Form S-1

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S-1 1 d43269ds1.htm FORM S-1 Form S-1

As filed with the U.S. Securities and Exchange Commission on April 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Legence Corp.

(Exact name of registrant as specified in its charter)

Delaware

1711

33-2905250

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

1601 Las Plumas Avenue

San Jose, CA 95133

(833) 534-3623

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Sprau

Chief Executive Officer

1601 Las Plumas Avenue

San Jose, CA 95133

(833) 534-3623

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Matthew R. Pacey, P.C.
Michael W. Rigdon, P.C.
Billy Vranish
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, TX 77002
(713) 836-3600

Byron B. Rooney

Roshni Banker Cariello

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and it is not soliciting an offer to buy such securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 6, 2026

PRELIMINARY PROSPECTUS

11,000,000 Shares

LOGO

Legence Corp.

Class A Common Stock

The selling stockholders named in this prospectus are offering 11,000,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), to the underwriters in a firm commitment offering. We are not selling any shares of Class A Common Stock under this prospectus and will not receive any proceeds from the sale of shares in this offering by the selling stockholders. Prior to the consummation of this offering, one of the selling stockholders will exchange LGN Units for shares of our Class A Common Stock to be sold by it in the offering. See “Principal and Selling Stockholders” and “Certain Relationships and Related Party Transactions—Exchange Agreement.”

Our Class A Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LGN.” On April 2, 2026, the last reported sale price of our Class A Common Stock on the Nasdaq was $58.68 per share.

Investing in our Class A Common Stock involves risks, including those described under “Risk Factors” beginning on page 15 of this prospectus.


	Per share	Total
Price to the public	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to the selling stockholders (before expenses)	$	$

(1)	We refer you to “Underwriting (Conflicts of Interest)” beginning on page 44 of this prospectus for additional information regarding underwriting compensation.

The selling stockholders (as defined below) have granted the underwriters the option for a period of 30 days after the date of this prospectus to purchase up to 1,650,000 additional shares of Class A Common Stock on the same terms and conditions set forth above.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares on or about , 2026.

Joint Lead Book-Running Managers



Goldman Sachs & Co. LLC		Jefferies

BofA Securities

Co-Manager

Blackstone Capital Markets

Prospectus dated , 2026.

TABLE OF CONTENTS


Commonly Used Defined Terms			ii

Presentation of Financial and Operating Data			iv

Industry and Market Data			iv

Trademarks and Trade Names			iv

Prospectus Summary			1

The Offering			9

Summary Historical and Pro Forma Financial Data			11

Risk Factors			15

Cautionary Note Regarding Forward-Looking Statements			18

Use of Proceeds			20

Principal and Selling Stockholders			21

Corporate Reorganization			24

Certain Relationships and Related Party Transactions			27

Dividend Policy			31

Description of Capital Stock			32

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders			39

Underwriting (Conflicts of Interest)			44

Legal Matters			54

Experts			54

Where You Can Find More Information			55

Incorporation of Certain Information by Reference			56

Index to Financial Statements			F-1

Neither we, nor the selling stockholders, nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any information other than the information contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. You should assume that the information appearing in this prospectus or any free writing prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference herein or therein is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such dates. We and the selling stockholders are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contain additional information regarding these risks.

COMMONLY USED DEFINED TERMS

As used in this prospectus, unless the context indicates or otherwise requires, references to “LGN,” “Legence,” the “Company,” “we,” “us,” “our” and like terms are to Legence Corp., a Delaware corporation, and its wholly owned subsidiaries. In addition, the terms listed below have the following meanings:

•

“Aggregators” refers to, collectively, Legence Parent and Legence Parent II.

•

“awarded contracts” refers to, as of any date of determination, the expected revenue values of projects awarded to us following a request for proposals but for which a formal contract has not yet been signed.

•

“backlog” refers to, as of any date of determination, the expected revenue values of the remaining performance obligations under our contracted fixed-price projects.

•

“Blackstone” or “Sponsor” refers to investment funds associated with Blackstone Inc.

•

“Blocker Entities” refers to the entities that are taxable as corporations for U.S. federal tax purposes through which certain of the Existing Owners indirectly hold LLC Interests.

•

“Class A Common Stock” refers to the Class A common stock of Legence Corp., par value $0.01 per share.

•

“Class B Common Stock” refers to the Class B common stock of Legence Corp., par value $0.01 per share.

•

“client” refers to a company whose facility we are performing services in, whether they contract with us directly or through an intermediary that subcontracts to us.

•

“Common Stock” refers to, collectively, the Class A Common Stock and the Class B Common Stock.

•

“Consolidated Financial Statements” refers to the consolidated financial statements of Legence as of December 31, 2025 and December 31, 2024 and for the years ended December 31, 2025, 2024 and 2023.

•

“Corporate Reorganization” has the meaning ascribed to it in “Presentation of Financial and Operating Data.”

•

“Credit Agreement” refers to that certain Credit Agreement, dated as of December 16, 2020, by and among Legence Intermediate, as holdings, Legence Holdings, as borrower, Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and an L/C issuer, the guarantors party thereto from time to time and the lenders party thereto from time to time, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

•

“customer” refers to a company, institution or intermediary, including architects and general contractors, who purchases services directly from us. If a client contracts directly with us, they are also a customer.

•

“Exchange Agreement” refers to that certain exchange agreement among the Company, Legence Holdings and Legence Parent and other persons from time to time party thereto, as amended from time to time.

•

“Existing Owners” refers, collectively, to Blackstone and the Management Members that directly and indirectly own equity interests in Legence Parent and Legence Parent II.

•

“HVAC” refers to heating, ventilation and air conditioning.

•

“job” refers to a specific scope of work for which there is a contract and a defined fee or charge.

•

“Legence Holdings” refers to Legence Holdings LLC, a Delaware limited liability company.

•

“Legence Intermediate” refers to Legence Intermediate LLC, a Delaware limited liability company.

•

“Legence Holdings LLC Agreement” refers to the amended and restated limited liability company agreement of Legence Holdings.

•

“Legence Parent” refers to Legence Parent LLC, a Delaware limited liability company.

•

“Legence Parent ML” refers to Legence Parent ML LLC, a Delaware limited liability company and wholly owned subsidiary of Legence Parent.

•

“Legence Parent II” refers to Legence Parent II LLC, a Delaware limited liability company.

•

“Legence Parent II ML” refers to Legence Parent II ML LLC, a Delaware limited liability company and wholly owned subsidiary of Legence Parent II.

•

“Legence Sub” refers to Legence PubCo Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Legence.

•

“LGN Units” refers to units representing limited liability company interests in Legence Holdings issued pursuant to the Legence Holdings LLC Agreement, which, with respect to holders other than Legence (including through the Pubco Subsidiaries), shall only be held along with a corresponding number of shares of Class B Common Stock.

•

“LGN Unit Holder” refers to a holder of LGN Units (other than Legence and the Pubco Subsidiaries) and a corresponding number of shares of Class B Common Stock.

•

“LLC Interests” refers to the limited liability company interests of Legence Parent prior to the Corporate Reorganization.

•

“Management Members” refers to certain current and former officers, employees and service providers (and their permitted transferees) of Legence Parent who directly or indirectly own equity interests in Legence Parent and Legence Parent II.

•

“MEP” refers to mechanical, electrical and plumbing.

•

“Pubco Subsidiaries” refers to certain wholly owned subsidiaries of Legence, through which Legence will indirectly own ownership interests in Legence Holdings following the Corporate Reorganization.

•

“Revolving Credit Facility” refers to the revolving facility provided under the Credit Agreement.

•

“selling stockholders” refers to Legence Parent ML and Legence Parent II ML.

•

“Tax Receivable Agreement” refers to that certain tax receivable agreement among Legence and the TRA Members.

•

“Term Loan Credit Facility” refers to the term loan facility provided under the Credit Agreement.

•

“TRA Members” refers to Legence Parent and Legence Parent II, as the initial TRA Members, and any others who may from time to time become party to the Tax Receivable Agreement.

iii

PRESENTATION OF FINANCIAL AND OPERATING DATA

Legence Corp. is a Delaware corporation that was formed for the purpose of effectuating an initial public offering (the “IPO”) that closed in September 2025. In connection with the IPO, the Company effected a series of corporate reorganization transactions (such transactions, collectively, the “Corporate Reorganization”) whereby an “Up-C structure” was implemented and the Existing Owners continued to own their interests through two aggregators: (i) Legence Parent, which owns LGN Units, Class A Common Stock and Class B Common Stock, and (ii) Legence Parent II, which owns Class A Common Stock. Please see “Corporate Reorganization” for additional information.

Our historical financial statements incorporated by reference in this prospectus reflect only the results of Legence Holdings, or our accounting predecessor, for periods prior to the consummation of the IPO. For periods after our IPO, our historical financial statements reflect the results of Legence Corp. giving effect to the Corporate Reorganization. Furthermore, on January 2, 2026, we consummated the Bowers Acquisition (as defined below). This prospectus includes and incorporates by reference historical financial statements of The Bowers Group, Inc. (“Bowers”), and also includes and incorporates by reference unaudited pro forma financial information that presents certain financial information of Bowers on a pro forma combined basis to give effect to the Bowers Acquisition as if it had occurred at the beginning of the periods presented.

INDUSTRY AND MARKET DATA

The market data and certain other statistical information included or incorporated by reference in this prospectus are based on a variety of sources, including independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included or incorporated by reference in this prospectus, based on management’s knowledge and experience, we believe that these third-party sources are reliable and that the third-party information included or incorporated by reference in this prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented or incorporated by reference herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

TRADEMARKS AND TRADE NAMES

This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus or in the documents incorporated by reference herein and does not contain all of the information you should consider before investing in shares of our Class A Common Stock. You should read this entire prospectus carefully, including the information incorporated by reference in this prospectus and any free writing prospectus prepared by us or on our behalf, including the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this prospectus, the documents incorporated by reference in this prospectus and the consolidated financial statements and the pro forma financial information, and the related notes thereto, contained elsewhere in this prospectus and incorporated by reference in this prospectus, as applicable, before you decide to invest in shares of our Class A Common Stock. The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto included elsewhere in this prospectus or incorporated by reference in this prospectus.

Unless otherwise indicated, the information presented in this prospectus assumes that the underwriters’ option to purchase additional shares of our Class A Common Stock is not exercised. Certain operational terms used in this prospectus are defined in the section titled “Commonly Used Defined Terms.”

Our Company

We are a leading provider of engineering, installation and maintenance services for mission-critical systems in buildings. We believe that providing integrated solutions for engineering, installing and maintenance of mechanical, electrical and plumbing (“MEP”) systems results in lower total cost, fewer change orders and faster turnaround times for our clients and higher win rates, better customer retention, incremental margin and more recurring revenue for us. We focus on high-growth sectors that have technically demanding buildings, including technology, life sciences, health care and education. We count more than 60% of the companies in the Nasdaq-100 Index as clients.

Our business is growing rapidly as data centers, manufacturers, pharmaceutical companies, hospitals, schools and universities make investments in both new and existing facilities to support growing demand for their products and services, reduce energy costs and increase resiliency. From 2022 to 2025, our revenues grew at a compound annual growth rate of approximately 27% and, after giving pro forma effect to acquisitions we made over that period, 15%. In 2025, we generated more than half of our revenues from “high growth industries,” which we define as clients operating in the data center and technology and life sciences and health care end-markets. As of December 31, 2025, we had $3.7 billion of backlog and awarded contracts, representing an increase of 49% over the same date last year.

We specialize in designing, fabricating and installing complex HVAC, process piping and other MEP systems for new facilities and upgrading HVAC, lighting and building controls in existing facilities to enhance building performance, improve reliability and drive efficiency. In 2025, we generated approximately 40% of our revenues from new building projects and approximately 60% of our revenues from retrofits, upgrades and maintenance for existing buildings. Our team includes approximately 1,200 MEP engineers and energy consultants, and approximately 7,000 technicians and craftspeople, including HVAC and plumbing service technicians, fitters, electricians and sheet metal workers.

We operate through two segments: Engineering & Consulting and Installation & Maintenance. Our Engineering & Consulting segment designs HVAC and other MEP systems for buildings, develops strategies to help reduce energy usage and enhance building performance, improve reliability and drive efficiency and provides program and project management services for clients’ installation and retrofit projects. From 2022 to 2025, our Engineering & Consulting segment revenues grew at a compound annual growth rate of approximately 30% and,

after giving pro forma effect to acquisitions we made over that period, approximately 12%. Our Engineering & Consulting segment generated 28.5% and 44.5% of our revenues and gross profit, respectively, in 2025.

Our Installation & Maintenance segment fabricates and installs HVAC systems, process piping and other MEP systems in new and existing industrial, commercial and institutional buildings and provides ongoing preventative and corrective maintenance services for those systems. Some of our installation clients choose to co-locate our employees at their sites to perform renovation and upgrade services on an ongoing basis. We have had an on-site presence with some of our clients for more than 20 years. The preventative maintenance work we perform is recurring pursuant to annual or multi-year contracts. From 2022 to 2025, our Installation & Maintenance segment revenues grew at a compound annual growth rate of approximately 26% and, after giving pro forma effect to acquisitions we made over that period, approximately 16%. Our Installation & Maintenance segment generated 71.5% and 55.5% of our revenues and gross profit, respectively, in 2024.

Our clients include large technology and industrial companies and public sector institutions who contract with us directly to provide services, as well as intermediaries such as architects and general contractors who subcontract MEP services to us as part of a larger project. We served approximately 20,000 clients from 2019 through 2025. In 2025, we generated less than 2% of our revenues from the federal government. Excluding maintenance contracts which can span multiple years, we typically complete most of our jobs within nine months. Approximately 60% of our revenues over the period from 2022 to 2025 were from jobs that had contract prices of less than $10 million, after giving pro forma effect to acquisitions made over that period. Our largest client represented approximately 9% of our revenues over the period from 2022 to 2025, after giving pro forma effect to acquisitions made over that period. In certain cases, we manage third-party contractors on behalf of our clients and we may pass those costs on directly to our customers as a specific line item or incorporate them into our overall contract price for the job. In the years ended December 31, 2025 and 2024, respectively, we paid subcontractors approximately $436.3 million and $350.7 million, respectively, in connection with their work on our projects. We also frequently purchase certain equipment that we install in our clients’ buildings. We may pass the cost of equipment on directly to our customers as a specific line item or incorporate the cost into our overall contract price for the job. In the years ended December 31, 2025 and 2024, we spent approximately $592.1 million and $457.3 million, respectively, on equipment for our clients’ projects.

We are headquartered in San Jose, California and, as of March 24, 2026, we had approximately 9,800 full-time employees, 116 physical locations and operated out of 46 U.S. states and the District of Columbia. For the year ended December 31, 2025, we generated $2,550.5 million in revenue, $77.3 million in net loss and $298.8 million in Adjusted EBITDA representing a Net Loss Margin of (3.0)% and Adjusted EBITDA Margin of 11.7%. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures, for a reconciliation to the nearest generally accepted accounting principles in the United States (“GAAP”) financial measure, please see “Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below.

Our Market Opportunity

Demand for our services is driven primarily by investment in new and existing industrial, commercial and public sector buildings in the United States. Investments in nonresidential buildings in the United States grew from $279 billion in 2021 to $437 billion in 2024, representing a compound annual growth rate of 16%, according to Dodge Construction Network. Investments in buildings in the market segments where we focus—data centers, technology, semiconductors, life sciences, healthcare and education—grew at a 22% compound annual growth rate over the same period, according to Dodge Construction Network, nearly 40% faster than overall investments in nonresidential buildings in the United States. We believe key drivers supporting continued growth in demand for our services include:

•

Increasing investment in data centers to support more cloud-based applications and artificial intelligence (“AI”). Rapidly growing demand for cloud services, as well as the computational

resources required to train and run artificial intelligence models, is driving increasing investment in data centers. Facilities investment in data centers grew from $7 billion in 2021 to an estimated $48 billion in 2025 and is forecast to grow to $70 billion by 2029, according to Dodge Construction Network.

•

Continued “reshoring” of U.S. manufacturing. A combination of increasing tariffs, growing intellectual property and geopolitical risks, attractive federal incentives for “domestic content” and the narrowing wage gap between U.S. and international workers is prompting many companies to move their offshore manufacturing operations back to the United States. Investment in manufacturing facilities in the United States grew at a compound annual growth rate of 50% from 2021 to 2024, according to Dodge Construction Network.

•

Growing demand for solutions that can address rising electricity prices and declining power availability. The average price of electricity in the U.S. increased 23% from 2020 to 2024, which compares to an increase of only 8% in the prior ten-year period from 2010 to 2020 according to the U.S. Energy Information Administration. We believe that rising power prices have prompted businesses and institutions to seek ways to make their buildings more energy efficient to mitigate the impact of rising energy costs on their operations. According to the World Economic Forum, businesses can reduce their energy usage by as much as 49% and generate an average return on investment of 24% by making energy efficiency upgrades, according to a working paper by the Real Estate Research Institute in conjunction with Lawrence-Berkeley National Laboratory. At the same time as they are confronting higher power prices, we believe that many companies’ growth plans are being constrained by utility delays in connecting their new facilities to the grid as load growth outstrips available transmission capacity. Accelerating load growth has prompted regulators, utilities and businesses to implement energy efficiency programs as a lower cost and faster alternative to address load growth as compared to building new generation and transmission and distribution infrastructure.

•

Continued need for outside expertise to help meet corporate sustainability goals. According to Deloitte’s 2025 Global C-suite Sustainability Report, more than 80% of surveyed executives report increasing sustainability investments, reflecting a sustained commitment to environmental and social initiatives across industries. We believe that businesses and institutions will continue to seek outside expertise to ensure they are able to deliver on the sustainability commitments they have made to shareholders, customers and the communities where they operate.

Our Strengths

We believe the following strengths of our business position us to capitalize on continued growth in demand for engineering, consulting, installation and maintenance services; reinforce our leadership position in the markets we focus on; and distinguish us from our competitors:

•

Direct beneficiary of megatrends. We believe our focus on data centers, manufacturing facilities and energy efficiency upgrades positions us to benefit from increasing investment in data centers, the reshoring of manufacturing, rising power prices and accelerating load growth. According to Dodge Construction Network, facilities investments in data centers grew from $7 billion in 2021 to an estimated $48 billion in 2025 and is forecast to grow to $70 billion by 2029. According to data from the U.S. Census Bureau, total private construction spending on manufacturing facilities was $195 billion in January 2026, near the highest level ever recorded. In 2025, we generated approximately 40% of our revenues from new building projects and approximately 60% of our revenues from retrofits, upgrades and maintenance for existing buildings.

•

Deep technical expertise in mission-critical systems. We have over 100 years of experience working in technically demanding buildings, and we specialize in designing and installing mission-critical

systems, including HVAC systems for data centers and life sciences facilities, and process piping for semiconductor and life sciences manufacturing. We count more than 60% of the companies in the Nasdaq-100 Index as clients and successfully completed more than 415,000 jobs from 2019 to 2025. We believe there are a limited number of companies with our capabilities and expertise which positions us to win market share in these fast-growing sectors.

•

National footprint with an established presence in major data center, technology and manufacturing hubs. We serve clients nationwide, hold engineering or contracting licenses in all 50 U.S. states and operate out of 46 U.S. states and the District of Columbia. We believe our national footprint allows us to serve growing clients wherever they are located. We have a longstanding presence in Northern California, Northern Virginia and Phoenix, and we are expanding our services to various geographies including Iowa, West Texas and Atlanta. These geographic markets account for approximately 52% of the capacity from planned and under construction data centers across the United States, according to Cushman Wakefield. We believe our established presence in these key regions positions us to work with rapidly growing firms that are likely to invest in new and existing buildings.

•

In-house engineering and consulting capabilities. We offer engineering, consulting and installation as an integrated service to our clients, and we complete approximately 10,000 engineering jobs annually. In-house engineering and consulting allows us to: engage with prospective clients earlier than our competitors who provide only installation services; more accurately estimate job costs, which allows us to price more competitively; minimize change orders, which we believe strengthens our relationships with our clients; shorten the amount of time it takes to conceive and complete projects; deliver higher performing systems; capture incremental margin; and play an integral role in shaping and implementing our clients’ building performance and efficiency programs.

•

In-house fabrication and modular construction capabilities. We have six facilities strategically located across the United States, including an ISO Class 7 cleanroom, where we fabricate and construct modular components, including plenums, ducts, piping, electrical and other components for the systems that we install. Prefabricating components and modular construction at these locations allows us to deliver higher quality at a lower cost and in less time than our competitors who fabricate components in the field. We have served approximately 1,400 clients using our in-house fabrication and modular construction capabilities. Our fabrication and modular construction capabilities also allow us to compete for jobs located in regions where we do not yet have an installation workforce.

•

Significant client diversity and small job sizes that mitigate client and project risk. We completed jobs for more than 9,500 clients in 2025. Approximately 60% of our revenues over the period from 2022 to 2025 were from jobs that had contract prices of less than $10 million, after giving pro forma effect to acquisitions made over that period. We believe the large number of clients that we serve, combined with our small average job size, reduces our dependence on any single client, as well as the impact that any individual project has on our profitability. Historically, our smaller jobs have earned higher margins than our larger jobs. We believe 80% of our jobs meet or exceed our initial margin estimates. Between 2021 to 2025, the largest loss we incurred on a job was approximately $1.3 million, after giving pro forma effect to acquisitions made over that period.

•

Longstanding relationships with “blue chip,” repeat clients and history of growing revenues from existing clients. We strive to build long-term relationships with large clients that make significant investments in new or existing buildings every year. The average length of our relationship with our top 10 clients is 23 years, with many greater than 40 years. Additionally, we have dedicated teams of technicians that are co-located at many of our clients’ facilities to assist with the ongoing renovation, operation and maintenance of their building systems.

•

Strong management team and a collaborative, client-centric culture. Our management team has an average of more than 25 years of experience growing high performing service businesses. They are

experts at managing large and diverse workforces to deliver projects on-time and on-budget while operating safely. We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence. We believe that operating with purpose, passion and creativity benefits our clients, stakeholders and employees as well as the communities where we operate.

•

Demonstrated ability to attract, cultivate and retain high quality employees. We are a people business that depends on attracting and retaining high quality employees to continue our growth. To ensure we can attract and develop the best employees, we have partnered with trade unions to develop apprenticeship programs for craftsmen and technicians and with universities to create internship and co-op opportunities for engineering students. In 2025, approximately 1,100 apprentices and 200 engineering students gained on-the-job training experience and exposure to our company through our apprenticeship and internship programs. These programs allow us to identify future talent early, as well as expose prospective employees to our company and culture in a more comprehensive manner than is possible through a traditional recruiting process. We also seek to build leadership skills in our existing employees through our Leadership Development Program, which includes leadership summits and training sessions to enhance skills and foster discussions of best practices across the organization.

•

Proven acquiror with a track record of successfully integrating acquired companies. We have a successful history of acquiring and integrating businesses to expand our service offerings and geographic footprint. We have a dedicated team of corporate development professionals who focus on identifying privately owned businesses that are undergoing generational transitions or seeking additional opportunities and resources. Our experience is that these companies are often interested in selling to us specifically because of our collaborative culture, history of innovative projects and reputation with key clients. We have completed approximately 24 acquisitions since December 2020, the majority of which had purchase prices of less than $50 million and were acquired in a bilateral process rather than through a competitive auction. We appoint a dedicated integration project manager and follow an integration “playbook” for every acquisition we make that includes predefined integration tasks designed to increase revenues and drive consistency in administrative and reporting functions. We believe by applying a consistent playbook to integration, we minimize disruption to our operations and maximize revenue synergies.

Our Growth Strategy

We grew our revenues at a compound annual growth rate of approximately 15% from 2022 to 2025, after giving pro forma effect to acquisitions we made over that period. We intend to continue to grow our revenues by:

•

Focusing on high-growth end markets and services, including data centers, life sciences, advanced manufacturing, healthcare and energy efficiency upgrades. Our strategy is to grow our revenues faster than the market by focusing on the sectors that we believe are growing their investment in buildings the fastest. We believe that investment in data centers, life sciences and manufacturing facilities will grow faster than investment in other types of buildings and that energy efficiency upgrades will be a major area for investment in all types of buildings. We are building new client relationships in these industries by hiring additional sales resources with experience and relationships in the sectors we are targeting. We are also elevating the profile of our company and brands through partnerships with key industry associations that we believe are viewed as thought leaders in building technology and performance, including the American Society of Heating, Refrigerating and Air-Conditioning Engineers (“ASHRAE”), the Green Building Initiative (“GBI”) Data Center Program and the U.S. Green Building Council (“USGBC”). Since 2021, we have added more than 2,700 new clients, after giving pro forma effect to acquisitions we made over that period.

•

Growing wallet share with existing, high-value clients. Our strategy is to identify existing high-value clients who we can provide additional services to with the goal of increasing our revenues and

deepening our relationships. We are continuously enhancing our processes to ensure that our relationship managers inform our clients about the range of services we offer. We are also intensifying our marketing initiatives to increase awareness of our comprehensive range of services by targeting key decisionmakers and influencers. In particular, we are highlighting our extensive experience in mission-critical building systems and our work in high-growth industries such as data centers and life sciences.

•

Increasing recurring revenues by growing our maintenance and service business. We generated approximately 13% of our 2025 revenues from our Maintenance & Service service line, after giving pro forma effect to acquisitions we made in 2025. Our Maintenance & Service revenue grew at a compound annual growth rate of approximately 23% from 2022 to 2025. Maintenance services are attractive to us because they generate higher margins than our other installation services, do not rely on continued investment in facilities to grow and are typically recurring in nature. Our strategy is to increase revenue from maintenance services by hiring additional sales staff and technicians that focus on securing new maintenance contracts. Additionally, we have designed our account management strategies to highlight our maintenance capabilities with the goal of growing our maintenance service work with existing clients.

•

Making “bolt-on” acquisitions that expand our geographic footprint and increase density in demand-rich markets. We believe that acquisitions can accelerate our growth by creating access to new clients, expanding our footprint to new regions and adding capabilities in new areas. We are continuously evaluating potential acquisitions of engineering, consulting, installation and maintenance service providers in the United States. Our strategy is to acquire best-in-class engineering and consulting firms focused on energy efficiency, as well as leading installation and maintenance service providers. We seek to acquire companies that have a track record of strong financial performance and safe operations and are in regions that are experiencing significant growth. In addition, we will consider acquisitions of companies with complementary services to our own and companies that operate in attractive international markets.

Recent Developments

Bowers Acquisition

On January 2, 2026, we and our wholly owned subsidiary, Legence Subsidiary Holdings, LLC, a Delaware limited liability company (the “Purchaser”), consummated the previously announced acquisition of Bowers (the “Bowers Acquisition”) pursuant to the Equity Purchase Agreement (the “Purchase Agreement” and, the consummation of the transactions contemplated thereby, the “Bowers Acquisition Closing”), dated as of November 13, 2025, by and among the Company, the Purchaser, Bowers, and Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The David O’Donnell Revocable Trust dated Nov. 15, 2008 (collectively, the “Sellers”). Pursuant to the Purchase Agreement, the Sellers caused Bowers and certain of its subsidiaries to convert into Maryland limited liability companies and the Sellers contributed 100% of their equity interests of Bowers (the “Bowers Interests”) to TBG 2026, LLC (“NewCo”), a newly formed Delaware limited liability company wholly owned by the Sellers, which joined as a party to the Purchase Agreement, and (ii) the Purchaser purchased from NewCo all of the Bowers Interests in exchange for 2,551,672 shares of Class A Common Stock and approximately $325 million in cash, subject to customary post-closing adjustments (such cash amount, the “Bowers Cash Consideration”).

In addition, on the terms and subject to the conditions set forth in the Purchase Agreement, on December 31, 2026 (the “Deferred Consideration Date”), NewCo will receive an amount equal to $50 million (the “Deferred Consideration”), payable in either, or any combination of, as determined in the Purchaser’s sole discretion, (i) cash or (ii) shares of Class A Common Stock. The amount of any shares of Class A Common Stock issued in connection with the satisfaction of the Deferred Consideration payment obligation (any such shares, the “Deferred Consideration Shares”) will be determined based on the volume weighted average sales price of the

Class A Common Stock, as traded on Nasdaq, calculated for the 10 trading day period ending on the last trading day that occurs at least 3 days prior to the Deferred Consideration Date. Any Deferred Consideration Shares issued shall be subject to applicable restrictive legends pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

The Purchaser funded the Bowers Cash Consideration and all fees and expenses related to the Bowers Acquisition payable by the Purchaser at or prior to the Bowers Acquisition Closing with a combination of the Purchaser’s cash on hand, borrowings under the Revolving Credit Facility and the full proceeds of the term loans provided pursuant to Amendment No. 12 to the Credit Agreement (as further discussed below).

For the year ended September 30, 2025 and three months ended December 31, 2025, respectively, Bowers generated total revenue of approximately $767 million and $262 million, net income of approximately $69 million and $22 million and EBITDA of approximately $72 million and $23 million.

EBITDA for Bowers (“Bowers EBITDA”) is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate Bowers’ performance. EBITDA is defined as net income, plus depreciation and amortization, interest income and income tax expense. Bowers EBITDA should not be considered an alternative to net income that is derived in accordance with GAAP. Management believes that the exclusion of the above-described items from net income in the presentation of Bowers EBITDA enables us and our investors to more effectively evaluate Bowers’ operations period over period and to identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes these measures may be useful for investors in comparing Bowers’ operating results with those of other companies.

The following table provides a reconciliation of Bowers’ net income, the most directly comparable financial measure presented in accordance with GAAP, to EBITDA for the periods presented herein (dollars in thousands):


	Year Ended Ended September 30, 2025			Three Months Ended December 31, 2025
Net income	$	68,618		$	22,031
Depreciation and amortization		1,736			442
Interest income		(2,474	)		(608	)
Income tax expense		4,250			992

EBITDA	$	72,130		$	22,857

Credit Facility Amendments

On January 2, 2026, Legence Holdings and certain of its subsidiaries entered into Amendment No. 12 to the Credit Agreement (“Amendment No. 12”). Amendment No. 12, among other things, incrementally increased commitments under the Term Loan Credit Facility by an aggregate principal amount of $200 million, which commitments, in connection with the Bowers Acquisition Closing, were drawn in full on January 2, 2026. The additional commitments and term loans provided pursuant to Amendment No. 12 have terms identical to the other existing term loans outstanding under the Term Loan Credit Facility.

On January 15, 2026, Legence Holdings amended the Credit Agreement to allow individual letter of credit issuers party to the Credit Agreement to exceed their own individual letter of credit commitment in their sole discretion.

Principal Stockholders

Blackstone (NYSE: BX) is one of the world’s leading investment firms. Blackstone’s alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. Through its different businesses, Blackstone had total assets under management of approximately $1.3 trillion as of December 31, 2025.

Corporate Information

Our principal executive offices are located at 1601 Las Plumas Avenue, San Jose, CA 95133, and our telephone number at that address is (833) 534-3623. Our website is available at www.wearelegence.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

The Offering

Class A Common Stock offered by the selling stockholders

11,000,000 shares (or 12,650,000 shares if the underwriters exercise in full their option to purchase additional shares).

Option to purchase additional shares

The selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,650,000 shares of our Class A Common Stock.

Class A Common Stock to be outstanding after this offering

74,146,916 shares (or 75,168,239 shares if the underwriters exercise in full their option to purchase additional shares).

Class B Common Stock to be outstanding immediately after completion of this offering

33,891,016 shares (or 32,869,693 shares, if the underwriters exercise in full their option to purchase additional shares), or one share for each LGN Unit held by the LGN Unit Holders immediately following this offering. Class B Common Stock is non-economic. When an LGN Unit is exchanged for a share of Class A Common Stock, a corresponding share of Class B Common Stock will be surrendered.

Use of proceeds

We will not receive any proceeds from the sale of shares in this offering by the selling stockholders. See “Use of Proceeds.”

Dividend policy

Our board of directors may elect to declare cash dividends on our Class A Common Stock, subject to our compliance with applicable law, and depending on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity, earnings, legal requirements and restrictions in the agreements governing our indebtedness (as further discussed below). The payment of any future dividends will be at the discretion of our board of directors. We have not adopted, and do not currently expect to adopt, a written dividend policy. The section titled “Dividend Policy” contains more information.

Lock-up agreements

In connection with this offering, the Company and its executive officers, directors, selling stockholders and certain other entities have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their shares of Class A Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock during the period from the date of this prospectus continuing through the date 90 days after the date of this prospectus except with the prior written consent of any two of the representatives. See “Underwriting (Conflicts of Interest).”

Material tax consequences

For a discussion of material U.S. federal income tax consequences that may be relevant to prospective non-U.S. holders, please see the section entitled “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders.”

Listing

Our Class A Common Stock is listed on the Nasdaq under the symbol “LGN.”

Risk factors

You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 15 of this prospectus and the other risk factors incorporated by reference into this prospectus before deciding to invest in our Class A Common Stock.

Transfer agent

Equiniti Trust Company, LLC.

Conflicts of Interest

Certain of the underwriters and/or their affiliates may act as agents or lenders under margin loans with the selling stockholders, which may be paid down with some or all of the net proceeds of this offering. Any such underwriter that, together with its affiliates and associated persons, receives at least 5% of the net proceeds of this offering will be deemed to have a “conflict of interest” under Financial Industry Regulatory Authority (“FINRA”) Rule 5121. Further, because certain affiliates of Blackstone Securities Partners L.P., an underwriter in this offering, own in excess of 10% of the outstanding LGN Units, Blackstone Securities Partners L.P. is deemed to have a “conflict of interest” under FINRA Rule 5121. Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering. In accordance with FINRA Rule 5121(c), no sales of the shares in this offering will be made to any discretionary account over which any underwriter having a conflict of interest under FINRA Rule 5121 exercises discretion without the prior specific written approval of the account holder.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

We prepared the summary consolidated financial data using our consolidated financial statements for each of the periods presented. The summary consolidated financial data for each fiscal year in the three-year period ended December 31, 2025 was derived from the audited historical consolidated financial statements of Legence incorporated by reference in this prospectus.

The summary unaudited pro forma financial data as of and for the year December 31, 2025 reflects the effect of the Bowers Acquisition, Corporate Reorganization and the IPO on the historical financial information of Legence on a pro forma basis as if they had occurred on January 1, 2025. The unaudited pro forma historical financial data is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have existed or the financial results that would have occurred if this offering and acquisition had occurred on the dates indicated, nor are they necessarily indicative of the financial position or results of our operations in the future.

The historical results are not necessarily indicative of the results to be expected in any future period. You should read the following summary financial and other data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) incorporated by reference in this prospectus, the historical financial statements included and incorporated by reference in this prospectus and in the section of this prospectus titled “Corporate Reorganization.”


	Legence Historical									Legence Pro Forma
	As of and for the Year Ended December 31,									As of and for the Year Ended December 31,
	2023			2024			2025			2025
(Dollars in thousands)
Statements of Operations Information:
Revenue	$	1,615,062		$	2,098,602		$	2,550,491		$	3,449,898
Cost of revenue		1,299,916			1,667,835			2,014,566			2,753,314

Gross profit		315,146			430,767			535,925			696,584
Selling, general and administrative		186,058			242,888			342,627			440,484
Depreciation and amortization		80,241			97,153			100,365			156,322
Acquisition-related costs		3,794			5,634			5,739			15,815
Changes in the fair value of contingent consideration liabilities		31,071			—			—			—
Goodwill impairment		5,051			17,804			24,966			24,966
Loss (gain) on sale of property and equipment		—			—			(326	)		(326	)
Long-lived asset impairment		—			—			2,415			2,415
Equity in earnings of joint venture		(1,329	)		(3,063	)		(1,443	)		(1,443	)

Income from operations		10,260			70,351			61,582			58,351
Other expense (income):
Interest expense, net of capitalized interest		68,196			91,609			101,778			73,141
Interest income		(4,249	)		(5,464	)		(4,488	)		(6,989	)
Loss on debt extinguishment		—			—			6,651			6,651
Credit agreement amendment fees		—			7,801			6,302			9,388
Other expense (income), net		257			(473	)		6,481			6,413

Total other expense, net		64,204			93,473			116,724			88,604

Loss before income tax		(53,944	)		(23,122	)		(55,142	)		(30,253	)
Income tax expense (benefit)		(7,918	)		4,521			22,161			17,465

Net loss		(46,026	)		(27,643	)		(77,303	)		(47,718	)


	Legence Historical									Legence Pro Forma
	As of and for the Year Ended December 31,									As of and for the Year Ended December 31,
	2023			2024			2025			2025
(Dollars in thousands)
Net income (loss) attributable to noncontrolling interests		—			912			(17,523	)		(16,920	)

Net loss attributable to Legence	$	(46,026	)	$	(28,555	)	$	(59,780	)	$	(30,798	)

Balance Sheet Information:
Cash and cash equivalents				$	81,167		$	230,166		$	165,150
Total assets				$	2,352,500		$	2,679,396		$	3,265,176
Total liabilities				$	2,148,908		$	1,890,601		$	2,390,907
Total equity				$	203,592		$	788,795		$	874,269
Statements of Cash Flows Information:
Cash provided by operating activities	$	33,917		$	29,268		$	256,873
Cash used in investing activities⁽¹⁾	$	(133,902	)	$	(243,985	)	$	(54,047	)
Cash (used in) provided by financing activities	$	128,471		$	206,964		$	(53,827	)
Other Financial Information:
Net Loss Margin⁽²⁾		(2.8	)%		(1.3	)%		(3.0	)%
Subcontractor Expense⁽³⁾	$	234,837		$	350,719		$	436,323
Equipment Expense	$	385,770		$	457,293		$	592,064
Adjusted EBITDA⁽⁴⁾	$	166,410		$	229,625		$	298,825
Adjusted EBITDA Margin⁽⁵⁾		10.3	%		10.9	%		11.7	%

(1)	Cash flows used in investing activities primarily consist of payments for the acquisition of businesses, capital expenditures and proceeds from the sale of property and equipment.

(2)	Net loss divided by revenue.

(3)

Subcontractor Expense represents the cost of third-party contractors that we use and is included in Cost of Revenue. We typically incur Subcontractor Expense in connection with the provision of construction management services. On jobs where we use subcontractors, we may pass those costs on directly to our customers as a specific line item or incorporate them into our overall contract price for the job.

(4)	Adjusted EBITDA is not calculated in accordance with GAAP. See “—Non-GAAP Financial Measures” for a description of Adjusted EBITDA and a reconciliation to the most directly comparable GAAP measure.

(5)	Adjusted EBITDA Margin is not calculated in accordance with GAAP. See “—Non-GAAP Financial Measures” for a description of Adjusted EBITDA Margin and a reconciliation to the most directly comparable GAAP measure.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin are financial measures not presented in accordance with GAAP but are intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Adjusted EBITDA is defined as net loss adjusted to exclude, or otherwise reflect, interest expense, net of capitalized interest, interest income, income tax expense (benefit), depreciation and amortization, credit agreement amendment fees, goodwill impairment, long-lived asset impairment, net (gain) loss on sale and disposition of property and equipment, loss on debt extinguishment, changes in the fair value of contingent consideration liabilities, acquisition and integration costs, system deployment costs, strategic initiative costs, indemnification asset adjustments, Tax Receivable Agreement liability remeasurements, stock-based compensation expense, accelerated project sale and litigation settlement. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin should not be

considered alternatives to net loss or net loss margin, respectively, as determined in accordance with GAAP. Management believes that the exclusion of the above-described items from net loss in the presentation of the non-GAAP measures identified above enables us and our investors to more effectively evaluate our operations period over period and to identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes these measures may be useful for investors in comparing our operating results with those of other companies.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are that such measures:

•

may exclude the recurring expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and the assets being depreciated and amortized may have to be replaced in the future;

•

do not reflect changes in our working capital needs;

•

do not reflect the interest (income) expense on our indebtedness; or

•

do not reflect the income tax (benefit) provision we are required to make.

In order to evaluate our business, we encourage you to review the financial statements incorporated by reference in this prospectus, and not rely on a single financial measure to evaluate our business.

The following table provides a reconciliation of our Net Loss, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA, and a calculation of Adjusted EBITDA Margin for the periods presented herein (dollars in thousands):


	For the Year Ended December 31,
	2022			2023			2024		2025
Net loss	$	(82,274	)	$	(46,026	)	$	(27,6

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form S-1 filed by Legence Corp.