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Legence Corp. (NASDAQ: LGN) Schedule 13G/A shows Blackstone-linked holders at 46.9%

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Legence Corp.’s major stockholder group, comprising Legence Parent entities and Blackstone-affiliated funds and entities, reports significant ownership of Legence Class A common stock. As of June 30, 2026, Legence Parent ML LLC directly holds 178,571 Class A shares and 31,171,134 Class A shares issuable upon one-for-one exchange of Class B Units of Legence Holdings LLC, while Legence Parent II ML LLC directly holds 19,297,381 Class A shares.

Through this structure, the Blackstone-related Reporting Persons, including Stephen A. Schwarzman, may be deemed to beneficially own 50,647,086 Class A shares, representing 46.9% of the class, with shared but no sole voting or dispositive power. Percentages are based on 76,866,798 Class A shares outstanding as of May 11, 2026 and assume issuance of the exchangeable shares. The Reporting Persons expressly disclaim beneficial ownership beyond what is stated.

Positive

  • None.

Negative

  • None.
Shares issuable upon exchange 31,171,134 shares Class A shares issuable upon one-for-one exchange of Class B Units held by Legence Parent ML LLC
Direct Class A holdings Legence Parent II ML LLC 19,297,381 shares Class A common stock directly held by Legence Parent II ML LLC as of June 30, 2026
Total beneficial ownership 50,647,086 shares Class A shares that Reporting Persons may be deemed to beneficially own
Ownership percentage 46.9% Percentage of Legence Class A common stock beneficially owned by the Reporting Persons
Shares outstanding baseline 76,866,798 shares Class A shares outstanding as of May 11, 2026, used for ownership calculations
Legence Parent ML LLC direct Class A 178,571 shares Direct Class A holdings of Legence Parent ML LLC separate from exchangeable interests
beneficial owner regulatory
"shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting power regulatory
"Shared Voting Power 50,647,086.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 50,647,086.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Rule 13d-3 regulatory
"percentage of shares of Class A Common Stock listed on Row 11 of such Reporting Person's cover page, calculated under Rule 13d-3 of the Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Series II preferred stock financial
"The sole holder of the Series II preferred stock of Blackstone Inc. ("Blackstone") is Blackstone Group Management L.L.C."
Class B Units of Legence Holdings LLC financial
"31,171,134 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings LLC on a one-for-one basis"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Legence Corp. (LGN) do the Blackstone-affiliated Reporting Persons beneficially own?

The Blackstone-affiliated Reporting Persons may be deemed to beneficially own 50,647,086 shares of Legence Class A common stock, representing 46.9% of the class, based on 76,866,798 shares outstanding and assuming issuance of certain exchangeable shares.

What Legence Corp. (LGN) shares are held by Legence Parent ML LLC and Legence Parent II ML LLC?

Legence Parent ML LLC holds 178,571 Class A shares plus 31,171,134 Class A shares issuable upon exchange of Class B Units. Legence Parent II ML LLC directly holds 19,297,381 Class A shares of Legence Corp.

How is the 46.9% ownership in Legence Corp. (LGN) calculated in this Schedule 13G/A?

The 46.9% figure is calculated under Rule 13d-3 using 76,866,798 Class A shares outstanding as of May 11, 2026, and assuming issuance of 31,171,134 additional Class A shares upon exchange of Class B Units held by Legence Parent ML LLC.

Do the Reporting Persons have sole or shared voting power over Legence Corp. (LGN) shares?

Each Reporting Person reports 0 shares with sole voting or dispositive power and up to 50,647,086 shares with shared voting and dispositive power, reflecting the aggregated Class A holdings and exchangeable interests described in the filing.

What role does Stephen A. Schwarzman have in the Legence Corp. (LGN) ownership structure?

Stephen A. Schwarzman, as controller of Blackstone Group Management L.L.C., may be deemed to share beneficial ownership of 50,647,086 Legence Class A shares. The Reporting Persons, including Mr. Schwarzman, expressly disclaim beneficial ownership beyond the interests described.





52476L109

(CUSIP Number)
06/30/2026

(Date of Event Which Requires Filing of this Statement)


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:08/07/2026
Legence Parent II ML LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Vice President
Date:08/07/2026
Legence Parent LLC
Signature:/s/ Bryce Seki
Name/Title:Bryce Seki/General Counsel and Secretary
Date:08/07/2026
Legence Parent II LLC
Signature:/s/ Bryce Seki
Name/Title:Bryce Seki/General Counsel and Secretary
Date:08/07/2026
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:08/07/2026
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:08/07/2026
BCP 8/BEP 3 Holdings Manager L.L.C.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Authorized Signatory
Date:08/07/2026
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:08/07/2026
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:08/07/2026
Blackstone EMA III L.L.C.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Authorized Signatory
Date:08/07/2026
BMA VIII L.L.C.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks/Authorized Signatory
Date:08/07/2026
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:08/07/2026
Blackstone Holdings I/II GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy/Managing Director - Assistant Secretary
Date:08/07/2026
Blackstone Inc.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy/Managing Director - Assistant Secretary
Date:08/07/2026
Blackstone Group Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy/Managing Director - Assistant Secretary
Date:08/07/2026
Stephen A. Schwarzman
Signature:/s/ Stephen A. Schwarzman
Name/Title:Stephen A. Schwarzman
Date:08/07/2026