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Stockholders' Equity / Member's Equity | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Stockholders' Equity / Member's Equity | Stockholders' Equity / Member's Equity Stockholders' Equity Prior to the IPO, Legence Holdings was reorganized to establish the Company’s current UP-C structure, under which Legence Corp., the publicly traded entity, became the sole managing member and consolidates Legence Holdings’ financial results. In connection with the Corporate Reorganization: •Legence Corp. became the sole managing member of Legence Holdings, providing Legence Corp. with 100% of the voting power of Legence Holdings. •All outstanding equity interests of Legence Holdings were recapitalized into LGN A Units and LGN B Units. The number of LGN A Units corresponds on a one-for-one basis with shares of the Company’s Class A Common Stock, while the number of LGN B Units corresponds on a one-for-one basis with shares of the Company’s Class B Common Stock. As of December 31, 2025, Legence Corp. and its subsidiaries held 63,856,975 LGN A Units and Legence Parent held 41,479,954 LGN B Units. •A noncontrolling interest was recognized to reflect the ownership of LGN B Units held by Legence Parent. Secondary Offering On December 16, 2025, the Company completed a secondary offering of 8,402,178 shares of Class A Common Stock on behalf of the Parent Entities at a price of $45.00 per share. In connection with the transaction, Legence Parent ML exchanged 5,200,808 issued and outstanding LGN B Units, together with an equal number of corresponding shares of Class B Common Stock, for an equal number of shares of Class A common stock. Additionally, the Parent Entities granted the underwriters a 30-day option to purchase up to 1,260,326 additional shares of Class A Common Stock. Subsequent to the year ended December 31, 2025, on January 8, 2026, the underwriters fully exercised the option to purchase 1,260,326 additional shares of Class A Common Stock, of which 780,121 were issued in exchange for LGN B Units, together with an equal number of corresponding shares of Class B Common Stock, held by Legence Parent ML. As a result of the exchanges, the LGN B Units that were previously classified as noncontrolling interests were converted into LGN A Units held by Legence Corp. and its subsidiaries, thereby increasing the Company’s ownership interest in Legence Holdings. The Company did not issue or sell any shares of Class A Common Stock in the offering and did not receive any proceeds from the sale of shares by the Parent Entities. Acquisitions In connection with the 2025 acquisitions, the Company issued 145,600 shares of Class A Common Stock. Subsequent to the year ended December 31, 2025, the Company issued 2,551,672 shares of Class A Common Stock as noncash consideration for the acquisition of Bowers and issued 149,331 shares of Class A Common Stock as noncash consideration for the acquisition of Metrix. Refer to “Note 4—Acquisitions” for additional information. Amendment and Restatement of Certificate of Incorporation In connection with the IPO and Corporate Reorganization, the certificate of incorporation of Legence Corp. was amended and restated to provide for the authorization of (i) 1,000,000,000 shares of Class A Common Stock, (ii) 200,000,000 shares of Class B Common Stock, and (iii) 50,000,000 shares of preferred stock, each with a par value of $0.01 per share. Class A Common Stock Shares of Class A common stock have both voting and economic rights. Each share of Class A Common Stock entitles the holder to one vote per share. Shares of Class A Common Stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A Common Stock do not have preemptive, subscription, redemption or conversion rights. Class B Common Stock Shares of Class B Common Stock have voting but no economic rights. Holders of Class B Common Stock are entitled to one vote per share. Each share is issued for nominal consideration solely to maintain voting alignment with LGN B Units, and will be surrendered and cancelled upon the exchange of LGN B Units for shares of Class A Common Stock. Preferred Stock As of December 31, 2025, no shares of preferred stock were issued or outstanding. Under the Company’s Amended and Restated Certificate of Incorporation, the Board may issue shares of preferred stock in one or more series without further approval from holders of common stock. For each series, the Board has the authority to determine the number of shares and to establish the designations, powers, preferences, and rights of such shares, as well as any qualifications, limitations, or restrictions, including dividend rights, conversion or exchange features, voting rights, redemption provisions, and liquidation preferences. Refer to “Note 1—Nature of Operations” for a summary of Member's Equity and structure prior to the IPO and Corporate Reorganization. Tax distributions of $1.4 million were made during the year ended 2024. During the year ended December 31, 2023, there were no tax distributions. During the years ended December 31, 2024 and 2023, the Company made capital distributions of $300.2 million and $1.5 million, respectively, including $0.4 million for the return to holders of Restricted Series C Common Interests for the year ended December 31, 2024. Please refer to “Note 13—Stock-Based Compensation and Long-term Incentive Awards” for additional information related to Series A Interests and Restricted Series C Interests. Subsequent to the year ended December 31, 2025, on February 25, 2026, the Board adopted the 2026 Employee Stock Purchase Plan ("2026 ESPP"), including the reservation of 1,580,053 shares of Class A Common Stock for issuance under the 2026 ESPP. The 2026 ESPP is subject to the approval of our stockholders. Pursuant to the 2026 ESPP, eligible employees may contribute up to 15% of their cash compensation during quarterly purchase periods for the purchase of Class A Common Stock up to an annual maximum of $25,000 per employee. On each purchase date, participants are entitled to acquire shares of Class A Common Stock at 90% of the Company's closing price on such date.

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