Legence Corp-A美股招股说明书(2025-12-15版)

Legence Corp. ClassA Common Stock The selling stockholders named in this prospectus are offering 8,402,178 shares of ClassA common stock, par value $0.01 per share (“ClassA CommonStock”), to the underwriters in a firm commitment offering. We are not selling any shares of ClassA Common Stock under this prospectus and will notreceive any proceeds from the sale of shares in this offering by the selling stockholders. Prior to the consummation of this offering, one of the sellingstockholders will exchange LGN Units for shares of our ClassA Common Stock to be sold by it in the offering. See “Principal and SellingStockholders” and “Certain Relationships and Related Party Transactions—Exchange Agreement.” Our ClassA Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LGN.” On December11, 2025, the last reportedsale price of our ClassA Common Stock on the Nasdaq was $45.80 per share. Investing in our ClassA Common Stock involves risks, including those described under “Risk Factors” beginning onpage 18 of this prospectus. (1)We refer you to “Underwriting (Conflicts of Interest)” beginning on page159 of this prospectus for additional information regarding underwritingcompensation. 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 purchaseup to 1,260,326 additional shares of ClassA 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 thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Penserra Securities LLC Table of Contents TABLE OF CONTENTS Commonly Used Defined TermsPresentation of Financial and Operating DataIndustry and Market DataTrademarks and Trade NamesProspectus SummaryThe OfferingSummary of Risk FactorsSummary Historical Financial DataRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsIndustry Overview Business Management Underwriting (Conflicts of Interest) Legal Matters Experts Where You Can Find More Information Index to Financial Statements Neither we, nor the selling stockholders, nor the underwriters have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus preparedby 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 in this prospectus and any free writing prospectus prepared by us or on our behalf. You should not assumethat the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business,financial condition, results of operations and prospects may have changed since such dates. We and the selling stockholders are not, and the underwritersare 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 ourcontrol. “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contain additional information regarding these risks. Table of Contents 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 followingmeanings: •“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 requestfor 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 ourcontracted fixed-price projects.•“Blackstone” or “Sponsor” refers to investment funds associated with Blackstone Inc.•“Blackstone Fund” refers to BX Refficiency Aggregator LP.•“Blocker Entities” refers to the entities that are taxable as corporations for U.S. federal tax purposes through which certain of the ExistingOwners indirectly hold LLC Interests.•“ClassA Common Stock” refers to the ClassA common stock of Legence Corp., par value $0.01 per share.•“ClassB Common Stock” refers to the ClassB common stock of Legence Corp., par value $0.01 per share.•“client” refers to a company whose f