Exempt Offering Notice · D

Legence Corp.

LGNNASDAQEQUITYCurrent

Exempt Offering Notice

Filed Nov 12, 2026Accepted Nov 12, 2026, 4:56 PM ESTFiling CIK 2052568Accession 0001193125-26-458670

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Structured filing — D

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Issuer

Name: Legence Corp.
CIK: 0002052568
Entity type: Corporation
Jurisdiction: DELAWARE
Phone: (833) 534-3623
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133
Year incorporated: 2025
Incorporated within five years: true
Previous issuer names: None
Previous EDGAR names: None

Related person 1

First name: Jeffrey
Last name: Sprau
Relationships: Executive Officer · Director
Relationship clarification: Chief Executive Officer and Director
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 2

First name: Bryce
Last name: Seki
Relationships: Executive Officer
Relationship clarification: General Counsel and Secretary
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 3

First name: Stephen
Last name: Butz
Relationships: Executive Officer
Relationship clarification: Chief Financial Officer
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 4

First name: Gregory
Last name: Barnes
Relationships: Executive Officer
Relationship clarification: Chief People and Technology Officer
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 5

First name: Stephen
Last name: Hansen
Relationships: Executive Officer
Relationship clarification: Chief Operating Officer
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 6

First name: Justin
Last name: Schwartz
Relationships: Executive Officer
Relationship clarification: Chief Strategy Officer
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 7

First name: Terrence
Last name: Keenen
Relationships: Director
Relationship clarification: [blank]
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 8

First name: David
Last name: Coghlan
Relationships: Director
Relationship clarification: [blank]
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 9

First name: Robert
Last name: Crisci
Relationships: Director
Relationship clarification: [blank]
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 10

First name: Christie
Last name: Kelly
Relationships: Director
Relationship clarification: [blank]
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 11

First name: Bilal
Last name: Khan
Relationships: Director
Relationship clarification: [blank]
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Related person 12

First name: Robert
Last name: Nimocks
Relationships: Director
Relationship clarification: [blank]
Street: 1601 Las Plumas Avenue
City: San Jose
State / country code: CA
State / country: CALIFORNIA
Postal code: 95133

Offering

Industry: Other Energy
Revenue range: Over $100,000,000
Exemption codes: 06b
Amendment: false
First sale date: 2026-11-01
Offering lasts more than one year: false
Equity securities: true
Business combination: true
Business combination clarification: This offering is being made in connection with an acquisition whereby Legence Corp. and its wholly-owned subsidiary purchased 100% of the membership interests of Central Texas Industrial Contractors LLC from Goebler Holdings, Inc.
Minimum investment accepted: 0
Total offering amount: 10,000,000
Amount sold: 10,000,000
Remaining amount: 0
Amount clarification: [blank]
Non-accredited investors reported: false
Investors already participating: 1

Commissions, fees and proceeds

Sales commissions: 0
Finders’ fees: 0
Commission / fee clarification: [blank]
Gross proceeds used: 0
Use of proceeds clarification: [blank]

Signature authorization

Authorized representative: false

Signature 1

Issuer: Legence Corp.
Signer: Bryce Seki
Signed: /s/ Bryce Seki
Title: General Counsel and Secretary
Date: 2026-11-12

Company context

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.

Current securities

LGNNASDAQ · EQUITY · Current

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