Legence Corp-A美股招股说明书(2026-04-08版)

Legence Corp. ClassA Common Stock The selling stockholders named in this prospectus are offering 13,386,185 shares of ClassA common stock, par value $0.01 per share (“ClassACommon Stock”), to the underwriters in a firm commitment offering. We are not selling any shares of ClassA Common Stock under this prospectus andwill 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 theselling stockholders 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 April7, 2026, the last reported saleprice of our ClassA Common Stock on the Nasdaq was $54.98per share. Investing in our ClassA Common Stock involves risks, including those described under “Risk Factors” beginning onpage 15 of this prospectus. PershareTotalPrice to the public$54.00$722,853,990Underwriting discounts and commissions(1)$1.89$25,299,890Proceeds to the selling stockholders (before expenses)$52.11$697,554,100 (1)We refer you to “Underwriting (Conflicts of Interest)” beginning on page44 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 2,007,927 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. The underwriters expect to deliver the shares on or about April9, 2026. Joint Lead Book-Running Managers Jefferies GoldmanSachs&Co.LLC BofA Securities Joint Bookrunners Table of Contents TABLE OF CONTENTS Commonly Used Defined TermsPresentation of Financial and Operating DataIndustry and Market DataTrademarks and Trade NamesProspectus SummaryThe OfferingSummary Historical and Pro Forma Financial DataRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsPrincipal and Selling StockholdersCorporate ReorganizationCertain Relationships and Related Party TransactionsDividend PolicyDescription of Capital StockMaterial U.S.Federal Income Tax Considerations for Non-U.S. HoldersUnderwriting (Conflicts of Interest)Legal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by ReferenceIndex 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 or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any freewriting prospectus prepared by us or on our behalf. We, the selling stockholders and the underwriters take no responsibility for, and can provide noassurance as to the reliability of, any information other than the information contained or incorporated by reference in this prospectus, any amendmentor supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. You should assume that the information appearing inthis prospectus or any free writing prospectus is accurate only as of the date on its respective cover, and that any information incorporated by referenceherein or therein is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations andprospects may have changed since such dates. We and the selling stockholders are not, and the underwriters are not, making an offer to sell thesesecurities 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, a