STOCK TITAN

Legence Corp. (LGN) posts 2025 growth, record $3.7B backlog and raises 2026 guidance

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Legence Corp. reported strong growth for the fourth quarter and full year 2025, while remaining unprofitable. Q4 revenue reached $737.6 million, up 34.6% from a year earlier, with non-GAAP Adjusted EBITDA rising 53.2% to $87.0 million. Full-year 2025 revenue was $2.6 billion, up 21.5%, and non-GAAP Adjusted EBITDA increased 30.1% to $298.8 million. Despite this, Legence recorded a Q4 net loss attributable to the company of $32.7 million and a full-year net loss of $59.8 million. Backlog and awarded contracts climbed to a record $3.7 billion, a 48.6% increase, with a Q4 book-to-bill of 1.9x. The Installation & Maintenance segment led growth, while Engineering & Consulting grew more modestly with slightly lower margins.

Legence completed acquisitions of Metrix Engineers and, earlier in 2026, The Bowers Group, using cash and additional debt and equity. At December 31, 2025, the company held $230.2 million of cash and $825.1 million of total debt, corresponding to net leverage of 2.0x based on trailing 12‑month non-GAAP Adjusted EBITDA. Management issued first-quarter 2026 guidance for revenue of $925–$950 million and non-GAAP Adjusted EBITDA of $90–$100 million, and raised full-year 2026 guidance to revenue of $3.7–$3.9 billion and non-GAAP Adjusted EBITDA of $400–$430 million, reflecting expected contributions from recent acquisitions and strong demand in data centers, state and local government, and life sciences markets.

Positive

  • Strong revenue and EBITDA growth: Q4 2025 revenue rose 34.6% to $737.6 million, and non-GAAP Adjusted EBITDA increased 53.2% to $87.0 million; full-year revenue grew 21.5% to $2.6 billion with Adjusted EBITDA up 30.1% to $298.8 million.
  • Record backlog and healthy book-to-bill: Backlog and awarded contracts reached a record $3.7 billion, up 48.6% year over year, with a Q4 book-to-bill ratio of 1.9x and full-year ratio of 1.6x, supporting forward revenue visibility.
  • Improving non-GAAP profitability metrics: Consolidated non-GAAP Adjusted Gross Profit and Adjusted Gross Margin improved to $549.7 million and 21.6% in 2025, up from $432.1 million and 20.6%, reflecting better underlying project economics.
  • Raised 2026 guidance: Management set 2026 revenue guidance at $3.7–$3.9 billion and non-GAAP Adjusted EBITDA at $400–$430 million, higher than prior targets and incorporating expected contributions from acquisitions.
  • Balanced leverage profile: With cash and equivalents of $230.2 million and total debt of $825.1 million at December 31, 2025, net leverage stood at 2.0x trailing 12‑month non-GAAP Adjusted EBITDA, indicating moderate leverage given growth.

Negative

  • Continued net losses: Despite strong growth, Legence recorded a Q4 2025 net loss attributable to the company of $32.7 million and a full-year net loss of $59.8 million, both wider than in 2024.
  • Margin pressure in key segment: Engineering & Consulting gross margin declined, with non-GAAP Adjusted Gross Margin for 2025 at 34.0% versus 34.2% in 2024, and Q4 non-GAAP Adjusted Gross Margin at 30.9%, reflecting mix shifts and lower margins in certain end markets.
  • Significant non-operating and non-cash charges: Results include goodwill impairment of $24.97 million, long-lived asset impairment of $2.42 million, and elevated stock-based compensation of $68.0 million in 2025, all contributing to GAAP net losses.
  • Higher interest and financing costs: Total interest expense of $101.8 million, debt extinguishment losses of $6.7 million and credit agreement fees of $6.3 million in 2025 weigh on earnings and reflect a meaningful debt burden.
  • Acquisition execution and integration risk: The Metrix and Bowers transactions add scale and backlog, but also increase operational complexity and leverage; achieving the anticipated growth and margin benefits depends on successful integration.

Insights

Legence posts rapid growth and record backlog but remains loss-making while raising 2026 guidance.

Legence Corp. delivered robust top-line expansion in 2025, with revenue up 21.5% to $2.6 billion and non-GAAP Adjusted EBITDA up 30.1% to $298.8 million. Growth is broad-based, particularly in Installation & Maintenance and data center, life science and public-sector end markets.

However, the company still reported a full-year net loss attributable to Legence of $59.8 million, pressured by higher selling, general and administrative expenses, goodwill and asset impairments, interest costs and significant stock-based compensation. Net loss widened versus 2024 even as margins improved on a non-GAAP basis.

Backlog and awarded contracts reached a record $3.7 billion, up 48.6%, with book-to-bill of 1.6x for 2025, supporting future revenue visibility. Acquisitions of Metrix and Bowers increase scale but also add leverage, with year-end cash of $230.2 million and debt of $825.1 million. Management’s higher 2026 revenue and Adjusted EBITDA guidance signals confidence in sustained demand and integration of recent deals.

false 0002052568 0002052568 2026-03-27 2026-03-27
 
 

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): March 27, 2026

 

 

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 2.02 Results of Operations and Financial Condition.

On March 27, 2026, Legence Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter and year ended December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Press Release, dated March 27, 2026 (furnished solely for purposes of Item 2.02 of this Form 8-K).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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: March 27, 2026     By:  

/s/ Stephen Butz

    Name:   Stephen Butz
    Title:   Chief Financial Officer

Exhibit 99.1

Legence Reports Fourth Quarter and Year End 2025 Financial Results

Record Quarterly Revenues of $737.6 Million, a 34.6% Increase from a Year Ago

Quarterly Adjusted EBITDA (non-GAAP) Increased 53% from Prior Year1

Record Total Backlog and Awards of $3.7 Billion, 49% Increase from a Year Ago, with Robust Q4 Book-to-Bill of 1.9x

Tuck-In Acquisition of Seattle Area-Based Engineering Firm

Establish First Quarter 2026 Guidance for Revenue of $925 Million - $950 Million and Non-GAAP Adjusted EBITDA of $90 Million - $100 Million

Raise Full Year 2026 Guidance for Revenue to $3.7 Billion - $3.9 Billion and Non-GAAP Adjusted EBITDA of $400 Million - $430 Million

SAN JOSE, California – March 27, 2026 – Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today reported financial results for the fourth quarter and year ended December 31, 2025.

“Our fourth quarter 2025 performance punctuates a milestone year for Legence,” said Jeff Sprau, Chief Executive Officer of Legence. “We achieved record quarterly revenues which increased by 34.6% year over year, driven almost entirely by organic growth. Total backlog and awarded contracts surged by 49% to a record $3.7 billion, led by Data Centers & Technology, along with State & Local Government and Life Science & Healthcare end markets. This exceptional performance is made possible by the dedication of our outstanding team of skilled labor and engineering professionals, who continue to execute at the highest and safest level for our customers.

Our latest results speak to the demand momentum for mission-critical building systems, which we anticipate will continue throughout 2026 and beyond. The combination of robust industry tailwinds, our record backlog, and the strategic addition of The Bowers Group, Inc. (“Bowers”), along with several recent tuck-in acquisitions over the past year, positions Legence for an exciting new phase of growth.”

Fourth Quarter and Full Year 2025 Consolidated Results:

Revenues for the fourth quarter 2025 totaled $737.6 million, an increase of 34.6% from $548.2 million for the fourth quarter 2024. Gross profit for the fourth quarter 2025 was $147.5 million with gross margin of 20.0%, compared to gross profit of $112.9 million and gross margin of 20.6% for the fourth quarter 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $156.6 million and non-GAAP Adjusted Gross Margin of 21.2% for the fourth quarter 2025, compared to non-GAAP Adjusted Gross Profit of $112.3 million and non-GAAP Adjusted Gross Margin of

 
1 

Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are included in the section titled “Non-GAAP Financial Measures.”

 

1


20.5% for the fourth quarter 2024. Net loss attributable to Legence for the fourth quarter 2025 was $32.7 million, or $(0.55) per diluted share, compared to a net loss of $18.7 million for the fourth quarter 2024. Non-GAAP Adjusted EBITDA for the fourth quarter 2025 was $87.0 million, an increase of 53.2% from $56.8 million for the fourth quarter 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA and a reconciliation of each to the most directly comparable GAAP measure.

 

Legence Corp. Consolidated Results               
($ in thousands)    Three Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      %     $      %     $     %  

Revenues:

              

Engineering & Consulting

   $ 172,580        23.4   $ 156,872        28.6   $ 15,708       10.0

Installation & Maintenance

     565,062        76.6     391,343        71.4     173,719       44.4
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

Consolidated Revenues

   $ 737,642        100.0   $ 548,215        100.0   $ 189,427       34.6
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   
     Three Months Ended December 31,        
     2025     2024     Year over Year
Change
 
     $      % Margin     $      % Margin     $     %  

Gross Profit:

              

Engineering & Consulting

   $ 47,779        27.7   $ 51,518        32.8   $ (3,739     (7.3 )% 

Installation & Maintenance

     99,709        17.6     61,423        15.7     38,286       62.3
  

 

 

      

 

 

      

 

 

   

Consolidated Gross Profit

   $ 147,488        20.0   $ 112,941        20.6   $ 34,547       30.6
  

 

 

      

 

 

      

 

 

   

Non-GAAP Adjusted Gross Profit

   $ 156,560        21.2   $ 112,315        20.5   $ 44,245       39.4
  

 

 

      

 

 

      

 

 

   

Non-GAAP Adjusted EBITDA

   $ 86,981        11.8   $ 56,788        10.4   $ 30,193       53.2

Revenues for the full year 2025 totaled $2.6 billion, an increase of 21.5% from $2.1 billion for the full year 2024. Gross profit for the full year 2025 was $535.9 million with gross margin of 21.0%, compared to gross profit of $430.8 million and gross margin of 20.5% for the full year 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $549.7 million and non-GAAP Adjusted Gross Margin of 21.6% for the full year 2025, compared to non-GAAP Adjusted Gross Profit of $432.1 million and non-GAAP Adjusted Gross Margin of 20.6% for the full year 2024. Net loss attributable to Legence for the full year 2025 was $59.8 million, compared to a net loss of $28.6 million for the full year 2024. Non-GAAP Adjusted EBITDA for the full year 2025 was $298.8 million, an increase of 30.1% from $229.6 million for the full year 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA and a reconciliation of each to the most directly comparable GAAP measure.

 

2


Legence Corp. Consolidated Results                
($ in thousands)    Twelve Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      %     $      %     $      %  

Revenues:

               

Engineering & Consulting

   $ 726,293        28.5   $ 601,602        28.7   $ 124,691        20.7

Installation & Maintenance

     1,824,198        71.5     1,497,000        71.3     327,198        21.9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

Consolidated Revenues

   $ 2,550,491        100.0   $ 2,098,602        100.0   $ 451,889        21.5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    
     Twelve Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      % Margin     $      % Margin     $      %  

Gross Profit:

               

Engineering & Consulting

   $ 238,869        32.9   $ 205,085        34.1   $ 33,784        16.5

Installation & Maintenance

     297,056        16.3     225,682        15.1     71,374        31.6
  

 

 

      

 

 

      

 

 

    

Consolidated Gross Profit

   $ 535,925        21.0   $ 430,767        20.5   $ 105,158        24.4
  

 

 

      

 

 

      

 

 

    

Non-GAAP Adjusted Gross Profit

   $ 549,665        21.6   $ 432,083        20.6   $ 117,582        27.2
  

 

 

      

 

 

      

 

 

    

Non-GAAP Adjusted EBITDA

   $ 298,825        11.7   $ 229,625        10.9   $ 69,200        30.1

Engineering & Consulting Segment Results:

Engineering & Consulting segment revenue for the fourth quarter 2025 totaled $172.6 million, an increase of 10.0% from $156.9 million for the fourth quarter 2024, driven by higher demand for Program & Project Management services, primarily from education and other clients including hospitality & entertainment, partially offset by modestly lower revenue from our Engineering & Design service line, primarily from education and data centers & technology clients.

Engineering & Consulting segment gross profit for the fourth quarter 2025 totaled $47.8 million, a decrease of 7.3% from $51.5 million for the fourth quarter 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $53.4 million and non-GAAP Adjusted Gross Margin of 30.9% for the fourth quarter 2025, compared to non-GAAP Adjusted Gross Profit of $51.2 million and non-GAAP Adjusted Gross Margin of 32.6% for the fourth quarter 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was driven by revenue growth, partially offset by lower non-GAAP Adjusted Gross Margin. The decrease in non-GAAP Adjusted Gross Margin was primarily driven by a higher mix of revenue from the Program & Project Management service line and lower Program & Project Management margins.

 

3


Engineering & Consulting Segment Results               
($ in thousands)    Three Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      %     $      %     $     %  

Segment Revenues:

              

Engineering & Design

   $ 100,848        58.4   $ 101,583        64.8   $ (735     (0.7 )% 

Program & Project Management

     71,732        41.6     55,289        35.2     16,443       29.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

Engineering & Consulting Revenues

   $ 172,580        100.0   $ 156,872        100.0   $ 15,708       10.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   
     Three Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      % Margin     $      % Margin     $     %  

Engineering & Consulting Gross Profit

   $ 47,779        27.7   $ 51,518        32.8   $ (3,739     (7.3 )% 

Engineering & Consulting Non-GAAP Adjusted Gross Profit

     53,405        30.9     51,185        32.6     2,220       4.3

Engineering & Consulting segment revenue for the full year 2025 totaled $726.3 million, an increase of 20.7% from $601.6 million for the full year 2024. Approximately 80% of the revenue increase resulted from the full year impact of acquisitions completed in 2024 and partial impact of an acquisition completed in late 2025. Our Engineering & Design service line revenue increased by 22.8%, driven primarily from life sciences & healthcare and other clients including hospitality & entertainment. Our Program & Project Management service line revenue increased by 17.9%, driven primarily from other clients including hospitality & entertainment.

Engineering & Consulting segment gross profit for the full year 2025 totaled $238.9 million, an increase of 16.5% from $205.1 million for the full year 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $247.3 million and non-GAAP Adjusted Gross Margin of 34.0% for the full year 2025, compared to non-GAAP Adjusted Gross Profit of $205.9 million and non-GAAP Adjusted Gross Margin of 34.2% for the full year 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was driven by revenue growth, partially offset by modestly lower non-GAAP Adjusted Gross Margin. The decline in non-GAAP Adjusted Gross Margin was driven by lower Engineering & Design margin, primarily from life sciences & healthcare, state & local government and education clients.

 

4


Engineering & Consulting Segment Results                
($ in thousands)    Twelve Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      %     $      %     $      %  

Segment Revenues:

               

Engineering & Design

   $ 425,014        58.5   $ 345,977        57.5   $ 79,037        22.8

Program & Project Management

     301,279        41.5     255,625        42.5     45,654        17.9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

Engineering & Consulting Revenues

   $ 726,293        100.0   $ 601,602        100.0   $ 124,691        20.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    
     Twelve Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      % Margin     $      % Margin     $      %  

Engineering & Consulting Gross Profit

   $ 238,869        32.9   $ 205,085        34.1   $ 33,784        16.5

Engineering & Consulting Non-GAAP Adjusted Gross Profit

     247,282        34.0     205,922        34.2     41,360        20.1

Installation & Maintenance Segment Results:

Installation & Maintenance segment revenue for the fourth quarter 2025 totaled $565.1 million, an increase of 44.4% from $391.3 million for the fourth quarter 2024. The increase was driven by robust demand for our Installation & Fabrication services, primarily from data centers & technology and life sciences & healthcare clients, partially offset by lower revenue from mixed-use and other clients. Additionally, the increase in Maintenance & Service revenue was primarily from data centers & technology clients.

Installation & Maintenance segment gross profit for the fourth quarter 2025 totaled $99.7 million, an increase of 62.3% from $61.4 million for the fourth quarter 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $103.2 million and non-GAAP Adjusted Gross Margin of 18.3% for the fourth quarter 2025, compared to non-GAAP Adjusted Gross Profit of $61.1 million and non-GAAP Adjusted Gross Margin of 15.6% for the fourth quarter 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was primarily driven by revenue growth, as well as higher non-GAAP Adjusted Gross Margin. The increase in non-GAAP Adjusted Gross Margin was primarily due to higher margins in the Installation & Fabrication service line, driven by strong project execution, partially offset by a higher mix of revenue from the Installation & Fabrication service line.

 

5


Installation & Maintenance Segment Results                
($ in thousands)    Three Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      %     $      %     $      %  

Segment Revenues:

               

Installation & Fabrication

   $ 475,406        84.1   $ 310,269        79.3   $ 165,137        53.2

Maintenance & Service

     89,656        15.9     81,074        20.7     8,582        10.6
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

Installation & Maintenance Revenues

   $ 565,062        100.0   $ 391,343        100.0   $ 173,719        44.4
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    
     Three Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      % Margin     $      % Margin     $      %  

Installation & Maintenance Gross Profit

   $ 99,709        17.6   $ 61,423        15.7   $ 38,286        62.3

Installation & Maintenance Non-GAAP Adjusted Gross Profit

     103,155        18.3     61,130        15.6     42,025        68.7

Installation & Maintenance segment revenue for the full year 2025 totaled $1.8 billion, an increase of 21.9% from $1.5 billion for the full year 2024. The increase was driven by greater demand for Installation & Fabrication services, primarily from data centers & technology and life sciences & healthcare clients, partially offset by lower revenue from mixed-use and other clients including hospitality & entertainment. Additionally, the increase in Maintenance & Service revenue was primarily from data centers & technology and life sciences & healthcare clients, partially offset by other clients.

Installation & Maintenance segment gross profit for the full year 2025 totaled $297.1 million, an increase of 31.6% from $225.7 million for the full year 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $302.4 million and non-GAAP Adjusted Gross Margin of 16.6% for the full year 2025, compared to non-GAAP Adjusted Gross Profit of $226.2 million and non-GAAP Adjusted Gross Margin of 15.1% for the full year 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was primarily driven by revenue growth, as well as higher non-GAAP Adjusted Gross Margin. The increase in non-GAAP Adjusted Gross Margin was primarily due to higher margins in the Installation & Fabrication service line, driven by strong project execution, partially offset by a higher mix of revenue from Installation & Fabrication service line.

 

6


Installation & Maintenance Segment Results                
($ in thousands)    Twelve Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      %     $      %     $      %  

Segment Revenues:

               

Installation & Fabrication

   $ 1,493,830        81.9   $ 1,183,750        79.1   $ 310,080        26.2

Maintenance & Service

     330,368        18.1     313,250        20.9     17,118        5.5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

Installation & Maintenance Revenues

   $ 1,824,198        100.0   $ 1,497,000        100.0   $ 327,198        21.9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    
     Twelve Months Ended December 31,        
     2025     2024     Year over Year Change  
     $      % Margin     $      % Margin     $      %  

Installation & Maintenance Gross Profit

   $ 297,056        16.3   $ 225,682        15.1   $ 71,374        31.6

Installation & Maintenance Non-GAAP Adjusted Gross Profit

     302,383        16.6     226,161        15.1     76,222        33.7

Backlog and Awarded Contracts

Backlog and awarded contracts totaled $3.7 billion at December 31, 2025, an increase of 48.6% from $2.5 billion at December 31, 2024. The consolidated book-to-bill ratio for the three-month and twelve-month period ended December 31, 2025 was 1.9x and 1.6x, respectively. Engineering & Consulting segment backlog and awarded contracts increased by 16.2% year over year, primarily from growth in the state & local government and life science & healthcare end markets, partially offset by a decline in the mixed-use end market. Installation & Maintenance segment backlog and awarded contracts increased by 65.8% year over year, primarily from strong growth in the data center & technology end market. Backlog and awarded contracts at December 31, 2025 exclude values from Bowers. The Company estimates backlog and awarded contracts for Bowers of approximately $1.5 billion at December 31, 2025.

 

Backlog and Awarded Contracts            
($ in thousands)                            
     As of December 31,      Year over Year Change  
     2025      2024      $      %  

Engineering & Consulting

   $ 994,073      $ 855,784      $ 138,289        16.2

Installation & Maintenance

     2,680,276        1,616,310        1,063,966        65.8
  

 

 

    

 

 

    

 

 

    

Total Backlog and Awarded Contracts

   $ 3,674,349      $ 2,472,094      $ 1,202,255        48.6
  

 

 

    

 

 

    

 

 

    

Book-to-bill ratio for the three months ended December 31

     1.9x        1.2x        

Book-to-bill ratio for the twelve months ended December 31

     1.6x        1.3x        

 

7


Acquisitions

On March 1, 2026, the Company completed the acquisition of Metrix Engineers LLC (“Metrix”). Founded in 2011, Metrix is a Renton, WA-based MEP engineering firm with a strong presence in the education end market in the Pacific Northwest. Total consideration for Metrix was approximately $30 million, of which less than 25% was paid in equity.

“The Metrix team is a great addition to our organization, within the Engineering & Consulting segment, and aligns well with our collaborative culture,” said Jeff Sprau, Chief Executive Officer of Legence. “This acquisition adds scale to our engineering and consulting capabilities in the Pacific Northwest, a region known for innovation, diversifies our customer base and offers compelling cross selling opportunities. Metrix reflects our disciplined M&A approach which targets strategic opportunities that are expected to drive growth and enhance margins.”

Balance Sheet

At December 31, 2025, the Company had cash and equivalents of approximately $230.2 million and total debt2 of approximately $825.1 million. As a result, net leverage was 2.0 times, based on non-GAAP Adjusted EBITDA for the last 12 months ended December 31, 2025. Refer to “Non-GAAP Financial Measures” for a definition and calculation of net leverage. On January 2, 2026, the Company completed the acquisition of Bowers, which resulted in an upfront cash payment of $325 million (subject to customary adjustments), funded by a combination of cash on hand, a $200 million upsizing of the Company’s term loan facility and borrowings under the Company’s revolving line of credit. Borrowings under the revolving line of credit have since been repaid. In conjunction with the Bowers acquisition, the Company also issued approximately 2.55 million shares of the Company’s Class A common stock. Legence will pay an additional approximately $50 million of deferred consideration at the end of 2026 in cash or shares of the Company’s Class A common stock, or a combination, at the Company’s discretion.

Guidance

Legence announces the following guidance for the first quarter of 2026:

 

   

Total revenues of $925 million to $950 million; and

 

   

Non-GAAP adjusted EBITDA of $90 million to $100 million.

Legence revises guidance for full year 2026 as follows (which in both cases, reflects the expected results following the acquisition of Metrix and incorporates the previously-disclosed separate guidance for Bowers for full year 2026):

 

   

Total revenues of $3.7 billion to $3.9 billion, up from $3.5 billion to $3.7 billion; and

 

   

Non-GAAP Adjusted EBITDA of $400 million to $430 million, up from $370 million to $400 million.

 

 
2 

Total debt defined as Term Loan balance of $797.8 million and Notes Payable balance of $27.3 million.

 

8


Conference Call

Legence will host a webcast and conference call to discuss its financial results on March 27, 2026 at 10:00 a.m. (Eastern Time). The webcast link to the call and the slide presentation to accompany the call remarks can be accessed on the Company’s website at https://investors.wearelegence.com/. A replay of the webcast can be accessed through the same webcast link on the Company’s website shortly after the call and will be available through April 27, 2026.

About Legence

Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems—enhancing energy efficiency, reliability, and sustainability in new and existing facilities. Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100 Index among its clients.

Forward-Looking Statements

Some of the information in this press release may contain “forward-looking statements.” All statements, other than statements of historical fact included in this press release regarding our strategy, future operations, financial position and guidance, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “plan,” “potential,” “predict,” “forecast,” “budget,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative versions of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are not historical facts but rather are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not be achieved. Such statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, changes to economic and regulatory conditions and other trends in the markets in which we operate; our ability to compete effectively in our target markets; the business plans or financial condition of our customers; the impact of acquired companies, including Bowers and Metrix, on our organization and the ability to recognize the anticipated benefits of such acquisitions; the regulations related to environmental, health and safety matters; the ability to receive necessary government permits and approvals; the future availability and price of materials and equipment necessary for the performance of our business; the risks associated with inflation, interest rates, recessionary economic conditions and commodity prices; the fact that we outsource various elements of the services we sell and use materials and equipment produced by third parties; our clients’ reliance on third party financing; the recognition of all revenues from our backlog and awarded contracts; our receipt of all payments anticipated under awarded projects and customer contracts; the maintenance of safe work sites and equipment; restrictions imposed by our existing and any future

 

9


indebtedness; our exposure to costs and liabilities under environmental, health and safety laws; misconduct and errors by employees, subcontractors, partners or third party service providers; and the other risks described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s final prospectus, dated December 11, 2025, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on December 15, 2025 (the “Prospectus”), and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) to be filed with the SEC, and in other documents the Company subsequently files from time to time with the SEC. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified in their entirety by the statements in this section, to reflect events or circumstances after the date of this press release. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Prospectus and the Annual Report and in the Company’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.

Contact

Media: media@wearelegence.com

Investor Relations: ir@wearelegence.com

 

10


Legence Corp.

Condensed Consolidated Statements of Operations

(In thousands, except per share data) (Unaudited)

 

     Three Months Ended December 31,     Year Ended December 31,  
     2025     2024     2025     2024  

Revenue

   $ 737,642     $ 548,215     $ 2,550,491     $ 2,098,602  

Cost of revenue

     590,154       435,274       2,014,566       1,667,835  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     147,488       112,941       535,925       430,767  

Selling, general and administrative

     114,813       63,040       342,627       242,888  

Depreciation and amortization

     24,746       26,415       100,365       97,153  

Acquisition-related costs

     4,768       41       5,739       5,634  

Gain on sale of property and equipment

     (127     —        (326     —   

Goodwill impairment

     24,966       17,804       24,966       17,804  

Long-lived asset impairment

     2,415       —        2,415       —   

Equity in earnings of joint venture

     (595     68       (1,443     (3,063
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from operations

     (23,498     5,573       61,582       70,351  

Other expense (income):

        

Interest expense (including $1,564 and $3,353 for the three months in 2025 and 2024, respectively, and $13,340 and $13,316 for the years ended December 31, 2025 and 2024, respectively, from related parties)

     13,550       26,217       101,778       91,609  

Interest income

     (1,900     (1,108     (4,488     (5,464

Loss on debt extinguishment

     966       —        6,651       —   

Credit agreement amendment fees

     3,312       3,682       6,302       7,801  

Other expense (income) , net

     6,749       (39     6,481       (473
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense, net

     22,677       28,752       116,724       93,473  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax

     (46,175     (23,179     (55,142     (23,122

Income tax expense (benefit)

     8,499       (4,979     22,161       4,521  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (54,674     (18,200     (77,303     (27,643

Net (loss) income attributable to noncontrolling interests

     (21,953     505       (17,523     912  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Legence

   $ (32,721   $ (18,705   $ (59,780   $ (28,555
  

 

 

   

 

 

   

 

 

   

 

 

 
                 Period from
September 12,
2025 to
December 31,
2025
       

Net loss per Class A Common Stock—basic and diluted

   $ (0.55     $ (0.57  

Weighted-average Class A Common Stock outstanding—basic and diluted

     59,561         59,381    

 

11


Legence Corp.

Condensed Consolidated Balance Sheets

(In thousands) (Unaudited)

 

     December 31,
2025
    December 31,
2024
 

Assets

    

Current assets:

    

Cash and cash equivalents

     230,166       81,167  

Accounts receivable, net

     584,060       448,610  

Contract assets, net

     259,941       188,132  

Prepaid expenses and other current assets

     36,179       38,506  
  

 

 

   

 

 

 

Total current assets

     1,110,346       756,415  

Property and equipment, net

     92,333       73,381  

Operating lease right-of-use assets (including $20,025 and $23,375 as of December 31, 2025 and 2024, respectively, from related parties)

     117,139       90,922  

Goodwill

     764,336       781,194  

Intangible assets, net

     551,420       624,250  

Other assets

     43,822       26,338  
  

 

 

   

 

 

 

Total assets

   $ 2,679,396     $ 2,352,500  
  

 

 

   

 

 

 

Liabilities and Equity

    

Current liabilities:

    

Accounts payable

     246,161       126,502  

Accrued compensation and benefits

     68,064       54,601  

Accrued and other current liabilities

     16,475       28,490  

Contract liabilities

     339,462       164,130  

Current portion of operating lease liabilities (including $3,920 and $3,654 as of December 31, 2025 and 2024, respectively, from related parties)

     21,300       14,402  

Current portion of long-term debt

     16,694       22,984  
  

 

 

   

 

 

 

Total current liabilities

     708,156       411,109  

Long-term debt, net of current portion (including $84,735 and $211,039 as of December 31, 2025 and 2024, respectively, from related parties)

     812,398       1,585,846  

Operating lease liabilities, net of current portion (including $17,282 and $20,960 as of December 31, 2025 and 2024, respectively, from related parties)

     103,762       80,669  

Tax receivable agreement liability—related party

     207,448       —   

Deferred tax liabilities, net

     46,714       35,428  

Other long-term liabilities

     12,123       35,856  
  

 

 

   

 

 

 

Total liabilities

     1,890,601       2,148,908  

Commitments and contingencies

    

Stockholders’ equity / Member’s equity

    

Member’s equity

     —        443,738  

Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding as of December 31, 2025

     —        —   

Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,856,975 shares issued and outstanding as of December 31, 2025

     638       —   

Class B common stock, $0.01 par value, 200,000,000 shares authorized, 41,479,954 shares issued and outstanding as of December 31, 2025

     415       —   

Additional paid-in capital

     701,791       —   

Accumulated deficit

     (309,949     (250,169

Accumulated other comprehensive (loss) income

     (698     9,111  
  

 

 

   

 

 

 

Total Legence stockholders’ equity / Member’s equity

     392,197       202,680  

Noncontrolling interests

     396,598       912  
  

 

 

   

 

 

 

Total stockholders’ equity / Member’s equity

     788,795       203,592  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity / Member’s equity

   $ 2,679,396     $ 2,352,500  
  

 

 

   

 

 

 

 

12


Legence Corp.

Condensed Statements of Cash Flows

(In thousands) (Unaudited)

 

     Year Ended December 31,  
     2025     2024  

Cash flows from operating activities:

    

Net loss

   $ (77,303   $ (27,643

Adjustments to reconcile net loss to cash provided by operating activities:

    

Amortization of intangible assets

     82,342       80,967  

Depreciation of property and equipment

     31,946       29,882  

Goodwill impairment

     24,966       17,804  

Long-lived asset impairment

     2,415       —   

Amortization of debt issuance costs and discounts

     3,480       5,052  

Loss on debt extinguishment

     6,651       —   

Stock-based compensation

     67,550       5,411  

Deferred taxes

     15,287       (13,704

Tax receivable agreement liability remeasurement

     2,914       —   

Equity in earnings of joint venture

     (1,443     (3,063

Return on investment in joint venture

     1,700       1,000  

Operating lease right-of-use asset lease expense

     18,279       13,091  

Other

     1,158       3,749  

Changes in operating assets and liabilities:

    

Accounts receivable, net

     (130,070     17,955  

Contract assets

     (71,185     (50,995

Prepaid expenses and other current assets

     2,929       4,498  

Accounts payable

     117,910       10,699  

Accrued compensation and benefits

     12,298       (2,778

Accrued and other current liabilities

     (13,967     (36,638

Contract liabilities

     172,194       (14,507

Operating lease liabilities, current and long-term

     (15,280     (10,603

Other long-term assets and liabilities

     2,102       (909
  

 

 

   

 

 

 

Cash provided by operating activities

     256,873       29,268  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (37,940     (19,008

Consideration paid for acquisitions, net of cash acquired

     (16,497     (225,246

Proceeds from sale of property and equipment

     390       269  
  

 

 

   

 

 

 

Cash used in investing activities

     (54,047     (243,985
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Term loan borrowings (including $2,968 and $103,500 for the years ended December 31, 2025 and 2024, respectively, from related parties)

     59,636       565,000  

Term loan payments (including $74,797 in 2025 to related parties)

     (852,214     (13,682

Notes payable payments

     (7,878     (6,485

Finance lease payments

     (3,843     (2,460

Cash distributions to Legence Parent

     —        (301,614

Cash contributions from Legence Parent

     —        400  

Proceeds from IPO, net of underwriting discounts and commissions

     780,243       —   

Debt issuance costs

     (1,626     (1,495

Payments for deferred offering costs

     (28,145     (196

Payments of contingent consideration (including ($20,663) for the year ended December 31, 2024 from related parties)

     —        (32,504
  

 

 

   

 

 

 

Cash (used in) provided by financing activities

     (53,827     206,964  
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     148,999       (7,753

Cash and cash equivalents and restricted cash, beginning of period

     81,167       88,920  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 230,166     $ 81,167  
  

 

 

   

 

 

 

 

13


Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), our earnings release contains non-GAAP financial measures as described below.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.

In addition, this press release includes certain projections of the non-GAAP financial measure Adjusted EBITDA. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.

Adjusted EBITDA

Adjusted EBITDA is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. EBITDA is defined as earnings before interest and other financing expenses, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude, or otherwise reflect, interest expense, interest income, income tax expense, depreciation and amortization, credit agreement amendment fees, goodwill impairment, long-lived asset impairment, net (gain) loss on sale and disposition of property and equipment, loss on debt extinguishment, acquisition and integration costs, system deployment costs, strategic initiative costs, indemnification asset adjustments, Tax Receivable Agreement liability remeasurements and stock-based compensation expense. Adjusted EBITDA should not be considered an alternative to net loss that is derived in accordance with GAAP. Management believes that the exclusion of the above-described items from net loss in the presentation of the non-GAAP measure identified above enables us and our investors to more effectively evaluate our operations period over period and to identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes this measure may be useful for investors in comparing our operating results with those of other companies.

 

14


The following table provides a reconciliation of our net loss, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA for the periods presented herein (in thousands):

 

     Three Months Ended
December 31,
    Year Ended December 31,  
     2025     2024     2025     2024  

Net loss

   $ (54,674   $ (18,200   $ (77,303   $ (27,643

Interest expense

     13,550       26,217       101,778       91,609  

Interest income

     (1,900     (1,108     (4,488     (5,464

Income tax expense

     8,499       (4,979     22,161       4,521  

Depreciation and amortization

     28,677       29,862       114,288       110,849  

Credit agreement amendment fees(1)

     3,312       3,682       6,302       7,801  

Goodwill impairment(2)

     24,966       17,804       24,966       17,804  

Long-lived asset impairment(3)

     2,415       —        2,415       —   

Net (gain) loss on sale and disposition of property and equipment

     (127     29       (326     (270

Loss on debt extinguishment

     966       —        6,651       —   

Acquisition and integration costs(4)

     5,501       2,112       8,436       9,181  

System deployment costs(5)

     —        1,139       2,140       5,048  

Strategic initiative costs(6)

     2,964       3,545       17,092       10,778  

Indemnification asset adjustments(7)

     3,796       —        3,796       —   

Tax Receivable Agreement liability remeasurements(8)

     2,914       —        2,914       —   

Stock-based compensation expense

     46,122       (3,315     68,003       5,411  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 86,981     $ 56,788     $ 298,825     $ 229,625  

Net loss margin

     (7.4 )%      (3.3 )%      (3.0 )%      (1.3 )% 

Adjusted EBITDA margin

     11.8     10.4     11.7     10.9
 
(1)

Represents costs incurred in connection with our debt refinancings in each of the periods presented.

(2)

Refer to “Note 5—Goodwill and Intangible Assets” in the Notes to Consolidated Financial Statements to be included in the Annual Report for details on the nature of the impairment.

(3)

Refer to “Note 2—Summary of Significant Accounting Policies, Long-Lived Assets Impairment” in the Notes to Consolidated Financial Statements to be included in the Annual Report for details on the nature of the impairment.

(4)

For the years ended December 31, 2025 and 2024, the figures include $5.7 million and $5.6 million, respectively, of acquisition costs recorded in Acquisition-related costs, and $2.7 million and $3.6 million, respectively, of acquisition integration costs recorded in Selling, general and administrative on the Consolidated Statements of Operations.

(5)

Represents consulting and initial upfront costs associated with implementing and optimizing certain enterprise resource planning systems, including IFS, Onestream and Ceridian Dayforce.

(6)

Represents (i) consulting costs associated with rebranding efforts in connection with our name change to Legence that we do not expect to recur in the future, (ii) upfront consulting and out-of-pocket costs related to developing and launching the cross-selling framework amongst our brands, many of which were more recently acquired and integrated into the Legence brand, (iii) consulting and legal fees associated with education and marketing efforts for our clients with respect to utilizing certain government incentive programs, (iv) consulting, legal, accounting, and other expenses in connection with non-recurring extraordinary company transactions, including fees related to our IPO that did not meet the requirements to be deferred issuance costs, and (v) consulting, legal, accounting, and other expenses in connection with a secondary offering conducted on behalf of our selling shareholders.

(7)

Represents adjustments to an indemnification asset related to unrecognized tax benefits acquired in a prior acquisition recorded in Other expense (income), net on the Consolidated Statements of Operations and is fully offset as an income tax benefit netted in Income tax expense on the Consolidated Statements of Operations.

(8)

Tax Receivable Agreement liability remeasurements are recorded in Other expense (income), net on the Consolidated Statements of Operations.

 

15


Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Gross profit is defined as revenue less cost of revenue services. Adjusted Gross Profit is defined as gross profit adjusted to exclude stock-based compensation expense related to legacy profit interest units, where the payment of this expense is borne by entities outside of Legence Corp. Adjusted Gross Profit should not be considered an alternative to gross profit that is derived in accordance with GAAP. Adjusted Gross Margin is defined as Adjusted Gross Profit divided by revenue. Management believes that the exclusion of the above-described items from gross profit in the presentation of the non-GAAP measure identified above enables us and our investors to supplement the evaluation of our operations period over period and to identify operating trends that might not otherwise be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes this measure may be useful for investors in comparing our operating results with those of other companies.

The following table provides a reconciliation of our gross profit, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted Gross Profit for the periods presented herein (in thousands) and our Adjusted Gross Margin for the same periods:

 

     Three Months Ended
December 31,
    Twelve Months Ended
December 31,
 
     2025     2024     2025     2024  

Gross Profit

        

Engineering & Consulting Segment

   $ 47,779     $ 51,518     $ 238,869     $ 205,085  

Installation & Maintenance Segment

     99,709       61,423       297,056       225,682  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated

   $ 147,488     $ 112,941     $ 535,925     $ 430,767  

Non-GAAP Adjustment:

        

Stock-based compensation expense (benefit) from legacy profit interest units(1)

        

Engineering & Consulting Segment

   $ 5,626     $ (333   $ 8,413     $ 837  

Installation & Maintenance Segment

     3,446       (293     5,327       479  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated

   $ 9,072     $ (626   $ 13,740     $ 1,316  

Non-GAAP Adjusted Gross Profit:

        

Engineering & Consulting Segment

   $ 53,405     $ 51,185     $ 247,282     $ 205,922  

Installation & Maintenance Segment

     103,155       61,130       302,383       226,161  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated

   $ 156,560     $ 112,315     $ 549,665     $ 432,083  

Non-GAAP Adjusted Gross Margin:

        

Engineering & Consulting Segment

     30.9     32.6     34.0     34.2

Installation & Maintenance Segment

     18.3     15.6     16.6     15.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated

     21.2     20.5     21.6     20.6
 
(1)

Represents the portion of stock-based compensation expense related to legacy profit interest units paid for by entities outside of Legence Corp. and recorded in cost of revenue in the Consolidated Condensed Statement of Operations. Figures exclude the portion of stock-based compensation expense related to restricted stock units and other equity awards issued by Legence Corp.

 

16


Net Leverage

Net leverage is defined as net debt divided by Adjusted EBITDA. The Company believes this non-GAAP measure is useful to investors as it provides alternative information that management believes to be useful in assessing our ability to meet our payment obligations in addition to considering the absolute amount of our debt. Net debt is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Net debt includes total balance sheet debt, excluding finance lease liabilities, less cash and cash equivalents.

Backlog and Awarded Contracts and Book-to-Bill Ratio

We believe that backlog and awarded contracts and book-to-bill ratio enable us to more effectively forecast our future results and working capital needs, as well as better identify future operating trends that may not otherwise be apparent. Backlog represents, as of any date of determination, the expected revenue values of the remaining performance obligations under our contracted fixed-price projects. Awarded contracts represents, as of any date of determination, the expected revenue values of projects awarded to us following a request for proposals but for which a formal contract has not yet been signed. We calculate our book-to-bill ratio by taking our additions to backlog and awarded contracts, excluding additions that were attained through acquisition, for the period, and dividing it by revenue from fixed-price contracts for the same period. Given that backlog and awarded contracts and book-to-bill ratio are operational measures and that our methodology for calculating each such measure does not meet the definition of a non-GAAP financial measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required nor provided.

 

17

FAQ

How did Legence Corp. (LGN) perform financially in Q4 2025?

Legence delivered strong Q4 2025 growth, with revenue of $737.6 million, up 34.6% year over year. Non-GAAP Adjusted EBITDA rose 53.2% to $87.0 million, while gross margin was 20.0%. The company still posted a net loss attributable to Legence of $32.7 million.

What were Legence Corp.’s full-year 2025 results?

For 2025, Legence generated revenue of about $2.6 billion, a 21.5% increase from 2024. Non-GAAP Adjusted EBITDA grew 30.1% to $298.8 million. Gross profit reached $535.9 million. Despite these gains, the company reported a full-year net loss attributable to Legence of $59.8 million.

How large is Legence Corp.’s backlog and book-to-bill ratio?

At December 31, 2025, Legence’s backlog and awarded contracts totaled $3.7 billion, up 48.6% from a year earlier. The book-to-bill ratio was 1.9x for Q4 2025 and 1.6x for the full year, indicating new awards significantly exceeded recognized revenue during these periods.

What guidance did Legence Corp. provide for 2026?

Legence issued first-quarter 2026 guidance for revenue of $925–$950 million and non-GAAP Adjusted EBITDA of $90–$100 million. For full-year 2026, it raised guidance to revenue of $3.7–$3.9 billion and non-GAAP Adjusted EBITDA of $400–$430 million, reflecting contributions from recent acquisitions.

What acquisitions did Legence Corp. complete around year-end 2025?

On March 1, 2026, Legence acquired Metrix Engineers LLC for about $30 million, with less than 25% in equity. On January 2, 2026, it completed the Bowers acquisition, including an upfront $325 million cash payment and issuing about 2.55 million Class A shares, plus deferred consideration of roughly $50 million at end of 2026.

What is Legence Corp.’s balance sheet position and leverage?

As of December 31, 2025, Legence held $230.2 million of cash and equivalents and $825.1 million of total debt. Using trailing 12‑month non-GAAP Adjusted EBITDA, net leverage was 2.0x, indicating moderate indebtedness relative to its earnings capacity before interest, taxes, depreciation and amortization.

How did Legence’s segments perform in 2025?

In 2025, Engineering & Consulting revenue rose 20.7% to $726.3 million, while Installation & Maintenance revenue grew 21.9% to $1.8 billion. Installation & Maintenance non-GAAP Adjusted Gross Margin improved to 16.6%, supported by strong Installation & Fabrication demand, especially from data center and life science clients.

Filing Exhibits & Attachments

4 documents
Legence Corp.

NASDAQ:LGN

View LGN Stock Overview

LGN Rankings

LGN Latest News

LGN Latest SEC Filings

LGN Stock Data

3.24B
35.72M
Engineering & Construction
Construction - Special Trade Contractors
Link
United States
SAN JOSE