[Form 4] Legence Corp. Insider Trading Activity

Rhea-AI Filing Summary

Gregory Barnes, Chief Human Resources Officer of Legence Corp. (LGN), was granted 8,036 Restricted Stock Units on 09/15/2025. Each unit converts to one share of Class A common stock at vesting and carries a $0 reported price because it is an equity award rather than an open-market purchase. The RSUs vest in three substantially equal annual installments on each of the first, second and third anniversaries of the award date, generally subject to continued employment through each vesting date. Following the grant, Mr. Barnes is shown as beneficially owning 8,036 shares on a direct basis. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Barnes on 09/15/2025.

Positive

• Equity-based compensation aligns the CHRO's incentives with long-term shareholder value
• Multi-year vesting (three substantially equal annual installments) supports retention through 2028

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant of 8,036 RSUs to align CHRO incentives with shareholders; immaterial to valuation alone.

The grant of 8,036 restricted stock units to the Chief Human Resources Officer represents standard compensation practice to retain and align senior management with shareholder interests. The award vests over three years in substantially equal installments, which provides multi-year retention potential. The filing reports direct beneficial ownership of 8,036 shares post-grant and a $0 price consistent with RSU grants. Absent further context on total diluted share count or other concurrent grants, this single grant appears routine and not materially dilutive on its own.

Corporate Governance Expert

TL;DR: Standard restricted stock unit award with time-based vesting; governance implications are typical for executive retention.

The award’s three-year, annually vesting schedule is a conventional time-based retention mechanism and aligns with common governance practices for senior executives. The Form 4 discloses direct ownership and the vesting schedule but does not indicate performance conditions or accelerated vesting provisions. For governance assessment, investors would typically review aggregate executive equity, grant frequency, and potential change-in-control acceleration clauses—none of which are disclosed on this single Form 4.

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

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

1. Name and Address of Reporting Person^*

Barnes Gregory

(Last) (First) (Middle)

C/O LEGENCE CORP.

1601 LAS PLUMAS AVENUE

(Street)

SAN JOSE CA 95133

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

X	Form filed by One Reporting Person
	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(1)	09/15/2025		A		8,036	A	$0	8,036	D

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

Explanation of Responses:

1. The reported securities represent an award of Restricted Stock Units, which each entitle the reporting person to receive, at vesting, one share of Legence Corp.'s Class A common stock, par value $0.01 per share. The Restricted Stock Units vest in three substantially equal installments on each of the first, second and third anniversaries of the date of the award, subject generally to continued employment through the applicable vesting date.

	/s/ Bryce Seki, as attorney-in-fact	09/15/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Legence Corp. insider Gregory Barnes report on Form 4 (LGN)?

Mr. Barnes reported an award of 8,036 Restricted Stock Units granted on 09/15/2025, each converting to one Class A share at vesting.

How do the RSUs granted to Gregory Barnes vest?

The RSUs vest in three substantially equal installments on each of the first, second and third anniversaries of the award, subject to continued employment.

How many shares does Gregory Barnes beneficially own after the reported transaction?

The Form 4 shows Mr. Barnes as beneficially owning 8,036 shares (direct) following the reported transaction.

Was there any cash purchase price reported for the transaction?

No cash price was reported; the Form lists a $0 price, consistent with an equity award of RSUs rather than a market purchase.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Bryce Seki, as attorney-in-fact on 09/15/2025.