Blackstone affiliates pledge 72% of Legence Corp. equity for $650M

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Majority stake pledged as collateral: Affiliates of Legence’s majority owner borrowed $650 million using pledged shares and units representing about 72% of issued and outstanding Class A common stock, and lenders may foreclose on this large block upon default.

Insights

Equity and capital structure analyst

Most of Legence’s equity is pledged for a $650 million margin loan, creating foreclosure and control-change risk.

Affiliates of Blackstone that own a majority stake in Legence Corp. have used their holdings as collateral for margin loans totaling $650 million. The borrowing vehicles pledged 29,022,940 Class A shares, 46,680,762 Class B shares, and 46,680,762 Common Units under pledge and security agreements with Goldman Sachs Bank USA and other lenders. The filing states that these pledged interests represent approximately 72% of issued and outstanding Class A common stock as of the closing date, assuming a one-for-one exchange of Common Units and corresponding Class B shares into Class A shares.

The loan agreements contain customary default provisions, and in the event of default the secured parties may foreclose on any or all of the pledged shares and units. That introduces the possibility of a significant change in the company’s ownership profile if a foreclosure occurred, as a large block of stock could transfer to lenders or buyers designated by them. Although the company is not a borrower and has no obligations under the loan documents, it has delivered letters to the lenders agreeing, subject to applicable law and stock exchange rules, not to take actions intended to materially hinder or delay the exercise of remedies under the pledge agreements.

This structure means that future developments around the borrowers’ ability to meet obligations under the margin loans could affect who ultimately controls the pledged equity and voting power. Any foreclosure or large share transfer triggered under the described default provisions would be governed by the terms of the loan and pledge agreements as summarized, and further details could appear in subsequent public disclosures if such events occur.

8-K Event Classification

2 items: 5.01, 8.01

2 items

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): November 21, 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 5.01. Change in Control of Registrant.

(b) Information required by Item 403(c) of Regulation S-K regarding arrangements known to the registrant which may at a subsequent date result in a change in control.

The information set forth under Item 8.01 below is incorporated by reference into this Item 5.01.

Item 8.01. Other Events.

On November 21, 2025, Legence Parent LLC and Legence Parent II LLC, affiliates of the investment funds associated with or designated by Blackstone Inc. that are the current majority owners of Legence Corp. (the “Company”), informed the Company as follows:

“A wholly-owned subsidiary of Legence Parent LLC (such subsidiary, the “Facility 1 Borrower”) has entered into (i) a Margin Loan Agreement dated as of November 21, 2025 (the “Facility 1 Loan Agreement”) with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Lenders”), and (ii) Pledge and Security Agreements dated as of November 21, 2025 (the “Closing Date”), pursuant to which the Facility 1 Borrower pledged on the Closing Date all of the Class A common stock of the Company (the “Class A Common Stock”), the Class B common stock of the Company (the “Class B Common Stock”) and the Class B Units of Legence Holdings LLC (the “Common Units”) owned by it as collateral to secure repayment of amounts outstanding under the Loan Agreement, and may be required to post additional collateral in certain circumstances (the “Facility 1 Pledge Agreements”).

In addition, a wholly-owned subsidiary of Legence Parent II LLC (such subsidiary, the “Facility 2 Borrower” and, collectively with the Facility 1 Borrower, the “Borrowers”) has entered into (i) a Margin Loan Agreement dated as of the Closing Date (the “Facility 2 Loan Agreement” and, collectively with the Facility 1 Loan Agreement, the “Loan Agreements”) with Goldman Sachs Bank USA, as administrative agent, and the Lenders, and (ii) Pledge and Security Agreements dated as of the Closing Date, pursuant to which the Facility 2 Borrower pledged on the Closing Date all of the Class A Common Stock owned by it as collateral to secure repayment of amounts outstanding under the Facility 2 Loan Agreement, and may be required to post additional collateral in certain circumstances (the “Facility 2 Pledge Agreements” and, collectively with the Facility 1 Pledge Agreements, the “Pledge Agreements”; and the Pledge Agreements, collectively with the Loan Agreements, the “Loan Documents”). Each of the Borrowers is affiliated with Blackstone Inc.

As of the Closing Date, the Borrowers have borrowed an aggregate of $650 million under the Loan Agreements. Pursuant to the Pledge Agreements, to secure borrowings under the Loan Agreements, the Borrowers have collectively pledged 29,022,940 shares of Class A Common Stock (collectively, the “Class A Pledged Shares”), 46,680,762 shares of Class B Common Stock (collectively, the “Class B Pledged Shares” and, collectively with the Class A Pledged Shares, the “Pledged Shares”), and 46,680,762 Common Units (collectively, the “Pledged Units”). As of the Closing Date, the Pledged Shares and Pledged Units collectively represented approximately 72% of the issued and outstanding Class A Common Stock, assuming the exchange of all outstanding Common Units (other than those held directly or indirectly by the Company), together with a corresponding number of shares of Class B Common Stock, for shares of Class A Common Stock on a one for one basis.

The Loan Agreements contain customary default provisions. In the event of a default under the Loan Agreements by the Borrowers, the Secured Parties may foreclose upon any and all Pledged Shares and Pledged Units.”

The Company did not independently verify or participate in the preparation of the foregoing disclosure. In addition, the Company is not a party to the Loan Documents and has no obligations thereunder, but has delivered letter agreements to each of the Lenders in which it has, among other things, agreed, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies by the Lenders under the Pledge Agreements.

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: November 21, 2025				By:		/s/ Stephen Butz
				Name:		Stephen Butz
				Title:		Chief Financial Officer

FAQ

What did Legence Corp. (LGN) disclose in this 8-K about its majority owners?

Legence Corp. disclosed that wholly owned subsidiaries of Legence Parent LLC and Legence Parent II LLC, affiliates of Blackstone, entered into margin loan agreements secured by their equity interests in Legence and related entities.

How much was borrowed under the margin loan agreements related to Legence Corp. (LGN)?

The borrowers, which are subsidiaries of Legence Parent LLC and Legence Parent II LLC, borrowed an aggregate of $650 million under the margin loan agreements with Goldman Sachs Bank USA and other lenders.

How many Legence Corp. shares were pledged as collateral for the margin loans?

The borrowers 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 as collateral under the pledge and security agreements.

What percentage of Legence Corp.’s equity is covered by the pledged shares and units?

The pledged shares and units collectively represented approximately 72% of the issued and outstanding Class A common stock as of the closing date, assuming all outstanding Common Units (other than those held directly or indirectly by the company) and corresponding Class B shares are exchanged into Class A shares on a one-for-one basis.

Is Legence Corp. (LGN) a party to the margin loan and pledge agreements?

Legence Corp. is not a party to the loan or pledge documents and has no obligations under them, but it delivered letters to the lenders agreeing, subject to applicable law and stock exchange rules, not to take actions intended to materially hinder or delay the lenders’ exercise of remedies.

What happens to the pledged Legence Corp. shares if the borrowers default on the loans?

If the borrowers default under the loan agreements, the secured parties may foreclose upon any or all of the pledged Class A shares, Class B shares, and Common Units in accordance with the default provisions.