SEC Form 4 filed by Chief Operating Officer Reed Michael James
$LMB
Engineering & Construction
Consumer Discretionary
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 3,507(1) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 05/18/2026 | A | 403 | (3) | (3) | Common Stock | 403 | $0 | 403 | D | ||||
| Explanation of Responses: |
| 1. The amount of common stock includes awards of restricted stock units (each, an "RSU") granted on January 1, 2024, January 1, 2025, May 1, 2025, and January 1, 2026. Each RSU represents a contingent right to receive one share of Limbach Holdings, Inc. (the "Company") common stock, exempt under Rule 16b-3(d)(1) and (3). Each RSU is subject to service-based vesting conditions. The RSUs vest, in the aggregate, as follows: 689 shares on January 1, 2027, 468 shares on January 1, 2028, and 268 shares on January 1, 2029. The amount of common stock does not include performance-based and market-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievements of the applicable performance goals. Any such performance-based and market-based RSUs will be reported on a Form 4 within two business days of the date of such determination. |
| 2. Each RSU represents a contingent right to receive one share of the Company's common stock and is exempt under Rule 16b-3(d)(1) and (3). |
| 3. This award of RSUs was granted on May 18, 2026. The award is subject to service-based vesting conditions and vests in three annual installments on May 18, 2027, May 18, 2028 and May 18, 2029, with the final installment adjusted to reflect that no fractional shares will be issued, subject to continued employment through each applicable vesting date. The amounts reported above (related to this grant) do not include market-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSUs will be reported on a Form 4 within two business days of the date of such determination. |
| Remarks: |
| /s/ Dan Murtha, Attorney-in-fact for Michael J. Reed | 05/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||