GULF ISLAND FABRICATION INC 8-K

What Happened Gulf Island Fabrication, Inc. filed an 8-K reporting the completion of a merger and related change in control. In connection with the Merger, on January 15, 2026 the company paid $17.8 million to satisfy all outstanding amounts under its secured promissory note with Zurich American Insurance Company and Fidelity and Deposit Company of Maryland; the Note Agreement was terminated and Zurich released the company from its obligations. The mortgage securing that debt (originally dated April 19, 2021, as amended) was terminated and released on January 16, 2026. At the Merger’s Effective Time, each outstanding share of common stock (other than certain excluded shares) converted into the right to receive the Per Share Merger Consideration and ceased to carry shareholder rights; excluded shares were cancelled without payment. The filing also reports related notices and corporate amendments (including amended and restated articles of incorporation and bylaws).

Key Details

• Paid $17.8 million on January 15, 2026 to fully satisfy the secured promissory note (Note Agreement dated Nov. 6, 2023) with Zurich and Fidelity and Deposit Co. of Maryland.
• Mortgage securing the obligations was terminated and released on January 16, 2026 (Multiple Indebtedness Mortgage dated Apr. 19, 2021, as amended).
• At the Merger Effective Time, holders of outstanding common stock (except Excluded Shares) received the Per Share Merger Consideration and ceased to be shareholders; Excluded Shares were cancelled without payment.
• Filing includes Item 3.01 (notice regarding delisting/continued listing standard), Item 5.01 (change in control), and exhibits showing amended and restated articles and bylaws.

Why It Matters This 8-K documents a completed change of control that materially affects equity holders: common stockholders no longer retain shareholder rights except to receive the negotiated merger consideration. The $17.8M payoff and release of the mortgage remove the secured liability and related lien from the company’s balance sheet, which may affect the company’s leverage and creditor relationships. The filing’s items on delisting, charter/bylaw amendments, and director/officer changes signal administrative and governance changes investors should note when evaluating post‑merger ownership, listing status, and corporate structure.