Legence Corp. SEC Filings

Legence Corp. Schedule 13G shows that FMR LLC and Abigail P. Johnson report beneficial ownership of 6,545,917 shares of Legence Corp. Class A common stock, equal to 11.2% of the class. FMR LLC reports sole voting power and sole dispositive power over 6,545,917 shares; Ms. Johnson reports sole dispositive power for the same amount but no sole voting power. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing control. The report references an Exhibit 99 agreement and powers of attorney incorporated by reference.

Legence Corp. insider reported an award of 8,036 Restricted Stock Units (RSUs) on 09/15/2025 to Bryce Seki, General Counsel & Secretary. Each RSU converts to one share of Class A common stock at vesting and carries no purchase price. The RSUs vest in three substantially equal installments on each of the first, second and third anniversaries of the award date, subject generally to continued employment through each vesting date. Following the grant, the reporting person beneficially owns 8,036 shares of Class A common stock.

Gregory Barnes, Chief Human Resources Officer of Legence Corp. (LGN), was granted 8,036 Restricted Stock Units on 09/15/2025. Each unit converts to one share of Class A common stock at vesting and carries a $0 reported price because it is an equity award rather than an open-market purchase. The RSUs vest in three substantially equal annual installments on each of the first, second and third anniversaries of the award date, generally subject to continued employment through each vesting date. Following the grant, Mr. Barnes is shown as beneficially owning 8,036 shares on a direct basis. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Barnes on 09/15/2025.

Legence Corp. director Kelly Christie B. received an award of 5,357 Restricted Stock Units (RSUs) on 09/15/2025. Each RSU converts to one share of the issuer's Class A common stock upon vesting, with the RSUs reported as acquired at a $0 price and leaving the reporting person with 5,357 shares beneficially owned after the transaction. The RSUs will fully vest on the earlier of the first anniversary of the award and the day before the issuer's 2026 annual stockholder meeting, and vesting is subject to continued service through that date.

Legence Corp. insider filing shows CFO Stephen M. Butz was granted 17,857 Restricted Stock Units on 09/15/2025. Each RSU converts to one share of Class A common stock at vesting and the award vests in three substantially equal installments on the first, second and third anniversaries of the grant date, generally conditioned on continued employment. The Form 4 reports the award as a direct beneficial ownership change, with the reported per-share price listed as $0. The filing was executed by an attorney-in-fact on behalf of the reporting person.

Legence Corp. is offering Class A common stock at $28.00 per share with 26,000,000 shares in the base offering and a 30-day underwriter option to purchase up to 3,900,000 additional shares. Net proceeds are expected to be contributed to Legence Holdings to repay borrowings under the Term Loan Credit Facility and for general corporate purposes. Immediately after the reorganization and offering, Legence will hold an approximate 54% economic interest in Legence Holdings (56% if the underwriters exercise their option in full), with noncontrolling interests holding the remainder.

The company reported strong installation and maintenance growth: its Installation & Maintenance segment generated 71.3% of revenues and 52.4% of gross profit in 2024. From 2021 to 2024, that segment grew at a CAGR of ~30% (approximately 16% after pro forma acquisitions). Consolidated revenue trends shown include $2,098,602 (in thousands) for 2024 and unaudited pro forma adjustments linking the reorganization and offering to historical financials. The prospectus discloses a Tax Receivable Agreement estimate resulting in a non-current liability example of approximately $315.3 million under certain assumptions.

Legence Corp. describes its business as engineering, installation and maintenance services with an emphasis on energy efficiency and data center clients. Revenues grew from $1,246,501 in 2022 to $2,098,602 in 2024, reflecting significant expansion. The Installation & Maintenance segment grew at a compound annual rate of approximately 30% from 2021 to 2024 and, after giving pro forma effect to acquisitions, approximately 16%, and generated 71.3% of revenues and 52.4% of gross profit in 2024. The filing discloses an IPO structure using a UP-C, with Legence owning approximately 54% economic interest in Legence Holdings after the offering (56% if underwriters exercise their option). The company estimates a non-current liability under a Tax Receivable Agreement of approximately $276.7 million based on specific assumptions. Unaudited historical revenue and segment tables and pro forma adjustments are included. The filing identifies operational, cybersecurity, warranty, contract-estimate and force majeure risks and discloses a one-time eliminated Black Bear transaction profit of approximately $7.4 million.