Every 8-K that Legence Corp. (LGN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LGN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LGN filings page.
Legence Corp. (LGN) expanded its Board of Directors from six to seven members and appointed Robert Crisci, age 51, as a Class II director effective August 18, 2026. His initial term runs until the 2027 annual meeting of shareholders or earlier termination events.
Crisci was appointed to the Board’s Audit Committee and Nomination and Corporate Governance Committee. He has extensive public company experience, including serving as Chief Financial Officer of Lineage, Inc. from 2023 to November 2025 and previously of Roper Technologies, Inc. from 2017 to January 2023. The Board determined he meets Nasdaq, SEC and company independence standards.
As a non-management director, Crisci will receive standard compensation: an annual $85,000 cash retainer and restricted stock units in Class A common stock valued at approximately $150,000 as of the grant date. He also entered into the company’s standard form of indemnification agreement.
Legence Corp. reported second-quarter 2026 revenue of $1.26 billion, up 110.7% from $598.9 million a year earlier, including strong organic growth after excluding the Bowers acquisition. Non-GAAP Adjusted EBITDA rose 114.1% to $154.6 million with a 12.2% margin.
Despite this growth, Legence recorded a net loss attributable to the company of $27.8 million versus a $5.3 million loss a year ago, reflecting $21.6 million goodwill and $19.5 million long-lived asset impairments, lower gross margins, and much higher stock-based compensation. Backlog and awarded contracts reached a record $5.67 billion, up 104.6% year over year, and the consolidated book-to-bill ratio was 1.2x.
At June 30, 2026, Legence held $292.0 million of cash and $1.03 billion of total debt, implying net leverage of 1.6x based on LTM Adjusted EBITDA, or 1.5x on an adjusted basis including Bowers. The company issued Q3 2026 guidance for revenue of $1.225–$1.275 billion and non-GAAP Adjusted EBITDA of $150–$160 million, and raised full-year 2026 guidance to revenue of $4.7–$4.8 billion and Adjusted EBITDA of $565–$585 million.
Legence Corp. held its 2026 Annual Meeting of Stockholders, where stockholders approved a new 2026 Employee Stock Purchase Plan. The plan authorizes up to 1,580,053 shares of Class A common stock for purchase by eligible employees at a discount, subject to plan terms and tax rules.
Holders of 108,037,932 shares were entitled to vote, and 100,342,575 shares, or approximately 93%, were represented. Stockholders elected two Class I directors, approved 2026 named executive officer compensation on a non-binding basis, chose an annual advisory vote frequency on pay, approved the ESPP, and ratified Deloitte & Touche LLP as independent auditor for 2026.
Legence Corp. reported very strong first quarter 2026 results, with revenue of $1.04 billion, up 105.1% from $506.0 million a year earlier. Excluding the Bowers acquisition, non-GAAP revenue grew 57.1%, showing substantial organic expansion, especially in the Installation & Maintenance segment.
Net income attributable to Legence was $16.1 million versus a $21.2 million loss a year ago, while non-GAAP Adjusted EBITDA rose 132.4% to $118.1 million. Total backlog and awarded contracts reached a record $5.38 billion, up 103.9%. The company issued second-quarter 2026 guidance for revenue of $1.05–$1.1 billion and non-GAAP Adjusted EBITDA of $115–$125 million, and raised full-year 2026 guidance to revenue of $4.1–$4.3 billion and non-GAAP Adjusted EBITDA of $470–$490 million.
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.
Legence Corp. filed an amended report to add detailed financial information for its acquisition of The Bowers Group, Inc. completed on January 2, 2026. The amendment includes Bowers’ audited 2025 results and combined pro forma figures showing how the business would affect Legence’s financials.
Bowers generated earned revenue of $766,995,789 and net income of $68,618,086 for the year ended September 30, 2025, with backlog of $1,244,157,987. Legence also provides unaudited pro forma condensed combined statements reflecting its recent IPO, corporate reorganization and acquisition financing.
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. 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.
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.
Legence Corp. reports closing its initial public offering of 26,000,000 shares of Class A common stock at $28.00 per share, with underwriters exercising an option to buy an additional 3,487,627 shares. Net proceeds were contributed to Legence Holdings in exchange for Class B units, and Legence Holdings used the funds to repay borrowings under its term loan facility.
In connection with the IPO-related reorganization, the company issued 178,571 Class A shares and 46,680,762 Class B shares to Legence Parent LLC, and 28,844,369 Class A shares to Legence Parent II LLC in private transactions under Section 4(a)(2). Legence also amended its credit agreement to facilitate the reorganization.
The board appointed Terrence Keenen, Christie Kelly, Bilal Khan, Robert Mitchell Nimocks and Jeffrey Sprau as directors, with committee roles and independence determinations noted, and granted equity awards to non-employee directors. Stockholders approved the 2025 Omnibus Incentive Plan, under which employees, including named executive officers, received IPO stock options and RSUs. The company adopted an amended and restated charter and bylaws and entered into indemnification agreements with directors and executive officers.