Legence Corp. SEC Filings

Affiliates of Blackstone Inc., as directors and 10% owners of Legence Corp., reported several insider transactions dated 12/16/2025. Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of Legence Class B common shares, for 5,200,808 shares of Legence Class A common stock.

In connection with a secondary offering of Legence Class A common stock, Legence Parent ML LLC and Legence Parent II ML LLC sold 5,200,808 and 3,201,370 Class A shares, respectively, to underwriters at $45.00 per share, less underwriting discounts and commissions of $1.575 per share. After these transactions, Parent ML indirectly held 5,379,379 Legence Class A shares and 41,479,954 Class B Units and corresponding Class B common stock, while Parent II ML indirectly held 25,642,999 Legence Class A shares.

Legence Corp is registering 8,402,178 shares of Class A common stock for resale by selling stockholders in a firm-commitment underwritten offering at $45.00 per share, with gross proceeds of $378,098,010 payable to the selling stockholders; Legence will not receive any proceeds from this sale.

The underwriters have a 30-day option to buy up to 1,260,326 additional shares on the same terms. Legence provides engineering, installation and maintenance services for complex building systems, focusing on high-growth sectors such as technology, life sciences, healthcare and education. For 2024, it generated $2,098.6 million of revenue, a $27.6 million net loss and Adjusted EBITDA of $229.6 million, a 10.9% margin.

As of September 30, 2025, Legence had about $3.1 billion of backlog and awarded contracts. It agreed to acquire Bowers for approximately $475 million, including about $325 million in cash, 2.55 million shares of Class A common stock and $50 million of deferred consideration, subject to customary closing conditions; Bowers generated about $767 million of revenue and $69 million of net income for the twelve months ended September 30, 2025. Legence completed an IPO in September 2025, raising approximately $780.2 million and largely repaying term debt, then refinanced a $797.8 million term loan and expanded its revolving credit facility to $200.0 million with extended maturities.

Legence Corp. disclosed that one of its directors beneficially owns 3,779 shares of Class A common stock through a restricted stock unit award. Each unit entitles the holder to receive one share upon vesting, and the award will fully vest on the earlier of the first anniversary of the award date and the day immediately preceding Legence Corp.’s 2026 annual stockholder meeting, subject to continued service.

Legence Corp. reported the initial stock holdings of its Chief Operating Officer following the company’s initial public offering. The officer directly owns 1,785 shares of Class A common stock, including shares purchased through a directed share program tied to the IPO. The officer has also been granted 15,179 Restricted Stock Units, each convertible into one share of Class A common stock that vest in three equal annual installments, generally conditioned on continued employment. In addition, the officer holds employee stock options covering 45,536 shares of Class A common stock at an exercise price of $28 per share, which vest in three equal annual installments starting on September 11, 2025, and expire on the tenth anniversary of that award date.

Legence Corp. expanded its Board of Directors from five to six members and appointed David J. Coghlan as a Class I director effective December 3, 2025.

Coghlan, an experienced industrial and board executive, will serve on the Audit Committee and chair the Compensation Committee, with his initial term running until the 2026 annual shareholder meeting or earlier if his service ends. As a non-management director, he will receive an annual cash retainer of $85,000, restricted stock units in Class A common stock valued at about $150,000 on the grant date, and an additional $15,000 per year for chairing the Compensation Committee. The Board determined he is independent under Nasdaq and SEC rules, and the company entered into its standard indemnification agreement with him.

Legence Corp. reports that affiliates of its majority owner, Blackstone-related entities, have entered into margin loan agreements secured by most of their equity in the company. Two wholly owned subsidiaries of Legence Parent LLC and Legence Parent II LLC borrowed an aggregate of $650 million under margin loan agreements with Goldman Sachs Bank USA and other lenders. To secure these loans, they pledged 29,022,940 shares of Class A common stock, 46,680,762 shares of Class B common stock, and 46,680,762 Common Units, which together represented about 72% of the issued and outstanding Class A common stock as of the closing date, assuming exchange of the Common Units. If the borrowers default, the secured parties may foreclose on any or all pledged shares and units. Legence Corp. is not a party to the loan documents and has no obligations under them, but it has agreed in letters to the lenders not to take actions intended to materially hinder or delay their remedies, subject to law and stock exchange rules.

Legence Corp. (LGN) filed its Q3 2025 10‑Q, reporting higher revenue and a leaner balance sheet following its IPO. Revenue reached $708,006 thousand, up from $560,804 thousand a year ago, with nine‑month revenue of $1,812,849 thousand versus $1,550,387 thousand. Income from operations was $37,197 thousand, but higher interest and a debt extinguishment charge led to a net loss attributable to Legence of $576 thousand for the quarter and $27,059 thousand year‑to‑date.

Operating cash flow improved to $162,124 thousand for the nine months. Cash and cash equivalents were $176,034 thousand as of September 30, 2025. Long‑term debt fell to $812,628 thousand (plus $16,301 thousand current) after the September IPO. The company sold 29,487,627 Class A shares at $28.00, generating $780.2 million in net proceeds used to repay debt and costs.

Installation & Maintenance led segment results with $495,834 thousand in Q3 revenue, while Engineering & Consulting delivered $212,172 thousand. Remaining performance obligations were approximately $2,317,800 thousand as of September 30, 2025. Subsequent events include two small acquisitions on October 1, 2025 and a signed agreement to acquire The Bowers Group, Inc. for an estimated $475,000 thousand, subject to customary closing conditions.

Legence Corp. furnished a press release announcing its financial and operating results for the third quarter ended September 30, 2025.

The release is included as Exhibit 99.1 and is furnished, not filed, under the Exchange Act. The company’s Class A common stock trades on Nasdaq under the symbol LGN.

Legence Corp. announced an agreement to acquire Bowers via a structured transaction. At closing, the purchaser will pay approximately $325 million in cash and issue approximately $100 million of Class A common stock, with share count set by a 10‑day VWAP “Reference Price.” The stock will carry restrictive legends and a transfer lock‑up through March 10, 2026.

The agreement also includes $50 million of deferred consideration payable on December 31, 2026 in cash, stock, or a combination, using the same Reference Price for any shares. Closing requires customary conditions, including expiration or termination of HSR waiting periods, and is not conditioned on financing. A debt commitment letter from Jefferies provides a $150 million incremental term loan facility; funding is expected from cash on hand, revolver borrowings, and this facility. The agreement may be terminated if closing has not occurred by March 13, 2026. Stock issuances will rely on Section 4(a)(2) of the Securities Act.