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LGN on Nasdaq

Legence Corp.

In its 2026 annual report the company says: “We are a leading provider of engineering, installation and maintenance services for mission-critical systems in buildings. We focus on high-growth sectors that have technically demanding buildings, including technology, life sciences, healthcare and education. Our business is growing rapidly as data centers, manufacturers, pharmaceutical companies, hospitals, schools and universities make investments in both new and existing facilities to support growing demand for their products and services, reduce energy costs and increase resiliency.”6 It is headquartered in Wilmington, United States.2 Its shares trade on Nasdaq under the symbol LGN.2

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Last updated Oct 21, 2026.

Overview

$2.6BRevenue, fiscal 20253
-$59.8MNet income, fiscal 20253

Compare with Sunrun, Ameresco or TopBuild Corp., or pick any stock.

  • TickerLGN on Nasdaq2
  • IndustryConstruction - Special Trade Contractors2
  • HeadquartersWilmington, United States2
  • Incorporated inDE4
  • Business address1601 Las Plumas Avenue, San Jose, Ca 951334
  • Filer categoryNon-accelerated filer4
  • Legal formCorporation2
  • LEI529900LFX8I46NGWUO672
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o CORPORATION SERVICE COMPANY, 251 LITTLE FALLS DRIVE, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 100430562

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We are a leading provider of engineering, installation and maintenance services for mission-critical systems in buildings. We believe that providing integrated solutions for engineering, installing and maintenance of mechanical, electrical and plumbing (“MEP”) systems results in lower total cost, fewer change orders and faster turnaround times for our clients and higher win rates, better customer retention, incremental margin and more recurring revenue for us. We focus on high-growth sectors that have technically demanding buildings, including technology, life sciences, healthcare and education.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

21.0%Gross margin3
2.4%Operating margin3
-2.3%Net margin3
21.5%Revenue growth, 20253
-15.2%Return on equity3
$218.9MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Installation And Maintenance brought in 36% of the revenue Legence Corp. broke down this way in fiscal 2025.

  1. Installation And Maintenance$1.8B336%up 22% from 2024
  2. Installation & Maintenance$1.8B336%up 22% from 2024
  3. Engineering And Consulting$726.3M314%up 21% from 2024
  4. Engineering & Consulting$726.3M314%up 21% from 2024
Business segments by year
Business segments202320242025
Installation And Maintenance$1.2B$1.5B$1.8B
Installation & Maintenance$1.2B$1.5B$1.8B
Engineering And Consulting$426.2M$601.6M$726.3M
Engineering & Consulting$426.2M$601.6M$726.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue79¢$2.0B
  • Selling, general and admin13¢$342.6M
  • Other costs7¢$171.1M
  • Income tax1¢$22.2M

Out of $2.6B in revenue.3 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending15¢$37.9M
  • Kept or used elsewhere85¢$218.9M

Out of $256.9M of cash from operations.3

Financial statements

Revenue3$2.6B in 2025+58% since 2023
0$1.0B$2.0B$3.0B2023: $1.6B$1.6B20232024: $2.1B$2.1B2024+30%2025: $2.6B$2.6B2025+22%
Gross profit3$535.9M in 2025+70% since 2023
0$200.0M$400.0M$600.0M2023: $315.1M$315.1M20232024: $430.8M$430.8M2024+37%2025: $535.9M$535.9M2025+24%
Operating income3$61.6M in 2025+500% since 2023
0$20.0M$40.0M$60.0M$80.0M2023: $10.3M$10.3M20232024: $70.4M$70.4M2024+586%2025: $61.6M$61.6M2025−12%
Net income3-$59.8M in 2025+30% since 2023
-$60.0M-$40.0M-$20.0M02023: -$46.0M-$46.0M20232024: -$28.6M-$28.6M2024−38%2025: -$59.8M-$59.8M2025+109%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 1 quarters (quarterly), latest first.3

Period ending2025-12-312024-12-312023-12-31
Revenue$2.6B$2.1B$1.6B
Cost of revenue$2.0B$1.7B$1.3B
Gross profit$535.9M$430.8M$315.1M
Selling, general and administrative$342.6M$242.9M$186.1M
Depreciation and amortization$100.4M$97.2M$80.2M
Acquisition-related costs$5.7M$5.6M$3.8M
Gain on sale of property and equipment-$326.0K$0$0
Goodwill impairment$25.0M$17.8M$5.1M
Long-lived asset impairment$2.4M$0$0
Equity in earnings of joint venture-$1.4M-$3.1M-$1.3M
Income from operations$61.6M$70.4M$10.3M
Interest expense, net of capitalized interest (including $13,340, $13,316, and $12,396 for years ended December 31, 2025, 2024, and 2023, respectively, from related parties)$101.8M$91.6M$68.2M
Interest income-$4.5M-$5.5M-$4.2M
Loss on debt extinguishment$6.7M$0$0
Credit agreement amendment fees$6.3M$7.8M$0
Other expense (income) , net$6.5M-$473.0K$257.0K
Total other expense, net$116.7M$93.5M$64.2M
Loss before income tax-$55.1M-$23.1M-$53.9M
Income tax expense (benefit)$22.2M$4.5M-$7.9M
Net loss-$77.3M-$27.6M-$46.0M
Net (loss) income attributable to noncontrolling interests-$17.5M$912.0K$0
Net loss attributable to Legence-$59.8M-$28.6M-$46.0M
Changes in fair value of contingent consideration liabilities$0$0$31.1M

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Corporate structure

Legence Corp. sits at the top of its group. 45 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Legence Corp.

  • LEGENCE PARENT LLC Filed SCHEDULE 13G/A on Legence Corp., latest Aug 7, 2026 (4 filings since Oct 16, 2025)
  • BlackRock Filed SCHEDULE 13G on Legence Corp., latest Jul 29, 2026
  • FMR LLC Filed SCHEDULE 13G/A on Legence Corp., latest May 6, 2026 (3 filings since Oct 7, 2025)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Legence Corp., latest Mar 27, 2026 (2 filings since Jan 30, 2026)
  • Legence Corp. Wilmington, Delaware, United States
    • A.O. Reed & Co., LLC Subsidiary · California, United States
    • AMA Commissioning + Building Systems, LLC Subsidiary · New York, United States
    • AMA Consulting Engineers Holdings LLC Subsidiary · Delaware, United States
    • AMA Design Build, LLC Subsidiary · New Jersey, United States
    • AMA Management Services LLC Subsidiary · Delaware, United States
    • BCP 8 Therma Upper Feeder L.L.C. Subsidiary · Delaware, United States
    • Bel-Aire Mechanical, LLC Subsidiary · Delaware, United States
    • Black Bear Energy, Inc. Subsidiary · Delaware, United States
    • Bowers National, LLC Subsidiary · Maryland, United States
    • Building Systems Holdings, LLC Subsidiary · North Dakota, United States
    • CMTA Facility Solutions LLC Subsidiary · Delaware, United States
    • CMTA, Inc. Subsidiary · Kentucky, United States
    • Engineered Solutions, Inc. Subsidiary · Massachusetts, United States
    • G1-Therma Blocker, LLC Subsidiary · Delaware, United States
    • Gilbert Mechanical Contractors, LLC Subsidiary · Delaware, United States
    • ICS Consulting, LLC Subsidiary · Minnesota, United States
    • Legence Holdings LLC Subsidiary · Delaware, United States
    • Legence Payroll Advisory, LLC Subsidiary · Delaware, United States
    • Legence Payroll Solutions, LLC Subsidiary · Delaware, United States
    • Legence PubCo Sub LLC Subsidiary · Delaware, United States
    • Legence Subsidiary Holdings, LLC Subsidiary · Delaware, United States
    • Legence Therma LLC Subsidiary · Delaware, United States
    • LORD Green Real Estate Strategies, LLC Subsidiary · Texas, United States
    • Obermiller Nelson Engineering, LLC Subsidiary · North Dakota, United States
    • OCI Associates, LLC Subsidiary · Delaware, United States
    • and 19 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Legence Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$11.0M3 Dec 31, 2025$7.4M3 Dec 31, 2024+47.3%
Operating-lease assets (leased space)$117.1M3 Dec 31, 2025$90.9M3 Dec 31, 2024+28.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$230.2M3 Dec 31, 2025$81.2M3 Dec 31, 2024+183.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$764.3M3 Dec 31, 2025$781.2M3 Dec 31, 2024−2.2%
Finite-lived intangibles, gross$840.8M3 Dec 31, 2025$850.0M3 Dec 31, 2024−1.1%
Accumulated amortization$289.4M3 Dec 31, 2025$225.8M3 Dec 31, 2024+28.2%
Finite-lived intangibles, net$551.4M3 Dec 31, 2025$624.2M3 Dec 31, 2024−11.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$11.3M3 Dec 31, 2025$10.2M3 Dec 31, 2024+10.3%

Properties, in its own words

Our corporate headquarters are located in San Jose, California. As of March 24, 2026, we had 116 locations across 26 U.S. states, all of which were leased locations. Our lease terms vary from month-to-month to multi-year commitments of up to 31 years, while our average commitment is approximately seven years. Our fabrication capacity totals more than 1.3 million square feet across six geographies, including an ISO Class 7 cleanroom. Our facilities, except for our fabrication facilities, are not limited to a specific segment. Our fabrication facilities are allocated to our Installation & Maintenance segment. We believe that our existing facilities are adequate for our current requirements and comparable or alternative space is readily available to accommodate our operations.

Item 2 of the 10-K filed Mar 30, 2026.6

Leadership

Who has led Legence Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jeffrey Sprau2025–now

Chief financial officer

  1. Stephen M. Butz2025–now
Board members and other officers (10)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Operating OfficerStephen Hansen named Jan 2, 2026 to Mar 2, 202621
  • DirectorDavid Coghlan named Jan 2, 2026 to Mar 2, 202621

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • A.O. Reed & Co., LLC California5
  • AMA Commissioning + Building Systems, LLC New York5
  • AMA Consulting Engineers Holdings LLC Delaware5
  • AMA Design Build, LLC New Jersey5
  • AMA Design-Build, LLC California5
  • AMA Management Services LLC Delaware5
  • BCP 8 Therma Upper Feeder L.L.C. Delaware5
  • Bel-Aire Mechanical, LLC Delaware5
  • Black Bear Energy, Inc. Delaware5
  • Bowers National, LLC Maryland5
  • Building Systems Holdings, LLC North Dakota5
  • CMTA Facility Solutions LLC Delaware5
  • CMTA, Inc. Kentucky5
  • Engineered Solutions, Inc. Massachusetts5
  • G1-Therma Blocker, LLC Delaware5
  • Gilbert Mechanical Contractors, LLC Delaware5
  • ICS Consulting, LLC Minnesota5
  • LORD Green Real Estate Strategies, LLC Texas5
  • Legence Holdings LLC Delaware5
  • Legence Payroll Advisory, LLC Delaware5
  • Legence Payroll Solutions, LLC Delaware5
  • Legence PubCo Sub LLC Delaware5
  • Legence Subsidiary Holdings, LLC Delaware5
  • Legence Therma LLC Delaware5
All 45 listed subsidiaries
  • OCI Associates, LLC Delaware5
  • Obermiller Nelson Engineering, LLC North Dakota5
  • P2S LP California5
  • Provident Energy Consulting, LLC Pennsylvania5
  • RE Tech Advisors, LLC Virginia5
  • RM Mechanical, a joint venture California5
  • San Jose Boiler Works, Inc. California5
  • Shadpour Consulting Engineers, LP California5
  • Skyline Engineering, L.L.C. New Jersey5
  • TM Technology Partners, LLC New York5
  • Technical Systems Solutions & Measurement, LLC New York5
  • The Bowers Automotive Group, LLC Maryland5
  • Therma Intermediate LLC Delaware5
  • Therma LLC Delaware5
  • VarcoMac LLC Delaware5
  • W.E. Bowers & Associates, LLC Maryland5
  • W.E. Bowers Group, LLC Maryland5
  • W.E. Bowers, LLC Maryland5
  • Yearout LLC Delaware5
  • Yearout Mechanical, LLC New Mexico5
  • Yearout Services, LLC New Mexico5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 18, 20268-K Executive or director change22
  2. Aug 13, 20268-K Results of operations23
  3. Jun 11, 20268-K Executive or director change; Shareholder vote24
  4. May 14, 20268-K Results of operations25
  5. Mar 27, 20268-K Results of operations26
  6. Mar 19, 20268-K Financial statements and exhibits27
  7. Jan 2, 20268-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation28
  8. Dec 5, 20258-K Executive or director change29
  9. Nov 21, 20258-K Change in control; Other events30
  10. Nov 14, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure31
  11. Nov 14, 20258-K Results of operations32
  12. Oct 30, 20258-K Entered a material agreement; New debt or obligation33
  13. Sep 11, 2025New chief executive Jeffrey Sprau becomes CEO10
  14. Jan 9, 2025Founded Legence Corp. is founded2

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202634

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results23
  2. May 14, 2026Reported quarterly or annual results25
  3. Mar 27, 2026Reported quarterly or annual results26
  4. Nov 14, 2025Reported quarterly or annual results32

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

109 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 13 major events, 47 insider forms, 10 large holders, 2 private raises, 33 other. The latest 20:

  1. Sep 22, 20264 EDGAR
  2. Sep 18, 2026144 EDGAR
  3. Sep 17, 20264 EDGAR
  4. Sep 17, 20264 EDGAR
  5. Sep 17, 20264 EDGAR
  6. Sep 17, 20264 EDGAR
  7. Sep 17, 20264 EDGAR
  8. Sep 17, 20264 EDGAR
  9. Sep 17, 20264 EDGAR
  10. Sep 16, 2026144 EDGAR
  11. Aug 20, 20264 EDGAR
  12. Aug 20, 20263 EDGAR
  13. Aug 18, 20268-K EDGAR
  14. Aug 13, 202610-Q EDGAR
  15. Aug 13, 20268-K EDGAR
  16. Aug 7, 2026SCHEDULE 13G/A EDGAR
  17. Jul 29, 2026SCHEDULE 13G EDGAR
  18. Jun 11, 20264 EDGAR
  19. Jun 11, 20264 EDGAR
  20. Jun 11, 20264 EDGAR

The 109 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

9 open-market trades by officers, directors and large owners since October 2021: 1 buys and 8 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 18, 2026Le Bris PhilippeChief Accounting OfficerSale1,058$55.01$58.2KForm 4
Sep 15, 2026Le Bris PhilippeChief Accounting OfficerSale4,196$54.06$226.8KForm 4
Apr 9, 2026Blackstone Holdings I/II GP L.L.C.10% ownerSale15,394,112$54.00$831.3MForm 4
Apr 9, 2026BCP 8/BEP 3 Holdings Manager L.L.C.10% ownerSale15,394,112$54.00$831.3MForm 4
Jan 8, 2026Blackstone Holdings II L.P.10% ownerSale1,260,326$45.00$56.7MForm 4
Jan 8, 2026Legence Parent ML LLC10% ownerSale1,260,326$45.00$56.7MForm 4
Dec 16, 2025LEGENCE PARENT LLC10% ownerSale8,402,178$45.00$378.1MForm 4
Dec 16, 2025SCHWARZMAN STEPHEN A10% ownerSale8,402,178$45.00$378.1MForm 4
Sep 15, 2025Keenen TerrenceDirectorBuy8,928$28.00$250.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025J. SprauChief Executive Officer$1.0M$8.3M39
2025S. ButzChief Financial Officer$600.0K$3.3M39
2025S. HansenChief Operating Officer$575.0K$3.2M39
2025J. SchwartzChief Strategy Officer$450.0K$2.9M39
2025B. SekiGeneral Counsel$470.0K$1.7M39
2024J. SprauChief Executive Officer$762.1K$1.4M39
2024B. SekiGeneral Counsel$396.3K$923.6K39
2024S. ButzChief Financial Officer$500.8K$797.2K39

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Mar 1, 2026Raised $7.2 million in a private offering of equity Form D: 1 investor so far Form D
  2. Jan 2, 2026Raised $100 million in a private offering of equity Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Blackstone Inc.19,475,952$1.7B5.4%−5,865,413
BlackRock, Inc.4,523,195$385.5M0.0%+1,876,001
Jupiter Topco LLC2,882,048$245.6M0.1%New
Franklin Resources Inc2,870,439$244.6M0.1%+558,173
Vanguard Portfolio Management LLC2,564,791$218.6M0.0%+1,097,928
Healthcare Of Ontario Pension Plan Trust Fund2,539,939$216.5M0.3%+1,884,939
Vanguard Capital Management LLC2,495,846$212.7M0.0%+981,172
First Trust Advisors LP1,881,424$160.4M0.1%+1,735,066
Geode Capital Management, LLC1,555,495$132.6M0.0%+659,542
Forest Avenue Capital Management LP1,546,512$131.8M5.5%New
Two Sigma Investments, LP1,478,072$126.0M0.1%+1,410,097
Westfield Capital Management Co LP1,341,963$114.4M0.4%−519,690
Invesco Ltd.1,300,349$110.8M0.0%+1,274,382
State Street Corp1,296,500$110.5M0.0%+474,482
Renaissance Technologies LLC1,180,400$100.6M0.1%+600,700
Massachusetts Financial Services Co /ma/1,045,881$89.1M0.0%−911,399
Fmr LLC974,787$83.1M0.0%−1,983,572
Goldman Sachs Group Inc914,813$78.0M0.0%+794,006
BNP PARIBAS ASSET MANAGEMENT Holding S.A.864,097$73.6M0.1%−350,726
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.859,907$73.3M0.1%+75,254
Merewether Investment Management, LP852,658$72.7M1.4%+126,322
UBS Group AG787,489$67.1M0.0%+481,791
Munro Partners779,617$66.4M1.5%+31,785
Bank Of America Corp /de/777,550$66.3M0.0%+97,333
Loomis Sayles & Co L P732,152$62.4M0.1%−168,505

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Mar 3, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−29.8%Report
Jan 15, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−13.7%Report
Nov 24, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−12.0%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Legence Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLegence Corp.1
  • CIK0002052568
  • Employer ID (EIN)33-29052506
  • Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)1700 Construction - Special Trade Contractors1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1601 Las Plumas Avenue, San Jose, CA 951331
  • Phone408-347-35001
  • Shares outstanding67,338,099 Common Class A shares; 40,699,833 Common Class B shares as of Mar 24, 20266
  • Public float$0 as of Jun 30, 20253
  • AuditorDeloitte & Touche LLP, San Francisco, California PCAOB ID 34; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceFeb 14, 20251
  • Filings109 in all: 4 (32), 3 (15), 8-K (12), SCHEDULE 13G/A (6), CORRESP (4), SCHEDULE 13G (4), 10-Q (3), 424B4 (3)1
    All 25 form types

    DRS (3), DRS/A (3), EFFECT (3), S-1 (3), 144 (2), D (2), S-1/A (2), S-1MEF (2), S-8 (2), 10-K (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), UPLOAD (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 18, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.01 per shareLGNThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Legence Corp. names in Item 1A of its 10-K filed Mar 30, 2026: 74 risks under these headings, as written.6

  • Risks Related to Business
  • Economic downturns in the markets in which we operate may materially and adversely affect our business because our business is dependent on levels of construction activity.
  • If we do not compete and evolve effectively in our target markets, our operating results could be harmed.
  • Misconduct and errors by our employees, subcontractors, partners or third-party service providers could harm our business.
  • Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to fixed-price contracts.
  • A failure to secure new contracts may adversely affect our cash flows and financial results.
  • If we fail to complete a project in a timely manner, miss a required performance standard or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability or subject us to liquidated or other damages.
  • The fact that we outsource various elements of the services we sell and use materials and equipment produced by third parties in our projects subjects us to the business risks of our subcontractors and suppliers, which could have a material adverse impact on our operations.
  • Our clients often rely on third party financing to pay for their projects, and this capital might not be available on acceptable terms or at all.
  • We may not recognize all revenues from our backlog and awarded contracts or receive all payments anticipated under awarded projects and customer contracts.
  • In order to secure contracts for new projects, we face a variable selling cycle that requires resource commitments and has a lead time before we realize revenues.
  • Certain contracts may give customers the right to modify, delay, curtail, renegotiate or terminate existing contracts at their convenience at any time prior to their completion, which may result in a decline in our profits and revenue.
The other 63 risks
  • From time to time, we may perform work beyond the initial scope of some of our contracts. If these clients do not approve these change orders, our results of operations could be adversely impacted.
  • If we experience delays and/or defaults in client payments, we could be unable to recover all expenditures.
  • If we fail to promote, maintain or enhance our brands in a cost-effective manner, we may lose market share and our revenue may decrease.
  • We place significant decision-making powers with our brands’ management, which presents certain risks.
  • The loss of senior management or other key employees, or failure to implement effective succession planning strategies, may have a material adverse impact on our business.
  • Competition for our employees is intense, and we may not be able to attract, integrate or retain the appropriate number of qualified employees needed to support our business.
  • We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
  • We may be required to contribute additional cash to meet our benefit obligations associated with multiemployer pension plans in which we participate.
  • Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
  • Our clients have been and could be impacted by the availability and prices of commodities, services, equipment and materials.
  • The loss of one or a few clients could have an adverse impact on us.
  • The nature of our business exposes us to potential liability for warranty, engineering and other related claims and our insurance policies may not provide adequate coverage.
  • Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.
  • Cybersecurity incidents, including cyberattacks, breaches of digital security, information technology system failures and network disruptions, may result in information theft, data corruption, operational disruption and/or financial loss and cause potential liability or reputational damage or otherwise adversely affect our business.
  • We use artificial intelligence, machine learning, data science and analytics and related tools in our business, and challenges with properly managing such technologies, as well as uncertainty regarding the legal and regulatory landscape surrounding their use, could result in reputational harm, competitive harm and legal liability, and adversely affect our business.
  • Legal proceedings, investigations and disputes could result in substantial monetary penalties and damages, especially if such penalties and damages exceed or are excluded from existing insurance coverage.
  • If our goodwill or other intangible assets become impaired, then our profits may be significantly reduced.
  • Our use of the cost-to-cost input method of accounting could result in a reduction or reversal of previously recorded revenue or profits.
  • Changes in accounting rules and regulations could adversely affect our financial results.
  • We have identified material weaknesses in our internal control over financial reporting which could, if not timely remediated, adversely affect our ability to accurately and timely report our financial results.
  • Risks Related to Growth and Acquisitions
  • As a growing company with a relatively limited operating history at our current scale, we face various risks, uncertainties, expenses and difficulties. Our business is dependent on our ability to effectively continue to develop, maintain and scale our platform.
  • We may not be able to achieve expected returns from our growth strategy.
  • If we cannot maintain our corporate culture as we grow, we could lose the innovation, collaboration and focus that contribute to our business.
  • From time to time, we may evaluate and potentially consummate acquisitions or other strategic business combinations, which could require significant management attention, disrupt our business and adversely affect our financial results.
  • We may have difficulty integrating the operations and personnel of any acquired company.
  • We may acquire other companies, which could result in dilution to our shareholders or otherwise impact our financial position.
  • Delaware law and our organizational documents may impede or discourage a merger, takeover or other business combination with us even if the business combination would have been in the short-term best interests of our stockholders.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to bring a claim in a different judicial forum for disputes with us or our directors, officers, employees or agents.
  • Increases and uncertainty in our health insurance costs could adversely impact our results of operations and cash flows.
  • If we expand our operations internationally, we could be subject to new challenges and risks and our financial results could be adversely affected.
  • Risks Related to Indebtedness
  • We have a significant amount of existing indebtedness and our ability to make scheduled payments on or to refinance our obligations will depend on many factors, some of which are beyond our control.
  • We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our Credit Facilities and any other instruments governing our other indebtedness.
  • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
  • Our incurrence of additional indebtedness may affect our business and may restrict our operating flexibility.
  • A downgrade in our debt rating could restrict our ability to access the capital markets.
  • We may not be able to maintain sufficient bonding and letter of credit capacity to successfully bid on and win some contracts.
  • We may incur liability to our clients under our ESPCs if our projects do not meet the promised performance standards and energy use reductions to which we are committed to under our contracts.
  • Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our leverage.
  • Risks Related to Regulations
  • Our business and our clients’ businesses are subject to a variety of federal, state and local laws and regulations, which could adversely affect our business, financial condition and results of operations.
  • If we are found to not have complied with applicable laws, we could lose one or more of our licenses, permits or authorizations or face other sanctions or penalties or be required to obtain additional licenses or permits, which may limit our business operations in particular jurisdictions or otherwise harm our business.
  • Some of our clients receive federal, state and local government incentives for building new facilities or to make energy efficiency upgrades to their buildings. If these incentives are reduced or limited, the scope for some of our projects may be impacted and there may be less demand for our services.
  • Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition.
  • Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, financial condition and results of operations.
  • We are government contractors, and our brands are accordingly subject to a number of rules and regulations, and their contracts with government entities are subject to audit. Violations of the applicable rules and regulations could result in a brand being barred from future government contracts.
  • Risks Related to the Environment, Health and Safety
  • Environmental, health and safety laws could impose significant additional costs and liabilities.
  • We are exposed to risks relating to occupational, health and safety matters and operate at project sites that involve a high degree of operational hazards and risks. Failure by us or any of our business partners to maintain safe work sites and equipment could have a material adverse impact on our business, financial condition and results of operations.
  • Increasing scrutiny, regulatory requirements and changing expectations from various stakeholders with respect to sustainability and other environmental, social and governance matters may impose additional costs on us or expose us to reputational or other risks.
  • We may be unable to achieve our current or future climate commitments and other goals, or we may incur substantial costs in meeting such commitments and goals.
  • Climate change and related environmental issues could have an adverse impact on our business, in part because our headquarters and some of our project sites are located in active earthquake zones or in areas susceptible to physical risks of climate change, including wildfires and other severe weather events. An earthquake, wildfire or other man-made or natural disaster or resource shortage, including public safety power shut-offs that have occurred and will continue to occur in California or other states, could disrupt and harm our operations.
  • Risks Related to Our Class A Common Stock and Structure
  • Our sole material asset consists of our membership interests in Legence Holdings (held by us directly and indirectly), and we are accordingly dependent upon distributions from Legence Holdings to pay taxes, make payments under the TRA and cover our corporate and other overhead expenses.
  • We do not intend to pay dividends and may never pay dividends.
  • Our sale or issuance of additional Common Stock or other equity-related securities could dilute each stockholder’s ownership interest or adversely affect the market price of our Class A Common Stock.
  • We will be required to make payments under the TRA for certain tax benefits we may claim, and the amounts of such payments could be significant.
  • In certain cases, payments under the TRA may be accelerated and/or significantly exceed the actual benefits we realize, if any, in respect of the tax attributes subject to the TRA.
  • We will not be reimbursed for any payments made under the TRA in the event that any tax benefits are subsequently disallowed.
  • If Legence Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Legence Holdings might be subject to potentially significant tax inefficiencies, and we would not be
  • able to recover payments previously made by us under the TRA even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • In certain circumstances, Legence Holdings will be required to make tax distributions to us and the Pubco Subsidiaries, and the LGN Unit Holders, and the tax distributions that Legence Holdings will be required to make may be substantial.
  • The price of our Class A Common Stock may fluctuate significantly, and you could lose all or part of your investment.
  • Our Sponsor controls a significant percentage of our voting power.
  • Our Sponsor may have interests that conflict with the interests of our other stockholders. Certain of our directors may also have conflicts of interest because they are also employees of our Sponsor, investment advisors to our Sponsor managed funds or directors or officers of our Sponsor. The resolution of these conflicts of interest may not be in our or your best interests.
  • A significant reduction by our Sponsor of its ownership interests in us could adversely affect us.
  • Our Sponsor is not limited in its ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable our Sponsor to benefit from corporate opportunities that may otherwise be available to us.

Legal proceedings

We are party to various legal proceedings and claims in the ordinary course of our business. We believe these matters will not have a material adverse effect on our business, financial condition or results of operations. Refer to "Part II, Item 8. Financial Statements and Supplementary Data, Note 21—Commitments and Contingencies" in Notes to Consolidated Financial Statements for additional information about these legal proceedings.

The opening of Item 3, Legal Proceedings.6

Sources

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