Legence Corp.

S-11 d77404ds1.htm S-1

As filed with the U.S. Securities and Exchange Commission on December 9, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**Form S-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 the effective date of this Registration Statement.

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, 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. The selling stockholders 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 DECEMBER 9, 2025

PRELIMINARY PROSPECTUS

7,000,000 Shares

The selling stockholders named in this prospectus are offering 7,000,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), to the underwriters in a firm commitment offering. We are not selling any shares of Class A Common Stock under this prospectus and will not receive any proceeds from the sale of shares in this offering by the selling stockholders. Prior to the consummation of this offering, one of the selling stockholders will exchange LGN Units for shares of our Class A Common Stock to be sold by it in the offering. See “Principal and Selling Stockholders” and “Certain Relationships and Related Party Transactions—Exchange Agreement.”

Our Class A Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LGN.” On December 8, 2025, the last reported sale price of our Class A Common Stock on the Nasdaq was $47.50 per share.

Investing in our Class A Common Stock involves risks, including those described under “Risk Factors” beginning on page 18 of this prospectus.

The selling stockholders (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 1,050,000 additional shares of Class A Common Stock 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

Co-Manager

Blackstone Capital Markets

Prospectus dated , 2025.