Blackstone Inc. (NYSE: BX) details Legence stock sale and unit exchange

Rhea-AI Filing Summary

Affiliates of Blackstone Inc., as directors and 10% owners of Legence Corp., reported several insider transactions dated 12/16/2025. Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of Legence Class B common shares, for 5,200,808 shares of Legence Class A common stock.

In connection with a secondary offering of Legence Class A common stock, Legence Parent ML LLC and Legence Parent II ML LLC sold 5,200,808 and 3,201,370 Class A shares, respectively, to underwriters at $45.00 per share, less underwriting discounts and commissions of $1.575 per share. After these transactions, Parent ML indirectly held 5,379,379 Legence Class A shares and 41,479,954 Class B Units and corresponding Class B common stock, while Parent II ML indirectly held 25,642,999 Legence Class A shares.

Insights

Equity capital markets analyst

Blackstone affiliates converted Legence units and sold shares in a secondary.

Affiliates of Blackstone Inc. reported that Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of Legence Class B common shares, for 5,200,808 shares of Legence Corp. Class A common stock on 12/16/2025. The filing notes this one-for-one exchange mechanism and that the Class B common shares do not represent economic interests in the issuer.

The same day, Legence Parent ML LLC and Legence Parent II ML LLC sold 5,200,808 and 3,201,370 Legence Class A shares, respectively, to underwriters in a secondary offering at a public price of $45.00 per share, less underwriting discounts and commissions of $1.575 per share. After these transactions, Parent ML indirectly held 5,379,379 Class A shares and 41,479,954 Class B Units and related Class B common, while Parent II ML indirectly held 25,642,999 Class A shares, indicating that Blackstone-related entities remain significant holders even after realizing liquidity.

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)
12/16/2025

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	12/16/2025		C(1)		5,200,808	A	(1)	5,379,379	I	Parent ML(5)(7)(8)
Class B Common Stock	12/16/2025		C(1)		5,200,808	D	(1)	41,479,954(4)	I	Parent ML(5)(7)(8)
Class A Common Stock	12/16/2025		S(2)		5,200,808	D	$45	178,571	I	Parent ML(5)(7)(8)
Class A Common Stock	12/16/2025		S(2)		3,201,370	D	$45	25,642,999	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)	12/16/2025		C(1)			5,200,808(1)	(3)	(3)	Class A Common Stock	5,200,808	(1)	41,479,954(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 5,200,808 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 closing of the secondary offering (the "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	12/16/2025
	BMA VIII L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	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	12/16/2025
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	12/16/2025
	BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	12/16/2025
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	12/16/2025
	By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Blackstone-related entities disclose in this Legence (LGN) Form 4 filing?

Affiliates of Blackstone Inc. reported insider transactions in Legence Corp. stock on 12/16/2025, including an exchange of 5,200,808 Class B Units and Class B common for 5,200,808 Class A shares, followed by sales of Legence Class A shares in a secondary offering.

How many Legence Class A shares did Parent ML and Parent II ML sell, and at what price?

Legence Parent ML LLC sold 5,200,808 shares of Legence Class A common stock, and Legence Parent II ML LLC sold 3,201,370 Class A shares. Both sold to underwriters at a price per share equal to the public offering price of $45.00, less underwriting discounts and commissions of $1.575 per share.

What was exchanged for Legence Class A shares in this transaction?

Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of Legence Class B common shares, for 5,200,808 shares of Legence Class A common stock on a one-for-one basis as described in the exchange agreement.

What roles do the reporting persons have with Legence Corp. (LGN)?

The reporting persons, which are Blackstone-affiliated entities, are identified as directors and 10% owners of Legence Corp. on the Form 4.

How many Legence securities do the Blackstone-affiliated entities hold after these transactions?

After the reported transactions, Legence Parent ML LLC indirectly held 5,379,379 Legence Class A shares and 41,479,954 Class B Units and a corresponding number of Class B common shares. Legence Parent II ML LLC indirectly held 25,642,999 Legence Class A shares.

Do Legence Class B common shares represent economic interests in the issuer?

No. The filing states that shares of Legence Class B Common Stock do not represent economic interests in the issuer; the economic interests are tied to the Class B Units of Legence Holdings LLC.