Form 8-K

8-K — Legence Corp.

Accession: 0001193125-26-222792

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002052568

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d151193d8k.htm (Primary)

EX-99.1 (d151193dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d151193d8k.htm · Sequence: 1

8-K

false 0002052568 0002052568 2026-05-14 2026-05-14

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): May 14, 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 May 14, 2026, Legence Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended March 31, 2026. 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 May 14, 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: May 14, 2026

By:

/s/ Stephen Butz

Name:

Stephen Butz

Title:

Chief Financial Officer

EX-99.1

Filename: d151193dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Legence Reports First Quarter 2026 Financial Results

Record Quarterly Revenues of $1.04 Billion, a 105% Increase from a Year Ago

Excluding Bowers Acquisition, Revenues (non-GAAP) Grew by 57% from a Year Ago1

Quarterly Adjusted EBITDA (non-GAAP) Increased

132% from Prior Year2

Record Total Backlog and Awards of $5.38 Billion, 104% Increase

from a Year Ago, with Q1 Book-to-Bill of 1.2x

Establish

Second Quarter 2026 Guidance for Revenue of $1.05 Billion - $1.1 Billion and Non-GAAP Adjusted EBITDA of $115 Million - $125 Million

Raise Full Year 2026 Guidance for Revenue to $4.1 Billion - $4.3 Billion and Non-GAAP Adjusted EBITDA

of $470 Million - $490 Million

SAN JOSE, California – May 14, 2026 – Legence Corp. (Nasdaq: LGN) (“Legence” or the

“Company”) today reported financial results for the first quarter ended March 31, 2026.

“Legence delivered a strong start to the

year, as our first quarter 2026 results reflect robust demand and exceptional project execution across the platform,” said Jeff Sprau, Chief Executive Officer of Legence. “Revenues more than doubled year over year, from a combination of

healthy organic growth in both Installation & Maintenance and Engineering & Consulting segments, alongside significant contributions from recent acquisitions, particularly The Bowers Group (“Bowers”). Our dedicated and

skilled craftspeople and engineering professionals continue to deliver complex projects safely, efficiently, and at the highest standards for our customers. We maintain strong visibility into our business, with record quarter-ending backlog and

awarded contracts, supported by solid demand and tailwinds across the diverse end markets that we serve.”

First Quarter 2026 Consolidated

Results:

Revenues for the first quarter 2026 totaled $1.04 billion, an increase of 105.1% from $506.0 million for the first quarter 2025.

Excluding the impact of the Bowers acquisition, non-GAAP revenue growth was 57.1%. Gross profit for the first quarter 2026 was $186.2 million with gross margin of 17.9%, compared to gross profit of

$111.7 million and

Excludes impact of approximately $243.3 million of first quarter 2026 revenues from Bowers. Revenue growth

(excluding Bowers) is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Measures” for more information.

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.”

gross margin of 22.1% for the first quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests (previously referred to as

“legacy profit interest units”) paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $193.8 million and non-GAAP

Adjusted Gross Margin of 18.7% for the first quarter 2026, compared to non-GAAP Adjusted Gross Profit of $110.9 million and non-GAAP Adjusted Gross Margin of 21.9%

for the first quarter 2025. Net income attributable to Legence for the first quarter 2026 was $16.1 million, or $0.13 per diluted share, compared to a net loss attributable to Legence of $21.2 million for the first quarter 2025. Net income

for the first quarter 2026 was $17.4 million, compared to a net loss of $19.1 million for the first quarter 2025. Non-GAAP Adjusted EBITDA for the first quarter 2026 was $118.1 million, an

increase of 132.4% from $50.8 million for the first quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of revenue growth (excluding Bowers), Adjusted Gross Profit, Adjusted

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

Legence Corp. Consolidated Results

($ in thousands)

Three Months Ended March 31,

2026

2025

Year over Year Change

Revenues:

Engineering & Consulting

165,801

16.0

145,447

28.7

20,354

14.0

Installation & Maintenance

872,092

84.0

360,506

71.3

511,586

141.9

Consolidated Revenues

1,037,893

100.0

505,953

100.0

531,940

105.1

Three Months Ended March 31,

2026

2025

Year over Year Change

% Margin

Gross Profit:

Engineering & Consulting

50,413

30.4

59,653

41.0

(9,240

)

(15.5

Installation & Maintenance

135,741

15.6

52,051

14.4

83,690

160.8

Consolidated Gross Profit

186,154

17.9

111,704

22.1

74,450

66.6

Non-GAAP Adjusted Gross Profit

193,846

18.7

110,871

21.9

82,975

74.8

Non-GAAP Adjusted EBITDA

118,101

11.4

50,819

10.0

67,282

132.4

Engineering & Consulting Segment Results:

Engineering & Consulting segment revenue for the first quarter 2026 totaled $165.8 million, an increase of 14.0% from $145.4 million for the

first quarter 2025, driven by higher demand for Program & Project Management services primarily from education, data centers & technology and other clients including hospitality & entertainment, partially offset by lower

revenue from Engineering & Design services primarily from education and mixed use clients.

Engineering & Consulting segment gross

profit for the first quarter 2026 totaled $50.4 million, a decrease of 15.5% from $59.7 million for the first quarter 2025. Excluding the impact of compensation related to legacy Series A Interests

and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $55.0 million and non-GAAP Adjusted Gross Margin of 33.2% for the first quarter 2026, compared to non-GAAP Adjusted Gross Profit of $59.2 million and

non-GAAP Adjusted Gross Margin of 40.7% for the first quarter 2025. 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 decrease in non-GAAP Adjusted Gross Profit was primarily driven by lower

non-GAAP Adjusted Gross Margin, partially offset by higher revenue. The decrease in non-GAAP Adjusted Gross Margin was primarily driven by a higher percentage of

subcontractor expenses, a revenue mix shift towards the Program & Project Management service line and lower Engineering & Design margins.

Engineering & Consulting Segment Results

($ in thousands)

Three Months Ended March 31,

2026

2025

Year over Year Change

Segment Revenues:

Engineering & Design

97,571

58.8

106,542

73.3

(8,971

)

(8.4

Program & Project Management

68,230

41.2

38,905

26.7

29,325

75.4

Engineering & Consulting Revenues

165,801

100.0

145,447

100.0

20,354

14.0

Three Months Ended March 31,

2026

2025

Year over Year Change

% Margin

Engineering & Consulting Gross Profit

50,413

30.4

59,653

41.0

(9,240

)

(15.5

Engineering & Consulting Non-GAAP Adjusted

Gross Profit

55,022

33.2

59,218

40.7

(4,196

)

(7.1

Installation & Maintenance Segment Results:

Installation & Maintenance segment revenue for the first quarter 2026 totaled $872.1 million, an increase of 141.9% from $360.5 million for

the first quarter 2025. Excluding the impact of the Bowers acquisition, non-GAAP Installation & Maintenance segment revenues grew by 74.4% over the comparable periods.3 The increase was driven by robust demand for our Installation & Fabrication services, primarily from data centers & technology clients. The increase in Maintenance &

Service revenue was primarily from data centers & technology, education, life sciences & healthcare, and state & local government clients. See the section titled “Non-GAAP

Financial Measures” for more information about non-GAAP revenue growth (excluding Bowers).

Installation & Maintenance segment gross profit for the first quarter 2026 totaled $135.7 million, an increase of 160.8% from $52.1 million

for the first quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted

Excludes impact of approximately $243.3 million of first quarter 2026 revenues from Bowers. Revenue growth

(excluding Bowers) is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Measures” for more information.

Gross Profit of $138.8 million and non-GAAP Adjusted Gross Margin of 15.9% for the first quarter 2026, compared to

non-GAAP Adjusted Gross Profit of $51.7 million and non-GAAP Adjusted Gross Margin of 14.3% for the first quarter 2025. 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 strong project execution and greater economies of scale in customer fulfillment support costs.

Installation & Maintenance Segment Results

($ in thousands)

Three Months Ended March 31,

2026

2025

Year over Year Change

Segment Revenues:

Installation & Fabrication

758,592

87.0

289,682

80.4

468,910

161.9

Maintenance & Service

113,500

13.0

70,824

19.6

42,676

60.3

Installation & Maintenance Revenues

872,092

100.0

360,506

100.0

511,586

141.9

Three Months Ended March 31,

2026

2025

Year over Year Change

% Margin

Installation & Maintenance Gross Profit

135,741

15.6

52,051

14.4

83,690

160.8

Installation & Maintenance Non-GAAP Adjusted

Gross Profit

138,824

15.9

51,653

14.3

87,171

168.8

Backlog and Awarded Contracts and

Book-to-Bill Ratio

Backlog and awarded contracts totaled

$5.38 billion at March 31, 2026, an increase of 103.9% from $2.64 billion at March 31, 2025. The consolidated book-to-bill ratio for the three-month

period ended March 31, 2026 was 1.2x. Engineering & Consulting segment backlog and awarded contracts increased by 12.9% year over year, primarily from growth in the state & local government and education end markets.

Installation & Maintenance segment backlog and awarded contracts increased by 150.7% year over year, primarily from the acquisition of Bowers and strong growth in the data center & technology end market.

Backlog and Awarded Contracts

($ in thousands)

As of March 31,

Year over Year Change

2026

2025

Engineering & Consulting

1,011,678

896,295

115,383

12.9

Installation & Maintenance

4,371,172

1,743,580

2,627,592

150.7

Total Backlog and Awarded Contracts

5,382,850

2,639,875

2,742,975

103.9

Book-to-bill ratio

for the three months ended March 31

1.2x

1.4x

Balance Sheet

At March 31, 2026, the Company had cash and equivalents of approximately $244.6 million and total

debt4 of approximately $1.02 billion. As a result, net leverage was 2.1 times, based on non-GAAP Adjusted EBITDA of the Company for the last 12 months

ended March 31, 2026 (“Legence LTM adjusted EBITDA”). When including non-GAAP EBITDA of Bowers for the nine months ended December 31, 2025 together with Legence LTM adjusted EBITDA,

adjusted net leverage was 1.8 times. Refer to “Non-GAAP Financial Measures” for definitions of net leverage and adjusted net leverage and related reconciliations.

Guidance

Legence announces the following guidance for

the second quarter of 2026:

•

Total revenues of $1.05 billion to $1.1 billion; and

•

Non-GAAP Adjusted EBITDA of $115 million to $125 million.

Legence revises guidance for full year 2026 as follows:

•

Total revenues of $4.1 billion to $4.3 billion, up from $3.7 billion to $3.9 billion; and

•

Non-GAAP Adjusted EBITDA of $470 million to $490 million, up

from $400 million to $430 million.

Conference Call

Legence will host a webcast and conference call to discuss its financial results on May 14, 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 June 14, 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.

Total debt defined as Term Loan balance of $995.3 million and Notes Payable balance of $26.2 million.

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 including, without limitation, those relating to 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 a number of assumptions, 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, 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 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 Annual Report on Form 10-K for

the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Annual Report”), and in other documents subsequently filed by the Company 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 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

Legence Corp.

Condensed Consolidated Statements of Operations

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

Three Months Ended March 31,

2026

2025

Revenue

1,037,893

505,953

Cost of revenue

851,739

394,249

Gross profit

186,154

111,704

Selling, general and administrative

116,095

69,459

Depreciation and amortization

36,828

26,092

Acquisition-related costs

11,432

157

Gain on sale of property and equipment

(64

)

(98

)

Equity in earnings of joint venture

(504

)

(460

)

Income from operations

22,367

16,554

Other expense (income):

Interest expense (including $1,680 and $4,296 for the three months in 2026 and 2025, respectively,

from related parties)

17,000

29,641

Interest income

(1,320

)

(755

)

Credit agreement amendment fees

3,243

2,877

Other income, net

(569

)

(108

)

Total other expense, net

18,354

31,655

Income (loss) before income tax

4,013

(15,101

)

Income tax (benefit) expense

(13,381

)

4,038

Net income (loss)

17,394

(19,139

)

Net income attributable to noncontrolling interests

1,300

2,074

Net income (loss) attributable to Legence

16,094

(21,213

)

Earnings per share:

Basic

0.24

Diluted

0.13

Weighted-average Class A Common Stock outstanding

Basic

67,151

Diluted

108,431

Legence Corp.

Condensed Consolidated Balance Sheets

(In thousands) (Unaudited)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

244,620

230,166

Accounts receivable, net

827,255

584,060

Contract assets, net

355,750

259,941

Prepaid expenses and other current assets

42,974

36,179

Total current assets

1,470,599

1,110,346

Property and equipment, net of accumulated depreciation of $106,729 and $98,650 as of

March 31, 2026 and December 31, 2025, respectively

115,361

92,333

Operating lease

right-of-use assets (including $19,082 and $20,025 as of March 31, 2026 and December 31, 2025, respectively, from related parties)

143,794

117,139

Goodwill

841,958

764,336

Intangible assets, net

843,266

551,420

Other assets

68,130

43,822

Total assets

3,483,108

2,679,396

Liabilities and Equity

Current liabilities:

Accounts payable

350,316

246,161

Accrued compensation and benefits

120,264

68,064

Accrued and other current liabilities

73,849

16,475

Contract liabilities

543,280

339,462

Current portion of operating lease liabilities (including $3,946 and $3,920 as of March 31,

2026 and December 31, 2025, respectively, from related parties)

27,402

21,300

Current portion of long-term debt

18,297

16,694

Total current liabilities

1,133,408

708,156

Long-term debt, net of current portion (including $96,545 and $84,735 as of March 31, 2026

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

1,008,769

812,398

Operating lease liabilities, net of current portion (including $16,290 and $17,282 as of

March 31, 2026 and December 31, 2025, respectively, from related parties)

123,250

103,762

Tax receivable agreement liability—related party

208,838

207,448

Deferred tax liabilities, net

45,149

46,714

Other long-term liabilities

12,655

12,123

Total liabilities

2,532,069

1,890,601

Commitments and contingencies

Stockholders’ equity

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

of March 31, 2026 and December 31, 2025

—

Class A common stock $0.01 par value, 1,000,000,000 shares authorized, 67,338,099 and

63,856,975 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

673

638

Class B common stock $0.01 par value, 200,000,000 shares authorized, 40,699,833 and

41,479,954 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

407

415

Additional paid-in capital

796,998

701,791

Accumulated deficit

(293,855

)

(309,949

)

Accumulated other comprehensive (loss) income

1,221

(698

)

Total Legence stockholders’ equity

505,444

392,197

Noncontrolling interests

445,595

396,598

Total stockholders’ equity

951,039

788,795

Total liabilities and stockholders’ equity

3,483,108

2,679,396

Legence Corp.

Condensed Statements of Cash Flows

(In thousands) (Unaudited)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net income (loss)

17,394

(19,139

)

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Amortization of intangible assets

32,554

21,462

Depreciation of property and equipment

9,722

7,889

Amortization of debt issuance costs and discounts

425

1,084

Stock-based compensation

36,652

(4,458

)

Compensation expense - Performance Interests

3,763

—

Deferred taxes

(19,321

)

(1,452

)

Equity in earnings of joint venture

(504

)

(460

)

Operating lease

right-of-use asset lease expense

6,877

4,001

Other

(200

)

Changes in operating assets and liabilities:

Accounts receivable, net

(59,199

)

32,451

Contract assets

(25,711

)

(9,991

)

Prepaid expenses and other current assets

(1,549

)

(664

)

Accounts payable

26,144

(5,733

)

Accrued compensation and benefits

24,044

11,009

Accrued and other current liabilities

(5,856

)

1,919

Contract liabilities

79,141

(4,932

)

Operating lease liabilities, current and long-term

(5,153

)

(3,272

)

Other long-term assets and liabilities

658

(53

)

Cash provided by operating activities

120,112

29,461

Cash flows from investing activities:

Purchases of property and equipment

(17,822

)

(5,364

)

Consideration paid for acquisitions, net of cash acquired

(281,330

)

(453

)

Proceeds from sale of property and equipment

133

Cash used in investing activities

(299,019

)

(5,750

)

Cash flows from financing activities:

Term loan borrowings (including $15,000 and $2,495 in 2026 and 2025, respectively, from related

parties)

200,000

2,495

Term loan payments

(2,494

)

(6,604

)

Revolver borrowings

25,000

—

Revolver payments

(25,000

)

—

Notes payable payments

(1,905

)

(3,379

)

Finance lease payments

(1,288

)

(849

)

Debt issuance costs

(892

)

—

Payments for deferred offering costs

(60

)

(7,416

)

Cash provided by (used in) financing activities

193,361

(15,753

)

Increase in cash and cash equivalents

14,454

7,958

Cash and cash equivalents, beginning of period

230,166

81,167

Cash and cash equivalents, end of period

244,620

89,125

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.

Revenue Growth (excluding Bowers)

This press release

discloses consolidated revenue growth of Legence of 57.1%, and revenue growth of Legence’s Installation & Maintenance segment of 74.4%, for the quarter ended March 31, 2026, compared to the quarter ended March 31, 2025, the

calculation of which, in each case, excludes the impact of approximately $243.3 million of first quarter 2026 revenues from Bowers. Such metrics are not calculated in accordance with GAAP. Management believes such metrics provide investors with

useful supplemental information regarding the Company’s organic revenue performance by presenting revenue growth without giving effect to the impact of the Bowers acquisition. As calculated in accordance with GAAP, revenue growth of Legence

was 105% (based on first quarter 2026 and 2025 consolidated revenues of $1.04 billion and $506.0 million, respectively), and revenue growth of Legence’s Installation & Maintenance segment was 141.9% (based on first quarter

2026 and 2025 I&M segment revenues of $872.1 million and $360.5 million, respectively), for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025.

Adjusted EBITDA and Adjusted EBITDA Margin; Net Leverage and Adjusted Net Leverage

Adjusted EBITDA and Adjusted EBITDA Margin are financial measures not presented in accordance with GAAP but are intended to provide useful and supplemental

information to investors and analysts as they evaluate our performance. Adjusted EBITDA is defined as net income (loss) adjusted to exclude, or otherwise reflect, interest expense, interest income, income tax (benefit) expense, depreciation and

amortization, credit agreement amendment

fees, goodwill impairment, long-lived asset impairment, net gain 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 and other non-cash compensation expense (benefit). Adjusted

EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin should not be considered alternatives to net income (loss) or net income (loss) margin, respectively, as determined in accordance with GAAP.

Management believes that the exclusion of the above-described items from net income (loss) in the presentation of the non-GAAP measures 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

these measures may be useful for investors in comparing our operating results with those of other companies.

Net leverage is defined as net debt of

Legence divided by Adjusted EBITDA of Legence, and adjusted net leverage is defined as net debt of Legence divided by LTM combined adjusted EBITDA. Net debt includes total balance sheet debt, excluding finance lease liabilities, less cash and cash

equivalents. LTM combined adjusted EBITDA is the sum of (1) adjusted EBITDA of Legence for the 12-month period ended March 31, 2026 (or “Legence LTM adjusted EBITDA”) and (2) EBITDA

of Bowers for the nine month period ended December 31, 2025 (“Bowers EBITDA”), which is based on certain unaudited financial information of Bowers for the three months ended December 31, 2025 and audited financial information

of Bowers for the year ended September 30, 2025. Bowers EBITDA is defined as net income, plus depreciation and amortization, interest income and income tax expense. The Company believes these non-GAAP

measures are useful to investors as they provides alternative information that management believes to be useful in assessing (including, in the case of adjusted net leverage, on a combined basis giving effect to the Bowers acquisition) our ability

to meet our payment obligations in addition to considering the absolute amount of our debt.

The following table provides a reconciliation (the

“Legence adjusted EBITDA Reconciliation”) of our net income (loss), the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA, and a calculation of Adjusted EBITDA Margin for the periods

indicated (in thousands):

Three Months Ended

March 31,

Year Ended

December 31,

Twelve

Months

Ended

March 31,

2026

2025

2026

Net income (loss)

17,394

(19,139

)

(77,303

)

(40,770

)

Interest expense

17,000

29,641

101,778

89,137

Interest income

(1,320

)

(755

)

(4,488

)

(5,053

)

Income tax (benefit) expense

(13,381

)

4,038

22,161

4,742

Depreciation and amortization

42,276

29,351

114,288

127,213

Credit agreement amendment fees(1)

3,243

2,877

6,302

6,668

Goodwill impairment(2)

—

24,966

Long-lived asset impairment(3)

—

2,415

Net gain on sale and disposition of property and equipment

(64

)

(98

)

(326

)

(292

)

Loss on debt extinguishment

—

6,651

Acquisition and integration costs(4)

11,693

1,468

8,436

18,661

System deployment costs(5)

—

1,106

2,140

1,034

Strategic initiative costs(6)

1,199

6,788

17,092

11,503

Indemnification asset adjustments(7)

(105

)

—

3,796

3,690

Tax Receivable Agreement liability

remeasurements(8)

(249

)

—

2,914

2,665

Stock-based and other non-cash compensation

expense

(benefit)(9)

40,415

(4,458

)

68,003

112,877

Adjusted EBITDA

118,101

50,819

298,825

366,107

Net income (loss) margin

1.7

(3.8

(3.0

(1.3

Adjusted EBITDA margin

11.4

10.0

11.7

11.9

(1)

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

(2)

Refer to the “Part II, Item 8. Financial Statements and Supplementary Data, Note 5—Goodwill and

Intangible Assets” section of our annual report on Form 10-K for the year ended December 31, 2025.

(3)

Refer to the “Part II, Item 8. Financial Statements and Supplementary Data, Note 2—Summary of

Significant Accounting Policies, Long-Lived Assets Impairment” section of our annual report on Form 10-K for the year ended December 31, 2025.

(4)

For the three months ended March 31, 2026 and 2025, the figures include $11.4 million and

$0.2 million, respectively, of acquisition costs recorded in acquisition-related costs and $0.3 million and $1.3 million, respectively, of acquisition integration costs recorded in selling, general and administrative costs in the

Condensed Consolidated Statements of Operations.

(5)

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

resource planning systems.

(6)

Represents (i) 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 (ii) consulting, legal, accounting, and other expenses in

connection with secondary offerings 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 income, net on the Condensed Consolidated Statements of Operations and is fully offset in Income tax (benefit) expense on the Condensed Consolidated Statements of Operations.

(8)

Tax Receivable Agreement liability remeasurements are recorded in Other income, net on the Condensed

Consolidated Statements of Operations.

(9)

Includes compensation expense for legacy Series A Interests and Restricted Series C Interests, as well as RSUs

and stock options.

The following table provides a reconciliation (the “Bowers EBITDA Reconciliation”) of net income

of Bowers, the most directly comparable financial measure presented in accordance with GAAP, to Bowers EBITDA for the nine months ended December 31, 2025:

The Bowers Group, Inc. Consolidated Results

($ in thousands)

Nine Months Ended

December 31, 2025

Net Income

69,991

Interest Income

(1,872

)

Income Tax Expense

3,532

Depreciation and Amortization

1,325

EBITDA

72,976

The following table, taken together with the Legence adjusted EBITDA Reconciliation and the Bowers EBITDA Reconciliation,

presents the calculation of LTM combined adjusted EBITDA:

LTM combined adjusted EBITDA

($ in thousands)

Three Months Ended

March 31, 2026

Nine Months Ended

December 31, 2025

Twelve Months Ended

March 31, 2026

Legence Adjusted EBITDA

118,101

248,006

366,107

Bowers EBITDA

72,976

LTM combined adjusted EBITDA

439,083

The following table presents the calculation of net leverage and adjusted net leverage:

($ in thousands)

March 31, 2026

Cash

244,620

Term Loan

995,278

Notes Payable

26,167

Total Debt(1)

1,021,445

Net Debt(1)

776,825

Legence LTM adjusted EBITDA

366,107

Net Leverage

2.1

LTM combined adjusted EBITDA(2)

439,083

Adjusted Net Leverage

1.8

(1)

Excludes $12.8 million finance leases in March 31, 2026

(2)

Represents the sum of (a) Adjusted EBITDA of Legence for the

12-month period ended March 31, 2026 and (b) EBITDA of Bowers for the nine month period ended December 31, 2025

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 compensation related to legacy Series A Interests and Restricted Series C Interests, 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

March 31, 2026

2026

2025

Gross Profit

Engineering & Consulting Segment

50,413

59,653

Installation & Maintenance Segment

135,741

52,051

Consolidated

186,154

111,704

Non-GAAP Adjustments:

Compensation related to legacy Series A Interests and Restricted Series C Interests(1)

Engineering & Consulting Segment

4,609

(435

)

Installation & Maintenance Segment

3,083

(398

)

Consolidated

7,692

(833

)

Non-GAAP Adjusted Gross Profit:

Engineering & Consulting Segment

55,022

59,218

Installation & Maintenance Segment

138,824

51,653

Consolidated

193,846

110,871

Non-GAAP Adjusted Gross Margin:

Engineering & Consulting Segment

33.2

40.7

Installation & Maintenance Segment

15.9

14.3

Consolidated

18.7

21.9

(1)

Represents the portion of compensation related to legacy Series A Interests and Restricted Series C Interests

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

awards issued by Legence Corp.

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.

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