[8-K] Limbach Holdings, Inc Reports Material Event

Rhea-AI Filing Summary

Limbach Holdings, Inc. (NASDAQ: LMB) filed an 8-K (Item 7.01) on 7 Aug 2025 to furnish—rather than file—FAQs related to its recently completed acquisition of Pioneer Power, Inc. (PPI). The FAQs, attached as Exhibit 99.1 and posted on the investor-relations site, are intended to address employee, customer and stakeholder questions about the transaction’s expected impact. No purchase price, pro-forma financials, or updated guidance were disclosed, and the Company expressly states the material is not incorporated by reference into other SEC filings. Exhibit 104 contains the inline XBRL cover-page tags.

Because the 8-K is furnished under Regulation FD, it triggers no immediate Exchange Act liabilities, but it formally confirms that the PPI deal has closed and signals management’s effort to manage communications around the integration.

Positive

• Completion of Pioneer Power, Inc. acquisition is officially confirmed, signaling progress on Limbach’s strategic growth agenda.

Negative

• No financial terms, synergies, or guidance were provided, limiting investors’ ability to assess the acquisition’s value.
• Disclosure was furnished, not filed, reducing liability but also lowering informational rigor.

Insights

Financial Analyst

TL;DR: 8-K confirms PPI acquisition closure; no deal terms or financial impact disclosed.

The filing offers minimum information—only that FAQs about the completed Pioneer Power acquisition are now available. While the closure itself could be strategically positive, investors lack key data such as purchase consideration, revenue contribution, or integration timeline. Management’s choice to furnish, not file, limits legal exposure and suggests details may follow in future filings. Overall market impact is muted until economics of the deal are revealed.

Corporate Governance Expert

TL;DR: Regulation FD disclosure provides transparency but withholds material specifics.

Using Item 7.01 keeps the company compliant on selective-disclosure rules, yet treating the FAQs as ‘furnished’ avoids Section 18 liability. This is common when content is largely narrative. However, limited substantive data could frustrate investors seeking clarity. Board and counsel may intend to control messaging until audited figures are ready, which is prudent but may raise questions on deal valuation oversight.

08/07/2025 - 09:36 AM

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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): August 7, 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 7.01 Regulation FD Disclosure

On August 7, 2025 and as it relates to Limbach Holdings, Inc.’s (the “Company”) recently completed acquisition of Pioneer Power, Inc. (“PPI”), the Company prepared and made available a set of Frequently Asked Questions (“FAQs”) to address inquiries from employees, customers, and other stakeholders regarding the PPI acquisition and certain aspects of its expected impact. The FAQs are intended to provide general information and do not constitute legal, financial, or investment advice.

A copy of the FAQs is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is also available via the “Investor Relations” section of the Company’s website at www.limbachinc.com.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						FAQ disclosure dated August 7, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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: August 7, 2025

FAQ

When did Limbach Holdings (LMB) complete the Pioneer Power acquisition?

The company states the acquisition was recently completed and disclosed on August 7, 2025.

What is included in Exhibit 99.1 of the 8-K?

Exhibit 99.1 contains a set of Frequently Asked Questions about the Pioneer Power acquisition.

Where can investors access the full FAQ document?

The FAQs are available in Exhibit 99.1 and on the investor-relations section of www.limbachinc.com.

Is the FAQ material considered "filed" with the SEC?

No. The company expressly states the information is furnished, not filed, under Regulation FD.

Does the 8-K disclose the purchase price or financial impact of the Pioneer Power deal?

No financial terms, pro-forma figures, or synergy estimates are disclosed in this filing.