LEGENCE PARENT LLC 4
4 · Legence Corp. · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Legence (LGN) 10% Owner Legence Parent ML LLC Sells $831M in Shares
What Happened
- Legence Parent ML LLC (a reported 10% owner) converted Class B units into Class A common stock and sold a total of 15,394,112 Class A shares on April 9, 2026. The sales were executed at the public offering price of $54.00 per share for gross proceeds of approximately $831,282,048 (9,528,699 shares = $514,549,746; 5,865,413 shares = $316,732,302).
- Footnotes indicate the conversions involved exchanging 9,528,699 Class B Units (and forfeiting corresponding Class B common shares) for Class A shares, and the sales were made in connection with a secondary offering — shares were sold to underwriters at the public offering price less underwriting discounts of $1.89 per share.
Key Details
- Transaction date: 2026-04-09; sale price reported: $54.00 per share.
- Shares sold: 9,528,699 and 5,865,413 (total 15,394,112); gross proceeds ≈ $831.3M.
- Conversion: Reported conversion/exchange of 9,528,699 Class B Units into Class A shares prior to sale (see footnotes F1, F3).
- Ownership after transaction: The filing continues to identify Parent ML as a 10% owner; the excerpt does not provide a single-line post-transaction share total for all securities held. Footnote F4 references Class B Units and related Class B common stock held immediately after the exchange.
- Notable footnotes: sales were part of a secondary offering to underwriters (F2); Parent ML is part of an ownership chain controlled ultimately by Blackstone-related entities (F5–F7). Multiple reporting persons filed separately (F8).
- Filing timeliness: Reported and filed with a period ending 2026-04-09 (no late filing indicated).
Context
- This was an institutional sale in connection with a secondary offering, not a routine open-market trade by an individual executive. The filing shows conversion of private/derivative units (Class B Units) into publicly tradeable Class A shares and immediate disposition into the offering — effectively a structured liquidity event. As always, sales in connection with offerings reflect transaction mechanics and underwriting arrangements rather than a straightforward signal of insider sentiment.
Insider Transaction Report
Form 4
Legence Parent ML LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F5][F7][F8]2026-04-09+9,528,699→ 9,707,270 total(indirect: Parent ML) - Conversion
Class B Common Stock
[F1][F4][F5][F7][F8]2026-04-09−9,528,699→ 31,171,134 total(indirect: Parent ML) - Sale
Class A Common Stock
[F2][F5][F7][F8]2026-04-09$54.00/sh−9,528,699$514,549,746→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
[F2][F6][F7][F8]2026-04-09$54.00/sh−5,865,413$316,732,302→ 19,297,381 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
[F3][F1][F4][F5][F7][F8]2026-04-09−9,528,699→ 31,171,134 total(indirect: See Footnotes)→ Class A Common Stock (9,528,699 underlying)
Footnotes (8)
- [F1]Represents the exchange by Legence Parent ML LLC ("Parent ML") of 9,528,699 Class B Units of Legence Holdings LLC ("Holdings") (together with an equal number of shares of the Issuer's Class B Common Stock, which were forfeited for no additional consideration) for a corresponding number of shares of the Issuer's Class A Common Stock (the "Exchange").
- [F2]In connection with the closing of the secondary offering (the "Offering") of shares of Class A Common Stock of the Issuer, Parent ML and Legence Parent II ML LLC ("Parent II ML") sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $54.00 per share of Class A Common Stock, less underwriting discounts and commissions of $1.89 per share.
- [F3]Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Holdings and that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings, Parent ML may exchange Class B Units held by it (along with forfeiting a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis. The Class B Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.
- [F4]Represents Class B Units and a corresponding number shares of Class B Common Stock directly held by Parent ML immediately following the Exchange.
- [F5]Parent ML is controlled by Legence Parent LLC ("Parent"), its sole member. Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency.
- [F6]Parent II ML is controlled by Legence Parent II LLC ("Parent II LLC"), its sole member. Parent II LLC is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II.
- [F7]Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- [F8]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.