Blackstone Inc. (NYSE: BX) affiliates sell Legence Class A shares at $45

Rhea-AI Filing Summary

Blackstone-affiliated entities reported a series of equity transactions involving Legence Corp. on January 8, 2026. Legence Parent ML LLC exchanged 780,121 Class B Units of Legence Holdings LLC, together with an equal number of Legence Class B Common shares forfeited for no additional consideration, for 780,121 shares of Legence Class A Common Stock on a one-for-one basis. In connection with underwriters exercising their over-allotment option in a secondary offering, Parent ML sold 780,121 Class A shares and Legence Parent II ML LLC sold 480,205 Class A shares to the underwriters at $45.00 per share, less $1.575 per share in underwriting discounts and commissions. Following these transactions, Parent ML indirectly held 958,692 Class A shares and 40,699,833 Class B Units and corresponding Class B Common shares, while Parent II ML indirectly held 25,162,794 Class A shares. Higher-level Blackstone entities and Stephen A. Schwarzman report these holdings indirectly and disclaim beneficial ownership except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blackstone EMA III L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Legence Corp. [ LGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/08/2026		C(1)		780,121	A	(1)	958,692	I	Parent ML(5)(7)(8)
Class B Common Stock	01/08/2026		C(1)		780,121	D	(1)	40,699,833(4)	I	Parent ML(5)(7)(8)
Class A Common Stock	01/08/2026		S(2)		780,121	D	$45	178,571	I	Parent ML(5)(7)(8)
Class A Common Stock	01/08/2026		S(2)		480,205	D	$45	25,162,794	I	Parent II ML(6)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units of Legence Holdings LLC	(3)	01/08/2026		C(1)			780,121(1)	(3)	(3)	Class A Common Stock	780,121	(1)	40,699,833(4)	I	See Footnotes(5)(7)(8)

1. Name and Address of Reporting Person^*

Blackstone EMA III L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BMA VIII L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Inc.

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents the exchange by Legence Parent ML LLC ("Parent ML") of 780,121 Class B Units of Legence Holdings LLC ("Holdings") (together with an equal number of shares of the Issuer's Class B Common Stock, which were forfeited for no additional consideration) for a corresponding number of shares of the Issuer's Class A Common Stock (the "Exchange").

2. In connection with the underwriters' exercise of their over-allotment option relating to the secondary offering of shares of Class A Common Stock of the Issuer, Parent ML and Legence Parent II ML LLC ("Parent II ML") sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $45.00 per share of Class A Common Stock, less underwriting discounts and commissions of $1.575 per share.

3. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Holdings and that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings , Parent ML may exchange Class B Units held by it (along with forfeiting a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis. The Class B Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.

4. Represents Class B Units and a corresponding number shares of Class B Common Stock directly held by Parent ML immediately following the Exchange.

5. Parent ML is controlled by Legence Parent LLC ("Parent"), its sole member. Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency.

6. Parent II ML is controlled by Legence Parent II LLC ("Parent II LLC"), its sole member. Parent II LLC is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II.

7. Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

8. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

	BLACKSTONE EMA III L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	01/08/2026
	BMA VIII L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	01/08/2026
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Who are the reporting persons in this Blackstone (BX) Form 4 for Legence Corp.?

The reporting persons are several Blackstone-affiliated entities and Stephen A. Schwarzman, including Blackstone EMA III L.L.C., BMA VIII L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., and Stephen A. Schwarzman, each listed as a 10% owner for Section 16 purposes.

What exchange transaction did Blackstone-related entities report in Legence stock?

Legence Parent ML LLC exchanged 780,121 Class B Units of Legence Holdings LLC, together with an equal number of Legence Class B Common shares that were forfeited for no additional consideration, for 780,121 shares of Legence Class A Common Stock on a one-for-one basis.

What Legence Class A Common Stock sales were reported and at what price?

In connection with underwriters exercising an over-allotment option in a secondary offering, Parent ML sold 780,121 shares of Legence Class A Common Stock and Parent II ML sold 480,205 shares, each at a price per share equal to the public offering price of $45.00, less underwriting discounts and commissions of $1.575 per share.

How many Legence securities did the Blackstone-related entities report holding after these transactions?

After the reported transactions, Parent ML indirectly held 958,692 shares of Legence Class A Common Stock and 40,699,833 Class B Units of Legence Holdings LLC with a corresponding number of Legence Class B Common shares. Parent II ML indirectly held 25,162,794 shares of Legence Class A Common Stock.

What are the key terms of the Legence Class B Units and Class B Common Stock mentioned?

Under the Amended and Restated Limited Liability Company Agreement of Legence Holdings LLC and a related Exchange Agreement dated September 11, 2025, Parent ML may exchange Class B Units it holds, along with forfeiting an equal number of Class B Common shares, for Class A Common Stock on a one-for-one basis. The Class B Units do not expire, and shares of Class B Common Stock do not represent economic interests in the issuer.

How are Blackstone’s control structure and beneficial ownership of these Legence securities described?

The filing explains a control chain in which Parent ML is controlled by Legence Parent LLC and ultimately by various Blackstone-managed entities, with Blackstone Inc. as sole member of Blackstone Holdings I/II GP L.L.C. and Blackstone Group Management L.L.C. as the sole holder of Blackstone’s Series II preferred stock. Each reporting person, other than to the extent it directly holds the securities, disclaims beneficial ownership of securities held by the other reporting persons except to the extent of its pecuniary interest.