Legence Corp. (LGN) insiders swap Class B units, sell Class A stock

Rhea-AI Filing Summary

Legence Corp. reporting persons disclosed that Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of shares of Class B common stock, for 5,200,808 shares of Legence Corp. Class A common stock. Following this exchange, Parent ML continued to indirectly hold 41,479,954 Class B Units and a corresponding number of Class B common shares, and 5,379,379 Class A shares before subsequent sales.

In connection with a secondary offering of Legence Corp. Class A common stock, Parent ML sold 5,200,808 Class A shares at $45.00 per share, leaving 178,571 Class A shares indirectly owned. Legence Parent II ML LLC sold 3,201,370 Class A shares at $45.00 per share, retaining 25,642,999 Class A shares indirectly. The sales to underwriters were priced at the public offering price of $45.00 per share, less underwriting discounts and commissions of $1.575 per share.

Insights

Equity capital markets analyst

Large Legence holders converted partnership-style units and sold Class A shares in a secondary offering, reshaping their economic and voting mix.

The filing shows that Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of Class B common shares, for 5,200,808 Legence Corp. Class A shares on December 16, 2025. Footnote 3 notes that these Class B Units are exchangeable one-for-one into Class A common stock and that Class B common shares do not represent economic interests in the issuer, so this step shifts interests into economically participating Class A stock.

After the exchange, Parent ML is reported as indirectly holding 41,479,954 Class B Units and a corresponding number of Class B common shares, as well as Class A shares. The same day, Parent ML sold 5,200,808 Class A shares and Legence Parent II ML LLC sold 3,201,370 Class A shares, each at $45.00 per share, in a secondary offering to underwriters at a price equal to the public offering price less underwriting discounts and commissions of $1.575 per share. These entities still retain 178,571 and 25,642,999 Class A shares, respectively, indicating continued sizable positions even after the sales.

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^*

Legence Parent ML LLC

(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^*

Legence Parent ML LLC

(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^*

Legence Parent II ML LLC

(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^*

LEGENCE PARENT LLC

(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^*

Legence Parent II LLC

(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^*

BX Refficiency Aggregator LP

(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^*

Refficiency Aggregator II LP

(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^*

BCP 8/BEP 3 Holdings Manager 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 Energy Management Associates III 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 Management Associates VIII 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)

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.

	LEGENCE PARENT ML LLC, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Vice President	12/16/2025
	LEGENCE PARENT II ML LLC, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Vice President	12/16/2025
	LEGENCE PARENT LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary	12/16/2025
	LEGENCE PARENT II LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary	12/16/2025
	BX REFFICIENCY AGGREGATOR LP, By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	REFFICIENCY AGGREGATOR II LP, By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	BCP 8/BEP 3 HOLDINGS MANAGER L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	BLACKSTONE ENERGY MANAGEMENT ASSOCIATES III L.P., By: Blackstone EMA III L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P., By: Blackstone EMA III L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	** 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 transactions did Legence Corp. (LGN) report on December 16, 2025?

The report shows that Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC (and an equal number of Class B common shares) for 5,200,808 Legence Corp. Class A shares, then sold 5,200,808 Class A shares. Legence Parent II ML LLC sold 3,201,370 Class A shares the same day.

How many Legence Corp. Class A shares did Parent ML sell and at what price?

Legence Parent ML LLC sold 5,200,808 shares of Legence Corp. Class A common stock at a price of $45.00 per share in connection with a secondary offering.

How many Legence Corp. Class A shares did Parent II ML sell and what is its remaining stake?

Legence Parent II ML LLC sold 3,201,370 shares of Legence Corp. Class A common stock at $45.00 per share, and is reported as indirectly owning 25,642,999 Class A shares after the transaction.

What was the exchange involving Legence Holdings LLC Class B units and Legence Corp. Class A shares?

Legence Parent ML LLC exchanged 5,200,808 Class B Units of Legence Holdings LLC, together with an equal number of Legence Corp. Class B common shares that were forfeited for no additional consideration, for 5,200,808 Legence Corp. Class A common shares on a one-for-one basis.

What Legence Corp. securities does Parent ML hold after these transactions?

After the reported transactions, Legence Parent ML LLC is shown as indirectly owning 178,571 Legence Corp. Class A common shares and 41,479,954 Class B Units of Legence Holdings LLC, together with a corresponding number of Class B common shares.

How were the Legence Corp. shares sold in the secondary offering priced?

According to the disclosure, Parent ML and Parent II ML sold Legence Corp. Class A shares 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.