Legence Corp.

S-11 d833270ds1.htm S-1

As filed with the U.S. Securities and Exchange Commission on August 15, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1601 Las Plumas Avenue

San Jose, CA 95133

**(833)534-3623 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Sprau

Chief Executive Officer

1601 Las Plumas Avenue

San Jose, CA 95133

**(833)534-3623 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and it is not soliciting an offer to buy such securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2025

PRELIMINARY PROSPECTUS

** Shares**

This is the initial public offering of the Class A common stock, par value $0.01 per share, of Legence Corp., a Delaware corporation. We are offering shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock.

We intend to list our Class A common stock on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LGN.”

The initial public offering price per share of the Class A common stock is estimated to be between $ and $ .

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock, par value $0.01 per share. Holders of shares of our Class A common stock and Class B common stock are entitled to one vote for each share of Class A common stock and Class B common stock, respectively, held of record on all matters on which stockholders are entitled to vote generally. See “Description of Capital Stock.”

Upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of our ownership of LGN Units (as defined below), which we will acquire from Legence Holdings (as defined below) with the net proceeds from this offering, collectively representing an aggregate % economic interest in Legence Holdings. The remaining % economic interest in Legence Holdings will be owned by the Existing Owners (as defined below) through their ownership of LGN Units.

After the completion of this offering, a group of investment funds managed by Blackstone Inc. will beneficially own approximately % of the combined voting power of our Class A common stock and Class B common stock. As a result, we will be a “controlled company” within the meaning of the Nasdaq rules. See “Management—Status as a Controlled Company.”

Investing in our Class A common stock involves risks, including those described under “Risk Factors” beginning on page 22 of this prospectus.

At our request, the underwriters have reserved up to % of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us. See “Underwriting (Conflicts of Interest)—Directed Share Program.”

We and the selling stockholder (as defined below) have granted the underwriters the option for a period of 30 days after the date of this prospectus to purchase up to additional shares of Class A common stock from us and additional shares of Class A common stock from the selling stockholder on the same terms and conditions set forth above.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares on or about , 2025.

Joint Lead Book-Running Managers

Bookrunners

Co-Manager

Blackstone Capital Markets

Prospectus dated , 2025