Legence Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

Legence Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (833) 534-3623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(b) Information required by Item 403(c) of Regulation S-K regarding arrangements known to the registrant which may at a subsequent date result in a change in control.

The information set forth under Item 8.01 below is incorporated by reference into this Item 5.01.

On November 21, 2025, Legence Parent LLC and Legence Parent II LLC, affiliates of the investment funds associated with or designated by Blackstone Inc. that are the current majority owners of Legence Corp. (the “Company”), informed the Company as follows:

“A wholly-owned subsidiary of Legence Parent LLC (such subsidiary, the “Facility 1 Borrower”) has entered into (i) a Margin Loan Agreement dated as of November 21, 2025 (the “Facility 1 Loan Agreement”) with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Lenders”), and (ii) Pledge and Security Agreements dated as of November 21, 2025 (the “Closing Date”), pursuant to which the Facility 1 Borrower pledged on the Closing Date all of the Class A common stock of the Company (the “Class A Common Stock”), the Class B common stock of the Company (the “Class B Common Stock”) and the Class B Units of Legence Holdings LLC (the “Common Units”) owned by it as collateral to secure repayment of amounts outstanding under the Loan Agreement, and may be required to post additional collateral in certain circumstances (the “Facility 1 Pledge Agreements”).

In addition, a wholly-owned subsidiary of Legence Parent II LLC (such subsidiary, the “Facility 2 Borrower” and, collectively with the Facility 1 Borrower, the “Borrowers”) has entered into (i) a Margin Loan Agreement dated as of the Closing Date (the “Facility 2 Loan Agreement” and, collectively with the Facility 1 Loan Agreement, the “Loan Agreements”) with Goldman Sachs Bank USA, as administrative agent, and the Lenders, and (ii) Pledge and Security Agreements dated as of the Closing Date, pursuant to which the Facility 2 Borrower pledged on the Closing Date all of the Class A Common Stock owned by it as collateral to secure repayment of amounts outstanding under the Facility 2 Loan Agreement, and may be required to post additional collateral in certain circumstances (the “Facility 2 Pledge Agreements” and, collectively with the Facility 1 Pledge Agreements, the “Pledge Agreements”; and the Pledge Agreements, collectively with the Loan Agreements, the “Loan Documents”). Each of the Borrowers is affiliated with Blackstone Inc.

As of the Closing Date, the Borrowers have borrowed an aggregate of $650 million under the Loan Agreements. Pursuant to the Pledge Agreements, to secure borrowings under the Loan Agreements, the Borrowers have collectively pledged 29,022,940 shares of Class A Common Stock (collectively, the “Class A Pledged Shares”), 46,680,762 shares of Class B Common Stock (collectively, the “Class B Pledged Shares” and, collectively with the Class A Pledged Shares, the “Pledged Shares”), and 46,680,762 Common Units (collectively, the “Pledged Units”). As of the Closing Date, the Pledged Shares and Pledged Units collectively represented approximately 72% of the issued and outstanding Class A Common Stock, assuming the exchange of all outstanding Common Units (other than those held directly or indirectly by the Company), together with a corresponding number of shares of Class B Common Stock, for shares of Class A Common Stock on a one for one basis.

The Loan Agreements contain customary default provisions. In the event of a default under the Loan Agreements by the Borrowers, the Secured Parties may foreclose upon any and all Pledged Shares and Pledged Units.”

The Company did not independently verify or participate in the preparation of the foregoing disclosure. In addition, the Company is not a party to the Loan Documents and has no obligations thereunder, but has delivered letter agreements to each of the Lenders in which it has, among other things, agreed, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies by the Lenders under the Pledge Agreements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.