Legence (NYSE: LGN) parent entities exchange units and sell Class A shares

Rhea-AI Filing Summary

Legence Corp. insiders, through affiliated investment entities, reported an exchange and secondary sale of shares. On January 8, 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 that were forfeited for no additional consideration, for the same number of Legence Class A Common shares. In connection with underwriters exercising their over-allotment option in a secondary offering of Legence Class A stock, Legence Parent ML LLC sold 780,121 Class A shares and Legence Parent II ML LLC sold 480,205 Class A shares to the underwriters at a price based on the public offering price of $45.00 per share, less underwriting discounts and commissions of $1.575 per share. Following these transactions, Parent ML continued to hold Class A and Class B equity interests in Legence indirectly through the described ownership structure.

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
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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)
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^*

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 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.

	LEGENCE PARENT ML LLC, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Vice President	01/08/2026
	LEGENCE PARENT II ML LLC, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Vice President	01/08/2026
	LEGENCE PARENT LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary	01/08/2026
	LEGENCE PARENT II LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary	01/08/2026
	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	01/08/2026
	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	01/08/2026
	BCP 8/BEP 3 HOLDINGS MANAGER L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	01/08/2026
	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	01/08/2026
	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	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Legence Corp. (LGN) disclose on January 8, 2026?

The filing reports that Legence Parent ML LLC exchanged 780,121 Class B Units of Legence Holdings LLC (with an equal number of Class B Common shares forfeited) for 780,121 Legence Class A Common shares, and that Legence Parent ML LLC and Legence Parent II ML LLC sold Class A shares as part of an underwriters’ over-allotment option in a secondary offering.

How many Legence (LGN) Class A shares were sold by the parent entities and at what price?

According to the report, Legence Parent ML LLC sold 780,121 Class A Common shares and Legence Parent II ML LLC sold 480,205 Class A Common shares. The shares were sold to the 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 is the nature of the exchange involving Legence Class B Units and Class B Common Stock?

The filing explains that Legence Parent ML LLC exchanged 780,121 Class B Units of Legence Holdings LLC, together with an equal number of Class B Common shares that were forfeited for no additional consideration, for 780,121 shares of Legence Class A Common stock on a one-for-one basis. The Class B Units do not expire and shares of Class B Common Stock do not represent economic interests in Legence.

Who actually holds and controls the Legence (LGN) securities reported in this Form 4?

The securities are held by entities including Legence Parent ML LLC and Legence Parent II ML LLC, which are controlled through a chain of entities such as Legence Parent LLC, BX Refficiency Aggregator LP, Refficiency Aggregator II LP, and BCP 8/BEP 3 Holdings Manager L.L.C., with further indirect control ultimately associated with Blackstone Inc. The reporting persons disclaim beneficial ownership of securities held by other reporting persons except to the extent of their pecuniary interests.

Was this Legence (LGN) insider sale part of a broader secondary offering?

Yes. The filing states that the share sales by Legence Parent ML LLC and Legence Parent II ML LLC occurred in connection with the underwriters’ exercise of their over-allotment option relating to a secondary offering of Legence Class A Common stock.

Do the reported Legence (LGN) Class B Units have an expiration date or direct economic rights?

The document notes that Class B Units held by Legence Parent ML LLC do not expire. It also states that shares of Class B Common Stock do not represent economic interests in Legence, while the Class B Units may be exchanged for Class A Common shares on a one-for-one basis under the terms of the governing agreements.