Welcome to our dedicated page for Legence SEC filings (Ticker: LGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Legence Corp. filings document the public-company reporting record for a Nasdaq-listed provider of engineering, consulting, installation, and maintenance services for building systems. The filings cover Class A common stock registration statements, prospectus disclosures for public equity offerings, operating and financial results, and segment information tied to Installation and Maintenance and Engineering and Consulting.
Legence's proxy and current reports address shareholder voting matters, board and committee governance, compensation arrangements, ownership and change-in-control disclosures, material agreements, and capital-structure matters involving Class A common stock, Class B common stock, and units of Legence Holdings LLC. The record also includes 8-K disclosures for earnings releases and other material events.
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.
Legence Corp. director Kelly Christie B. received an award of 5,357 Restricted Stock Units (RSUs) on 09/15/2025. Each RSU converts to one share of the issuer's Class A common stock upon vesting, with the RSUs reported as acquired at a $0 price and leaving the reporting person with 5,357 shares beneficially owned after the transaction. The RSUs will fully vest on the earlier of the first anniversary of the award and the day before the issuer's 2026 annual stockholder meeting, and vesting is subject to continued service through that date.
Legence Corp. insider filing shows CFO Stephen M. Butz was granted 17,857 Restricted Stock Units on 09/15/2025. Each RSU converts to one share of Class A common stock at vesting and the award vests in three substantially equal installments on the first, second and third anniversaries of the grant date, generally conditioned on continued employment. The Form 4 reports the award as a direct beneficial ownership change, with the reported per-share price listed as $0. The filing was executed by an attorney-in-fact on behalf of the reporting person.
Legence Corp. filed a Form S-8 registration statement to register securities for issuance under the Legence Corp. 2025 Omnibus Incentive Plan. The filing incorporates by reference the company’s existing and future Exchange Act reports so that ongoing disclosures automatically update this registration. It describes how the company’s charter and bylaws, together with Delaware law, limit personal monetary liability of directors and officers and allow broad indemnification and advancement of expenses, supplemented by directors’ and officers’ insurance and separate indemnification agreements. The document also lists key exhibits, including the amended and restated certificate of incorporation, bylaws, the 2025 Omnibus Incentive Plan itself, legal opinions, auditor consents, and the filing fee table, and is signed by the chief executive officer and other senior officers and directors.
Legence Corp. reports closing its initial public offering of 26,000,000 shares of Class A common stock at $28.00 per share, with underwriters exercising an option to buy an additional 3,487,627 shares. Net proceeds were contributed to Legence Holdings in exchange for Class B units, and Legence Holdings used the funds to repay borrowings under its term loan facility.
In connection with the IPO-related reorganization, the company issued 178,571 Class A shares and 46,680,762 Class B shares to Legence Parent LLC, and 28,844,369 Class A shares to Legence Parent II LLC in private transactions under Section 4(a)(2). Legence also amended its credit agreement to facilitate the reorganization.
The board appointed Terrence Keenen, Christie Kelly, Bilal Khan, Robert Mitchell Nimocks and Jeffrey Sprau as directors, with committee roles and independence determinations noted, and granted equity awards to non-employee directors. Stockholders approved the 2025 Omnibus Incentive Plan, under which employees, including named executive officers, received IPO stock options and RSUs. The company adopted an amended and restated charter and bylaws and entered into indemnification agreements with directors and executive officers.
Legence Corp. is offering Class A common stock at $28.00 per share with 26,000,000 shares in the base offering and a 30-day underwriter option to purchase up to 3,900,000 additional shares. Net proceeds are expected to be contributed to Legence Holdings to repay borrowings under the Term Loan Credit Facility and for general corporate purposes. Immediately after the reorganization and offering, Legence will hold an approximate 54% economic interest in Legence Holdings (56% if the underwriters exercise their option in full), with noncontrolling interests holding the remainder.
The company reported strong installation and maintenance growth: its Installation & Maintenance segment generated 71.3% of revenues and 52.4% of gross profit in 2024. From 2021 to 2024, that segment grew at a CAGR of ~30% (approximately 16% after pro forma acquisitions). Consolidated revenue trends shown include $2,098,602 (in thousands) for 2024 and unaudited pro forma adjustments linking the reorganization and offering to historical financials. The prospectus discloses a Tax Receivable Agreement estimate resulting in a non-current liability example of approximately $315.3 million under certain assumptions.
Legence Corp. describes its business as engineering, installation and maintenance services with an emphasis on energy efficiency and data center clients. Revenues grew from $1,246,501 in 2022 to $2,098,602 in 2024, reflecting significant expansion. The Installation & Maintenance segment grew at a compound annual rate of approximately 30% from 2021 to 2024 and, after giving pro forma effect to acquisitions, approximately 16%, and generated 71.3% of revenues and 52.4% of gross profit in 2024. The filing discloses an IPO structure using a UP-C, with Legence owning approximately 54% economic interest in Legence Holdings after the offering (56% if underwriters exercise their option). The company estimates a non-current liability under a Tax Receivable Agreement of approximately $276.7 million based on specific assumptions. Unaudited historical revenue and segment tables and pro forma adjustments are included. The filing identifies operational, cybersecurity, warranty, contract-estimate and force majeure risks and discloses a one-time eliminated Black Bear transaction profit of approximately $7.4 million.
Legence Corp. is filing an amended S-1 for its proposed IPO and presents historical and unaudited pro forma condensed consolidated financial information. Total revenues increased from $1.25 billion in 2022 to $2.10 billion in 2024, showing substantial growth. The company reports its Installation & Maintenance segment grew at a compound annual growth rate of approximately 30% from 2021 to 2024 (approximately 16% pro forma including acquisitions) and generated 71.3% of revenues and 52.4% of gross profit in 2024. Legence highlights in-house engineering and consulting capabilities, recurring multi-year maintenance contracts, integration of acquisitions (e.g., Bel-Aire) and workforce development (about 1,000 apprentices and 185 engineering students trained in 2024). The filing discloses an UP-C structure with LGN Units, a Tax Receivable Agreement that may require lump-sum payments, non-GAAP measures (Adjusted EBITDA) with reconciliations, and a stated $7.4 million non-recurring revenue adjustment related to a Black Bear transaction in Q4 2023. The prospectus lists underwriters and directed share/lock-up arrangements and notes operational, accounting (cost-to-cost contract accounting), cybersecurity and force majeure risks.