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Blackstone entities report 67.2% Legence (LGN) stake in amended 13G

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Legence Corp. received an amended Schedule 13G showing that a group of Blackstone-affiliated entities collectively report majority ownership of its Class A common stock. The filing, dated for an event on December 31, 2025, covers Class A shares with par value $0.01 per share.

As of that date, Legence Parent ML LLC directly holds 178,571 shares of Class A common stock and 41,479,954 additional shares issuable in exchange for an equivalent number of Class B Units of Legence Holdings LLC on a one-for-one basis. Legence Parent II ML LLC directly holds 25,642,999 shares of Class A common stock.

After applying the Schedule 13D/G ownership rules, multiple related entities – including BCP 8/BEP 3 Holdings Manager L.L.C., various Blackstone funds and holding vehicles, and Stephen A. Schwarzman as controlling person – each report beneficial ownership of 67,301,524 shares of Class A common stock, or 67.2% of the class. This percentage is calculated using 58,656,167 Class A shares outstanding as of December 11, 2025, plus the assumed issuance of 41,479,954 Class A shares upon exchange of Class B Units held by Legence Parent ML LLC. The reporting persons state that beneficial ownership among them is "expressly disclaimed" under the Exchange Act.

Positive

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Negative

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






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Legence Parent ML LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Vice President
Date:02/13/2026
Legence Parent II ML LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Vice President
Date:02/13/2026
Legence Parent LLC
Signature:/s/ Bryce Seki
Name/Title:Bryce Seki/General Counsel and Secretary
Date:02/13/2026
Legence Parent II LLC
Signature:/s/ Bryce Seki
Name/Title:Bryce Seki/General Counsel and Secretary
Date:02/13/2026
BX Refficiency Aggregator LP
Signature:/s/ Robert Brooks
Name/Title:By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: Robert Brooks/Authorized Signatory
Date:02/13/2026
Refficiency Aggregator II LP
Signature:/s/ Robert Brooks
Name/Title:By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: Robert Brooks/Authorized Signatory
Date:02/13/2026
BCP 8/BEP 3 Holdings Manager L.L.C.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Authorized Signatory
Date:02/13/2026
Blackstone Energy Management Associates III L.P.
Signature:/s/ Robert Brooks
Name/Title:By: Blackstone EMA III L.L.C., its general partner, By: Robert Brooks/Authorized Signatory
Date:02/13/2026
Blackstone Management Associates VIII L.P.
Signature:/s/ Robert Brooks
Name/Title:By: Blackstone EMA III L.L.C., its general partner, By: Robert Brooks/Authorized Signatory
Date:02/13/2026
Blackstone EMA III L.L.C.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Authorized Signatory
Date:02/13/2026
BMA VIII L.L.C.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Authorized Signatory
Date:02/13/2026
Blackstone Holdings II L.P.
Signature:/s/ Victoria Portnoy
Name/Title:By: Blackstone Holdings I/II GP L.L.C., its general partner, By: Victoria Portnoy/Managing Director - Assistant Secretary
Date:02/13/2026
Blackstone Holdings I/II GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy/Managing Director - Assistant Secretary
Date:02/13/2026
Blackstone Inc.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy/Managing Director - Assistant Secretary
Date:02/13/2026
Blackstone Group Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy/Managing Director - Assistant Secretary
Date:02/13/2026
Stephen A. Schwarzman
Signature:/s/ Stephen A. Schwarzman
Name/Title:Stephen A. Schwarzman
Date:02/13/2026
Exhibit Information

Exhibit List Exhibit 99.1 Joint Filing Agreement, dated February 13, 2026, by and among the Reporting Persons

FAQ

What does the Schedule 13G/A filing reveal about Legence Corp. (LGN) ownership?

The filing shows Blackstone-affiliated entities collectively report beneficial ownership of a majority of Legence Corp.’s Class A common stock, indicating concentrated control. It details share counts, ownership structure, and how the percentage is calculated under SEC rules.

How many Legence Corp. (LGN) shares do the reporting persons say they own?

The reporting persons each report beneficial ownership of 67,301,524 shares of Legence Corp. Class A common stock. This figure includes existing shares plus shares assumed issued upon exchange of certain Class B Units of Legence Holdings LLC.

What percentage of Legence Corp. (LGN) Class A common stock is reported as beneficially owned?

The filing states that each reporting person may be deemed to beneficially own 67.2% of Legence Corp.’s Class A common stock. This percentage is calculated under SEC Rule 13d-3 using outstanding shares plus assumed exchanges of Class B Units.

How are Legence Parent ML LLC’s holdings in Legence Corp. (LGN) structured?

Legence Parent ML LLC holds 178,571 shares of Class A common stock and 41,479,954 additional Class A shares issuable upon one-for-one exchange of Class B Units of Legence Holdings LLC, accompanied by cancellation of an equal number of Class B common shares.

Which entities are included as reporting persons for Legence Corp. (LGN) in this 13G/A?

Reporting persons include Legence Parent ML LLC, Legence Parent II ML LLC, several Legence and Refficiency Aggregator entities, BCP 8/BEP 3 Holdings Manager L.L.C., multiple Blackstone funds and holding companies, Blackstone Inc., Blackstone Group Management L.L.C., and Stephen A. Schwarzman.

How was the ownership percentage in Legence Corp. (LGN) calculated in the filing?

Percentages are based on 58,656,167 Class A shares outstanding as of December 11, 2025, from a Legence prospectus, and assume issuance of 41,479,954 additional Class A shares upon exchange of Class B Units held by Legence Parent ML LLC on a one-for-one basis.

Do the reporting persons admit full beneficial ownership of all Legence Corp. (LGN) shares reported?

No. The filing states, under Exchange Act Rule 13d-4, that the reporting persons expressly declare the Schedule 13G/A should not be construed as an admission of beneficial ownership of securities held by any other reporting person, and such ownership is expressly disclaimed.
Legence Corp.

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