Limbach Holdings Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number001-36541 LIMBACH HOLDINGS, INC. Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes¨Noý Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes¨Noý Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.YesýNo¨ Indicate by check mark whether the registrant has submitted electronically, everyInteractive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesýNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer¨Non-accelerated filer¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicated by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐Noý The aggregate market value of the common stock held by non-affiliates of the registrant, computed as of June28, 2024(the lastbusiness day of the registrant’s most recently completed second fiscal quarter), was approximately$579.0million. As of March6, 2025, the number of shares outstanding of the registrant’s common stock was11,353,379. Documents Incorporated by Reference:Portions of the registrant’s definitive proxy statement relating to its2025Annual Meeting ofStockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K. LIMBACH HOLDINGS, INC. FORM 10-K TABLE OF CONTENTS Item 1.Business.5Item 1A.Risk Factors.11Item 1B.Unresolved Staff Comments.28Item 1C.CybersecurityItem 2.Properties.28Item 3.Legal Proceedings.28Item 4.Mine Safety Disclosures.28Information About Our Executive Officers28 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.29Item 6.[Reserved]29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.29Item 7A.Quantitative and Qualitative Disclosures about Market Risk.50Item 8.Financial Statements and Supplementary Data.51Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.93Item 9A.Controls and Procedures.93Item 9B.Other Information.94Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections94 Item 10.Directors, Executive Officers and Corporate Governance.95Item 11.Executive Compensation.95Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.95Item 13.Certain Relationships and Related Transactions, and Director Independence.95Item 14.Principal Accountant Fees and Services.95 Item 15.Exhibits, Financial Statement Schedules.96Item 16.Form 10-K Summary.99 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, including all documents incorporated by reference, contains forward-looking statements regardingLimbach Holdings, Inc. (the “Company”, “Limbach”, “we” or “our”) and represe