Legence Corp. SEC Filings

Legence Corp. reported the initial stock holdings of its Chief Operating Officer following the company’s initial public offering. The officer directly owns 1,785 shares of Class A common stock, including shares purchased through a directed share program tied to the IPO. The officer has also been granted 15,179 Restricted Stock Units, each convertible into one share of Class A common stock that vest in three equal annual installments, generally conditioned on continued employment. In addition, the officer holds employee stock options covering 45,536 shares of Class A common stock at an exercise price of $28 per share, which vest in three equal annual installments starting on September 11, 2025, and expire on the tenth anniversary of that award date.

Legence Corp. expanded its Board of Directors from five to six members and appointed David J. Coghlan as a Class I director effective December 3, 2025.

Coghlan, an experienced industrial and board executive, will serve on the Audit Committee and chair the Compensation Committee, with his initial term running until the 2026 annual shareholder meeting or earlier if his service ends. As a non-management director, he will receive an annual cash retainer of $85,000, restricted stock units in Class A common stock valued at about $150,000 on the grant date, and an additional $15,000 per year for chairing the Compensation Committee. The Board determined he is independent under Nasdaq and SEC rules, and the company entered into its standard indemnification agreement with him.

Legence Corp. reports that affiliates of its majority owner, Blackstone-related entities, have entered into margin loan agreements secured by most of their equity in the company. Two wholly owned subsidiaries of Legence Parent LLC and Legence Parent II LLC borrowed an aggregate of $650 million under margin loan agreements with Goldman Sachs Bank USA and other lenders. To secure these loans, they pledged 29,022,940 shares of Class A common stock, 46,680,762 shares of Class B common stock, and 46,680,762 Common Units, which together represented about 72% of the issued and outstanding Class A common stock as of the closing date, assuming exchange of the Common Units. If the borrowers default, the secured parties may foreclose on any or all pledged shares and units. Legence Corp. is not a party to the loan documents and has no obligations under them, but it has agreed in letters to the lenders not to take actions intended to materially hinder or delay their remedies, subject to law and stock exchange rules.

Legence Corp. (LGN) filed its Q3 2025 10‑Q, reporting higher revenue and a leaner balance sheet following its IPO. Revenue reached $708,006 thousand, up from $560,804 thousand a year ago, with nine‑month revenue of $1,812,849 thousand versus $1,550,387 thousand. Income from operations was $37,197 thousand, but higher interest and a debt extinguishment charge led to a net loss attributable to Legence of $576 thousand for the quarter and $27,059 thousand year‑to‑date.

Operating cash flow improved to $162,124 thousand for the nine months. Cash and cash equivalents were $176,034 thousand as of September 30, 2025. Long‑term debt fell to $812,628 thousand (plus $16,301 thousand current) after the September IPO. The company sold 29,487,627 Class A shares at $28.00, generating $780.2 million in net proceeds used to repay debt and costs.

Installation & Maintenance led segment results with $495,834 thousand in Q3 revenue, while Engineering & Consulting delivered $212,172 thousand. Remaining performance obligations were approximately $2,317,800 thousand as of September 30, 2025. Subsequent events include two small acquisitions on October 1, 2025 and a signed agreement to acquire The Bowers Group, Inc. for an estimated $475,000 thousand, subject to customary closing conditions.

Legence Corp. (LGN) filed its Q3 2025 10‑Q, reporting higher revenue and a leaner balance sheet following its IPO. Revenue reached $708,006 thousand, up from $560,804 thousand a year ago, with nine‑month revenue of $1,812,849 thousand versus $1,550,387 thousand. Income from operations was $37,197 thousand, but higher interest and a debt extinguishment charge led to a net loss attributable to Legence of $576 thousand for the quarter and $27,059 thousand year‑to‑date.

Operating cash flow improved to $162,124 thousand for the nine months. Cash and cash equivalents were $176,034 thousand as of September 30, 2025. Long‑term debt fell to $812,628 thousand (plus $16,301 thousand current) after the September IPO. The company sold 29,487,627 Class A shares at $28.00, generating $780.2 million in net proceeds used to repay debt and costs.

Installation & Maintenance led segment results with $495,834 thousand in Q3 revenue, while Engineering & Consulting delivered $212,172 thousand. Remaining performance obligations were approximately $2,317,800 thousand as of September 30, 2025. Subsequent events include two small acquisitions on October 1, 2025 and a signed agreement to acquire The Bowers Group, Inc. for an estimated $475,000 thousand, subject to customary closing conditions.

Legence Corp. furnished a press release announcing its financial and operating results for the third quarter ended September 30, 2025.

The release is included as Exhibit 99.1 and is furnished, not filed, under the Exchange Act. The company’s Class A common stock trades on Nasdaq under the symbol LGN.

Legence Corp. furnished a press release announcing its financial and operating results for the third quarter ended September 30, 2025.

The release is included as Exhibit 99.1 and is furnished, not filed, under the Exchange Act. The company’s Class A common stock trades on Nasdaq under the symbol LGN.

Legence Corp. announced an agreement to acquire Bowers via a structured transaction. At closing, the purchaser will pay approximately $325 million in cash and issue approximately $100 million of Class A common stock, with share count set by a 10‑day VWAP “Reference Price.” The stock will carry restrictive legends and a transfer lock‑up through March 10, 2026.

The agreement also includes $50 million of deferred consideration payable on December 31, 2026 in cash, stock, or a combination, using the same Reference Price for any shares. Closing requires customary conditions, including expiration or termination of HSR waiting periods, and is not conditioned on financing. A debt commitment letter from Jefferies provides a $150 million incremental term loan facility; funding is expected from cash on hand, revolver borrowings, and this facility. The agreement may be terminated if closing has not occurred by March 13, 2026. Stock issuances will rely on Section 4(a)(2) of the Securities Act.

Legence Corp. announced an agreement to acquire Bowers via a structured transaction. At closing, the purchaser will pay approximately $325 million in cash and issue approximately $100 million of Class A common stock, with share count set by a 10‑day VWAP “Reference Price.” The stock will carry restrictive legends and a transfer lock‑up through March 10, 2026.

The agreement also includes $50 million of deferred consideration payable on December 31, 2026 in cash, stock, or a combination, using the same Reference Price for any shares. Closing requires customary conditions, including expiration or termination of HSR waiting periods, and is not conditioned on financing. A debt commitment letter from Jefferies provides a $150 million incremental term loan facility; funding is expected from cash on hand, revolver borrowings, and this facility. The agreement may be terminated if closing has not occurred by March 13, 2026. Stock issuances will rely on Section 4(a)(2) of the Securities Act.

Legence Corp. announced an amendment to its credit agreement. The company refinanced its $798.0 million term loan facility, extending the maturity by three years to December 16, 2031 and lowering the applicable interest rate by 25 basis points to SOFR + 2.25%. Legence also replaced its $90.0 million revolving credit facility with a larger $200.0 million revolver that now matures on September 22, 2030, with an applicable interest rate of SOFR + 2.25% in line with the term loan.

These changes extend debt maturities and modestly reduce borrowing costs while expanding available revolving capacity. The amendment was executed by Legence Holdings LLC, an indirect subsidiary, with Jefferies Finance LLC as administrative and collateral agent.

Legence Corp. Schedule 13G shows that FMR LLC and Abigail P. Johnson report beneficial ownership of 6,545,917 shares of Legence Corp. Class A common stock, equal to 11.2% of the class. FMR LLC reports sole voting power and sole dispositive power over 6,545,917 shares; Ms. Johnson reports sole dispositive power for the same amount but no sole voting power. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing control. The report references an Exhibit 99 agreement and powers of attorney incorporated by reference.

Legence Corp. insider reported an award of 8,036 Restricted Stock Units (RSUs) on 09/15/2025 to Bryce Seki, General Counsel & Secretary. Each RSU converts to one share of Class A common stock at vesting and carries no purchase price. The RSUs vest in three substantially equal installments on each of the first, second and third anniversaries of the award date, subject generally to continued employment through each vesting date. Following the grant, the reporting person beneficially owns 8,036 shares of Class A common stock.