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 1421, 2025

Legence Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-42838	~~001-42838~~	33-2905250	~~33-2905250~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

1601 Las Plumas AvenueSan Jose, CA		95133
1601 Las Plumas Avenue San Jose, CA	95133
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~TradingSymbol(s)~~

~~Name of each exchangeon which registered~~

Class A common stock, par value $0.01 per share

LGN

The Nasdaq Stock Market LLC

~~LGN~~

~~The Nasdaq Stock Market LLC~~

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. ☐

Item 25.~~02 Results~~01. ofChange ~~Operations~~in ~~and~~Control ~~Financial~~of ~~Condition~~Registrant.

On(b) ~~November~~Information ~~14,~~required ~~2025,~~by ~~Legence~~Item ~~Corp.~~ 403(~~the “Company”~~c) ~~issued~~of aRegulation ~~press~~S-K ~~release~~regarding ~~announcing~~arrangements ~~its~~known ~~financial~~to ~~and operating results for~~ the ~~third~~registrant ~~quarter~~which ~~ending~~may ~~September~~at ~~30,~~a ~~2025.~~subsequent Adate ~~copy~~result ofin ~~the~~a ~~Company's~~change ~~press~~in ~~release is furnished as Exhibit 99~~control.1 ~~hereto and incorporated herein by reference.~~

The information ~~furnished~~set ~~pursuant~~forth tounder ~~this~~ Item 28.~~02,~~01 ~~including~~below ~~Exhibit~~is 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference ininto ~~any~~this ~~filing~~Item of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing5.01.

Item 9 8.01 ~~Financial~~. ~~Statements~~Other ~~and Exhibits~~Events.

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. (dthe “Company”), ~~Exhibits.~~informed the Company as follows:

ExhibitNo.			Description
99.1			Press Release, dated November 14, 2025 (furnished solely for purposes of Item 2.02 of this Form 8-K).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

“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.

	~~LEGENCE CORP.~~	LEGENCE CORP.
Dated: November 14, 2025	By:		/s/ Stephen Butz
Dated: November 21, 2025		By:	/s/ Stephen Butz
	~~Name:~~	Name:	Stephen Butz
	~~Title:~~	Title:	Chief Financial Officer

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