Legence Announces Secondary Underwritten Public Offering of Class A Common Stock

Legence (Nasdaq: LGN) announced that selling stockholders affiliated with Blackstone intend to offer 11,000,000 shares of Class A common stock in a secondary underwritten public offering on April 6, 2026.

Rhea-AI Summary

Legence (Nasdaq: LGN) announced that selling stockholders affiliated with Blackstone intend to offer 11,000,000 shares of Class A common stock in a secondary underwritten public offering on April 6, 2026. The underwriters have a 30-day option to purchase up to 1,650,000 additional shares.

Legence will not receive proceeds from the sale and will bear offering costs other than underwriting discounts and commissions. The proposed offering is being made from a Form S-1 registration filed April 6, 2026 and is not yet effective.

Positive

• Underwritten offering led by Goldman Sachs, Jefferies, and BofA
• Secondary shares include a 30-day overallotment option of 1,650,000 shares

Negative

• Selling stockholders intend to offer 11,000,000 Class A shares
• Legence will not receive any proceeds from the share sale

Argus Apr 6 session

-6.12% close to close Open Argus

Details

News Market Reaction – LGN

In the Apr 6 session, LGN declined 6.12%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.1% in the session following this news. A negative reaction to this news would be ...

Analysis

The stock moved -6.1% in the session following this news. A negative reaction to this news would be consistent with Legence’s past responses to secondary offerings, which saw moves of -6.56% and -8.86% when Blackstone-affiliated holders sold stock. The current announcement again brings a sizable block of 11,000,000 shares plus a 1,650,000-share option to market, with no proceeds to the company. Investors have also balanced strong backlog and revenue growth against continuing net losses and acquisition-related leverage, which can amplify downside moves.

Key Figures

Secondary shares offered: 11,000,000 shares Underwriter option: 1,650,000 shares Par value: $0.01 +5 more

Secondary shares offered

11,000,000 shares

Resale by Blackstone-affiliated selling stockholders in S-1 secondary

Underwriter option

1,650,000 shares

30-day option for additional Class A shares

Par value

$0.01

Par value of Legence Class A common stock

Option period

30 days

Underwriters’ option window to buy additional shares

2025 revenue

$2,550.5 million

Revenue in 2025 per S-1 filing

2025 net loss

$77.3 million

Net loss in 2025 per S-1 filing

2025 Adjusted EBITDA

$298.8 million

Adjusted EBITDA in 2025 per S-1 filing

Backlog and awards

$3.7 billion

Backlog and awarded contracts at year-end 2025

Previous Offering Reports

2 past events · Latest: Dec 11

Same Type 2 events

1. Dec 11

   Secondary offering pricing

   24h Move

   -8.9%

   Pricing of upsized secondary stock sale by Blackstone-affiliated holders at $45.

2. Dec 09

   Secondary offering launch

   24h Move

   -6.6%

   Announcement of 7,000,000-share secondary sale with 30-day underwriter option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

secondary underwritten public offering, par value, underwriters, prospectus, +1 more

5 terms

secondary underwritten public offering financial

"selling stockholders affiliated with Blackstone Inc. intend to offer and sell 11,000,000 shares of Legence’s Class A common stock... in a 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.

par value financial

"Class A common stock, par value $0.01 (“Common Stock”) in a secondary underwritten public offering."

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

underwriters financial

"the Selling Stockholders are expected to grant the underwriters a 30-day option to purchase up to an additional 1,650,000 shares"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

prospectus regulatory

"The proposed offering will be made only by means of a prospectus."

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.

Registration Statement on Form S-1 regulatory

"The shares of Common Stock are being offered pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SAN JOSE, Calif., April 06, 2026 (GLOBE NEWSWIRE) -- Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today announced that selling stockholders affiliated with Blackstone Inc. (the “Selling Stockholders”) intend to offer and sell 11,000,000 shares of Legence’s Class A common stock, par value $0.01 (“Common Stock”) in a secondary underwritten public offering. In connection with the offering, the Selling Stockholders are expected to grant the underwriters a 30-day option to purchase up to an additional 1,650,000 shares of Common Stock on the same terms and 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. Legence will bear the costs associated with the sale of such shares, other than the underwriting discounts and commissions.

Goldman Sachs & Co. LLC, Jefferies and BofA Securities are acting as joint lead book-running managers and Blackstone Capital Markets is acting as a co-manager for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary 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; 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.

The shares of Common Stock are being offered pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2026 (the “Registration Statement”), which has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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 to the size, timing or other terms of the offering, 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Legence (LGN) shares are being offered in the April 6, 2026 secondary?

The selling stockholders intend to offer 11,000,000 shares of Class A common stock. According to the company, underwriters may exercise a 30-day option to buy up to an additional 1,650,000 shares on the same terms.

Will Legence (LGN) receive proceeds from the secondary offering?

No, Legence will not receive proceeds from the sale of these shares. According to the company, the shares are being sold by Blackstone-affiliated selling stockholders and proceeds will go to those sellers.

Who are the underwriters managing the Legence (LGN) secondary offering?

Goldman Sachs, Jefferies, and BofA Securities are joint lead book-running managers. According to the company, Blackstone Capital Markets is acting as a co-manager for the proposed offering.

Is the Legence (LGN) offering effective and can shares be sold immediately?

No, the offering is not yet effective; the registration was filed April 6, 2026. According to the company, securities may not be sold or offers accepted until the Form S-1 registration becomes effective.

Where can investors obtain the Legence (LGN) preliminary prospectus for the offering?

Investors can request a preliminary prospectus from Goldman Sachs, Jefferies, or BofA Securities. According to the company, contact details and email addresses for each underwriter are provided for prospectus requests.

How could the 11,000,000-share secondary affect existing Legence (LGN) shareholders?

The announcement increases potential share supply but Legence will not issue new shares in this offering. According to the company, selling stockholders are offering existing shares and the company receives no sale proceeds.