Legence Announces Pricing of Upsized Secondary Underwritten Public Offering of Class A Common Stock

Rhea-AI Summary

Legence (Nasdaq: LGN) priced an upsized secondary underwritten offering of 8,402,178 Class A shares by selling stockholders affiliated with Blackstone at $45.00 per share, with underwriters granted a 30‑day option to buy up to an additional 1,260,326 shares on the same terms. The offering is expected to close on or about December 16, 2025, subject to customary closing conditions.

Legence is not selling shares in the offering and will receive no proceeds from the sale. A Form S-1 registration statement has been filed and declared effective by the SEC; Goldman Sachs and Jefferies are joint lead book‑running managers.

Positive

• Offering priced at $45.00 per share
• Upsized offering of 8,402,178 shares
• Underwriters have a 30‑day option for 1,260,326 additional shares

Negative

• Company receives no proceeds from the offering
• Shares being sold by stockholders affiliated with Blackstone

Key Figures

Secondary shares offered 8,402,178 shares Class A common stock sold by Blackstone-affiliated stockholders

Underwriters’ option shares 1,260,326 shares 30-day option for additional Class A shares

Offering price $45.00 per share Public price for secondary Class A common stock

Option period 30 days Underwriters’ option to purchase additional shares

Expected closing date December 16, 2025 Scheduled closing of secondary offering, subject to conditions

Market Reality Check

$45.80 Last Close

Volume Volume 748,347 is slightly below 20-day average of 824,332 (relative volume 0.91x). normal

Technical Price 45.8 is trading above 200-day MA of 37.15, indicating a pre-news uptrend.

Peers on Argus 4 Up

Several peers (e.g., FGL, OFAL, ZDAI) appeared on momentum scans with moves up to ~6–7%, but scanner flags suggest a broader mix of stock-specific moves rather than a unified sector trend tied to this offering.

Common Catalyst No clear shared catalyst; one peer (OFAL) reported shareholder approvals on capital structure, unrelated to LGN’s secondary sale by existing holders.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Secondary offering	Neutral	+2.1%	Selling stockholders launched secondary offering with no proceeds to Legence.
Dec 02	Acquisition	Positive	-1.4%	Acquisition of IMD to expand capabilities and customer relationships.
Nov 14	Earnings results	Positive	+20.9%	Record Q3 revenue, EBITDA growth, backlog expansion and guidance given.
Nov 14	Acquisition	Positive	+20.9%	Agreement to acquire Bowers with substantial revenue and EBITDA contribution.
Oct 31	Earnings scheduling	Neutral	+0.1%	Announcement of Q3 2025 earnings release date and webcast details.

Pattern Detected

Recent news often prompted strong moves: positive earnings and the Bowers deal saw large gains, while acquisition headlines sometimes faced short-term pushback. The prior secondary offering by selling stockholders coincided with a modest gain.

Recent Company History

Over the last few months, Legence reported strong Q3 2025 results, with record revenue and guidance updates on Nov 14, which coincided with a 20.86% move. That same day it announced the Bowers acquisition, further expanding scale. Earlier, it set its Q3 earnings date and later disclosed margin loans secured by majority-owner shares in SEC filings. On Dec 2, it acquired Innovative Mechanical & Design, and on Dec 9 selling Blackstone affiliates launched a secondary offering, also without primary proceeds to Legence.

Market Pulse Summary

This announcement prices an upsized secondary offering of 8,402,178 Legence Class A shares at $45.00, plus a 30-day option for 1,260,326 additional shares, all sold by Blackstone-affiliated stockholders. Legence will not receive proceeds, so the event primarily affects ownership composition rather than corporate liquidity. In recent months, investors have also absorbed strong Q3 results, sizeable acquisitions, and margin-loan-related filings, providing a broader backdrop for interpreting this sponsor sell-down.

Key Terms

secondary underwritten public offering financial

"announced the pricing of an upsized secondary underwritten public offering"

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.

class a common stock financial

"offering of 8,402,178 shares of its Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

registration statement on form s-1 regulatory

"A Registration Statement on Form S-1 relating to these securities"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus financial

"The offering is being made only by means of a prospectus meeting the requirements"

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.

securities and exchange commission regulatory

"has been filed with, and declared effective by, the Securities and Exchange Commission"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

SAN JOSE, Calif., Dec. 11, 2025 (GLOBE NEWSWIRE) -- Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today announced the pricing of an 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”) at a price to the public of $45.00 per share. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,260,326 shares of Common Stock on the same terms and conditions. The offering is expected to close on or about December 16, 2025, subject to customary closing conditions.

Legence is not selling any shares of Common Stock in the offering and will not receive any proceeds from the sale of shares by the Selling Stockholders.

Goldman Sachs & Co. LLC and Jefferies are acting 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 are acting 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 are acting 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 is being 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.

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, including, without limitation, those relating the completion of the offering on the anticipated terms or at all, 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 the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Registration Statement. 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 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 December 12, 2025 regarding a public offering?

Legence priced an upsized secondary offering of 8,402,178 Class A shares at $45.00 per share, expected to close on or about December 16, 2025.

Will Legence (LGN) receive proceeds from the December 2025 offering?

No. The press release states Legence is not selling any shares in the offering and will receive no proceeds.

Who is selling shares in the Legence (LGN) December 2025 offering and how many?

Selling stockholders affiliated with Blackstone are offering 8,402,178 shares, with an underwriter option for 1,260,326 additional shares.

When is the Legence (LGN) offering expected to close and who are the lead managers?

The offering is expected to close on or about December 16, 2025; Goldman Sachs & Co. LLC and Jefferies are joint lead book‑running managers.

Was a registration statement filed for the Legence (LGN) offering?

Yes. A Registration Statement on Form S‑1 relating to these securities has been filed with and declared effective by the SEC.