{"url_path":"/sec/lgn/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2052568/0002052568-26-000017-index.html","accession_number":"0002052568-26-000017","cik":"0002052568","ticker":"LGN","issuer_name":"Legence Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2052568/0002052568-26-000017-index.html","primary_entity_key":"0002052568","primary_entity_name":"Legence Corp."},"word_count":526,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nRecent Sales of Unregistered Securities\n\nOn January 2, 2026, we and Legence Subsidiary Holdings, LLC, a Delaware limited liability company (the “Purchaser”), consummated the previously announced acquisition of Bowers (the “Bowers Acquisition”) pursuant to the Equity Purchase Agreement (the “Purchase Agreement” and, the consummation of the transactions contemplated thereby, the “Bowers Acquisition Closing”), dated as of November 13, 2025, by and among the Company, the Purchaser, Bowers, and Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The David O’Donnell Revocable Trust dated Nov. 15, 2008 (collectively, the “Sellers”). The Purchase Agreement provided for a series of transactions, on the terms and subject to the conditions set forth therein, whereby (i) the Sellers caused Bowers and certain of its subsidiaries to convert into Maryland limited liability companies and the Sellers contributed 100% of the Bowers Interests to a newly formed Delaware limited liability company wholly owned by the Sellers (“NewCo”), which joined as a party to the Purchase Agreement, and (ii) the Purchaser purchased from NewCo all of the Bowers Interests in exchange for 2,551,672 shares of Class A Common Stock and approximately $325 million in cash, subject to customary post-closing adjustments.\n\nIn addition, on the terms and subject to the conditions set forth in the Purchase Agreement, on the Deferred Consideration Date, NewCo will receive an amount equal to $50 million, payable in either, or any combination of, as determined in the Purchaser’s sole discretion, (i) cash or (ii) shares of Class A Common Stock. The amount of Deferred Consideration Shares will be determined based on the volume weighted average sales price of the Class A Common Stock, as traded on Nasdaq, calculated for the 10 trading day period ending on the last trading day that occurs at least 3 days prior to the Deferred Consideration Date.\n\nThe issuance of the Stock Consideration was, and the issuance of any Deferred Consideration Shares will be, on the terms and subject to the conditions set forth in the Purchase Agreement, completed in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the \"Securities Act\") pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.\n\nOn March 1, 2026, we and our wholly owned subsidiary, OCI Associates, LLC, acquired certain assets from Metrix Engineers, LLC (“Metrix”) in exchange for approximately $25 million in cash, subject to customary post-closing adjustments, and 149,331 shares of Class A Common Stock, which shares, at Metrix’s direction, were issued to beneficial\n\n51\n\nowners of Metrix in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof as transactions by an issuer not involving any public offering.\n\nThe stock issuances described above did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe such issuances are exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof.\n\nIssuer Purchases of Equity Securities\n\nWe did not repurchase any equity securities registered under Section 12 of the Exchange Act during the first quarter of 2026."}