Legence Corp-A 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-42838 Legence Corp.___________________________ (Exact name of registrant as specified in its charter) 33-2905250 (I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The registrant was not a public company as of the last business day of its most recently completed second quarter and therefore cannot calculatethe aggregate market value of its voting and non-voting common stock held by non-affiliates at such date. As of March 24, 2026, there were an aggregate 108,037,932 shares of common stock of the registrant outstanding, including 67,338,099 sharesof Class A common stock, par value $0.01 per share, and 40,699,833 shares of Class B common stock, par value $0.01 per share. TABLE OF CONTENTS Cautionary Statement Regarding Forward-Looking StatementsSummary of Risk Factors Part I Item 1.Business5Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments42Item 1C.Cybersecurity42Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43 Part II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.Reserved45Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk68Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information136Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections136 Part III Item 10.Directors, Executive Officers and Corporate Governance137Item 11.Executive Compensation141Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters157Item 13.Certain Relationships and Related Transactions, and Director Independence159Item 14.Principal Accounting Fees and Services162 Part IV Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K SummarySignatures 164166167 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Some of the information in this Annual Report on Form 10-K (this "Annua