Legence Announces Full Exercise and Closing of Over-allotment Option

Rhea-AI Summary

Legence (Nasdaq: LGN) announced that underwriters fully exercised the over-allotment option in its upsized secondary offering, purchasing an additional 1,260,326 shares of Class A common stock at $45.00 per share. The exercise closed on January 8, 2026. The offering totaled 8,402,178 shares by selling stockholders affiliated with Blackstone, and Legence did not sell any shares or receive proceeds. Goldman Sachs and Jefferies acted as joint lead book-running managers; multiple bookrunners and co-managers participated. A Form S-1 registration statement was filed and declared effective by the SEC.

Positive

• Underwriters fully exercised 1,260,326 share overallotment
• Overallotment priced at $45.00 per share
• Form S-1 registration was declared effective by the SEC

Negative

• Legence did not sell shares and received no proceeds
• Selling stockholders (Blackstone affiliates) sold 8,402,178 shares plus overallotment

Key Figures

Primary secondary size 8,402,178 shares Previously announced upsized secondary offering by Blackstone affiliates

Over-allotment shares 1,260,326 shares Additional shares purchased via fully exercised option

Offering price $45.00 per share Price to the public for secondary and over-allotment shares

Proceeds to Legence $0 Company did not sell shares and received no proceeds

Market Reality Check

$44.50 Last Close

Volume Volume 1,954,029 vs 20-day average 1,789,687 (relative volume 1.09). normal

Technical Price 48.32, trading above 200-day MA of 38.55 and within 3.75% of 52-week high 50.20.

Peers on Argus

LGN gained 5.04% while peers were mixed: FGL +4.39%, MAGH +9.03%, ZDAI +4.00%, but MSW -7.55% and OFAL -16.25%, pointing to stock-specific strength rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Jan 02	Acquisition close	Positive	-0.3%	Completed acquisition of Bowers mechanical contractor for mixed cash, debt and stock.
Dec 11	Secondary pricing	Neutral	+1.1%	Priced upsized 8,402,178‑share secondary offering at $45.00 with 30‑day option.
Dec 09	Secondary launch	Neutral	+2.1%	Announced planned 7,000,000‑share secondary by Blackstone affiliates with 30‑day option.
Dec 02	Acquisition announce	Positive	-1.4%	Announced acquisition of high‑growth IMD to expand capabilities and customer base.
Nov 14	Earnings results	Positive	+20.9%	Reported record Q3 2025 revenue, EBITDA growth, backlog expansion and raised guidance.

Pattern Detected

LGN has shown strong positive alignment with earnings-related news, while acquisition announcements have twice coincided with modest negative price reactions. Secondary offerings by selling shareholders have been treated relatively neutrally to slightly positively.

Recent Company History

Over the past few months, Legence has combined rapid growth with active capital markets activity. Q3 2025 results showed record revenue of $708.0 million, 26.2% year-over-year growth, and backlog of $3.07 billion, driving a 20.86% price jump after earnings. The company has executed multiple acquisitions, including IMD and Bowers, with mixed short-term price reactions. December 2025 saw an IPO follow-on secondary where Blackstone affiliates sold 8,402,178 shares at $45.00 with an over-allotment option. Today’s announcement confirms the full exercise and closing of that option, continuing the transition of ownership from legacy holders without raising new capital for Legence.

Market Pulse Summary

This announcement confirms full exercise and closing of the over-allotment option tied to a secondary offering of 8,402,178 shares at $45.00 per share by Blackstone-affiliated holders, with Legence receiving no proceeds. It continues the shift in ownership following the 2025 IPO and subsequent secondary activity. Investors may track how this evolving float interacts with strong fundamentals highlighted in Q3 2025 results and ongoing acquisition activity like IMD and Bowers.

Key Terms

over-allotment option financial

"have fully exercised their option to purchase an additional 1,260,326 shares"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

secondary underwritten public offering financial

"previously announced upsized secondary underwritten public offering (the “offering”) of 8,402,178 shares"

A secondary underwritten public offering is a sale of already-existing shares by current owners (such as founders, early investors, or institutions) to the public, where one or more investment banks agree to buy any unsold shares and resell them to investors. It matters because it suddenly increases the number of shares available, can put downward pressure on the stock price, and signals that major shareholders are cashing out or providing more liquidity for trading.

form s-1 regulatory

"A registration statement on Form S-1 relating to these securities has been filed"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

prospectus regulatory

"The offering was made only by means of a prospectus meeting the requirements of Section 10"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

SAN JOSE, Calif., Jan. 08, 2026 (GLOBE NEWSWIRE) -- Legence Corp. (Nasdaq: LGN) (“Legence”) today announced that the underwriters of the previously announced upsized secondary underwritten public offering (the “offering”) of 8,402,178 shares of its Class A common stock (“Common Stock”) by selling stockholders affiliated with Blackstone Inc. (the “Selling Stockholders”) have fully exercised their option to purchase an additional 1,260,326 shares of Common Stock at a price to the public of $45.00 per share. The exercise of the underwriters’ option closed on January 8, 2026.

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 and Jefferies acted as joint lead book-running managers. Morgan Stanley, BofA Securities, Barclays, BMO Capital Markets, MUFG, RBC Capital Markets, SOCIETE GENERALE, 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 has been filed with, and declared effective by, the Securities and Exchange Commission. 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, when available, 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; and 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.

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.

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

FAQ

What did Legence (LGN) announce on January 8, 2026 about the offering?

Underwriters fully exercised an additional 1,260,326 share overallotment at $45.00 per share; the exercise closed on January 8, 2026.

How many shares were included in the Legence (LGN) upsized secondary offering?

The offering comprised 8,402,178 shares by selling stockholders, plus an additional 1,260,326 share overallotment.

Did Legence (LGN) receive proceeds from the offering?

No. Legence did not sell any shares in the offering and did not receive any proceeds.

Who led the Legence (LGN) offering and when did the registration become effective?

Goldman Sachs & Co. LLC and Jefferies acted as joint lead book-running managers, and the Form S-1 registration was declared effective by the SEC.

What was the public offering price per share in the Legence (LGN) overallotment exercise?

The additional shares were purchased at a price to the public of $45.00 per share.