Blackstone (NYSE: BX) affiliates sell Legence shares after unit exchange

Rhea-AI Filing Summary

Entities affiliated with Blackstone Inc., as 10% owners of Legence Corp. (LGN), reported several related transactions on 01/08/2026. Legence Parent ML LLC exchanged 780,121 Class B Units of Legence Holdings LLC, together with an equal number of Class B Common shares forfeited for no additional consideration, for the same number of Class A Common shares. In connection with underwriters exercising their over-allotment option in a secondary offering, Parent ML and Legence Parent II ML LLC sold Class A Common shares to the underwriters at the public offering price of $45.00 per share, less underwriting discounts and commissions of $1.575 per share. Following these transactions, Parent ML indirectly held 958,692 Class A and 40,699,833 Class B shares, and Parent II ML indirectly held 25,162,794 Class A shares, with higher-tier Blackstone entities and Stephen A. Schwarzman reporting indirect beneficial ownership subject to stated disclaimers.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blackstone EMA III L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Legence Corp. [ LGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/08/2026		C(1)		780,121	A	(1)	958,692	I	Parent ML(5)(7)(8)
Class B Common Stock	01/08/2026		C(1)		780,121	D	(1)	40,699,833(4)	I	Parent ML(5)(7)(8)
Class A Common Stock	01/08/2026		S(2)		780,121	D	$45	178,571	I	Parent ML(5)(7)(8)
Class A Common Stock	01/08/2026		S(2)		480,205	D	$45	25,162,794	I	Parent II ML(6)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units of Legence Holdings LLC	(3)	01/08/2026		C(1)			780,121(1)	(3)	(3)	Class A Common Stock	780,121	(1)	40,699,833(4)	I	See Footnotes(5)(7)(8)

1. Name and Address of Reporting Person^*

Blackstone EMA III L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BMA VIII L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Inc.

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents the exchange by Legence Parent ML LLC ("Parent ML") of 780,121 Class B Units of Legence Holdings LLC ("Holdings") (together with an equal number of shares of the Issuer's Class B Common Stock, which were forfeited for no additional consideration) for a corresponding number of shares of the Issuer's Class A Common Stock (the "Exchange").

2. In connection with the underwriters' exercise of their over-allotment option relating to the secondary offering of shares of Class A Common Stock of the Issuer, Parent ML and Legence Parent II ML LLC ("Parent II ML") sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $45.00 per share of Class A Common Stock, less underwriting discounts and commissions of $1.575 per share.

3. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Holdings and that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings , Parent ML may exchange Class B Units held by it (along with forfeiting a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis. The Class B Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.

4. Represents Class B Units and a corresponding number shares of Class B Common Stock directly held by Parent ML immediately following the Exchange.

5. Parent ML is controlled by Legence Parent LLC ("Parent"), its sole member. Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency.

6. Parent II ML is controlled by Legence Parent II LLC ("Parent II LLC"), its sole member. Parent II LLC is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II.

7. Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

8. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

	BLACKSTONE EMA III L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	01/08/2026
	BMA VIII L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	01/08/2026
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	01/08/2026
	By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Blackstone-related entities report for Legence Corp. (LGN)?

Affiliates of Blackstone Inc. reported an exchange of 780,121 Class B Units (and corresponding Class B Common shares) into 780,121 Class A Common shares of Legence Corp., followed by secondary sales of Class A shares in connection with the underwriters’ over-allotment option.

Which entities conducted the Legence Class A Common Stock sales?

Legence Parent ML LLC sold 780,121 Class A shares and Legence Parent II ML LLC sold 480,205 Class A shares, both to underwriters as part of the secondary offering’s over-allotment option.

At what price were the Legence Class A shares sold by the Blackstone affiliates?

The Class A Common shares were sold to the underwriters at a price equal to the public offering price of $45.00 per share, less underwriting discounts and commissions of $1.575 per share.

How many Legence Class A and Class B shares did Parent ML hold after these transactions?

After the transactions, Legence Parent ML LLC indirectly held 958,692 shares of Class A Common Stock and 40,699,833 shares of Class B Common Stock of Legence Corp.

How many Legence Class A shares did Parent II ML hold after the reported sales?

Following its sale, Legence Parent II ML LLC indirectly held 25,162,794 shares of Class A Common Stock of Legence Corp.

How are Blackstone and Stephen A. Schwarzman connected to these Legence holdings?

The filing traces control through multiple entities up to Blackstone Inc. and Blackstone Group Management L.L.C., which is controlled by Stephen A. Schwarzman. The reporting persons generally disclaim beneficial ownership of securities held by other reporting persons except to the extent of their pecuniary interest.

Do the Class B Units of Legence Holdings LLC have an expiration date or economic rights in Legence Corp.?

The Class B Units of Legence Holdings LLC do not expire. The related Class B Common Stock of Legence Corp. does not represent economic interests in the issuer and can be exchanged one-for-one for Class A Common when paired with forfeiture of Class B Common shares.