[8-K] Legence Corp. Reports Material Event

Rhea-AI Filing Summary

Legence Corp. announced an amendment to its credit agreement. The company refinanced its $798.0 million term loan facility, extending the maturity by three years to December 16, 2031 and lowering the applicable interest rate by 25 basis points to SOFR + 2.25%. Legence also replaced its $90.0 million revolving credit facility with a larger $200.0 million revolver that now matures on September 22, 2030, with an applicable interest rate of SOFR + 2.25% in line with the term loan.

These changes extend debt maturities and modestly reduce borrowing costs while expanding available revolving capacity. The amendment was executed by Legence Holdings LLC, an indirect subsidiary, with Jefferies Finance LLC as administrative and collateral agent.

Insights

Credit markets analyst

Refinancing extends maturities, trims rate, and ups revolver size.

Legence refinanced its capital structure by replacing a $798.0 million term loan with a new facility at the same size, cutting the applicable rate by 25 bps to SOFR + 2.25% and extending maturity to December 16, 2031. The revolving credit facility was upsized from $90.0 million to $200.0 million and now matures on September 22, 2030, also priced at SOFR + 2.25%.

This typically reduces interest expense on the term loan and pushes out near-term debt walls. The revolver increase adds flexibility for working capital or general liquidity, subject to customary borrowing conditions.

Actual impact will depend on utilization of the $200.0 million revolver and future SOFR levels. Subsequent filings may provide details on covenants or fees associated with Amendment No. 11.

false 0002052568 0002052568 2025-10-30 2025-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

Legence Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-42838		33-2905250
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1601 Las Plumas Avenue San Jose, CA		95133
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 534-3623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		LGN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 11 to the Credit Agreement

On October 30, 2025, Legence Holdings LLC (“Legence Holdings” or the “Borrower”), an indirect subsidiary of Legence Corp. (the “Company”), and certain other subsidiaries of the Company entered into Amendment No. 11 (the “Amendment”) to that certain Credit Agreement, dated as of December 16, 2020, by and among Legence Holdings, as borrower, Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and an L/C issuer, the guarantors party thereto from time to time and the lenders party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The Amendment, among other things, refinances and replaces Borrower’s existing (i) $798.0 million term loan facility with a $798.0 million term loan facility (the “Term Loan Credit Facility”) that extends the maturity date by three years to December 16, 2031 and reduces its applicable interest rate by 25 basis points to the Secured Overnight Financing Rate (“SOFR”) plus 2.25% and (ii) $90.0 million revolving credit facility with a $200.0 million revolving credit facility (the “Revolving Credit Facility”) that extends its maturity date by approximately four years to September 22, 2030 and sets its applicable interest rate at SOFR plus 2.25%, in alignment with the Term Loan Credit Facility.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Amendment No. 11 to the Credit Agreement, dated as of October 30, 2025, by and among Legence Holdings LLC, the guarantors party thereto, the lenders party thereto and Jefferies Finance LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				LEGENCE CORP.
Dated: October 30, 2025				By:		/s/ Stephen Butz
				Name:		Stephen Butz
				Title:		Chief Financial Officer

FAQ

What did Legence (LGN) change in its credit facilities?

Legence refinanced its credit agreement, keeping a $798.0 million term loan with maturity extended to December 16, 2031 and upsizing the revolver to $200.0 million maturing September 22, 2030.

How did interest rates change under the amended facilities for LGN?

The applicable interest rate on both facilities is SOFR + 2.25%, reflecting a 25 bps reduction on the term loan.

What is the new size of Legence’s revolving credit facility?

The revolving credit facility increased from $90.0 million to $200.0 million.

When do Legence’s amended facilities mature?

The term loan matures on December 16, 2031, and the revolving credit facility matures on September 22, 2030.

Who are the key counterparties in Legence’s amended credit deal?

The borrower is Legence Holdings LLC, with Jefferies Finance LLC as administrative agent, collateral agent, swing line lender, and an L/C issuer.