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): ~~December 3~~January 2, ~~2025~~2026

Legence Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-42838

33-2905250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1601 Las Plumas Avenue

San Jose, CA

95133

(Address of principal executive offices)

(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))

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

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		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~~Introductory ~~5.02~~Note ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

On ~~December~~January 32, ~~2025~~2026, ~~the~~Legence ~~Board~~Corp. ~~of Directors~~ (the “~~Board~~Company”) ofand its wholly owned subsidiary, Legence ~~Corp.~~Subsidiary Holdings, LLC, a Delaware ~~corporation~~limited liability company (the “~~Company~~Purchaser”), ~~increased~~consummated the ~~size~~previously ofannounced acquisition (the ~~Board~~“Acquisition”) ~~from~~pursuant ~~five~~ to ~~six~~the ~~directors~~Equity ~~and~~Purchase ~~appointed~~Agreement ~~Mr. David J.~~(the ~~Coghlan~~“Purchase toAgreement”), ~~the~~dated ~~Board~~ as aof ~~Class~~November I13, ~~director~~2025, toby ~~fill~~and among the ~~vacancy~~Company, ~~created~~the byPurchaser, ~~such~~The ~~increase~~Bowers Group, ~~effective~~Inc., asa ofMaryland ~~December 3~~corporation (“Bowers”), ~~2025~~and Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The ~~Board~~David ~~also~~O’Donnell ~~appointed~~Revocable MrTrust dated Nov. ~~Coghlan~~ 15, 2008 (each a “Seller” and collectively, the “Sellers”). Pursuant to ~~serve~~the onPurchase Agreement, the ~~Board’s~~Sellers ~~Audit~~caused ~~Committee~~Bowers and ascertain ~~chair~~of its subsidiaries to convert into Maryland limited liability companies and the Sellers contributed 100% of ~~Board’s~~their ~~Compensation~~equity ~~Committee.~~interests Asof Bowers (the “Bowers Interests”) to TBG 2026, LLC (“NewCo”), a ~~Class I~~newly ~~director~~formed Delaware limited liability company wholly owned by the Sellers, ~~Mr. Coghlan~~which ~~will~~joined ~~serve~~as ~~for~~a anparty ~~initial~~to ~~term~~the ~~that~~Purchase ~~will~~Agreement ~~expire~~(the at“Reorganization”), and (ii) the ~~annual~~Purchaser ~~meeting~~purchased from NewCo all of ~~shareholders~~the Bowers Interests in ~~2026~~exchange orfor ~~upon~~2,551,672 ~~his~~shares ~~death~~(the “Stock Consideration”) of the Company’s Class A common stock, ~~resignation~~par value $0.01 per share (“Class A Common Stock”), ~~retirement~~and orapproximately ~~removal~~$325 million in cash, subject to customary post-closing adjustments (the “Cash Consideration”).

~~Mr. Coghlan,~~The ~~age~~foregoing ~~66,~~information ~~has~~is ~~extensive global experience in executive and non-executive advisory roles, with~~ a ~~focus~~summary ~~on corporate strategy development and execution, talent development, organic and inorganic growth and operational excellence. He has been a board member~~ of ~~Justrite~~the ~~Safety~~Acquisition ~~Group, a global leader in industrial safety solutions, since September 2021~~ and ~~currently serves on other private company boards based out of New Jersey and Michigan. Mr. Coghlan previously served as Senior Managing Director of Madison Industries from April 2014 to April 2021~~, ~~where he also chaired various privately held companies between 2015 and 2021. Before that, Mr. Coghlan previously served~~ as ~~Watts Water Technologies~~such, ~~Inc.’s~~does ~~(NYSE:~~not ~~WTS)~~purport ~~Chief Executive Officer and President from January 2011~~ to ~~February~~be ~~2014,~~complete ~~Chief Operating Officer from January 2010 to January 2011~~ and ~~President~~is ofqualified ~~North~~in ~~America~~its ~~and~~entirety ~~Asia~~by ~~from~~reference ~~June 2008~~ to ~~January~~the ~~2010.~~Purchase ~~Prior to that~~Agreement, ~~Mr. Coghlan~~a ~~served~~copy ~~as Vice President~~ of ~~Global~~which ~~Parts~~was ~~for~~filed ~~Trane~~as ~~Inc~~Exhibit 2.1 ~~from April 2004~~ to ~~May 2008. Mr. Coghlan also held several management positions in~~ the ~~United States and internationally within the Climate Control Technologies segment of Ingersoll-Rand~~ Company’s ~~Limited~~Current ~~from~~Report ~~1995~~on toForm ~~December 2003. Before joining Ingersoll~~8-~~Rand~~K ~~Company~~filed ~~Limited, Mr. Coghlan worked for several years~~ with the ~~management consulting firm of McKinsey & Co~~U. ~~in both the United Kingdom and the United States~~S. ~~Mr. Coghlan~~Securities ~~has a Bachelor of Commerce in Finance from the University College Dublin~~ and aExchange ~~graduate~~Commission ~~degree in Marketing from~~ (the ~~Marketing~~“SEC”) ~~Institute~~on ofNovember ~~Ireland~~14, 2025.

The ~~Board,~~events ~~after~~described ~~consideration~~in ofthis ~~all~~Current ~~facts~~Report ~~and~~on ~~circumstances,~~Form 8-K ~~affirmatively~~(this ~~determined~~“Current ~~that~~Report”) ~~Mr. Coghlan~~took ~~meets~~place ~~the~~in ~~independence~~connection ~~requirements~~with ~~under~~ the ~~rules~~closing of the ~~Nasdaq~~Acquisition ~~Stock Market LLC, as well as the applicable rules promulgated by the Securities and Exchange Commission~~ (the “~~Commission~~Closing”) ~~and the Company’s guidelines for determining director independence~~.

InItem ~~connection with his election, Mr~~1. ~~Coghlan~~01 ~~will~~Entry ~~receive~~into ~~the standard annual compensation for the Company’s non-management directors. Such annual compensation includes (i)~~ a ~~cash~~Material ~~retainer~~Definitive ~~in the amount of $85,000 per year, (ii) an award of restricted stock units covering a certain number of shares of the Company’s Class A common stock par value $0~~Agreement.01 per share, valued at approximately $150,000 as of the grant date and (iii) an additional cash retainer in the amount of $15,000 per year for his service as chair of the Board’s Compensation Committee.

InOn ~~connection~~January 2, ~~with~~2026, ~~his~~Legence ~~appointment~~Holdings LLC (“Legence Holdings”), an indirect subsidiary of the Company, and certain other subsidiaries of the Company entered into ~~its~~Amendment ~~standard~~No. 12 ~~form~~(the of“Amendment”) ~~indemnification~~to ~~agreement~~that ~~with~~certain ~~Mr.~~Credit Agreement, dated as of December ~~Coghlan~~16, 2020, by and among Legence Holdings, as borrower, Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and an L/C issuer, the ~~form~~guarantors ofparty ~~which~~thereto ~~has~~from ~~been~~time ~~included~~to intime and the ~~Company’s~~lenders ~~Registration~~party ~~Statement~~thereto onfrom ~~Form~~time ~~S-1~~to time (~~File~~as ~~No. 333-289629)~~amended, ~~that~~restated, ~~was~~amended ~~filed~~and ~~with~~restated, ~~the~~supplemented ~~Commission~~or onotherwise ~~August 15~~modified from time to time, ~~2025~~the “Credit Agreement”).

~~There~~The ~~were~~Amendment, noamong ~~understandings~~other orthings, ~~other~~provided ~~agreements~~Legence orHoldings ~~arrangements~~with ~~between~~an ~~Mr. Coghlan,~~incremental onterm loan facility in an aggregate principal amount of $200 million (the ~~one~~“Incremental ~~hand~~Term Loan Facility”), ~~and~~which, ~~any~~in ~~other~~connection ~~person~~with the Closing, was drawn down in full on ~~the~~January 2, ~~other~~2026. ~~hand~~Upon funding, ~~pursuant~~the toincremental ~~which~~term heloans ~~was~~provided ~~appointed~~under asthe aIncremental ~~director~~Term ofLoan Facility will have terms identical to the ~~Company.~~existing ~~Furthermore,~~term ~~there~~loans ~~are~~outstanding nounder ~~transactions~~the ~~between~~Credit MrAgreement. ~~Coghlan~~ ~~and~~The Purchaser funded the ~~Company~~Cash ~~that~~Consideration ~~would~~and beall ~~required~~Acquisition-related fees and expenses payable by the Purchaser at or prior to bethe ~~reported~~Closing with a combination of the Purchaser’s cash on hand, borrowings under ~~Item~~Legence ~~404(a)~~Holdings’ revolving credit facility and the full proceeds of ~~Regulation~~the ~~S-K~~Incremental Term Loan Facility.

The foregoing description of the Amendment does not purport to be complete, is subject to and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the “Introductory Note” and Item 1.01 of this Current Report is incorporated by reference in response to this Item 2.01.

Pursuant to the terms and conditions of the Purchase Agreement, in addition to the Cash Consideration and Stock Consideration, on December 31, 2026 (the “Deferred Consideration Date”), NewCo will receive an amount equal to $50 million (the “Deferred Consideration”), payable in either, or any combination of, as determined in the Purchaser’s sole discretion, (i) cash or (ii) shares of Class A Common Stock. The amount of any shares of Class A Common Stock issued in connection with the satisfaction of the Deferred Consideration payment obligation (any such shares, the “Deferred Consideration Shares”) will be calculated in accordance with the Reference Price (as defined in the Purchase Agreement). Any Deferred Consideration Shares issued shall be subject to applicable restrictive legends pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

The Acquisition was subject to the expiration or termination of all waiting periods imposed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The expiration of the waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on December 31, 2025.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the “Introductory Note” and Item 1.01 of this Current Report related to the Amendment and the Incremental Term Loan Facility is incorporated by reference in response to this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in the “Introductory Note” and Item 2.01 of this Current Report is incorporated by reference in response to this Item 3.02.

The issuance of the Stock Consideration, on the terms and subject to the conditions set forth in the Purchase Agreement, was completed in reliance on an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 7.01

Regulation FD Disclosure.

On January 2, 2026, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, regardless of the general incorporation language of any such filing, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The financial statements required to be filed in this Item 9.01(a) will be filed by an amendment to this Current Report not later than 71 calendar days after the date on which this Current Report is required to be filed with the SEC.

(b) Pro forma financial information.

The pro forma financial information required to be filed in this Item 9.01(b) will be filed by an amendment to this Current Report not later than 71 calendar days after the date on which this Current Report is required to be filed with the SEC.

(d) Exhibits.


Exhibit No.		Description

2.1*		Equity Purchase Agreement, dated as of November 13, 2025, by and among The Bowers Group, Inc., a Maryland corporation, Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The David O’Donnell Revocable Trust dated Nov. 15, 2008, collectively as the sellers, Legence Subsidiary Holdings, LLC, as the purchaser, and Legence Corp., as parent of the purchaser (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the SEC on November 14, 2025).

10.1*		Amendment No. 12 to the Credit Agreement, dated as of January 2, 2026, by and among Legence Holdings LLC, the guarantors party thereto, the lenders party thereto and Jefferies Finance LLC.

99.1		Press Release dated January 2, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

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.
Dated: December 5, 2025	By:	/s/ Jeffrey Sprau
Dated: January 2, 2026	By:	/s/ Stephen Butz
	Name:	~~Jeffrey~~Stephen ~~Sprau~~Butz
	Title:	Chief ~~Executive~~Financial Officer

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