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Form 8-K

sec.gov

8-K — Legence Corp.

Accession: 0001193125-26-127539

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0002052568

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d64558d8k.htm (Primary)

EX-99.1 (d64558dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d64558d8k.htm · Sequence: 1

8-K

false 0002052568 0002052568 2026-03-27 2026-03-27

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): March 27, 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

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 2.02 Results of Operations and Financial Condition.

On March 27, 2026, Legence Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter and year ended December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 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 in any filing 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 filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated March 27, 2026 (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).

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: March 27, 2026

By:

/s/ Stephen Butz

Name:

Stephen Butz

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: d64558dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Legence Reports Fourth Quarter and Year End 2025 Financial Results

Record Quarterly Revenues of $737.6 Million, a 34.6% Increase from a Year Ago

Quarterly Adjusted EBITDA (non-GAAP) Increased 53% from Prior Year1

Record Total Backlog and Awards of $3.7 Billion, 49% Increase from a Year Ago, with

Robust Q4 Book-to-Bill of 1.9x

Tuck-In Acquisition of Seattle Area-Based Engineering Firm

Establish First Quarter 2026 Guidance for

Revenue of $925 Million - $950 Million and Non-GAAP Adjusted EBITDA of $90 Million - $100 Million

Raise Full Year 2026 Guidance for Revenue to $3.7 Billion - $3.9 Billion and Non-GAAP Adjusted EBITDA

of $400 Million - $430 Million

SAN JOSE, California – March 27, 2026 – Legence Corp. (Nasdaq: LGN) (“Legence” or the

“Company”) today reported financial results for the fourth quarter and year ended December 31, 2025.

“Our fourth quarter 2025

performance punctuates a milestone year for Legence,” said Jeff Sprau, Chief Executive Officer of Legence. “We achieved record quarterly revenues which increased by 34.6% year over year, driven almost entirely by organic growth. Total

backlog and awarded contracts surged by 49% to a record $3.7 billion, led by Data Centers & Technology, along with State & Local Government and Life Science & Healthcare end markets. This exceptional performance is

made possible by the dedication of our outstanding team of skilled labor and engineering professionals, who continue to execute at the highest and safest level for our customers.

Our latest results speak to the demand momentum for mission-critical building systems, which we anticipate will continue throughout 2026 and beyond. The

combination of robust industry tailwinds, our record backlog, and the strategic addition of The Bowers Group, Inc. (“Bowers”), along with several recent tuck-in acquisitions over the past year,

positions Legence for an exciting new phase of growth.”

Fourth Quarter and Full Year 2025 Consolidated Results:

Revenues for the fourth quarter 2025 totaled $737.6 million, an increase of 34.6% from $548.2 million for the fourth quarter 2024. Gross profit for

the fourth quarter 2025 was $147.5 million with gross margin of 20.0%, compared to gross profit of $112.9 million and gross margin of 20.6% for the fourth quarter 2024. Excluding the impact of stock-based compensation related to legacy

profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $156.6 million and non-GAAP Adjusted Gross Margin of

21.2% for the fourth quarter 2025, compared to non-GAAP Adjusted Gross Profit of $112.3 million and non-GAAP Adjusted Gross Margin of

1

Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are included in the section titled “Non-GAAP Financial Measures.”

1

20.5% for the fourth quarter 2024. Net loss attributable to Legence for the fourth quarter 2025 was $32.7 million, or $(0.55) per diluted share, compared to a net loss of $18.7 million

for the fourth quarter 2024. Non-GAAP Adjusted EBITDA for the fourth quarter 2025 was $87.0 million, an increase of 53.2% from $56.8 million for the fourth quarter 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA and a reconciliation of each to the most directly comparable GAAP measure.

Legence Corp. Consolidated Results

($ in thousands)

Three Months Ended December 31,

2025

2024

Year over Year Change

$

%

$

%

$

%

Revenues:

Engineering & Consulting

$

172,580

23.4

%

$

156,872

28.6

%

$

15,708

10.0

%

Installation & Maintenance

565,062

76.6

%

391,343

71.4

%

173,719

44.4

%

Consolidated Revenues

$

737,642

100.0

%

$

548,215

100.0

%

$

189,427

34.6

%

Three Months Ended December 31,

2025

2024

Year over Year

Change

$

% Margin

$

% Margin

$

%

Gross Profit:

Engineering & Consulting

$

47,779

27.7

%

$

51,518

32.8

%

$

(3,739

)

(7.3

)%

Installation & Maintenance

99,709

17.6

%

61,423

15.7

%

38,286

62.3

%

Consolidated Gross Profit

$

147,488

20.0

%

$

112,941

20.6

%

$

34,547

30.6

%

Non-GAAP Adjusted Gross Profit

$

156,560

21.2

%

$

112,315

20.5

%

$

44,245

39.4

%

Non-GAAP Adjusted EBITDA

$

86,981

11.8

%

$

56,788

10.4

%

$

30,193

53.2

%

Revenues for the full year 2025 totaled $2.6 billion, an increase of 21.5% from $2.1 billion for the full year 2024.

Gross profit for the full year 2025 was $535.9 million with gross margin of 21.0%, compared to gross profit of $430.8 million and gross margin of 20.5% for the full year 2024. Excluding the impact of stock-based compensation related to

legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $549.7 million and non-GAAP Adjusted Gross

Margin of 21.6% for the full year 2025, compared to non-GAAP Adjusted Gross Profit of $432.1 million and non-GAAP Adjusted Gross Margin of 20.6% for the full year

2024. Net loss attributable to Legence for the full year 2025 was $59.8 million, compared to a net loss of $28.6 million for the full year 2024. Non-GAAP Adjusted EBITDA for the full year 2025 was

$298.8 million, an increase of 30.1% from $229.6 million for the full year 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit, Adjusted Gross Margin and

Adjusted EBITDA and a reconciliation of each to the most directly comparable GAAP measure.

2

Legence Corp. Consolidated Results

($ in thousands)

Twelve Months Ended December 31,

2025

2024

Year over Year Change

$

%

$

%

$

%

Revenues:

Engineering & Consulting

$

726,293

28.5

%

$

601,602

28.7

%

$

124,691

20.7

%

Installation & Maintenance

1,824,198

71.5

%

1,497,000

71.3

%

327,198

21.9

%

Consolidated Revenues

$

2,550,491

100.0

%

$

2,098,602

100.0

%

$

451,889

21.5

%

Twelve Months Ended December 31,

2025

2024

Year over Year Change

$

% Margin

$

% Margin

$

%

Gross Profit:

Engineering & Consulting

$

238,869

32.9

%

$

205,085

34.1

%

$

33,784

16.5

%

Installation & Maintenance

297,056

16.3

%

225,682

15.1

%

71,374

31.6

%

Consolidated Gross Profit

$

535,925

21.0

%

$

430,767

20.5

%

$

105,158

24.4

%

Non-GAAP Adjusted Gross Profit

$

549,665

21.6

%

$

432,083

20.6

%

$

117,582

27.2

%

Non-GAAP Adjusted EBITDA

$

298,825

11.7

%

$

229,625

10.9

%

$

69,200

30.1

%

Engineering & Consulting Segment Results:

Engineering & Consulting segment revenue for the fourth quarter 2025 totaled $172.6 million, an increase of 10.0% from $156.9 million for

the fourth quarter 2024, driven by higher demand for Program & Project Management services, primarily from education and other clients including hospitality & entertainment, partially offset by modestly lower revenue from our

Engineering & Design service line, primarily from education and data centers & technology clients.

Engineering & Consulting

segment gross profit for the fourth quarter 2025 totaled $47.8 million, a decrease of 7.3% from $51.5 million for the fourth quarter 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by

entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $53.4 million and non-GAAP Adjusted Gross Margin of 30.9% for the fourth quarter 2025,

compared to non-GAAP Adjusted Gross Profit of $51.2 million and non-GAAP Adjusted Gross Margin of 32.6% for the fourth quarter 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was driven by revenue growth, partially offset by lower non-GAAP Adjusted Gross Margin. The decrease in

non-GAAP Adjusted Gross Margin was primarily driven by a higher mix of revenue from the Program & Project Management service line and lower Program & Project Management margins.

3

Engineering & Consulting Segment Results

($ in thousands)

Three Months Ended December 31,

2025

2024

Year over Year Change

$

%

$

%

$

%

Segment Revenues:

Engineering & Design

$

100,848

58.4

%

$

101,583

64.8

%

$

(735

)

(0.7

)%

Program & Project Management

71,732

41.6

%

55,289

35.2

%

16,443

29.7

%

Engineering & Consulting Revenues

$

172,580

100.0

%

$

156,872

100.0

%

$

15,708

10.0

%

Three Months Ended December 31,

2025

2024

Year over Year Change

$

% Margin

$

% Margin

$

%

Engineering & Consulting Gross Profit

$

47,779

27.7

%

$

51,518

32.8

%

$

(3,739

)

(7.3

)%

Engineering & Consulting Non-GAAP Adjusted

Gross Profit

53,405

30.9

%

51,185

32.6

%

2,220

4.3

%

Engineering & Consulting segment revenue for the full year 2025 totaled $726.3 million, an increase of 20.7%

from $601.6 million for the full year 2024. Approximately 80% of the revenue increase resulted from the full year impact of acquisitions completed in 2024 and partial impact of an acquisition completed in late 2025. Our Engineering &

Design service line revenue increased by 22.8%, driven primarily from life sciences & healthcare and other clients including hospitality & entertainment. Our Program & Project Management service line revenue increased by

17.9%, driven primarily from other clients including hospitality & entertainment.

Engineering & Consulting segment gross profit for the

full year 2025 totaled $238.9 million, an increase of 16.5% from $205.1 million for the full year 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we

generated non-GAAP Adjusted Gross Profit of $247.3 million and non-GAAP Adjusted Gross Margin of 34.0% for the full year 2025, compared to non-GAAP Adjusted Gross Profit of $205.9 million and non-GAAP Adjusted Gross Margin of 34.2% for the full year 2024. Refer to

“Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was driven by revenue growth, partially offset by modestly lower non-GAAP Adjusted Gross Margin. The decline in

non-GAAP Adjusted Gross Margin was driven by lower Engineering & Design margin, primarily from life sciences & healthcare, state & local government and education clients.

4

Engineering & Consulting Segment Results

($ in thousands)

Twelve Months Ended December 31,

2025

2024

Year over Year Change

$

%

$

%

$

%

Segment Revenues:

Engineering & Design

$

425,014

58.5

%

$

345,977

57.5

%

$

79,037

22.8

%

Program & Project Management

301,279

41.5

%

255,625

42.5

%

45,654

17.9

%

Engineering & Consulting Revenues

$

726,293

100.0

%

$

601,602

100.0

%

$

124,691

20.7

%

Twelve Months Ended December 31,

2025

2024

Year over Year Change

$

% Margin

$

% Margin

$

%

Engineering & Consulting Gross Profit

$

238,869

32.9

%

$

205,085

34.1

%

$

33,784

16.5

%

Engineering & Consulting Non-GAAP Adjusted

Gross Profit

247,282

34.0

%

205,922

34.2

%

41,360

20.1

%

Installation & Maintenance Segment Results:

Installation & Maintenance segment revenue for the fourth quarter 2025 totaled $565.1 million, an increase of 44.4% from $391.3 million for

the fourth quarter 2024. The increase was driven by robust demand for our Installation & Fabrication services, primarily from data centers & technology and life sciences & healthcare clients, partially offset by lower

revenue from mixed-use and other clients. Additionally, the increase in Maintenance & Service revenue was primarily from data centers & technology clients.

Installation & Maintenance segment gross profit for the fourth quarter 2025 totaled $99.7 million, an increase of 62.3% from $61.4 million

for the fourth quarter 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of

$103.2 million and non-GAAP Adjusted Gross Margin of 18.3% for the fourth quarter 2025, compared to non-GAAP Adjusted Gross Profit of $61.1 million and non-GAAP Adjusted Gross Margin of 15.6% for the fourth quarter 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted

Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was primarily driven by revenue growth, as well as higher non-GAAP Adjusted Gross Margin. The increase in non-GAAP Adjusted Gross Margin was primarily due to higher margins in the Installation & Fabrication service line,

driven by strong project execution, partially offset by a higher mix of revenue from the Installation & Fabrication service line.

5

Installation & Maintenance Segment Results

($ in thousands)

Three Months Ended December 31,

2025

2024

Year over Year Change

$

%

$

%

$

%

Segment Revenues:

Installation & Fabrication

$

475,406

84.1

%

$

310,269

79.3

%

$

165,137

53.2

%

Maintenance & Service

89,656

15.9

%

81,074

20.7

%

8,582

10.6

%

Installation & Maintenance Revenues

$

565,062

100.0

%

$

391,343

100.0

%

$

173,719

44.4

%

Three Months Ended December 31,

2025

2024

Year over Year Change

$

% Margin

$

% Margin

$

%

Installation & Maintenance Gross Profit

$

99,709

17.6

%

$

61,423

15.7

%

$

38,286

62.3

%

Installation & Maintenance Non-GAAP Adjusted

Gross Profit

103,155

18.3

%

61,130

15.6

%

42,025

68.7

%

Installation & Maintenance segment revenue for the full year 2025 totaled $1.8 billion, an increase of 21.9%

from $1.5 billion for the full year 2024. The increase was driven by greater demand for Installation & Fabrication services, primarily from data centers & technology and life sciences & healthcare clients, partially

offset by lower revenue from mixed-use and other clients including hospitality & entertainment. Additionally, the increase in Maintenance & Service revenue was primarily from data

centers & technology and life sciences & healthcare clients, partially offset by other clients.

Installation & Maintenance

segment gross profit for the full year 2025 totaled $297.1 million, an increase of 31.6% from $225.7 million for the full year 2024. Excluding the impact of stock-based compensation related to legacy profit interest units paid for by

entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $302.4 million and non-GAAP Adjusted Gross Margin of 16.6% for the full year 2025,

compared to non-GAAP Adjusted Gross Profit of $226.2 million and non-GAAP Adjusted Gross Margin of 15.1% for the full year 2024. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was primarily driven by revenue growth, as well as higher non-GAAP Adjusted Gross Margin. The increase in

non-GAAP Adjusted Gross Margin was primarily due to higher margins in the Installation & Fabrication service line, driven by strong project execution, partially offset by a higher mix of revenue from

Installation & Fabrication service line.

6

Installation & Maintenance Segment Results

($ in thousands)

Twelve Months Ended December 31,

2025

2024

Year over Year Change

$

%

$

%

$

%

Segment Revenues:

Installation & Fabrication

$

1,493,830

81.9

%

$

1,183,750

79.1

%

$

310,080

26.2

%

Maintenance & Service

330,368

18.1

%

313,250

20.9

%

17,118

5.5

%

Installation & Maintenance Revenues

$

1,824,198

100.0

%

$

1,497,000

100.0

%

$

327,198

21.9

%

Twelve Months Ended December 31,

2025

2024

Year over Year Change

$

% Margin

$

% Margin

$

%

Installation & Maintenance Gross Profit

$

297,056

16.3

%

$

225,682

15.1

%

$

71,374

31.6

%

Installation & Maintenance Non-GAAP Adjusted

Gross Profit

302,383

16.6

%

226,161

15.1

%

76,222

33.7

%

Backlog and Awarded Contracts

Backlog and awarded contracts totaled $3.7 billion at December 31, 2025, an increase of 48.6% from $2.5 billion at December 31, 2024. The

consolidated book-to-bill ratio for the three-month and twelve-month period ended December 31, 2025 was 1.9x and 1.6x, respectively. Engineering &

Consulting segment backlog and awarded contracts increased by 16.2% year over year, primarily from growth in the state & local government and life science & healthcare end markets, partially offset by a decline in the mixed-use end market. Installation & Maintenance segment backlog and awarded contracts increased by 65.8% year over year, primarily from strong growth in the data center & technology end market.

Backlog and awarded contracts at December 31, 2025 exclude values from Bowers. The Company estimates backlog and awarded contracts for Bowers of approximately $1.5 billion at December 31, 2025.

Backlog and Awarded Contracts

($ in thousands)

As of December 31,

Year over Year Change

2025

2024

$

%

Engineering & Consulting

$

994,073

$

855,784

$

138,289

16.2

%

Installation & Maintenance

2,680,276

1,616,310

1,063,966

65.8

%

Total Backlog and Awarded Contracts

$

3,674,349

$

2,472,094

$

1,202,255

48.6

%

Book-to-bill ratio

for the three months ended December 31

1.9x

1.2x

Book-to-bill ratio

for the twelve months ended December 31

1.6x

1.3x

7

Acquisitions

On March 1, 2026, the Company completed the acquisition of Metrix Engineers LLC (“Metrix”). Founded in 2011, Metrix is a Renton, WA-based MEP engineering firm with a strong presence in the education end market in the Pacific Northwest. Total consideration for Metrix was approximately $30 million, of which less than 25% was paid in

equity.

“The Metrix team is a great addition to our organization, within the Engineering & Consulting segment, and aligns well with our

collaborative culture,” said Jeff Sprau, Chief Executive Officer of Legence. “This acquisition adds scale to our engineering and consulting capabilities in the Pacific Northwest, a region known for innovation, diversifies our customer

base and offers compelling cross selling opportunities. Metrix reflects our disciplined M&A approach which targets strategic opportunities that are expected to drive growth and enhance margins.”

Balance Sheet

At December 31, 2025, the Company had

cash and equivalents of approximately $230.2 million and total debt2 of approximately $825.1 million. As a result, net leverage was 2.0 times, based on

non-GAAP Adjusted EBITDA for the last 12 months ended December 31, 2025. Refer to “Non-GAAP Financial Measures” for a definition and calculation of net

leverage. On January 2, 2026, the Company completed the acquisition of Bowers, which resulted in an upfront cash payment of $325 million (subject to customary adjustments), funded by a combination of cash on hand, a $200 million

upsizing of the Company’s term loan facility and borrowings under the Company’s revolving line of credit. Borrowings under the revolving line of credit have since been repaid. In conjunction with the Bowers acquisition, the Company also

issued approximately 2.55 million shares of the Company’s Class A common stock. Legence will pay an additional approximately $50 million of deferred consideration at the end of 2026 in cash or shares of the Company’s

Class A common stock, or a combination, at the Company’s discretion.

Guidance

Legence announces the following guidance for the first quarter of 2026:

Total revenues of $925 million to $950 million; and

Non-GAAP adjusted EBITDA of $90 million to $100 million.

Legence revises guidance for full year 2026 as follows (which in both cases, reflects the expected results following the acquisition of

Metrix and incorporates the previously-disclosed separate guidance for Bowers for full year 2026):

Total revenues of $3.7 billion to $3.9 billion, up from $3.5 billion to $3.7 billion; and

Non-GAAP Adjusted EBITDA of $400 million to $430 million, up

from $370 million to $400 million.

2

Total debt defined as Term Loan balance of $797.8 million and Notes Payable balance of $27.3 million.

8

Conference Call

Legence will host a webcast and conference call to discuss its financial results on March 27, 2026 at 10:00 a.m. (Eastern Time). The webcast link to the

call and the slide presentation to accompany the call remarks can be accessed on the Company’s website at https://investors.wearelegence.com/. A replay of the webcast can be accessed through the same webcast link on the Company’s website

shortly after the call and will be available through April 27, 2026.

About Legence

Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company

specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems—enhancing energy efficiency, reliability, and sustainability in new and existing facilities.

Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100

Index among its clients.

Forward-Looking Statements

Some of the information in this press release may contain “forward-looking statements.” All statements, other than statements of historical fact

included in this press release regarding our strategy, future operations, financial position and guidance, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in

this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,”

“could,” “should,” “plan,” “potential,” “predict,” “forecast,” “budget,” “project,” “future,” “will,” “seek,”

“foreseeable,” the negative versions of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements

are not historical facts but rather are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not

be achieved. Such statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking

statements, including, but not limited to, changes to economic and regulatory conditions and other trends in the markets in which we operate; our ability to compete effectively in our target markets; the business plans or financial condition of our

customers; the impact of acquired companies, including Bowers and Metrix, on our organization and the ability to recognize the anticipated benefits of such acquisitions; the regulations related to environmental, health and safety matters; the

ability to receive necessary government permits and approvals; the future availability and price of materials and equipment necessary for the performance of our business; the risks associated with inflation, interest rates, recessionary economic

conditions and commodity prices; the fact that we outsource various elements of the services we sell and use materials and equipment produced by third parties; our clients’ reliance on third party financing; the recognition of all revenues

from our backlog and awarded contracts; our receipt of all payments anticipated under awarded projects and customer contracts; the maintenance of safe work sites and equipment; restrictions imposed by our existing and any future

9

indebtedness; our exposure to costs and liabilities under environmental, health and safety laws; misconduct and errors by employees, subcontractors, partners or third party service providers; and

the other risks described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s final prospectus, dated December 11,

2025, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on December 15, 2025 (the “Prospectus”), and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) to be filed with the SEC, and in other documents the Company subsequently files from time to time with the SEC. Except as otherwise

required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified in their entirety by the statements in this section, to reflect events or circumstances after the date of this press

release. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the

Prospectus and the Annual Report and in the Company’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.

Contact

Media: media@wearelegence.com

Investor Relations: ir@wearelegence.com

10

Legence Corp.

Condensed Consolidated Statements of Operations

(In thousands, except per share data) (Unaudited)

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

Revenue

$

737,642

$

548,215

$

2,550,491

$

2,098,602

Cost of revenue

590,154

435,274

2,014,566

1,667,835

Gross profit

147,488

112,941

535,925

430,767

Selling, general and administrative

114,813

63,040

342,627

242,888

Depreciation and amortization

24,746

26,415

100,365

97,153

Acquisition-related costs

4,768

41

5,739

5,634

Gain on sale of property and equipment

(127

)

(326

)

Goodwill impairment

24,966

17,804

24,966

17,804

Long-lived asset impairment

2,415

2,415

Equity in earnings of joint venture

(595

)

68

(1,443

)

(3,063

)

(Loss) income from operations

(23,498

)

5,573

61,582

70,351

Other expense (income):

Interest expense (including $1,564 and $3,353 for the three months in 2025 and 2024, respectively,

and $13,340 and $13,316 for the years ended December 31, 2025 and 2024, respectively, from related parties)

13,550

26,217

101,778

91,609

Interest income

(1,900

)

(1,108

)

(4,488

)

(5,464

)

Loss on debt extinguishment

966

6,651

Credit agreement amendment fees

3,312

3,682

6,302

7,801

Other expense (income) , net

6,749

(39

)

6,481

(473

)

Total other expense, net

22,677

28,752

116,724

93,473

Loss before income tax

(46,175

)

(23,179

)

(55,142

)

(23,122

)

Income tax expense (benefit)

8,499

(4,979

)

22,161

4,521

Net loss

(54,674

)

(18,200

)

(77,303

)

(27,643

)

Net (loss) income attributable to noncontrolling interests

(21,953

)

505

(17,523

)

912

Net loss attributable to Legence

$

(32,721

)

$

(18,705

)

$

(59,780

)

$

(28,555

)

Period from

September 12,

2025 to

December 31,

2025

Net loss per Class A Common Stock—basic and diluted

$

(0.55

)

$

(0.57

)

Weighted-average Class A Common Stock outstanding—basic and diluted

59,561

59,381

11

Legence Corp.

Condensed Consolidated Balance Sheets

(In thousands) (Unaudited)

December 31,

2025

December 31,

2024

Assets

Current assets:

Cash and cash equivalents

230,166

81,167

Accounts receivable, net

584,060

448,610

Contract assets, net

259,941

188,132

Prepaid expenses and other current assets

36,179

38,506

Total current assets

1,110,346

756,415

Property and equipment, net

92,333

73,381

Operating lease

right-of-use assets (including $20,025 and $23,375 as of December 31, 2025 and 2024, respectively, from related parties)

117,139

90,922

Goodwill

764,336

781,194

Intangible assets, net

551,420

624,250

Other assets

43,822

26,338

Total assets

$

2,679,396

$

2,352,500

Liabilities and Equity

Current liabilities:

Accounts payable

246,161

126,502

Accrued compensation and benefits

68,064

54,601

Accrued and other current liabilities

16,475

28,490

Contract liabilities

339,462

164,130

Current portion of operating lease liabilities (including $3,920 and $3,654 as of

December 31, 2025 and 2024, respectively, from related parties)

21,300

14,402

Current portion of long-term debt

16,694

22,984

Total current liabilities

708,156

411,109

Long-term debt, net of current portion (including $84,735 and $211,039 as of December 31,

2025 and 2024, respectively, from related parties)

812,398

1,585,846

Operating lease liabilities, net of current portion (including $17,282 and $20,960 as of

December 31, 2025 and 2024, respectively, from related parties)

103,762

80,669

Tax receivable agreement liability—related party

207,448

Deferred tax liabilities, net

46,714

35,428

Other long-term liabilities

12,123

35,856

Total liabilities

1,890,601

2,148,908

Commitments and contingencies

Stockholders’ equity / Member’s equity

Member’s equity

443,738

Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding as

of December 31, 2025

Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,856,975 shares

issued and outstanding as of December 31, 2025

638

Class B common stock, $0.01 par value, 200,000,000 shares authorized, 41,479,954 shares

issued and outstanding as of December 31, 2025

415

Additional paid-in capital

701,791

Accumulated deficit

(309,949

)

(250,169

)

Accumulated other comprehensive (loss) income

(698

)

9,111

Total Legence stockholders’ equity / Member’s equity

392,197

202,680

Noncontrolling interests

396,598

912

Total stockholders’ equity / Member’s equity

788,795

203,592

Total liabilities and stockholders’ equity / Member’s equity

$

2,679,396

$

2,352,500

12

Legence Corp.

Condensed Statements of Cash Flows

(In thousands) (Unaudited)

Year Ended December 31,

2025

2024

Cash flows from operating activities:

Net loss

$

(77,303

)

$

(27,643

)

Adjustments to reconcile net loss to cash provided by operating activities:

Amortization of intangible assets

82,342

80,967

Depreciation of property and equipment

31,946

29,882

Goodwill impairment

24,966

17,804

Long-lived asset impairment

2,415

Amortization of debt issuance costs and discounts

3,480

5,052

Loss on debt extinguishment

6,651

Stock-based compensation

67,550

5,411

Deferred taxes

15,287

(13,704

)

Tax receivable agreement liability remeasurement

2,914

Equity in earnings of joint venture

(1,443

)

(3,063

)

Return on investment in joint venture

1,700

1,000

Operating lease

right-of-use asset lease expense

18,279

13,091

Other

1,158

3,749

Changes in operating assets and liabilities:

Accounts receivable, net

(130,070

)

17,955

Contract assets

(71,185

)

(50,995

)

Prepaid expenses and other current assets

2,929

4,498

Accounts payable

117,910

10,699

Accrued compensation and benefits

12,298

(2,778

)

Accrued and other current liabilities

(13,967

)

(36,638

)

Contract liabilities

172,194

(14,507

)

Operating lease liabilities, current and long-term

(15,280

)

(10,603

)

Other long-term assets and liabilities

2,102

(909

)

Cash provided by operating activities

256,873

29,268

Cash flows from investing activities:

Purchases of property and equipment

(37,940

)

(19,008

)

Consideration paid for acquisitions, net of cash acquired

(16,497

)

(225,246

)

Proceeds from sale of property and equipment

390

269

Cash used in investing activities

(54,047

)

(243,985

)

Cash flows from financing activities:

Term loan borrowings (including $2,968 and $103,500 for the years ended December 31, 2025 and

2024, respectively, from related parties)

59,636

565,000

Term loan payments (including $74,797 in 2025 to related parties)

(852,214

)

(13,682

)

Notes payable payments

(7,878

)

(6,485

)

Finance lease payments

(3,843

)

(2,460

)

Cash distributions to Legence Parent

(301,614

)

Cash contributions from Legence Parent

400

Proceeds from IPO, net of underwriting discounts and commissions

780,243

Debt issuance costs

(1,626

)

(1,495

)

Payments for deferred offering costs

(28,145

)

(196

)

Payments of contingent consideration (including ($20,663) for the year ended December 31,

2024 from related parties)

(32,504

)

Cash (used in) provided by financing activities

(53,827

)

206,964

Increase (decrease) in cash and cash equivalents

148,999

(7,753

)

Cash and cash equivalents and restricted cash, beginning of period

81,167

88,920

Cash and cash equivalents, end of period

$

230,166

$

81,167

13

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), our earnings

release contains non-GAAP financial measures as described below.

Our

non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or substitutes for

analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures superior to, or a substitute for, the equivalent measures calculated and presented in

accordance with GAAP.

In addition, this press release includes certain projections of the non-GAAP financial

measure Adjusted EBITDA. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being

ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated

comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.

Adjusted EBITDA

Adjusted EBITDA is a financial measure

not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. EBITDA is defined as earnings before interest and other financing expenses, taxes,

depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude, or otherwise reflect, interest expense, interest income, income tax expense, depreciation and amortization, credit agreement amendment fees, goodwill

impairment, long-lived asset impairment, net (gain) loss on sale and disposition of property and equipment, loss on debt extinguishment, acquisition and integration costs, system deployment costs, strategic initiative costs, indemnification asset

adjustments, Tax Receivable Agreement liability remeasurements and stock-based compensation expense. Adjusted EBITDA should not be considered an alternative to net loss that is derived in accordance with GAAP. Management believes that the exclusion

of the above-described items from net loss in the presentation of the non-GAAP measure identified above enables us and our investors to more effectively evaluate our operations period over period and to

identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes this measure may be useful for investors in

comparing our operating results with those of other companies.

14

The following table provides a reconciliation of our net loss, the most directly comparable financial

measure presented in accordance with GAAP, to Adjusted EBITDA for the periods presented herein (in thousands):

Three Months Ended

December 31,

Year Ended December 31,

2025

2024

2025

2024

Net loss

$

(54,674

)

$

(18,200

)

$

(77,303

)

$

(27,643

)

Interest expense

13,550

26,217

101,778

91,609

Interest income

(1,900

)

(1,108

)

(4,488

)

(5,464

)

Income tax expense

8,499

(4,979

)

22,161

4,521

Depreciation and amortization

28,677

29,862

114,288

110,849

Credit agreement amendment fees(1)

3,312

3,682

6,302

7,801

Goodwill impairment(2)

24,966

17,804

24,966

17,804

Long-lived asset impairment(3)

2,415

2,415

Net (gain) loss on sale and disposition of property and equipment

(127

)

29

(326

)

(270

)

Loss on debt extinguishment

966

6,651

Acquisition and integration costs(4)

5,501

2,112

8,436

9,181

System deployment costs(5)

1,139

2,140

5,048

Strategic initiative costs(6)

2,964

3,545

17,092

10,778

Indemnification asset adjustments(7)

3,796

3,796

Tax Receivable Agreement liability

remeasurements(8)

2,914

2,914

Stock-based compensation expense

46,122

(3,315

)

68,003

5,411

Adjusted EBITDA

$

86,981

$

56,788

$

298,825

$

229,625

Net loss margin

(7.4

)%

(3.3

)%

(3.0

)%

(1.3

)%

Adjusted EBITDA margin

11.8

%

10.4

%

11.7

%

10.9

%

(1)

Represents costs incurred in connection with our debt refinancings in each of the periods presented.

(2)

Refer to “Note 5—Goodwill and Intangible Assets” in the Notes to Consolidated Financial

Statements to be included in the Annual Report for details on the nature of the impairment.

(3)

Refer to “Note 2—Summary of Significant Accounting Policies, Long-Lived Assets Impairment” in

the Notes to Consolidated Financial Statements to be included in the Annual Report for details on the nature of the impairment.

(4)

For the years ended December 31, 2025 and 2024, the figures include $5.7 million and

$5.6 million, respectively, of acquisition costs recorded in Acquisition-related costs, and $2.7 million and $3.6 million, respectively, of acquisition integration costs recorded in Selling, general and administrative on the

Consolidated Statements of Operations.

(5)

Represents consulting and initial upfront costs associated with implementing and optimizing certain enterprise

resource planning systems, including IFS, Onestream and Ceridian Dayforce.

(6)

Represents (i) consulting costs associated with rebranding efforts in connection with our name change to

Legence that we do not expect to recur in the future, (ii) upfront consulting and out-of-pocket costs related to developing and launching the cross-selling

framework amongst our brands, many of which were more recently acquired and integrated into the Legence brand, (iii) consulting and legal fees associated with education and marketing efforts for our clients with respect to utilizing certain

government incentive programs, (iv) consulting, legal, accounting, and other expenses in connection with non-recurring extraordinary company transactions, including fees related to our IPO that did not

meet the requirements to be deferred issuance costs, and (v) consulting, legal, accounting, and other expenses in connection with a secondary offering conducted on behalf of our selling shareholders.

(7)

Represents adjustments to an indemnification asset related to unrecognized tax benefits acquired in a prior

acquisition recorded in Other expense (income), net on the Consolidated Statements of Operations and is fully offset as an income tax benefit netted in Income tax expense on the Consolidated Statements of Operations.

(8)

Tax Receivable Agreement liability remeasurements are recorded in Other expense (income), net on the

Consolidated Statements of Operations.

15

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors

and analysts as they evaluate our performance. Gross profit is defined as revenue less cost of revenue services. Adjusted Gross Profit is defined as gross profit adjusted to exclude stock-based compensation expense related to legacy profit interest

units, where the payment of this expense is borne by entities outside of Legence Corp. Adjusted Gross Profit should not be considered an alternative to gross profit that is derived in accordance with GAAP. Adjusted Gross Margin is defined as

Adjusted Gross Profit divided by revenue. Management believes that the exclusion of the above-described items from gross profit in the presentation of the non-GAAP measure identified above enables us and our

investors to supplement the evaluation of our operations period over period and to identify operating trends that might not otherwise be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period

over period. In addition, management believes this measure may be useful for investors in comparing our operating results with those of other companies.

The following table provides a reconciliation of our gross profit, the most directly comparable financial measure presented in accordance with GAAP, to

Adjusted Gross Profit for the periods presented herein (in thousands) and our Adjusted Gross Margin for the same periods:

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Gross Profit

Engineering & Consulting Segment

$

47,779

$

51,518

$

238,869

$

205,085

Installation & Maintenance Segment

99,709

61,423

297,056

225,682

Consolidated

$

147,488

$

112,941

$

535,925

$

430,767

Non-GAAP Adjustment:

Stock-based compensation expense (benefit) from legacy profit interest units(1)

Engineering & Consulting Segment

$

5,626

$

(333

)

$

8,413

$

837

Installation & Maintenance Segment

3,446

(293

)

5,327

479

Consolidated

$

9,072

$

(626

)

$

13,740

$

1,316

Non-GAAP Adjusted Gross Profit:

Engineering & Consulting Segment

$

53,405

$

51,185

$

247,282

$

205,922

Installation & Maintenance Segment

103,155

61,130

302,383

226,161

Consolidated

$

156,560

$

112,315

$

549,665

$

432,083

Non-GAAP Adjusted Gross Margin:

Engineering & Consulting Segment

30.9

%

32.6

%

34.0

%

34.2

%

Installation & Maintenance Segment

18.3

%

15.6

%

16.6

%

15.1

%

Consolidated

21.2

%

20.5

%

21.6

%

20.6

%

(1)

Represents the portion of stock-based compensation expense related to legacy profit interest units paid for by

entities outside of Legence Corp. and recorded in cost of revenue in the Consolidated Condensed Statement of Operations. Figures exclude the portion of stock-based compensation expense related to restricted stock units and other equity awards issued

by Legence Corp.

16

Net Leverage

Net leverage is defined as net debt divided by Adjusted EBITDA. The Company believes this non-GAAP measure is useful to

investors as it provides alternative information that management believes to be useful in assessing our ability to meet our payment obligations in addition to considering the absolute amount of our debt. Net debt is a financial measure not presented

in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Net debt includes total balance sheet debt, excluding finance lease liabilities, less cash and cash

equivalents.

Backlog and Awarded Contracts and

Book-to-Bill Ratio

We believe that backlog and awarded contracts and book-to-bill ratio enable us to more effectively forecast our future results and working capital needs, as well as better identify future operating trends that may not

otherwise be apparent. Backlog represents, as of any date of determination, the expected revenue values of the remaining performance obligations under our contracted fixed-price projects. Awarded contracts represents, as of any date of

determination, the expected revenue values of projects awarded to us following a request for proposals but for which a formal contract has not yet been signed. We calculate our

book-to-bill ratio by taking our additions to backlog and awarded contracts, excluding additions that were attained through acquisition, for the period, and dividing it

by revenue from fixed-price contracts for the same period. Given that backlog and awarded contracts and book-to-bill ratio are operational measures and that our

methodology for calculating each such measure does not meet the definition of a non-GAAP financial measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required nor

provided.

17

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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dei:fileNumberItemType

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Period Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Namespace Prefix:

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Period Type:

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

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X

- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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