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Legence Announces Closing of Upsized Secondary Underwritten Public Offering of Class A Common Stock and Full Exercise of Underwriters’ Option to Purchase Additional Shares

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Legence (Nasdaq: LGN) closed an upsized secondary underwritten public offering on April 9, 2026, in which selling stockholders affiliated with Blackstone sold 15,394,112 shares of Class A common stock at $54.00 per share, including the full exercise of the underwriters’ option to buy an additional 2,007,927 shares.

Legence did not sell shares in the offering and did not receive proceeds. The offering was made from a Registration Statement on Form S-1 declared effective by the SEC; Goldman Sachs, Jefferies and BofA served as joint lead managers.

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Positive

  • Offering fully subscribed including full 2,007,927-share option exercise
  • Price established at $54.00 per share for 15,394,112 shares
  • Registration effective on Form S-1 with SEC

Negative

  • Company received no proceeds from the secondary sale
  • Large block sale of 15,394,112 shares by Blackstone affiliates increases public float

News Market Reaction – LGN

+5.77%
32 alerts
+5.77% News Effect
+6.2% Peak in 29 hr 13 min
+$376M Valuation Impact
$6.90B Market Cap
1.0x Rel. Volume

On the day this news was published, LGN gained 5.77%, reflecting a notable positive market reaction. Argus tracked a peak move of +6.2% during that session. Our momentum scanner triggered 32 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $376M to the company's valuation, bringing the market cap to $6.90B at that time.

Data tracked by StockTitan Argus on the day of publication.

SAN JOSE, Calif., April 09, 2026 (GLOBE NEWSWIRE) -- Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today announced that it has closed its upsized secondary underwritten public offering (the “offering”) of 15,394,112 shares of its Class A common stock (“Common Stock”) by selling stockholders affiliated with Blackstone Inc. (the “Selling Stockholders”) at a price to the public of $54.00 per share, including the full exercise by the underwriters of their option to purchase up to an additional 2,007,927 shares of Common Stock on the same terms and conditions.

Legence did not sell any shares of Common Stock in the offering and did not receive any proceeds from the sale of shares by the Selling Stockholders.

Goldman Sachs & Co. LLC, Jefferies and BofA Securities acted as joint lead book-running managers. Morgan Stanley & Co. LLC, BMO Capital Markets, MUFG, RBC Capital Markets, Societe Generale, Barclays, Cantor, Guggenheim Securities, Wolfe | Nomura Alliance, BTIG, Roth Capital Partners, Rothschild & Co, Santander and Stifel acted as bookrunners, and Blackstone Capital Markets, Tigress Financial Partners, C.L. King & Associates, Drexel Hamilton, Independence Point Securities, Loop Capital Markets and Penserra Securities LLC acted as co-managers for the offering.

A Registration Statement on Form S-1 relating to these securities (the “Registration Statement”) has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). The offering was made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Copies of the final prospectus may be obtained from: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or by email at prospectus-ny@ny.email.gs.com; Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 1-877-821-7388, or by email at prospectus_department@jefferies.com; and BofA Securities, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Legence
Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems—enhancing energy efficiency, reliability, and sustainability in new and existing facilities. Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100 Index among its clients.

Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements.” All statements, other than statements of historical fact, included in this press release, are forward-looking statements. When used in this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are not historical facts but rather are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not be achieved. Such statements are subject to risks, uncertainties and other factors, many of which are outside of Legence’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, those described under “Risk Factors” in the Registration Statement and “Item 1A. Risk Factors” in Legence’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), as filed with the SEC, as such factors may be updated from time to time in Legence’s subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Legence does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Legence to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Registration Statement, the 2025 Annual Report and in Legence’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.

Contact
Media: media@wearelegence.com
Investor Relations: ir@wearelegence.com


FAQ

What did Legence (LGN) announce on April 9, 2026 about the secondary offering?

Legence closed an upsized secondary offering of 15,394,112 shares at $54.00 per share. According to the company, the underwriters also fully exercised an option to buy an additional 2,007,927 shares.

Did Legence (LGN) receive any proceeds from the April 9, 2026 offering?

No, Legence did not receive proceeds from the offering. According to the company, all shares were sold by selling stockholders affiliated with Blackstone.

How many additional shares were purchased under the underwriters' option in the LGN deal?

Underwriters exercised an option to purchase 2,007,927 additional shares. According to the company, that exercise was on the same terms and conditions as the offering.

Who led the underwriting for Legence (LGN) secondary offering on April 9, 2026?

Goldman Sachs, Jefferies and BofA served as joint lead book-running managers. According to the company, multiple bookrunners and co-managers also participated in the offering.

Where can investors obtain the final prospectus for the LGN offering?

Investors can obtain the final prospectus from Goldman Sachs, Jefferies, or BofA prospectus departments. According to the company, contact details and email addresses are provided for each manager.