UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1127, 2025

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36541	46-5399422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

797 Commonwealth Drive, Warrendale, Pennsylvania 15086

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 359-2100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	LMB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

On June 1127, 2025, Limbach Facility Services LLC (“Borrower”), Limbach Holdings LLC, ~~Inc.~~and other designated parties entered into a second amendment to the Second A&R Wintrust Credit Agreement (the “~~Company~~Second Amendment to the Second A&R Wintrust Credit Agreement”) with Wheaton Bank & Trust Company, ~~“our”~~N.A., ora subsidiary of Wintrust Financial Corporation (collectively, “weWintrust”), ~~held~~as ~~its~~administrative ~~2025~~agent, ~~annual~~and ~~meeting~~the other lenders party thereto, which amends that certain Second A&R Wintrust Credit Agreement, dated as of ~~stockholders~~May 5, 2023 (as amended by that certain First Amendment to the ~~“Annual~~Second ~~Meeting”~~A&R Wintrust Credit Agreement, dated as of March 13, 2024). ~~According~~The Second Amendment to the ~~inspector~~Second A&R Wintrust Credit Agreement provides for, among other things, (i) an upsize of ~~elections~~the aggregate principal amount of the senior secured revolving credit facility from $50.0 million to $100.0 million, (ii) modifying the ~~stockholders~~definition ~~present~~of in“L/C ~~person~~Sublimit” orto byincrease ~~proxy~~the atsublimit for the ~~Annual~~issuance ~~Meeting~~of ~~represented~~letters 9of credit from $10.0 million to $20.0 million,~~387,815~~ ~~shares~~(iii) an extension of ~~common~~the ~~stock~~revolving credit scheduled maturity date from February 24, 2028 to July 1, 2030, (~~entitled~~iv) a decrease in the applicable margins for Term SOFR and Prime Rate (each defined in the Second Amendment to ~~one~~the ~~vote~~Second ~~per~~A&R ~~share~~Wintrust Credit Agreement). Atrevolving loans as determined with reference to the ~~Annual~~Borrower’s ~~Meeting~~Senior Leverage Ratio (as defined in the Second Amendment to the Second A&R Wintrust Credit Agreement), (v) a term loan conversion feature, allowing the ~~Company~~Borrower, subject to certain conditions, to convert outstanding revolving loans into one or more term loan tranches, (vi) the removal of certain covenant requirements, specifically in relation to the Borrower’s ~~stockholders~~Borrowing ~~voted~~Base, onas formerly defined in the ~~matters~~Second ~~set~~A&R ~~forth~~Wintrust ~~below~~Credit Agreement, and (vii) modification to certain defined terms to reflect updated operational and financial terms. The Second Amendment to the Second A&R Wintrust Credit Agreement also includes other conforming and corresponding changes related to the modifications referenced above.

~~1. Election~~The foregoing description of ~~Directors~~the Second Amendment to the Second A&R Wintrust Credit Agreement is a summary only, it does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Second Amendment to the Second A&R Wintrust Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Our~~Item ~~stockholders elected Michael M~~2.03 ~~McCann~~Creation ~~and Laurel J. Krzeminski as Class C directors to serve until the 2028 annual meeting~~ of ~~stockholders~~a ~~and~~Direct ~~until~~Financial ~~such~~Obligation ~~director’s~~or ~~successor~~an ~~has~~Obligation ~~been~~under ~~duly~~an ~~elected~~Off-Balance ~~and~~Sheet ~~qualified.~~Arrangement ~~We set forth below the results~~ of ~~the~~a ~~stockholder vote for each director nominee:~~Registrant

Director	Votes For	Votes Withheld	Broker Non-Votes
Michael M. McCann	5,991,158	2,168,424	1,228,233
Laurel J. Krzeminski	5,532,195	2,627,387	1,228,233

To the extent applicable, the information included in Item 1.01 regarding the Second Amendment to the Second A&R Wintrust Credit Agreement is incorporated herein by reference into this Item 2.03.

2Item 7. ~~Approval~~01 ofRegulation ~~the~~FD ~~Compensation of Our Named Executive Officers via a Non-Binding, Advisory Vote~~Disclosure

~~Our~~On ~~stockholders~~July ~~approved~~1, by2025, ~~non-binding~~Limbach Holdings, ~~advisory~~Inc. ~~vote~~(the on“Company”) issued a press release announcing the ~~compensation~~closing of the ~~named~~acquisition ~~executive~~of ~~officers~~Woodbury, ofMinnesota-based ~~Limbach~~mechanical ~~Holdings~~contractor, Pioneer Power, Inc., Wefor ~~set~~an ~~forth~~initial ~~below~~purchase ~~the~~price ~~results~~at closing of $66.1 million to be paid through a combination of available cash and the ~~stockholder~~Company’s ~~vote~~revolving oncredit ~~this~~facility. ~~proposal:~~

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,954,343						200,293						4,946						1,228,233

The information in this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

3. Approval of an Amendment to the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan

Our stockholders approved an amendment to the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”). We set forth below the results of the stockholder vote on this proposal:

Votes For						Votes Against						Abstentions
7,733,752						423,684						2,146

4. Ratification of Appointment of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. We set forth below the results of the stockholder vote on this proposal:

Votes For						Votes Against						Abstentions
9,312,307						59,514						15,994

Item 8.01 Other Events

Amendments to the Omnibus Plan

As noted above, on June 11, 2025, at the Annual Meeting, the stockholders of the Company approved the amendment no: 6 to the Omnibus Plan (the “Plan Amendment”) related to the treatment of death, disability, retirement and reduction in force as it relates to the Omnibus Plan participants. The Plan Amendment is designed to apply certain acceleration provisions for death, disability, and retirement to awards under the Omnibus Plan. In addition to other conforming changes, the Omnibus Plan was amended to make the following changes:

Acceleration of Vesting of RSUs and PSUs upon Death or Disability. Under the amendments to the Omnibus Plan, upon the death and/or disability of a participant holding restricted stock units (“RSUs”) granted under the Omnibus Plan, those RSUs will vest in full for time based RSUs and based on the achievement of performance goals at the “Target” level for performance-based stock units (“PSUs”) (based on the Company’s compensation committee’s (the “Compensation Committee”) determination of “Target” level using the assumptions and methodologies the Compensation Committee determines are appropriate for such a determination).

Acceleration of Vesting of RSUs and PSUs upon Retirement (without notice of retirement) and a Reduction in Force. Under the

amendments to the Omnibus Plan, upon the Retirement (as defined in the Omnibus Plan) (without notice of such retirement) and/or a Reduction in Force of a participant holding RSUs granted under the Omnibus Plan, those RSUs will vest on a pro-rated basis through the date of such Retirement or Reduction in Force (as the case may be) for time based RSUs and pro-rated based on the achievement of any performance goals at the actual performance levels at the date of such Retirement or Reduction in Force (as the case may be) for PSUs (based on the Compensation Committee’s determination of performance using the assumptions and methodologies the Compensation Committee determines are appropriate for such a determination).

Acceleration of Vesting of RSUs and PSUs upon Retirement (with notice of retirement). Under the amendments to the Omnibus Plan, upon the Retirement (with notice of retirement as required under the Omnibus Plan) of a participant holding RSUs granted under the Omnibus Plan, those RSUs will continue to vest following the date of such Retirement for both time based RSUs and based on the achievement of performance goals at the actual performance levels achieved on the dates for such measurement for PSUs (based on the Compensation Committee’s determination of performance levels using the assumptions and methodologies the Compensation Committee determines are appropriate for such a determination).

For the purposes of the Omnibus Plan, “Retirement” is defined by the amendments to mean a termination of a participant’s employment, other than for Cause (as defined in the Omnibus Plan) and other than by reason of death or Disability (as defined in the Omnibus Plan), on or after the attainment of a combined total of age and years of Company or its Subsidiaries service to equal or exceed sixty five (65), provided however that such a participant must also have reached the age of sixty (60) to qualify for “Retirement.”

For the purposes of the Omnibus Plan, “Reduction in Force” is defined as any reduction in force or employer reorganization of the Company or its subsidiaries that causes a participant’s service to be terminated by the Company or its subsidiaries without Cause (as defined in the Omnibus Plan) in every case as determined by the Compensation Committee in its sole discretion.

The Company’s board of directors approved the Plan Amendment subject to the approval of the stockholders at the Annual Meeting. The Plan Amendment became effective at the time of stockholder approval.

A copy of the Omnibus Plan, as amended, is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The material terms of the Omnibus Plan, as amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2025.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan, as amended
10.1*						Second Amendment to the Second Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among Limbach Facility Services LLC, Limbach Holdings LLC, the other Loan Parties party thereto, the Lenders party thereto and Wheaton Bank & Trust Company, N.A., as Administrative Agent and L/C Issuer.
99.1						Press Release dated July 1, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Issuer will furnish the omitted schedules to the SEC upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			LIMBACH HOLDINGS, INC.


			By:			/s/ Jayme L. Brooks
						Name: Jayme L. Brooks
						Title: Executive Vice President and Chief Financial Officer

Dated: ~~June~~July 131, 2025

Filing Compare · Limbach Holdings, Inc.