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Acquisitions | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions Acquisitions are recorded under the acquisition method of accounting, and the total consideration transferred is allocated to the acquired net tangible and identifiable intangible assets based primarily on their fair values as of the acquisition dates. The estimated fair value of identified intangible assets are Level 3 fair value measurements and are determined using discounted cash flow techniques. Such fair value is estimated using a multi-period excess earnings method for customer relationships and backlog and a relief from royalty method for trade names. The significant assumptions used in estimating fair value of customer relationships and backlog include i) the estimated life the asset will contribute to cash flows, such as remaining contractual terms, (ii) revenue growth rates and EBITDA margins, (iii) attrition rate of customers, and (iv) the estimated discount rates that reflect the level of risk associated with receiving future cash flows. The significant assumptions used in estimating fair value of trade names include estimated discount rates and estimated royalties that would be paid to license a comparable asset. The royalty rates used in this method are based on published comparable market royalty transactions. 2025 Acquisitions: On October 1, 2025, the Company acquired Innovative Mechanical & Design, LLC ("IMD"). IMD is a mechanical contracting business based in Colorado. This acquisition expands the Company's geographic footprint in mechanical services. The IMD operations and associated goodwill are included in the Installation & Maintenance segment. During the year ended December 31, 2025, the Company completed one other immaterial acquisition (“Other 2025 Acquisition”). The business is a part of the Engineering & Consulting segment and is an MEP engineering business based in Arizona. This acquisition expands the Company’s customer base and provides additional opportunities for cross-selling. Total consideration transferred of $21.5 million for the 2025 acquisitions consists of the following (in thousands):
| IMD |  | Other 2025 Acquisition |  | Total
Cash | $ | 9,302 |  |  | $ | 6,818 |  |  | $ | 16,120 |
Issuance of Legence Corp. Class A Common Stock | 3,589 |  |  | 449 |  |  | 4,038 |
Holdback | 1,000 |  |  | 341 |  |  | 1,341 |
Purchase price receivable | (37) |  |  | — |  |  | (37) |
Total consideration transferred | $ | 13,854 |  |  | $ | 7,608 |  |  | $ | 21,462 |
The Company issued 145,600 shares of Class A Common Stock as part of the 2025 acquisitions. Holdback amounts reflect consideration transferred to be paid in cash after the acquisition date assuming conditions for release of the holdback are met. As of December 31, 2025, there was $1.3 million in holdback included in Accrued and other current liabilities on the Consolidated Balance Sheets related to 2025 acquisitions. A summary of the purchased assets and liabilities for the 2025 acquisitions acquired at their fair value was as follows (in thousands):
| IMD |  | Other 2025 Acquisition |  | Total
Cash | $ | — |  |  | $ | 76 |  |  | $ | 76 |
Accounts receivable | 3,293 |  |  | 989 |  |  | 4,282 |
Contract assets | 419 |  |  | 225 |  |  | 644 |
Prepaid expenses and other current assets | — |  |  | 3 |  |  | 3 |
Property and equipment | 1,318 |  |  | 23 |  |  | 1,341 |
Operating lease right-of-use assets | 634 |  |  | 121 |  |  | 755 |
Goodwill | 3,232 |  |  | 3,139 |  |  | 6,371 |
Intangible assets | 7,690 |  |  | 4,070 |  |  | 11,760 |
Other assets | — |  |  | 8 |  |  | 8 |
| 16,586 |  |  | 8,654 |  |  | 25,240 |
Accounts payable | (1,100) |  |  | (64) |  |  | (1,164) |
Accrued compensation and benefits | (215) |  |  | (74) |  |  | (289) |
Accrued and other current liabilities | (152) |  |  | (18) |  |  | (170) |
Contract liabilities | (631) |  |  | (769) |  |  | (1,400) |
Current portion of operating lease liabilities | (238) |  |  | (104) |  |  | (342) |
Operating lease liabilities, net of current portion | (396) |  |  | (17) |  |  | (413) |
| (2,732) |  |  | (1,046) |  |  | (3,778) |
Net acquired assets | $ | 13,854 |  |  | $ | 7,608 |  |  | $ | 21,462 |
Finite-lived intangible assets that are being amortized using the straight-line method over their estimated lives at the applicable acquisition dates in 2025 consist of the following (in thousands, except weighted-average useful lives):
| IMD |  | Other 2025 Acquisition |  | Total |  | Weighted- average Useful Life (in years)
Customer relationships | $ | 5,040 |  |  | $ | 3,250 |  |  | $ | 8,290 |  |  | 8.3
Trade names | 1,900 |  |  | — |  |  | 1,900 |  |  | 9.3
Contract backlog | 750 |  |  | 820 |  |  | 1,570 |  |  | 1.7
| $ | 7,690 |  |  | $ | 4,070 |  |  | $ | 11,760 |  |  |
Goodwill arising from acquisitions is derived largely from expected synergies and growth as well as the acquired assembled workforces. Goodwill is deductible for tax purposes for the 2025 acquisitions. Total acquisition-related costs of $0.6 million were incurred during the year ended December 31, 2025 related to 2025 acquisitions. These costs are included within Acquisition-related costs in the Consolidated Statements of Operations for the year ended December 31, 2025. Subsequent acquisitions On November 13, 2025, the Company entered into an equity purchase agreement to acquire all of the outstanding equity of The Bowers Group, Inc. (“Bowers”). The acquisition was completed on January 2, 2026. Bowers is a mechanical contracting company based in Maryland. This acquisition adds mechanical contracting capabilities to the Company's existing electrical contracting capabilities in the mid-Atlantic region. The operations will be included in the Installation & Maintenance segment. On March 1, 2026, the Company acquired Metrix Engineers, LLC ("Metrix"). Metrix is an MEP engineering business based in Washington. This acquisition expands the Company's geographic footprint in engineering services. The operations will be included in the Engineering & Consulting segment. Total consideration transferred of $459.9 million for the 2026 acquisitions consists of the following, subject to customary post‑closing purchase price adjustments (in thousands):
| Bowers |  | Metrix |  | Total
Cash | $ | 283,104 |  |  | $ | 25,181 |  |  | $ | 308,285 |
Issuance of Legence Corp Class A Common Stock | 98,635 |  |  | 7,802 |  |  | 106,437 |
Deferred consideration | 44,941 |  |  | — |  |  | 44,941 |
Holdback | — |  |  | 250 |  |  | 250 |
Total consideration transferred | $ | 426,680 |  |  | $ | 33,233 |  |  | $ | 459,913 |
For the Bowers acquisition, the Company issued 2,551,672 shares of Class A Common Stock. The deferred consideration is payable on December 31, 2026, in cash, Class A Common Stock, or a combination, at the Company’s discretion. The Company incurred incremental term loan borrowings of $200.0 million to partially finance the Bowers acquisition. Refer to "Note 9—Deb t." For the Metrix acquisition, the Company issued 149,331 shares of Class A Common Stock. The 2026 acquisitions are business combinations and will be accounted for under the acquisition method. The initial accounting for the 2026 acquisitions is incomplete, and therefore the Company is unable to disclose the information required by ASC 805. The Company will include relevant disclosures as required in the first quarter of 2026. Included in Acquisition-related costs in the Consolidated Statements of Operations for the year ended December 31, 2025 is $4.5 million for the Bowers acquisition. 2024 Acquisitions: On March 1, 2024, the Company acquired all of the outstanding equity of P2S LP (“P2S”). P2S is a consulting engineering, commissioning and construction management services firm based in California. This acquisition expands the Company’s services to new geographic markets and priority end markets throughout the Western United States. The P2S operations and associated goodwill are included in the Engineering & Consulting segment. On July 1, 2024, the Company acquired all of the outstanding equity of AMA Consulting Engineers Holdings LLC (“AMA”). AMA is a consulting engineering, commissioning and construction management firm based in New York. This acquisition expands the Company’s geographic footprint, technical offerings and end markets. The AMA operations and associated goodwill are included in the Engineering & Consulting segment. During the year ended December 31, 2024, the Company completed one other immaterial acquisition (“Other 2024 Acquisition”). The business is a part of the Engineering & Consulting segment and is an energy and sustainability advisory firm based in California. This acquisition expands the Company’s service offerings with a focus on providing sustainability services, strategy, benchmarking and reporting services to commercial real estate clients. Total consideration transferred of $243.7 million for the 2024 acquisitions consists of the following (in thousands):
| P2S |  | AMA |  | Other 2024 Acquisition |  | Total
Cash | $ | 62,520 |  |  | $ | 154,916 |  |  | $ | 3,203 |  |  | $ | 220,639 |
Parent issuance of Parent interests | 20,719 |  |  | — |  |  | 1,381 |  |  | 22,100 |
Holdback | — |  |  | 983 |  |  | — |  |  | 983 |
Total consideration transferred | $ | 83,239 |  |  | $ | 155,899 |  |  | $ | 4,584 |  |  | $ | 243,722 |
Parent issued 9,189 and 613 Series C Common Interests in the Company's purchase of P2S and Other 2024 Acquisition, respectively. The fair value of Parent interests was estimated utilizing the OPM. Holdback amounts reflect consideration transferred to be paid in cash after the acquisition date assuming conditions for release of the holdback are met. As of December 31, 2025, there was $1.0 million in holdback included in Accrued and other current liabilities on the Consolidated Balance Sheets related to 2024 acquisitions. A summary of the purchased assets and liabilities for the 2024 acquisitions acquired at their fair value was as follows (in thousands):
| P2S |  | AMA |  | Other 2024 Acquisition |  | Total
Cash | $ | 1,330 |  |  | $ | 2,578 |  |  | $ | — |  |  | $ | 3,908 |
Accounts receivable | 16,843 |  |  | 27,123 |  |  | — |  |  | 43,966 |
Contract assets | 6,254 |  |  | 5,521 |  |  | 11 |  |  | 11,786 |
Prepaid expenses and other current assets | 1,532 |  |  | 506 |  |  | — |  |  | 2,038 |
Property and equipment | 5,074 |  |  | 2,605 |  |  | — |  |  | 7,679 |
Operating lease right-of-use assets | 19,746 |  |  | 3,537 |  |  | — |  |  | 23,283 |
Goodwill | 28,193 |  |  | 96,643 |  |  | 1,685 |  |  | 126,521 |
Intangible assets | 37,800 |  |  | 46,250 |  |  | 3,020 |  |  | 87,070 |
Other assets | 340 |  |  | 12,377 |  |  | — |  |  | 12,717 |
| 117,112 |  |  | 197,140 |  |  | 4,716 |  |  | 318,968 |
Accounts payable | (53) |  |  | (8,891) |  |  | (33) |  |  | (8,977) |
Accrued compensation and benefits | (3,963) |  |  | (4,129) |  |  | — |  |  | (8,092) |
Accrued and other current liabilities | (3,966) |  |  | (2,831) |  |  | — |  |  | (6,797) |
Contract liabilities | (6,238) |  |  | (9,443) |  |  | (96) |  |  | (15,777) |
Current portion of operating lease liabilities | (1,313) |  |  | (850) |  |  | — |  |  | (2,163) |
Current portion of long-term debt | — |  |  | (316) |  |  | — |  |  | (316) |
Operating lease liabilities, net of current portion | (18,288) |  |  | (2,947) |  |  | — |  |  | (21,235) |
Long-term debt, net of current portion | — |  |  | (65) |  |  | — |  |  | (65) |
Other long-term liabilities | — |  |  | (11,769) |  |  | — |  |  | (11,769) |
Deferred tax liabilities, net | (52) |  |  | — |  |  | (3) |  |  | (55) |
| (33,873) |  |  | (41,241) |  |  | (132) |  |  | (75,246) |
Net acquired assets | $ | 83,239 |  |  | $ | 155,899 |  |  | $ | 4,584 |  |  | $ | 243,722 |
In the AMA acquisition, the Company assumed unrecognized tax benefits associated with consolidated VIEs, including interest and penalties, of $11.8 million, which was recorded in Other long-term liabilities on the Consolidated Balance Sheet. The seller agreed to indemnify the Company for the outcome of these unrecognized tax benefits. Accordingly, the Company recognized a corresponding indemnification asset in Other assets. As of December 31, 2025, the asset and liability were $8.0 million and $8.0 million, respectively. During the year ended December 31, 2025, the Company recognized a reduction in the liability for unrecognized tax benefits and related interest and penalties. Refer to “Note 1 8—Income Taxes” for further information. As a result, the Company recognized a $3.8 million reduction in the related indemnification asset as Other expense in the Consolidated Statement of Operations during the year ended December 31, 2025. Finite-lived intangible assets that are being amortized using the straight-line method over their estimated lives at the applicable acquisition dates in 2024 consist of the following (in thousands, except weighted-average useful lives):
| P2S |  | AMA |  | Other 2024 Acquisition |  | Total |  | Weighted- average Useful Life (in years)
Customer relationships | $ | 27,600 |  |  | $ | 42,000 |  |  | $ | 2,850 |  |  | $ | 72,450 |  |  | 10.4
Trade names | 4,900 |  |  | — |  |  | — |  |  | 4,900 |  |  | 11.8
Contract backlog | 5,300 |  |  | 4,250 |  |  | 170 |  |  | 9,720 |  |  | 1.4
| $ | 37,800 |  |  | $ | 46,250 |  |  | $ | 3,020 |  |  | $ | 87,070 |  |  |
During the year ended December 31, 2025, the purchase accounting was completed for all 2024 acquisitions without any material measurement period adjustments. Goodwill arising from acquisitions is derived largely from expected synergies and growth as well as the acquired assembled workforces. Goodwill is deductible for tax purposes for the P2S, AMA and the Other 2024 Acquisition. Total acquisition-related costs of $5.6 million were incurred during the year ended December 31, 2024, including $2.3 million for P2S and $2.6 million for AMA. These costs are included within Acquisition-related costs in the Consolidated Statements of Operations for the year ended December 31, 2024. 2023 Acquisitions: On August 1, 2023, the Company acquired all the outstanding equity of San Jose Boiler Works, Inc. ("San Jose Boiler"). San Jose Boiler is a full spectrum boiler sales, installation, maintenance and repair service company operating in California. The acquisition expands the Company's technical offerings and capabilities in Northern California while growing the service and maintenance base. The consideration transferred primarily includes cash and promissory notes issued to the sellers with face amounts totaling $3.3 million, consisting of 3-year promissory notes totaling $1.8 million and 1.5-year promissory notes totaling $1.5 million. The promissory notes accrue interest at a 6.0% annual rate, which may be added to the principal amount of the notes on an annual basis at the option of the Company. The acquisition-date fair value of the promissory notes was $3.2 million. The San Jose Boiler operations and associated goodwill are included in the Installation & Maintenance segment. On September 1, 2023, the Company acquired all the outstanding equity of A.O. Reed & Co. ("A.O. Reed"). A.O. Reed is a mechanical contracting company based in California. The acquisition expands the Company's fabrication, installation and maintenance services to new geographic markets and priority end markets. The consideration transferred includes an earnout provision for attainment of targeted EBITDA, as defined in the purchase agreement, for the year ended December 31, 2023, up to $12.0 million. The acquisition-date fair value of the contingent consideration was $11.5 million. The A.O. Reed operations and associated goodwill are included in the Installation & Maintenance segment. On November 1, 2023, the Company acquired all the outstanding equity of OCI Associates, LLC ("OCI"). OCI is a consulting engineering and commissioning services firm based in Florida. The acquisition expands the Company's technical offerings to new geographic markets and priority end markets. The consideration transferred includes an earnout provision for attainment of targeted EBITDA, as defined in the purchase agreement, for the year ended December 31, 2023, up to $3.0 million. The acquisition-date fair value of the contingent consideration was $2.4 million. The OCI operations and associated goodwill are included in the Engineering & Consulting segment. During the year ended December 31, 2023, the Company completed one other immaterial acquisition (“Other 2023 Acquisition”) and recognized a bargain purchase gain of $0.3 million, included in Other (income) expense, net on the Consolidated Statements of Operations, which was derived primarily from negotiating directly with sellers without a competitive bidding process. Total consideration transferred of $188.5 million for the 2023 acquisitions consists of the following (in thousands):
| San Jose Boiler |  | A.O. Reed |  | OCI |  | Other 2023 Acquisition |  | Total
Cash | $ | 9,888 |  |  | $ | 99,691 |  |  | $ | 24,453 |  |  | $ | — |  |  | $ | 134,032 |
Parent issuance of Parent interests | — |  |  | 33,333 |  |  | 4,018 |  |  | — |  |  | 37,351 |
Contingent consideration (earnout) | — |  |  | 11,529 |  |  | 2,400 |  |  | — |  |  | 13,929 |
Promissory notes due to seller | 3,150 |  |  | — |  |  | — |  |  | — |  |  | 3,150 |
Total consideration transferred | $ | 13,038 |  |  | $ | 144,553 |  |  | $ | 30,871 |  |  | $ | — |  |  | $ | 188,462 |
Parent issued 22,053 and 2,557 Series C Common Interests in the Company's purchase of A.O. Reed and OCI, respectively. The fair value of Parent interests was estimated utilizing the OPM. Contingent consideration is valued using a Monte Carlo Analysis. For the A.O. Reed and OCI acquisitions, the contingent consideration relates to sellers who became employees of the Company and therefore are related parties. Holdback amounts reflect consideration transferred to be paid in cash after the acquisition date assuming conditions for release of the holdback are met. Goodwill arising from acquisitions is derived largely from expected synergies and growth as well as the acquired assembled workforces. Goodwill is deductible for tax purposes for the A.O. Reed and OCI acquisitions. Goodwill is not deductible for tax purposes for the San Jose Boiler acquisition. Total Acquisition-related costs of $3.8 million were incurred during the year ended December 31, 2023, including $2.0 million for A.O. Reed, $1.0 million for OCI and $0.5 million for San Jose Boiler. These costs are included within Acquisition-related costs in the Consolidated Statements of Operations for the year ended December 31, 2023. Supplemental Pro Forma Information (Unaudited) Pro forma results for the 2025 acquisitions are not presented as they are not material to the Company's Consolidated Financial Statements. The following unaudited supplemental pro forma results of operations for Legence are presented as if 2024 acquisitions had been consummated on January 1, 2023 and 2023 acquisitions had been consummated on January 1, 2022. These unaudited supplemental pro forma results are provided for illustrative purposes only and may not be indicative of the actual results that would have been achieved by the combined companies or the future results of the combined companies (in thousands).
| Year Ended December 31,
| 2024 |  | 2023
Revenue | $ | 2,151,196 |  |  | $ | 1,985,764 |
Net loss attributable to Legence | $ | (18,156) |  |  | $ | (69,498) |
These pro forma combined historical results were adjusted for: an increase in interest expense for debt incurred by the Company to finance the transactions, increased depreciation and amortization expense due to the fair value of fixed assets and intangible assets, adjustments for operating lease right-of-use asset lease expense, and the reclassification of transaction expenses to the beginning of the respective pro forma period for each acquisition. The pro forma combined historical results do not eliminate the impact of Acquisition-related costs nor any cost savings or other synergies that may result from the acquisitions. Results of Operations The results of the businesses acquired in 2025 are not presented as they are immaterial to the Company's Consolidated Financial Statements. For the year ended December 31, 2024, Revenue of $105.9 million and Net loss attributable to Legence of $(2.8) million are included in the Consolidated Statements of Operations for the businesses acquired in 2024. For the year ended December 31, 2023, Revenue of $101.4 million and Net income attributable to Legence of $4.4 million are included in the Consolidated Statements of Operations for the businesses acquired in 2023.

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