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation

payable or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the consideration to be received by holders of GIFI Common Stock. Johnson Rice’s opinion was authorized by the Fairness Committee of Johnson Rice.

The following represents a brief summary of the material financial analyses presented by Johnson Rice to the Board in connection with the Johnson Rice Opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Johnson Rice. The order of analyses described does not represent the relative importance or weight given to those analyses by Johnson Rice. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Johnson Rice’s financial analyses. Considering the summary data and tables alone without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Johnson Rice. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 6, 2025 and is not necessarily indicative of current market conditions.

In addition to the financial analyses Johnson Rice presented to the Board on November 6, 2025, described below, Johnson Rice reviewed preliminary financial analyses with the Board on September 5, 2025, based on IES’s initial cash offer price of $10.00 per share, and again on September 16, 2025, based on IES’s revised and final cash offer price of $12.00 per share. A summary of these preliminary financial analyses is provided below. The following summary, however, is not intended to be, and does not constitute, a recommendation to the Board, the Company, any shareholder of the Company or any other person as to how to act or vote on any matter relating to the Merger or otherwise. In addition, none of the preliminary financial analyses constitutes, or forms the basis for, an opinion of Johnson Rice.

The September 5, 2025 and September 16, 2025 preliminary financial analyses included (i) a preliminary public peer comparable company analysis, including a preliminary multiple trading analysis, (ii) a preliminary strategic peer comparable transaction analysis, (iii) a preliminary relative trading analysis, (iv) a preliminary comparable transaction premium analysis, (v) a preliminary transaction premium to the Company’s historical closing and average closing price analysis, and (vi) a preliminary discounted cash flow analysis, all of which were substantially similar to the analyses described below under the section entitled “—Material Financial Analysis,” except the September 5^th preliminary financial analyses were based only on selected financial information from the Base Case contained within the Company Projections (each, as defined below in the section entitled “Financial Projections Prepared by the Company’s Management”) and the initial cash offer price of $10.00 per share and the September 16^th preliminary financial analyses was based on selected financial information from the Base Case contained within the Company Projections and the initial cash offer price of $10.00 per share and the revised and final cash offer price of $12.00 per share. The Company Projections, including the Downside Case, Base Case and Upside Case, were prepared by the Company’s management and are defined and summarized in the section of this proxy statement entitled “Financial Projections Prepared by the Company’s Management.”

In addition, the preliminary financial analyses were based on market, economic and other conditions as they existed as of September 5, 2025 and September 16, 2025, respectively, as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Johnson Rice continued to refine various aspects of its financial analyses with respect to the Company until November 6, 2025.

The following is a summary of the material financial analyses performed by Johnson Rice in connection with the preparation of its opinion and reviewed with the Board on November 6, 2025. The order of the analyses does not represent relative importance or weight given to those analyses by Johnson Rice. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis could create a misleading or incomplete view of Johnson Rice’s analyses.

Johnson Rice reviewed the Company’s historical financial performance, including the Company’s historical balance sheets, historical free cash flow results, historical revenue, and historical earnings before interest, taxes,

depreciation and amortization (“EBITDA”), and certain adjustments thereto related to one-time or non-recurring items in 2024 and 2025, diluted cash flow per share and diluted earnings per share. Johnson Rice also used and relied upon selected financial information from the Company Projections, including the Downside Case, Base Case and Upside Case, which were prepared by the Company’s management.

Johnson Rice reviewed certain financial information of the Company and compared it to corresponding financial information of certain publicly traded companies that Johnson Rice selected, based on its experience and professional judgment (which are referred to as the “PPCC Group”).

Johnson Rice excluded certain companies from the PPCC Group that were deemed not to be comparable to the Company, which are summarized in the table below, along with the criteria for non-comparability.

Johnson Rice included 9 companies in the PPCC Group that were deemed to be comparable to the Company, which are summarized in the table below.

Although none of the companies in the PPCC Group are directly comparable to the Company, the PPCC Group was chosen by Johnson Rice because, among other reasons, the companies are publicly traded with certain operational, business and/or financial characteristics that, for purposes of Johnson Rice’s analysis, may be considered similar to those of the Company. However, because none of the PPCC Group are directly comparable to the Company, Johnson Rice believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the PPCC Group analysis. Accordingly, Johnson Rice also made qualitative judgments, based on its experience and

professional judgment, concerning differences between the operational, business and/or financial characteristics of the Company and the PPCC Group that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of November 5, 2025, Johnson Rice calculated, for each company in the PPCC Group, various multiples including Enterprise Value to EBITDA (“EV/EBITDA”), Price to Cash Flow Per Share (“P/CFPS”), and Levered Free Cash Flow Yield (“FCF Yield”) defined as follows:

For comparison to the Company, Johnson Rice compared the PPCC Group multiples as described above to GIFI Consensus (derived from FactSet) and GIFI Forecast (derived from management’s Base Case included in the Company Projections), as applicable, at the Company’s November 5, 2025 closing price of $7.99 and the $12.00 offer price.

The table below summarizes the calculated enterprise values of the PPCC Group compared to the Company that were used in the PPCC Group analysis.

The table below summarizes the adjustments made to the GIFI Forecast EBITDA that were used in the PPCC Group analysis.

The table below summarizes the adjustments made to the GIFI Forecast cash flow that were used in the PPCC Group analysis.

The table below summarizes the EV/EBITDA analysis for the PPCC Group and the Company.