Form 4: Blackstone Entities Divest Legence Corp. Class A Shares

Blackstone-affiliated entities exchanged Class B units for Class A common stock and subsequently sold a significant portion of their Legence Corp. Class A shares in a secondary offering.

Summary

• Blackstone EMA III L.L.C. and related entities, including Blackstone Inc. and Stephen A. Schwarzman, reported changes in beneficial ownership of Legence Corp. shares.
• On December 16, 2025, Legence Parent ML LLC ("Parent ML") exchanged 5,200,808 Class B Units of Legence Holdings LLC for an equal number of Legence Corp. Class A Common Stock.
• Concurrently, Parent ML forfeited 5,200,808 shares of Legence Corp. Class B Common Stock for no additional consideration.
• In connection with a secondary offering, Parent ML sold 5,200,808 shares of Class A Common Stock at a public offering price of $45.00 per share, less underwriting discounts and commissions of $1.575 per share.
• Legence Parent II ML LLC ("Parent II ML"), another Blackstone-controlled entity, also sold 3,201,370 shares of Class A Common Stock at the same price of $45.00 per share, less underwriting discounts.
• The total gross value of Class A Common Stock sold by Parent ML and Parent II ML was approximately $378.1 million (8,402,178 shares * $45.00/share).
• Following these transactions, Parent ML indirectly beneficially owns 5,379,379 shares of Class A Common Stock and 41,479,954 Class B Common Stock (representing Class B Units).
• Parent II ML indirectly beneficially owns 25,642,999 shares of Class A Common Stock.
• The Class B Units of Legence Holdings LLC are exchangeable for Class A Common Stock on a one-for-one basis and do not expire; Class B Common Stock does not represent economic interests in the Issuer.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale by a major institutional investor, which can sometimes be interpreted as a reduction in confidence or a move to realize gains. While it increases public float, the immediate market reaction could be cautious.

Positives

• The secondary offering provides liquidity for the selling Blackstone-affiliated entities.
• The transaction increases the public float of Legence Corp.'s Class A Common Stock, potentially improving market liquidity for other shareholders.

Negatives

• A significant sale by a major institutional investor and 10% owner could be perceived negatively by the market, potentially signaling a reduction in conviction.
• The sale introduces a large block of shares into the market, which could exert downward pressure on the stock price in the short term.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Legence Corp.'s future performance or strategic direction, focusing solely on the reported transactions.

Industry Context

Secondary offerings by major institutional investors like Blackstone are common mechanisms for private equity firms to monetize their investments in publicly traded companies. These transactions can increase a company's public float and liquidity, which is generally viewed positively, but the sheer volume of shares entering the market can also create short-term price volatility. The energy efficiency and infrastructure sector, in which Legence Corp. operates, often sees such capital movements as investors adjust their portfolios.

Related Party Transactions

• The exchange of Class B Units for Class A Common Stock and the subsequent sale of Class A Common Stock were conducted by entities (Parent ML and Parent II ML) controlled by Blackstone, which is a 10% owner and has director representation on Legence Corp.'s board. These transactions are considered related party dealings.

Stakeholder Impact

• Shareholders: Increased public float may lead to better liquidity for Legence Corp. shares. However, the large volume of shares sold by a significant owner could create selling pressure and potentially impact share price.
• Blackstone Entities: Realized significant proceeds from the sale, providing liquidity for their investment.

Key Dates

Keywords

Legence Corp, LGN, Blackstone, SEC Form 4, Insider Sale, Secondary Offering, Beneficial Ownership, Class A Common Stock, Class B Units, Equity Transaction