Limbach Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 –Business and Organization

Limbach Holdings, Inc. (the “Company,” “we” or “our”), a Delaware corporation headquartered in Tampa, Florida is a building systems solutions firm that designs, delivers, and maintains mechanical (heating, ventilation, and air conditioning), electrical, plumbing, and controls (“MEPC”) systems. The Company partners with building owners and operators of mission-critical facilities across healthcare, industrial and manufacturing, data centers, life sciences, higher education, and cultural and entertainment markets. As of September 30, 2026, the Company had approximately 2,100 employees across 23 offices throughout the Eastern and Midwestern regions of the United States. The Company strives to be an indispensable partner by combining its national capabilities with strong local execution and talent to deliver proactive, safe, and reliable solutions for complex facilities. Operating on a connected platform, the Company integrates engineering expertise with field execution to provide customized MEPC infrastructure solutions that address both operational and capital project needs, optimizing performance, enhancing reliability, and ensuring long-term safety.

The Company operates intwo segments, (i) Owner Direct Relationships (“ODR”), in which the Company performs owner direct projects and/or provides maintenance or service primarily on MEPC systems, and specialty contracting projects to existing buildings direct to, or assigned by, building owners or operators, and (ii) General Contractor Relationships (“GCR”), in which the Company generally manages new construction or renovation projects that involve primarily MEPC systems awarded to the Company by general contractors or construction managers. The Company’s work is primarily performed under fixed-price, modified fixed price, and time and materials contracts over periods of typically less thantwo years.

Note 2 –Summary of Significant Accounting Policies

Basis of Presentation

References in these financial statements to the Company refer collectively to the accounts of Limbach Holdings, Inc. and its wholly-owned subsidiaries, including Limbach Holdings LLC (“LHLLC”), Limbach Facility Services LLC (“LFS”), Limbach Company LLC (“LC LLC”), Limbach Company LP (“LC LP”), Harper Limbach LLC (“Harper”), Harper Limbach Construction LLC (“Harper Construction LLC”), Limbach Facility & Project Solutions LLC (“LFPS”), Jake Marshall, LLC (“JMLLC”), Coating Solutions, LLC (“CSLLC”), ACME Industrial Piping, LLC (“ACME”), Industrial Air, LLC (“Industrial Air”), Kent Island Mechanical, LLC (“Kent Island”), Consolidated Mechanical, LLC (“Consolidated Mechanical”), Pioneer Power, LLC (“Pioneer Power”), CYMCOR, LLC (“CYMCOR”) and 1901 LLC (“1901”) for all periods presented, unless otherwise indicated. All intercompany balances and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles (“GAAP”) for interim financial information and with the requirements of Form 10-Q and applicable rules of Regulation S-X of the Securities and Exchange Commission (“SEC”). Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Readers of this report should refer to the consolidated financial statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Cash & Cash Equivalents

Cash and cash equivalents of $29.1 million and $11.3 million as of September 30, 2026 and December 31, 2025, respectively, consist of cash on hand, deposits held at financial institutions, and highly liquid investments with original maturities of three months or less.

Restricted Cash

Restricted cash of $7.0 million at September 30, 2026 is primarily comprised of cash collateral securing letters of credit outstanding under the Company's predecessor credit facility. The related restriction will be released upon the issuance of replacement letters of credit under the PNC Credit Agreement and termination of the legacy letters of credit. See Note 6 – Debt for more information. Restricted cash of $0.1 million at December 31, 2025 represents an imprest cash balance set aside for the funding of workers' compensation and general liability insurance claims. This amount is replenished either when depleted or at the beginning of each month.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist primarily of amounts due from customers for services provided in the ordinary course of business. As of September 30, 2026 and December 31, 2025, trade accounts receivable were $189.0 million and $133.2 million, respectively.

The Company maintains an allowance for expected credit losses based on historical collection experience, aging of receivable balances, customer-specific risk characteristics, current economic conditions, and reasonable and supportable forecasts. The allowance for credit losses was $0.5 million and $0.4 million as of September 30, 2026 and December 31, 2025, respectively.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements for assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenue and expenses during the reported period, and the accompanying notes. Management believes that its most significant estimates and assumptions have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the condensed consolidated financial statements. The Company’s significant estimates include estimates associated with revenue recognition on construction contracts, costs incurred through each balance sheet date, intangibles, property and equipment, fair value accounting for acquisitions, insurance reserves, income tax valuation allowances, fair value of contingent consideration arrangements, and contingencies. If the underlying estimates and assumptions upon which the condensed consolidated financial statements are based change in the future, actual amounts may differ from those included in the accompanying condensed consolidated financial statements.

Unaudited Interim Financial Information

The accompanying interim Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the periods presented are unaudited. Also, within the notes to the condensed consolidated financial statements, the Company has included unaudited information for these interim periods. These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP. In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2026, its results of operations and equity for the three and nine months ended September 30, 2026 and 2025 and its cash flows for the nine months ended September 30, 2026 and 2025. The results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from the Company’s audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 2, 2026, but is presented as condensed and does not contain all the footnote disclosures from the annual financial statements.

Recent Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606 –Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis and elected to apply the practical expedient to its current accounts receivable and contract assets. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its condensed consolidated financial statements and disclosures.

Note 3 –Acquisitions

On September 1, 2026 (the “1901 Effective Date”), the Company, through LFS, acquired all of the outstanding equity interests of 1901 pursuant to a Purchase Agreement with the former owners of 1901 (the “1901 Purchase Agreement”). The base purchase price was $63.0 million, subject to customary closing and post-closing adjustments, including adjustments related to working capital. After giving effect to closing adjustments and cash acquired, net cash consideration paid at closing was approximately $66.0 million. Approximately $4.2 million of the purchase price was deposited into an escrow account to secure certain indemnification obligations of the former owners. In addition, the Company recorded an estimated working capital adjustment receivable of $3.3 million representing management's current estimate of the amount recoverable pursuant to the post-closing adjustment provisions of the purchase agreement. The final settlement amount remains subject to review and determination in accordance with the terms of the purchase agreement. The acquisition was funded through a combination of cash on hand and borrowings under the Company's revolving credit facility. Upon closing, 1901 became a wholly owned indirect subsidiary of the Company.

1901 is a Madison, Wisconsin-based union MEP contractor providing mechanical, electrical, plumbing, controls, design-build, construction, fabrication, service, maintenance, and underground utility solutions throughout Wisconsin and the Midwest. The acquisition expands the Company’s footprint in the Midwest, strengthens its MEPC capabilities and increases its presence across market verticals, including higher education, healthcare, and cultural facilities, while creating additional opportunities in data centers, advanced manufacturing, life sciences, and technology.

The acquisition also includes contingent consideration of up to $6.0 million, payable in cash intwo tranches of $3.0 million each based on the achievement of specified gross profit targets during thetwo-year period following the 1901 Effective Date, as set forth in the 1901 Purchase Agreement.

The 1901 Transaction was accounted for as a business combination using the acquisition method of accounting. As a result of the acquisition, the Company recognized preliminary goodwill of $14.3 million, which was allocated between the Company's ODR and GCR segments and is expected to be deductible for income tax purposes. The goodwill recognized is primarily attributable to expected synergies, future growth opportunities and the assembled workforce of the acquired business.

The fair value estimates of the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, are preliminary and subject to change as additional information becomes available during the measurement period. Measurement period adjustments are recorded as if they had been recognized as of the acquisition date. The effect of changes that do not qualify as measurement period adjustments are recognized in earnings in the period identified.

The following table summarizes the purchase consideration and the estimated fair values of assets acquired and liabilities assumed as of the 1901 Effective Date, with any excess of the purchase consideration over the estimated fair value of the net assets acquired recorded as goodwill.

As of September 30, 2026, the preliminary purchase price allocation has not been finalized with respect to the valuation of identifiable intangible assets, the fair value of certain tangible assets acquired and liabilities assumed, the final working capital adjustment, goodwill and income tax-related matters. A final determination of the fair values of the assets acquired and liabilities assumed could differ from the preliminary purchase price allocation. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the 1901 Effective Date.

For working capital items, including cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses and other current liabilities, the carrying value was assumed to approximate fair value due to the short-term nature of these instruments. There was no difference between the contractual value and fair value of the accounts receivable acquired. Contract assets and contract liabilities were recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers, as if the Company had originated the related contracts.

As part of the preliminary purchase price allocation, the Company identified certain definite-lived intangible assets associated with customer relationships, acquired backlog and trade names and trademarks. The fair value of customer relationships and acquired backlog was determined using the multi-period excess earnings method under the income approach. The multi-period excess earnings method is a variation of the discounted cash flow method that isolates the cash flows attributable to a specific intangible asset and measures fair value by discounting those cash flows to present value.

The fair value of trade names and trademarks was determined using the relief-from-royalty method. This method requires identifying the future revenue expected to be generated by the asset, applying an appropriate royalty rate and discounting the resulting royalty savings to present value as of the acquisition date. The royalty rate used in the valuation was based on market rates for similar categories of assets.

The fair value of the non-compete agreements was determined using the with-or-without method under the income approach. This method measures the present value of the difference between projected cash flows assuming the non-compete agreements are in place and those assuming the agreements are not in place, reflecting the potential impact of competition from the individuals subject to the agreements.

Significant estimates and assumptions used in determining the fair value of the identifiable intangible assets include projected revenues, profitability, customer attrition rates and discount rates, which represent Level 3 inputs.

The Company amortizes acquired finite-lived intangible assets over their estimated useful lives in a manner that reflects the expected consumption of their economic benefits. When this pattern cannot be reliably determined, the Company uses the straight-line method. The estimated amortization expense for the remainder of 2026 is approximately $2.2 million, $7.2 million for 2027, $2.3 million for 2028, and $2.1 million for each of the following three years.

Intangible assets, net as of September 30, 2026 are detailed below.

In addition, in connection with the 1901 Transaction, the Company entered into certain retention-related bonus arrangements with key employees of 1901. These arrangements are designed to promote continued employment and support integration efforts following the acquisition. Retention-related compensation is recognized as expense ratably over the service period, which runs through August 2028, and is contingent on continued employment. Although funded from amounts withheld from the seller’s proceeds under the purchase agreement, these arrangements are accounted for separately from the acquisition as post-combination compensation expense and are excluded from consideration transferred under ASC 805, Business Combinations. Related expenses are recognized within acquisition-related retention expense and contingent consideration in the Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2026, the Company recognized $0.1 million in retention-related expenses associated with the 1901 Transaction.

CYMCOR

On August 4, 2026 (the "CYMCOR Effective Date"), the Company, through LFS, acquired all of the outstanding equity interests of CYMCOR pursuant to a Purchase Agreement with the former owners of CYMCOR (the "CYMCOR Purchase Agreement"). The base purchase price was $30.0 million, subject to customary closing and post-closing adjustments, including adjustments related to working capital. After giving effect to closing adjustments and cash acquired, net cash consideration paid at closing was approximately $29.9 million. Approximately $0.2 million of the purchase price was deposited into an escrow account to secure certain indemnification obligations of the former owners. In addition, the Company recorded an estimated working capital adjustment payable of less than $0.1 million representing management's current estimate of the amount payable pursuant to the post-closing adjustment provisions of the purchase agreement. The final settlement amount remains subject to review and determination in accordance with the terms of the purchase agreement. The acquisition was funded through a combination of cash on hand and borrowings under the Company's revolving credit facility. Upon closing, CYMCOR became a wholly owned indirect subsidiary of the Company.

CYMCOR is a professional services firm specializing in program management, commissioning oversight, and strategic consulting for hyperscale, colocation, enterprise, and mission-critical data center clients. CYMCOR partners directly with owners to plan, coordinate, and deliver complex projects throughout the facility lifecycle, building long-term relationships through a highly technical, service-oriented approach. The acquisition expands the Company’s professional services platform and is intended to strengthen the Company’s position within the rapidly growing data center market.

The CYMCOR Transaction was accounted for as a business combination using the acquisition method of accounting. As a result of the acquisition, the Company recognized preliminary goodwill of approximately $14.2 million, which was fully allocated to the Company's ODR segment and is expected to be deductible for income tax purposes. The goodwill recognized is primarily attributable to future growth opportunities, expected synergies and the assembled workforce of the acquired business.

The fair value estimates of the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, are preliminary and subject to change as additional information becomes available during the measurement period. Measurement period adjustments are recorded as if they had been recognized as of the acquisition date. The effect of changes that do not qualify as measurement period adjustments are recognized in earnings in the period identified.

The following table summarizes the purchase consideration and the estimated fair values of assets acquired and liabilities assumed as of the CYMCOR Effective Date, with any excess of the purchase consideration over the estimated fair value of the net assets acquired recorded as goodwill.

As of September 30, 2026, the preliminary purchase price allocation has not been finalized with respect to the valuation of identifiable intangible assets, the fair value of certain tangible assets acquired and liabilities assumed, the final working capital adjustment, goodwill and income tax-related matters. A final determination of the fair values of the assets acquired and liabilities assumed could differ from the preliminary purchase price allocation. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the CYMCOR Effective Date.

For working capital items, including cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses and other current liabilities, the carrying value was assumed to approximate fair value due to the short-term nature of these instruments. There was no difference between the contractual value and fair value of the accounts receivable acquired. Contract assets and contract liabilities were recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers, as if the Company had originated the related contracts.

As part of the preliminary purchase price allocation, the Company identified certain definite-lived intangible assets associated with customer relationships, acquired backlog, trade names and trademarks, internally developed technology and non-compete agreements.

The fair value of customer relationships and acquired backlog was determined using the multi-period excess earnings method under the income approach. The multi-period excess earnings method is a variation of the discounted cash flow method that isolates the cash flows attributable to a specific intangible asset and measures fair value by discounting those cash flows to present value.

The fair value of trade names and trademarks and internally developed technology was determined using the relief-from-royalty method. This method requires identifying the future revenue expected to be generated by the respective asset, applying an appropriate royalty rate and discounting the resulting royalty savings to present value as of the acquisition date. The royalty rate used in the valuation was based on market rates for similar categories of assets.

The fair value of the non-compete agreements was determined using the with-or-without method under the income approach. This method measures the present value of the difference between projected cash flows assuming the non-compete agreements are in place and those assuming the agreements are not in place, reflecting the potential impact of competition from the individuals subject to the agreements.

Significant estimates and assumptions used in determining the fair value of the identifiable intangible assets include projected revenues, profitability, customer attrition rates and discount rates, which represent Level 3 inputs.

The Company amortizes acquired finite-lived intangible assets over their estimated useful lives in a manner that reflects the expected consumption of their economic benefits. When this pattern cannot be reliably determined, the Company uses the straight-line method. The estimated amortization expense for the remainder of 2026 is approximately $0.8 million, $3.2 million for 2027, $1.5 million for each of 2028 and 2029,, $1.4 million for 2030, and $1.3 million for 2031.

Intangible assets, net as of September 30, 2026 are detailed below.

In connection with the CYMCOR Transaction, the Company entered into certain retention-related bonus arrangements with key employees of CYMCOR. These arrangements are designed to promote continued employment and support integration efforts following the acquisition. Retention-related compensation is recognized as expense ratably over the service period, which primarily runs through August 4, 2028, and is contingent on continued employment. The retention-related bonus arrangements are separate from, and not part of, the purchase price. Accordingly, these amounts were not included in the determination of purchase price or the allocation of purchase consideration under ASC 805, Business Combinations. Related expenses are recognized within acquisition-related retention expense and contingent consideration in the Company's Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2026, the Company recognized $0.2 million in retention-related expenses associated with the CYMCOR Transaction.

Pioneer Power

On July 1, 2025 (the "Pioneer Power Effective Date"), the Company, through LFS, acquired all the outstanding equity interests of Pioneer Power (the “Pioneer Power Transaction”) for net cash consideration of $65.7 million, after giving effect to cash acquired as part of the transaction. The acquisition was funded through a combination of cash on hand and borrowings under the Company’s revolving credit facility. Approximately $4.1 million of the cash consideration was initially held in escrow for indemnification purposes, a portion of which has subsequently been released. Pioneer Power is a provider of industrial and institutional mechanical solutions serving healthcare, food, power/utility, oil refining and other select markets in the greater Twin Cities region of Minnesota and upper Midwest regions. The acquisition further expanded the Company’s footprint into new geographic markets in the upper Midwest regions. As a result of the Pioneer Power Transaction, Pioneer Power became a wholly-owned indirect subsidiary of the Company.

The Pioneer Power Transaction was accounted for as a business combination using the acquisition method of accounting. As a result of the acquisition, the Company recognized goodwill of $39.5 million, which was allocated between the Company’s ODR and GCR segments and is expected to be fully deductible for income tax purposes. The goodwill recognized is primarily attributable to anticipated future earnings of the acquired business.

During the measurement period, the Company recorded measurement period adjustments related to the Pioneer Power Transaction as additional information became available regarding the facts and circumstances that existed as of the acquisition date. The Company finalized the purchase price allocation during the three months ended June 30, 2026, and the measurement period expired on June 30, 2026. The following table presents the final purchase price allocation, including cumulative measurement period adjustments recorded through June 30, 2026. Any excess of the purchase price over the fair value of the identifiable net assets acquired was recorded as goodwill.

(1) The cumulative measurement period adjustments primarily related to refinements of acquired working capital balances, including accounts payable, accrued expenses and other current liabilities, and contract assets and contract liabilities, based on additional information regarding facts and circumstances that existed as of the acquisition date. The net effect of these adjustments was recorded as a corresponding adjustment to goodwill. Certain contract liability adjustments may be subject to recovery. As of September 30, 2026, no receivable has been recognized in connection with such potential recoveries. Any future amounts recovered will not result in adjustments to the final purchase price allocation.

Note 4 –Revenue from Contracts with Customers

The Company’s revenue is primarily derived from construction-type and services contracts to deliver MEPC systems services to its customers. Such work is primarily performed under fixed-price, modified fixed-price, and time and materials contracts over periods of typically less than two years.

Construction-type contract revenue is primarily derived from fixed-price and modified fixed-price contracts. For the majority of these contracts, the Company’s performance obligations are satisfied over time because the customer controls the asset as it is created or enhanced or because the Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed to date. For contracts satisfied over time, the Company recognizes revenue using an input method based on costs incurred relative to total estimated costs at completion (the cost-to-cost method), which management believes depicts the transfer of control of services to the customer. The Company believes its extensive experience with MEPC systems projects, together with its internal cost estimation and review processes, enables it to reasonably estimate contract costs and mitigate the risk of cost overruns.

With respect to service contracts, the Company’s service arrangements generally include (i) fixed-price service contracts, typically for maintenance, repair and retrofit work over a period, commonly one year, and (ii) time and materials or similar service work performed on an as-needed basis. Revenue from fixed-price service contracts is generally recognized over time on a systematic basis that depicts performance over the contract term, which is typically on a straight-line basis when services are provided evenly over the contract period. Revenue derived from time and materials and other service work is recognized when the services are performed.

The Company generally invoices customers on a monthly basis based on a schedule of values that breaks down the contract amount into discrete billing items. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as a contract asset until billable under the contract terms. Billings in excess of costs and estimated earnings on uncompleted contracts are recorded as a contract liability until the related revenue is recognizable.

Contract Assets and Contract Liabilities

Contract assets represent the Company’s conditional right to consideration for goods or services transferred to customers when that right is conditioned on something other than the passage of time. Contract liabilities represent the Company’s obligation to transfer goods or services to customers for which consideration has been received or is due.

The Company’s contracts commonly include retainage provisions, pursuant to which a portion of billed consideration is contractually withheld by customers until achievement of specified contractual milestones, such as substantial completion, final acceptance, or satisfaction of defined performance criteria. Retainage does not represent an unconditional right to payment and is therefore not considered a trade receivable. Accordingly, retainage is reflected within contract balances based on the related net billing position.

Contract assets include costs and estimated earnings in excess of billings on uncompleted contracts and retainage associated with contracts for which the Company has a conditional right to consideration. The components of the contract asset balances as of the respective dates were as follows:

Contract liabilities

Contract liabilities include billings in excess of contract costs and estimated earnings on uncompleted contracts, provisions for losses and amounts related to retainage associated with overbilled contracts, which reduce billings in excess of costs until such payment become payable under contract terms. The components of the contract liability balances as of the respective dates were as follows:

Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date, net of retention receivables. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue.

Provisions for losses are recognized in the condensed consolidated statements of operations at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue.

During the three and nine months ended September 30, 2026, the Company recognized revenue of $2.9 million and $17.1 million, respectively, that was included in its contract liabilities balance at January 1, 2026. During the three and nine months ended September 30, 2025, the Company recognized revenue of $3.4 million and $40.0 million, respectively, that was included in its contract liabilities balance at January 1, 2025.

Claims and Unapproved Change Orders

Contract assets may include amounts related to claims and unapproved change orders, which arise when there is a dispute regarding changes in scope or pricing, or when additional work is performed or costs are incurred prior to execution of a contract amendment. The Company estimates recoveries related to claims and unapproved change orders as variable consideration using the most likely amount method, to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. Such amounts generally become billable upon resolution of the underlying claim or execution of contract amendment or other written agreement. The estimated net realizable value of claims and unapproved change orders included within contract assets and contract liabilities was $16.9 million and $13.6 million as of September 30, 2026 and December 31, 2025, respectively.

Net Contract Position

The net (overbilling) underbilling position for contracts in process consisted of the following:

Revisions in Contract Estimates

The Company recorded revisions in its contract estimates for certain ODR and GCR projects. During the three and nine months ended September 30, 2026 and 2025, the Company didnot record any material gross profit write-ups or write-downs that had a net gross profit impact of $1.0 million or more.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. The Company’s remaining performance obligations include projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions.

As of September 30, 2026, the aggregate amount of the transaction prices allocated to the remaining performance obligations of the Company’s ODR and GCR segment contracts were $290.4 million and $366.1 million, respectively. The Company currently estimates that 45% and 31% of its ODR and GCR segment remaining performance obligations as of September 30, 2026, respectively, will be recognized as revenue during the remainder of 2026, with the substantial majority of remaining performance obligations to be recognized within 24 months, although the timing of project execution may be affected by factors outside the Company's control.

Remaining performance obligations differ from backlog because certain ODR contracts are excluded from remaining performance obligations as they may be canceled for convenience by either party without significant penalty.

Note 5 –Goodwill and Intangibles

Goodwill

Goodwill was $101.2 million and $70.6 million as of September 30, 2026 and December 31, 2025, respectively. The Company evaluates its goodwill and indefinite-lived intangible assets allocated to its reporting units for impairment annually on October 1, or more frequently if events or circumstances indicate that it is more likely than not that the fair value of its reporting units and indefinite-lived intangible assets are less than their carrying amount.

The Company didnot recognize any impairment charges on its goodwill or intangible assets during the three and nine months ended September 30, 2026 and 2025.

The following table summarizes the carrying amount and changes in goodwill associated with the Company’s segments:

(1)The Company recorded cumulative measurement period adjustments during the six months ended June 30, 2026 primarily related to refinements of acquired working capital balances, including accounts payable, accrued expenses and other current liabilities, and contract liabilities, based on additional information regarding facts and circumstances that existed as of the acquisition date. The net effect of these adjustments was recorded as a corresponding adjustment to goodwill. See Note 3 – Acquisitions for further detail.

(2) See Note 3 – Acquisitions for further information on the CYMCOR and 1901 transactions.

Intangible Assets

Intangible assets are comprised of the following:

(1) The Company has determined that its trade name has an indefinite useful life. The Limbach trade name has been in existence since the Company’s founding in 1901 and therefore is an established brand within the industry.

Total amortization expense for the Company’s definite-lived intangible assets was $3.6 million and $7.1 million for the three and nine months ended September 30, 2026, respectively, and $2.4 million and $6.0 million for the three and nine months ended September 30, 2025, respectively.

Note 6 –Debt

Long-term debt consists of the following obligations as of:

PNC Credit Facility

On September 9, 2026 (the “PNC Closing Date”), LFS, LHLLC, and other designated parties entered into a credit agreement with PNC Bank, National Association (“PNC”), as administrative agent, and other lenders party thereto (the “PNC Credit Agreement”), which provides for aggregate commitments of up to $300.0 million (the “PNC Credit Facility”), consisting of:

(i) a revolving credit facility with an aggregate principal amount of $200.0 million (the “PNC Revolving Credit Facility”), including a $20.0 million swingline loan subfacility and a $25.0 million letter of credit subfacility;

(ii) a term loan facility with an aggregate principal amount of $50.0 million (the “PNC Term Loan Facility”); and

(iii) a delayed draw term loan facility with aggregate commitments of $50.0 million (the “PNC DDTL Facility”).

The revolving credit facility and term loan facility mature on September 9, 2031. Subject to the provisions of the PNC Credit Agreement, commitments under the delayed draw term loan facility remain available through March 9, 2028. Subject to specified conditions and lender commitments, the PNC Credit Agreement also permits incremental credit facilities and commitment increases of up to the greater of $150.0 million and 100% of Consolidated EBITDA.

The obligations under the PNC Credit Agreement are guaranteed by the Company, LHLLC and certain subsidiaries and are secured by substantially all assets of LFS and the guarantors, subject to customary exceptions.

Subject to the provisions of the PNC Credit Agreement, borrowings under the PNC Credit Facility bear interest, at LFS's option, at either

(i) a base rate plus an applicable margin ranging from 0.50% to 1.50%; or

(ii) Term SOFR plus an applicable margin ranging from 1.50% to 2.50%,

with applicable margins determined by reference to LFS's Consolidated Net Leverage Ratio. The PNC Credit Agreement includes commitment fees on the unused portions of the PNC Revolving Credit Facility and the PNC DDTL Facility at a rate ranging from 0.20% to 0.35% per annum.

The PNC Term Loan Facility is repayable in quarterly principal installments beginning December 31, 2026, with the remaining outstanding principal due at maturity.

The PNC Credit Agreement contains customary affirmative and negative covenants, representations and warranties and events of default, including financial covenants requiring LFS to maintain (i) a maximum Consolidated Net Leverage Ratio of 3.00 to 1.00 and (ii) a minimum Consolidated Fixed Charge Coverage Ratio of 1.15 to 1.00. The maximum Consolidated Net Leverage Ratio may be increased to 3.50 to 1.00 for four consecutive fiscal quarters following certain qualifying acquisitions.

The Company incurred approximately $1.8 million in debt issuance costs in connection with the PNC Credit Agreement. Debt issuance costs attributable to the funded PNC Term Loan Facility are presented as a direct deduction from the related debt balance. Debt issuance costs attributable to the PNC Revolving Credit Facility are included in other noncurrent assets and amortized over the term of the facility. Debt issuance costs attributable to the undrawn PNC DDTL Facility are included in other noncurrent assets and will be reclassified as a reduction of the carrying amount of the related debt to the extent borrowings are made. As of September 30, 2026, approximately $0.3 million of unamortized debt issuance costs attributable to the undrawn PNC DDTL Facility were included in other noncurrent assets.

In connection with entering into the PNC Credit Agreement, on the PNC Closing Date, the Company terminated its prior Wintrust credit facility and repaid approximately $118.1 million of outstanding borrowings using proceeds from the PNC Credit Facility. The Company recorded a loss on extinguishment of debt of approximately $0.2 million related to the write-off of unamortized debt issuance costs associated with the terminated facility.

As of September 30, 2026, the Company had $75.0 million in borrowings outstanding under the PNC Revolving Credit Facility and $50.0 million outstanding under the PNC Term Loan Facility, with a weighted average annual interest rate of 5.50% and 5.50%, respectively. Remaining availability under the PNC Revolving Credit Facility was $125.0 million, after giving effect to outstanding borrowings. No amounts were outstanding under the PNC DDTL Facility, and the full $50.0 million commitment remained available. Of the combined $175.0 million in unused commitments, approximately $39.9 million was unavailable due to financial covenant limitations, resulting in approximately $135.1 million of available borrowing capacity as of September 30, 2026. Availability under these facilities is subject to satisfaction of the applicable borrowing conditions, including compliance with financial covenants and the absence of specified defaults.

In connection with the closing of the PNC Credit Agreement and termination of the Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (collectively, “Wintrust”) credit facility, letters of credit totaling approximately $7.0 million remained outstanding as of September 30, 2026. These letters of credit expire no later than April 2027 and will be replaced with letters of credit issued under the PNC Credit Agreement. The Company maintains cash collateral of approximately $7.0 million, which is included in restricted cash on the Company's condensed consolidated balance sheets and will be released upon termination and replacement of the related legacy letters of credit. No amounts had been drawn under these letters of credit as of September 30, 2026.

As of September 30, 2026, the Company was in compliance with all financial maintenance covenants under the PNC Credit Agreement.

As of September 30, 2026, future maturities of debt outstanding under the PNC Credit Facility are as follows (in thousands):

Former Wintrust Revolving Credit Facility

Prior to entering into the PNC Credit Agreement, the Company maintained a senior secured revolving credit facility with Wintrust, as administrative agent, pursuant to a Second Amended and Restated Credit Agreement originally entered into on May 5, 2023 (the “Second A&R Wintrust Credit Agreement”).

On July 24, 2026, LFS, LHLLC, and certain other designated parties entered into the Third Amendment to the Second A&R Wintrust Credit Agreement with Wintrust, as administrative agent, which increased total commitments from $100.0 million to $125.0 million and modified certain pricing and other terms. The Wintrust revolving credit facility was terminated on September 9, 2026 in connection with the Company's entry into the PNC Credit Agreement.

For the period from July 1, 2026 through September 9, 2026, maximum borrowings outstanding under the Wintrust revolving credit facility were $118.1 million and average daily borrowings were $28.0 million. For the period from January 1, 2026 through September 9, 2026, maximum borrowings outstanding were $118.1 million and average daily borrowings were $20.1 million. During the three and nine months ended September 30, 2025, maximum borrowings outstanding were $50.0 million and average daily borrowings were $48.0 million and $22.8 million, respectively.

For the period from July 1, 2026 through September 9, 2026 and for the period from January 1, 2026 through September 9, 2026, borrowings under the Wintrust revolving credit facility bore weighted average annual interest rates of 5.77% and 5.64%, respectively, inclusive of the net impact of the Company's interest rate swap arrangement. For the three and nine months ended September 30, 2025, borrowings under the Wintrust revolving credit facility bore weighted average annual interest rates of 6.28% and 6.12%, respectively.

Interest Rate Swap

Prior to the termination of the Wintrust revolving credit facility, the Company maintained an interest rate swap agreement to manage its exposure to interest rate variability associated with a portion of its variable-rate debt. The swap agreement became effective on July 14, 2022 and was scheduled to mature on July 31, 2027. The swap had a notional amount of $10.0 million and effectively fixed the underlying benchmark interest rate at 3.12%, subject to the applicable credit spread under the related debt agreement. The Company did not designate the swap as a hedge for accounting purposes; accordingly, changes in the fair value of the derivative were recognized in earnings within gain (loss) on interest rate swap.

In connection with the termination of the Wintrust revolving credit facility and entry into the PNC Credit Agreement, the Company terminated the swap and received settlement proceeds of approximately $0.1 million. The Company remeasured the derivative to fair value immediately prior to settlement, recognized the resulting adjustment in earnings and derecognized the instrument upon settlement. No amounts remained outstanding under the swap as of September 30, 2026.

Sale-Leaseback Financing Transaction

On September 29, 2022, the Company completed a sale and leaseback transaction related to its facility in Pontiac, Michigan (the “Pontiac Facility”), with an aggregate transaction value of approximately $7.8 million, consisting of a purchase price of approximately $5.4 million and up to $2.4 million of tenant improvement allowances.

In connection with the transaction, the Company entered into a 25-year lease agreement withtwo five-year renewal options. Annual minimum rent is approximately $0.5 million, payable monthly and subject to annual escalations of approximately 2.5%. The lease includes a one-time termination option at the end of the fifteenth lease year, which would require payment of a termination fee of approximately $1.7 million if exercised.

The Company accounted for the transaction as a failed sale-leaseback and financing arrangement under ASC Topic 842 –Leases, as the lease was classified as a finance lease and control of the property did not transfer to the buyer-lessor. Accordingly, no gain or loss was recognized, and the property was not derecognized from the Company’s condensed consolidated balance sheets and continues to be recognized therein. Proceeds received were recorded as a financing liability and are repaid through lease payments, which are allocated between principal and interest.

As of September 30, 2026, the financing liability was $5.0 million, net of issuance costs, and was included within long-term debt on the Company’s condensed consolidated balance sheets. Interest expense associated with the financing for both the three and nine months ended September 30, 2026 and 2025, was approximately $0.1 million and $0.4 million, respectively.

Note 7 –Equity

The Company’s second amended and restated certificate of incorporation currently authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001.

Incentive Plan

Upon the consummation of the Company’s business combination with LHLLC in July 2016, the Company adopted an omnibus incentive plan (as amended, the “Omnibus Incentive Plan”) pursuant to which equity awards may be granted thereunder. See Note 14 – Management Incentive Plans for a discussion of the Company’s management incentive plans for restricted stock units (“RSUs”) granted, vested, forfeited and remaining unvested.

Share Repurchase Program

In December 2025, the Company announced that its Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase up to $50.0 million of shares of its common stock through December 15, 2027. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or by other means in accordance with federal securities laws. Repurchases may also be made under Rule 10b5-1 plans. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated by the Company at any time at its discretion without prior notice. As of September 30, 2026, the Company had repurchased 194,788 shares under the

Share Repurchase Program at an average price of $51.31 per share for an aggregate cost of approximately $10.0 million. The repurchased shares are held as treasury stock.

Employee Stock Purchase Plan

Upon approval of the Company’s stockholders on May 30, 2019, the Company adopted the Limbach Holdings, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective on January 1, 2020. The ESPP permits eligible employees to purchase shares of the Company's common stock through payroll deductions at a purchase price equal to 85% of the fair market value of the Company's common stock at the end of each offering period. Offering periods are six months in duration and commence on January 1st and July 1st of each year. A total of 500,000 shares of common stock are authorized for issuance under the ESPP.

In January 2026 and July 2026, the Company issued 3,305 and 3,926 shares of common stock, respectively, under the ESPP. In January 2025 and July 2025, the Company issued a total of 2,321 and 2,175 shares of common stock, respectively, under the ESPP. As of September 30, 2026,371,139 shares of common stock remain available for future issuance under the ESPP.

Note 8 –Fair Value Measurements

The Company measures the fair value of financial assets and liabilities in accordance with ASC Topic 820 –Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

•Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date;

•Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities; and

•Level 3 — unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company believes that the carrying amounts of its financial instruments, including cash and cash equivalents, trade accounts receivable and accounts payable, consist primarily of instruments without extended maturities, which approximate fair value primarily due to their short-term maturities and low risk of counterparty default. The Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash equivalents as of September 30, 2026 and December 31, 2025 consisted of overnight repurchase agreements in which cash from the Company’s main operating checking account is invested overnight in highly liquid, short-term investments and certain investments in money market funds sponsored by a large financial institution. For both the three and nine months ending September 30, 2026, interest income in the aggregate was approximately $0.1 million. For the three and nine months ending September 30, 2025, the Company recognized interest income in the aggregate of approximately $0.1 million and $0.8 million, respectively. The Company has not experienced any losses in its cash and cash equivalents and management believes the Company is not exposed to significant credit risk with respect to such accounts.

PNC Credit Facility

As of September 30, 2026, the estimated fair values of borrowings outstanding under the PNC Revolving Credit Facility and PNC Term Loan Facility were approximately $75.0 million and $50.0 million, respectively, and approximated their carrying amounts before the deduction of unamortized debt issuance costs. The fair values were estimated using discounted cash flow analyses based on current market interest rates for similar debt instruments and were classified as Level 2 within the fair value hierarchy.

Earnout Payments

As a part of the total consideration for the Company’s November 2023 acquisition of Industrial Air, the former owner of Industrial Air was eligible to receive up to an aggregate of $6.5 million in cash, consisting oftwo individual tranches of $3.0 million and $3.5 million pursuant to the terms of the purchase agreement, if the gross profit of Industrial Air equaled or exceeded (i) $7.6 million in the 12-month period beginning on the closing date of the transaction (the “First IA Earnout Period”) or (ii) $8.8 million in the 12-month period beginning on the first anniversary of the closing date of the transaction (the “Second IA Earnout Period” and together with the First IA Earnout Period, the “IA Earnout Payments”). The Company initially recognized $3.2 million in contingent consideration as of the closing date of the transaction. The fair value of contingent IA Earnout Payments was based on generating growth rates on the projected gross margins of Industrial Air and calculating the associated contingent payments based on achieving the earnout targets, which were reassessed each reporting period. In February 2026 and February 2025, the Company made payments in the amount of $3.5 million and $3.0 million, respectively, to the former owner of Industrial Air related to the First and Second Industrial Air Earnout Periods.

As a part of the total consideration for the Company’s September 2024 acquisition of Kent Island, the former owner of Kent Island is eligible to receive up to an aggregate of $5.0 million in cash, consisting oftwo individual tranches of $2.5 million pursuant to the terms of the purchase agreement, if the gross profit of Kent Island equals or exceeds approximately (i) $3.3 million in the 12-month period beginning on the closing date of the transaction (the “First Kent Island Earnout Period”) or (ii) $0.2 million in the 12-month period beginning on the first anniversary of the closing date of the transaction (the “Second Kent Island Earnout Period” and together with the First Kent Island Earnout Period, the “Kent Island Earnout Payments”). The Company initially recognized $4.4 million in contingent consideration as of the closing date of the transaction. The fair value of contingent Kent Island Earnout Payments are based on generating growth rates on the projected gross margins of Kent Island and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. In January 2026, the Company made a payment in the amount of $2.5 million to the former owner of Kent Island related to the First Kent Island Earnout Period.

As a part of the total consideration for the Company’s December 2024 acquisition of Consolidated Mechanical, the former owner of Consolidated Mechanical is eligible to receive up to an aggregate of $2.0 million in cash, consisting oftwo individual tranches of $1.0 million pursuant to the terms of the purchase agreement, if the gross profit of Consolidated Mechanical equals or exceeds approximately (i) $6.8 million in the 12-month period beginning on the closing date of the transaction (the “First Consolidated Mechanical Earnout Period”) or (ii) $6.8 million in the 12-month period beginning on the first anniversary of the closing date of the transaction (the “Second Consolidated Mechanical Earnout Period” and together with the First Consolidated Mechanical Earnout Period, the “Consolidated Mechanical Earnout Payments”). The Company initially recognized $0.8 million in contingent consideration as of the closing date of the transaction. The fair value of contingent Consolidated Mechanical Earnout Payments is based on generating growth rates on the projected gross margins of Consolidated Mechanical and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. In April 2026, the Company made a payment in the amount of $0.9 million to the former owner of Consolidated Mechanical related to the First Consolidated Mechanical Earnout Period.

As a part of the total consideration for the Company’s September 2026 acquisition of 1901, the 1901 Sellers are eligible to receive up to an aggregate of $6.0 million in cash, consisting oftwo individual tranches of $3.0 million pursuant to the terms of the 1901 Purchase Agreement. The Company initially recognized $4.8 million in contingent consideration as of the 1901 Effective Date. The fair value of contingent 1901 Earnout Payments is based on generating growth rates on the projected gross margins of 1901 and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period.

Based on the Company’s ongoing assessment of the fair value of contingent earnout liabilities, the Company recorded a net increase in the estimated fair value of such liabilities of $0.2 million and $0.3 million for the three and nine months ended September 30, 2026, respectively, which was presented in the acquisition-related retention expense and contingent consideration in the Company’s condensed consolidated statements of operations. For the three and nine months ended September 30, 2025, the Company recorded a net increase in the estimated fair value of such liabilities of $0.3 million and

$1.5 million, respectively. The Company determined the fair value of the earnout payments by utilizing the Monte Carlo Simulation method, which represents a Level 3 measurement.

The following table presents the carrying values of the Company’s contingent earnout payment obligations included in the accompanying condensed consolidated balance sheets, which approximated fair value at September 30, 2026 and December 31, 2025.

(1)In February 2026, the Company made a $3.5 million payment to the former owner of Industrial Air related to the Second IA Earnout Period.

(2)In January 2026, the Company made a $2.5 million payment to the former owner of Kent Island related to the First Kent Island Earnout Period.

(3)In April 2026, the Company made a $0.9 million payment to the former owner of Consolidated Mechanical related to the First Consolidated Mechanical Earnout Period.

Interest Rate Swap

Prior to its termination, the fair value of the interest rate swap was determined using observable market inputs, including interest rate curves, and incorporated assumptions regarding the nonperformance risk of both the Company and the counterparty. Accordingly, the interest rate swap was classified as a Level 2 item within the fair value hierarchy.

In connection with the termination of the Wintrust revolving credit agreement, the Company terminated and settled the interest rate swap on September 9, 2026. The swap was remeasured to fair value immediately prior to settlement, with the resulting adjustment recognized in earnings, and was derecognized upon settlement. Accordingly, no interest rate swap asset remained outstanding as of September 30, 2026. As of December 31, 2025, the swap had a fair value of less than $0.1 million and was recognized in other assets on the Company’s condensed consolidated balance sheets.

For the three and nine months ended September 30, 2026, the Company recognized a loss of less than $0.1 million and a gain of approximately $0.1 million, respectively, related to the changes in the fair value of the interest rate swap. For the three and nine months ended September 30, 2025, the Company recognized losses of less than $0.1 million and $0.2 million, respectively, related to the changes in the fair value of the interest rate swap.

Note 9 –Earnings per Share

Earnings per Share

The Company calculates earnings per share in accordance with ASC Topic 260 –Earnings Per Share (“EPS”). Basic earnings per share of the Company’s common stock applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding and assumed to be outstanding. Diluted EPS assumes the dilutive effect of outstanding common stock warrants and shares issued in conjunction with the Company’s ESPP and RSUs, all using the treasury stock method.

The following table sets forth the computation of the basic and diluted earnings per share attributable to the Company’s common stockholders for the three and nine months ended September 30, 2026 and 2025:

The following table summarizes the securities that were antidilutive, and therefore, were not included in the computations of diluted income per share of the Company’s common stock:

Note 10 –Income Taxes

The Company is taxed as a C corporation and files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions.

For interim periods, the provision for income taxes (including federal, state and local taxes) is calculated based on the estimated annual effective tax rate, adjusted for certain discrete items for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The following table presents the Company’s income tax expense and its income tax rate for the three and nine months ended September 30, 2026 and 2025.

The U.S. federal statutory tax rate was 21% for each of the three and nine months ended September 30, 2026 and 2025. The Company’s effective tax rate differed from the U.S. federal statutory tax rate primarily due to state income taxes, federal tax credits, other permanent adjustments and discrete tax items.

The Company’s effective tax rates for the nine months ended September 30, 2026 and 2025 were significantly impacted by excess tax benefits related to the vesting of restricted stock units (“RSUs”) (see Note 14) which were recorded as discrete tax benefits during the first quarter of each year. The amount of these excess tax benefits is primarily dependent on the Company’s stock price on the applicable vesting dates. The excess tax benefits reduced the first-quarter effective tax rate by approximately 533.3% and 53.5% during 2026 and 2025, respectively.

No valuation allowance was required as of September 30, 2026 or December 31, 2025.

Note 11 –Operating Segments

As discussed in Note 1, the Company operates intwo segments (i) ODR, in which the Company performs owner direct projects and/or provides maintenance or service primarily on MEPC systems, and specialty contracting projects to existing buildings direct to, or assigned by, building owners or operators, and (ii) GCR, in which the Company generally manages new construction or renovation projects that involve primarily MEPC systems awarded to the Company by general contractors or construction managers.

Segment information is prepared on the same basis the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and assessing performance. The Company’s CODM is comprised of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer. The Company’s CODM evaluates segment performance and makes resource allocation decisions primarily based on gross profit. Gross profit is a key measure used by the CODM in the annual budgeting and forecasting process, as well as in periodic reviews of actual operating results compared to planned performance. The CODM uses the Company's gross profit measure to assess the operating performance of its reportable segments, establish business priorities, and make decisions regarding the allocation of capital and other resources among those segments.

In accordance with ASC Topic 280 –Segment Reporting, the Company has aggregated all of the ODR work performed at its branches intoone ODR reportable segment and all of the GCR work performed at its branches intoone GCR reportable segment. All transactions between segments are eliminated in consolidation.

All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled.

Condensed consolidated segment information for the three and nine months ended September 30, 2026 and 2025 were as follows:

(1)Included within selling, general and administrative expenses was $1.6 million and $1.9 million of non-cash stock-based compensation expense for the three months ended September 30, 2026 and 2025, respectively, and $5.5 million and $5.2 million for the nine months ended September 30, 2026 and 2025, respectively.

The Company does not identify capital expenditures and total assets by segment in its internal financial reports due in part to the shared use of a centralized fleet of vehicles and specialized equipment.

Note 12 -Leases

The Company leases real estate, vehicles and other equipment under operating lease arrangements. There have been no material changes to the Company’s lease accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025.

Southern California Sublease. The Company subleases substantially all of its Southern California leased office space through April 30, 2027. The Company remains obligated under the related master lease and would be required to satisfy its obligations to the landlord in the event of a sublessee default. Sublease income recognized in selling, general and administrative expense was approximately $0.3 million and $0.9 million for the three and nine months ended September 30, 2026 and 2025, respectively.

The following table summarizes the lease amounts included in the Company’s condensed consolidated balance sheets:

(1) Operating lease assets are recorded net of accumulated amortization of $21.9 million at September 30, 2026 and $17.9 million at December 31, 2025.

(2) Finance lease vehicle assets are recorded net of accumulated amortization of $10.7 million at September 30, 2026 and $8.2 million at December 31, 2025.

(3) Includes approximately $2.1 million and $2.2 million of net property assets associated with the Company’s Pontiac Facility at both September 30, 2026 and December 31, 2025, respectively.

(4) Includes approximately $5.4 million associated with the Company’s sale and leaseback financing transaction at both September 30, 2026 and December 31, 2025. See Note 6 – Debt for further detail.

The following table summarizes the lease costs included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025:

(1) Operating lease costs recorded in cost of revenue included $0.1 million and $0.3 million of variable lease costs for the three months ended September 30, 2026 and 2025, respectively, and $0.4 million and $0.6 million for the nine months ended September 30, 2026 and 2025, respectively. In addition, $0.1 million of variable lease costs are included in selling, general and administrative for both the three months ended September 30, 2026 and 2025, and $0.3 million for both the nine months ended September 30, 2026 and 2025. These variable costs consist of the Company’s proportionate share of operating expenses, real estate taxes and utilities.

(2) Finance lease costs recorded in cost of revenue includes variable lease costs of $1.2 million and $0.9 million for the three months ended September 30, 2026 and 2025, respectively, and $3.2 million and $2.8 million for the nine months ended September 30, 2026 and 2025, respectively. These variable lease costs consist of fuel, maintenance, and sales tax charges.

The future undiscounted minimum finance lease payments, as reconciled to the discounted minimum lease obligation indicated on the Company’s condensed consolidated balance sheets within current and long-term debt, less interest, and under current and long-term operating leases, less imputed interest, as of September 30, 2026 were as follows (in thousands):

(1) Primarily associated with the aforementioned third-party sublease agreement.

(2) The financing component for finance lease obligations represents the interest component of finance leases that will be recognized as interest expense in future periods. The financing component for operating lease obligations represents the effect of discounting the lease payments to their present value.

The following is a summary of the lease terms and discount rates as of:

(1) Excludes the weighted average lease term and weighted average discount rate associated with the aforementioned sale-leaseback financing transaction, which has a Primary Term of 25 years and utilized an implicit rate of 11.11%. See Note 6 – Debt for further detail.

The following is a summary of other information and supplemental cash flow information related to finance and operating leases:

Note 13 –Commitments and Contingencies

Legal. The Company is continually involved in administrative proceedings, arbitrations, and litigation with owners, general contractors, suppliers, employees, former employees and other unrelated parties, all arising in the ordinary courses of business.

The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the condensed consolidated financial statements. Management currently believes the results of these actions will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

Surety. The terms of its construction contracts frequently require that the Company obtain from surety companies, and provide to its customers, payment and performance bonds (“Surety Bonds”) as a condition to the award of such contracts. The Surety Bonds secure the Company’s payment and performance obligations under such contracts, and the Company has agreed to indemnify the surety companies for amounts, if any, paid by them in respect of Surety Bonds issued on its behalf. In addition, at the request of labor unions representing certain of the Company’s employees, Surety Bonds are sometimes provided to secure obligations for wages and benefits payable to or for such employees. Public sector contracts require Surety Bonds more frequently than private sector contracts, and accordingly, the Company’s bonding requirements typically increase as the amount of public sector work increases. As of September 30, 2026, the Company had approximately $121.6 million in surety bonds outstanding. The Surety Bonds are issued by surety companies in return for premiums, which vary depending on the size and type of bond.

Collective Bargaining Agreements. Many of the Company’s craft labor employees are covered by collective bargaining agreements. The agreements require the Company to pay specified wages, provide certain benefits and contribute certain amounts to multi-employer pension plans. If the Company withdraws from any of the multi-employer pension plans or if the plans were to otherwise become underfunded, the Company could incur additional liabilities related to these plans. Although the Company has been informed that some of the multi-employer pension plans to which it contributes have been classified as “critical” status, the Company is not currently aware of any significant liabilities related to this issue.

Self-insurance. The Company is substantially self-insured for workers’ compensation and general liability claims, due to the relatively high per-occurrence deductibles under its insurance programs. The Company purchases workers’ compensation and general liability insurance under policies with per-incident deductibles of $250,000 per occurrence and a $7.9 million maximum aggregate deductible loss limit per year. Losses incurred over primary policy limits are covered by umbrella and excess policies up to specified limits with multiple excess insurers. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the condensed consolidated balance sheets as current and non-current liabilities. The liability is determined by establishing a reserve for each reported claim on a case-by-case basis based on the nature of the claim and historical loss experience for similar claims plus an allowance for the cost of incurred but not reported claims. The current portion of the liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the condensed consolidated balance sheets.

The Company is also self-insured for medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the condensed consolidated balance sheets as a current liability in accrued expenses and other current liabilities.

The components of the self-insurance liability as of September 30, 2026 and December 31, 2025 are as follows:

The restricted cash balance represents an imprest cash balance set aside for the funding of workers' compensation and general liability insurance claims. This amount is replenished either when depleted or at the beginning of each month.

Note 14 –Management Incentive Plans

The Company maintains the Omnibus Incentive Plan to provide equity-based and cash-based incentive awards to employees, directors and consultants. The Omnibus Incentive Plan provides for grants of options, stock appreciation rights, restricted shares, RSUs, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards or any combination thereof.

Service-Based Awards

The Company grants service-based stock awards in the form of RSUs. Service-based RSUs granted to executives, employees, and non-employee directors vest ratably, on an annual basis, over three years and in the case of certain awards to non-employee directors, overone year. The grant date fair value of the service-based awards was equal to the closing market price of the Company’s common stock on the date of grant. For both the three months ended September 30, 2026 and 2025, the Company recognized $0.6 million of non-cash stock-based compensation expense related to outstanding service-based RSUs. For the nine months ended September 30, 2026 and 2025, the Company recognized $2.0 million and $1.7 million, respectively, of stock-based compensation expense related to outstanding service-based RSUs.

The following table summarizes the Company’s service-based RSU activity for the nine months ended September 30, 2026:

Performance-Based Awards

The Company has granted performance-based restricted stock units (“PRSUs”) under which shares of the Company’s common stock may be earned based on the Company’s performance compared to defined metrics. The number of shares earned under a performance award may vary from zero to 150% of the target shares awarded, based upon the Company’s performance compared to the metrics. The metrics used for the grant are determined by the Company’s Compensation Committee of the Board of Directors and are based on internal measures such as the achievement of certain predetermined adjusted EBITDA and EBITDA margin performance goals generally over athree-year period.

The Company recognizes non-cash stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of the performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three months ended September 30, 2026 and 2025, the Company recognized $0.3 million and $1.0 million, respectively, of non-cash stock-based compensation expense related to outstanding PRSUs. For the nine months ended September 30, 2026 and 2025, the Company recognized $1.4 million and $2.4 million, respectively, of stock-based compensation expense related to outstanding PRSUs. All unvested PRSU awards as of September 30, 2026 are related to awards granted in fiscal year 2024.

The following table summarizes the Company’s PRSU activity for the nine months ended September 30, 2026:

(1) Performance-based awards covering the three-year period ended December 31, 2025 were paid out in the first quarter of 2026 based on the approval of the Company’s Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 150% of the pre-defined metric target of 100%, which resulted in a positive performance factor adjustment and the issuance of 99,690 shares of the Company’s common stock as additional awards associated with the original grant.

Market-Based Awards

The Company grants market-based RSUs (“MRSUs”) to certain employees that vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Russell 2000 Index over athree-year performance period. The number of shares that ultimately vest can range from 0% to 150% of the target award, based on the Company’s TSR percentile ranking relative to the Russell 2000 Index constituents during the performance period.

Because vesting is subject to a market condition, the grant date fair value of these awards was estimated using a Monte Carlo simulation model. The assumptions used in the model included expected volatility for the Company and the Russell 2000 Index, risk-free interest rates, expected dividend yields, and the correlation between the Company’s stock and the Russell 2000 Index. The grant date fair value is expensed over the requisite three-year performance period using a straight-line method, as long as the employee remains employed during the performance period. For the three months ended September 30, 2026, and 2025 the Company recognized $0.6 million and $0.4 million, respectively, of non-cash stock-based compensation expense related to outstanding MRSUs. For the nine months ended September 30, 2026, and 2025 the Company recognized $2.1 million and $1.1 million, respectively, of non-cash stock-based compensation expense related to outstanding MRSUs.

Stock-Based Compensation Expense

Total recognized non-cash stock-based compensation expense amounted to $1.5 million and $1.9 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the Company recognized non-cash stock-based compensation expense of $5.5 million and $5.2 million, respectively. The aggregate fair value as of the vest date of RSUs that vested during the nine months ended September 30, 2026 and 2025 was $31.2 million and $29.7 million, respectively. Total non-cash unrecognized stock-based compensation expense related to unvested RSUs that are probable of vesting was $7.9 million at September 30, 2026. These costs are expected to be recognized over a weighted average period of 1.74 years.