Form 8-K

8-K — Legence Corp.

Accession: 0001193125-26-347873

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0002052568

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d175420d8k.htm (Primary)

EX-99.1 (d175420dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d175420d8k.htm · Sequence: 1

8-K

false 0002052568 0002052568 2026-08-13 2026-08-13

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): August 13, 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 August 13, 2026, Legence Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended June 30, 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 August 13, 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: August 13, 2026

By:

/s/ Stephen Butz

Name:

Stephen Butz

Title:

Chief Financial Officer

EX-99.1

Filename: d175420dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Legence Reports Second Quarter 2026 Financial Results

Record Quarterly Revenues of $1.26 Billion, a 111% Increase from a Year Ago

Excluding Bowers Acquisition, Revenues (non-GAAP) Grew by 60% from a Year Ago1

Quarterly Adjusted EBITDA (non-GAAP) Increased

114% from Prior Year2

Record Total Backlog and Awarded Contracts of $5.67 Billion, a

105% Increase from a Year Ago

Establish Third Quarter 2026 Guidance for Revenue of $1.225 Billion - $1.275 Billion and Non-GAAP Adjusted EBITDA of $150 Million - $160 Million

Raise Full Year 2026 Guidance for Revenue to $4.7

Billion - $4.8 Billion and Non-GAAP Adjusted EBITDA of $565 Million - $585 Million

SAN JOSE, California -

August 13, 2026 - Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today reported financial results for the second quarter ended June 30, 2026.

“Strong customer demand led to another record quarter for Legence, with new highs in revenue, Adjusted EBITDA and backlog and awarded contracts,”

said Jeff Sprau, Chief Executive Officer of Legence. “Total revenue more than doubled year over year, with revenue growth, excluding the impact of The Bowers Group (“Bowers”) acquisition, of approximately 60%. While the data

centers & technology end market continues to be a significant driver of our performance, we are also benefitting from healthy activity across our other diverse end markets, including life sciences & healthcare, state &

local government, and education. Our dedicated craftspeople, technicians, and engineering professionals are executing at the highest standards, and we are leveraging the scalability of our growth platform to drive sequential Adjusted EBITDA Margin

expansion. As we enter the second half of 2026, healthy industry conditions, combined with our backlog-supported visibility, gives us confidence to raise our revenue and profit outlook for the year.”

Excludes impact of approximately $303.8 million of second 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.”

Second Quarter 2026 Consolidated Results:

Revenues for the second quarter 2026 totaled $1.26 billion, an increase of 110.7% from $598.9 million for the second quarter 2025. Excluding the

impact of the Bowers acquisition, non-GAAP revenue growth was 60.0%. Gross profit for the second quarter 2026 was $220.2 million with gross margin of 17.4%, compared to gross profit of $128.7 million

and gross margin of 21.5% for the second 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 $234.0 million and non-GAAP Adjusted Gross Margin of 18.5% for the second quarter 2026, compared to

non-GAAP Adjusted Gross Profit of $130.3 million and non-GAAP Adjusted Gross Margin of 21.8% for the second quarter 2025. The decrease in non-GAAP Adjusted Gross Profit and non-GAAP Adjusted Gross Margin was primarily due to a revenue mix shift towards Installation & Maintenance and a slight decline in

Engineering & Consulting Adjusted Gross Margin. Net loss attributable to Legence for the second quarter 2026 was $27.8 million, or $(0.37) per diluted share, compared to a net loss attributable to Legence of $5.3 million for the

second quarter 2025. Net loss for the second quarter 2026 was $34.6 million, compared to a net loss of $3.9 million for the second quarter 2025. Non-GAAP Adjusted EBITDA for the second quarter 2026

was $154.6 million, an increase of 114.1% from $72.2 million for the second 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 June 30,

2026

2025

Year over Year Change

Revenues:

Engineering & Consulting

206,893

16.4

196,094

32.7

10,799

5.5

Installation & Maintenance

1,055,234

83.6

402,796

67.3

652,438

162.0

Consolidated Revenues

1,262,127

100.0

598,890

100.0

663,237

110.7

Three Months Ended June 30,

2026

2025

Year over Year Change

% Margin

Gross Profit:

Engineering & Consulting

56,148

27.1

64,111

32.7

(7,963

)

(12.4

Installation & Maintenance

164,083

15.5

64,563

16.0

99,520

154.1

Consolidated Gross Profit

220,231

17.4

128,674

21.5

91,557

71.2

Non-GAAP Adjusted Gross Profit

233,960

18.5

130,330

21.8

103,630

79.5

Non-GAAP Adjusted EBITDA

154,569

12.2

72,204

12.1

82,365

114.1

Engineering & Consulting Segment Results:

Engineering & Consulting segment revenue for the second quarter 2026 totaled $206.9 million, an increase of 5.5% from $196.1 million for the

second quarter 2025, driven by higher demand for Program & Project Management services primarily from state & local government and data centers & technology clients, partially offset by lower revenue from

Engineering & Design services primarily from mixed-use clients.

Engineering & Consulting

segment gross profit for the second quarter 2026 totaled $56.1 million, a decrease of 12.4% from $64.1 million for the second 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 $64.3 million and non-GAAP Adjusted Gross Margin of 31.1% for the

second quarter 2026, compared to non-GAAP Adjusted Gross Profit of $65.1 million and non-GAAP Adjusted Gross Margin of 33.2% for the second 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 revenue mix shift towards the Program & Project Management service line and rising indirect customer fulfillment costs.

Engineering & Consulting Segment Results

($ in thousands)

Three Months Ended June 30,

2026

2025

Year over Year Change

Segment Revenues:

Engineering & Design

102,348

49.5

106,685

54.4

(4,337

)

(4.1

Program & Project Management

104,545

50.5

89,409

45.6

15,136

16.9

Engineering & Consulting Revenues

206,893

100.0

196,094

100.0

10,799

5.5

Three Months Ended June 30,

2026

2025

Year over Year Change

% Margin

Engineering & Consulting Gross Profit

56,148

27.1

64,111

32.7

(7,963

)

(12.4

Engineering & Consulting Non-GAAP Adjusted

Gross Profit

64,334

31.1

65,088

33.2

(754

)

(1.2

Installation & Maintenance Segment Results:

Installation & Maintenance segment revenue for the second quarter 2026 totaled $1.06 billion, an increase of 162.0% from $402.8 million for

the second quarter 2025. Excluding the impact of the Bowers acquisition, non- GAAP Installation & Maintenance segment revenues grew by 86.6% over the comparable periods.3 The increase was

driven by strong 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, state & local government and life sciences & healthcare 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 second

quarter 2026 totaled $164.1 million, an increase of 154.1% from $64.6 million for the second 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 $169.6 million and non-GAAP Adjusted Gross Margin of 16.1% for the second quarter 2026, compared

to non-GAAP Adjusted Gross Profit of $65.2 million and non-GAAP Adjusted Gross Margin of 16.2% for the second 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, partially offset by a slight decline in non-GAAP Adjusted Gross Margin. The slight decline in non-GAAP Adjusted Gross Margin was primarily due to an increase in Installation & Fabrication revenue mix, and lower service line margins, largely offset by greater economies of scale in customer

fulfillment support costs.

Installation & Maintenance Segment Results

($ in thousands)

Three Months Ended June 30,

2026

2025

Year over Year Change

Segment Revenues:

Installation & Fabrication

924,884

87.6

320,025

79.5

604,859

189.0

Maintenance & Service

130,350

12.4

82,771

20.5

47,579

57.5

Installation & Maintenance Revenues

1,055,234

100.0

402,796

100.0

652,438

162.0

Three Months Ended June 30,

2026

2025

Year over Year Change

% Margin

Installation & Maintenance Gross Profit

164,083

15.5

64,563

16.0

99,520

154.1

Installation & Maintenance Non-GAAP Adjusted

Gross Profit

169,626

16.1

65,242

16.2

104,384

160.0

Excludes impact of approximately $303.8 million of second 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.

Backlog and Awarded Contracts and

Book-to-Bill Ratio

Backlog and awarded contracts totaled

$5.67 billion at June 30, 2026, an increase of 104.6% from $2.77 billion at June 30, 2025. The consolidated book-to-bill ratio for the three-month

period ended June 30, 2026 was 1.2x. Engineering & Consulting segment backlog and awarded contracts increased by 26.6% year over year, primarily from growth in the state & local government, education, and life

sciences & healthcare end markets. Installation & Maintenance segment backlog and awarded contracts increased by 141.2% year over year, primarily from the acquisition of Bowers and strong growth in the data centers &

technology and education end markets.

Backlog and Awarded Contracts

($ in thousands)

As of June 30,

Year over Year Change

2026

2025

Engineering & Consulting

1,122,226

886,217

236,009

26.6

Installation & Maintenance

4,549,573

1,886,457

2,663,116

141.2

Total Backlog and Awarded Contracts

5,671,799

2,772,674

2,899,125

104.6

Book-to-bill ratio

for the three months ended

June 30

1.2x

1.3x

Book-to-bill ratio

for the six months ended

June 30

1.2x

1.3x

Balance Sheet

June 30, 2026, the Company had cash and equivalents of approximately $292.0 million and total debt4 of approximately $1.03 billion. As a result, net leverage was 1.6 times, based on

non-GAAP Adjusted EBITDA of the Company for the last 12 months ended June 30, 2026 (“Legence LTM adjusted EBITDA”). When including non-GAAP EBITDA of

Bowers for the six months ended December 31, 2025 together with Legence LTM adjusted EBITDA, adjusted net leverage was 1.5 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 third quarter of 2026:

•

Total revenues of $1.225 billion to $1.275 billion; and

•

Non-GAAP Adjusted EBITDA of $150 million to $160 million.

Legence revises guidance for full year 2026 as follows:

•

Total revenues of $4.7 billion to $4.8 billion, up from $4.1 billion to $4.3 billion; and

•

Non-GAAP Adjusted EBITDA of $565 million to $585 million, up

from $470 million to $490 million.

Total debt defined as Term Loan balance of $992.8 million and Notes Payable balance of $33.6 million.

Conference Call

Legence will host a webcast and conference call to discuss its financial results on August 13, 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 September 13, 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 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,” “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 beliefs, 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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

1,262,127

598,890

2,300,020

1,104,843

Cost of revenue

1,041,896

470,216

1,893,635

864,465

Gross profit

220,231

128,674

406,385

240,378

Selling, general and administrative

147,591

72,468

263,686

141,927

Depreciation and amortization

37,972

25,344

74,800

51,436

Acquisition-related costs

415

11,847

176

Gain on sale of property and equipment

(118

)

(122

)

(182

)

(220

)

Goodwill impairment

21,586

—

21,586

—

Long-lived asset impairment

19,491

—

19,491

—

Equity in earnings of joint venture

(88

)

(364

)

(592

)

(824

)

(Loss) income from operations

(6,618

)

31,329

15,749

47,883

Other expense (income):

Interest expense (including $1,567 and $4,169 for the three months in 2026 and 2025, respectively,

and $3,247 and $8,465 for the six months in 2026 and 2025, respectively, from related parties)

16,911

30,404

33,911

60,045

Interest income

(1,914

)

(764

)

(3,234

)

(1,519

)

Credit agreement amendment fees

2,014

5,257

2,926

Loss on debt extinguishment

—

Other income, net

(169

)

(37

)

(738

)

(145

)

Total other expense, net

16,855

29,652

35,209

61,307

(Loss) income before income tax

(23,473

)

1,677

(19,460

)

(13,424

)

Income tax expense (benefit)

11,091

5,546

(2,290

)

9,584

Net loss

(34,564

)

(3,869

)

(17,170

)

(23,008

)

Net (loss) income attributable to noncontrolling interests

(6,723

)

1,401

(5,423

)

3,475

Net loss attributable to Legence

(27,841

)

(5,270

)

(11,747

)

(26,483

)

Loss per share:

Basic

(0.37

)

(0.16

)

Diluted

(0.37

)

(0.23

)

Weighted-average Class A Common Stock outstanding:

Basic

76,032

71,616

Diluted

76,032

107,976

Legence Corp.

Condensed Consolidated Balance Sheets

(In thousands, except par value and share amounts) (Unaudited)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

291,980

230,166

Accounts receivable, net

918,930

584,060

Contract assets, net

382,167

259,941

Prepaid expenses and other current assets

55,099

36,179

Total current assets

1,648,176

1,110,346

Property and equipment, net of accumulated depreciation of $115,490 and $98,650 as of

June 30, 2026 and December 31, 2025, respectively

130,412

92,333

Operating lease

right-of-use assets (including $18,598 and $20,025 as of June 30, 2026 and December 31, 2025, respectively, from related parties)

153,536

117,139

Goodwill

822,521

764,336

Intangible assets, net

792,175

551,420

Other assets

192,869

43,822

Total assets

3,739,689

2,679,396

Liabilities and Equity

Current liabilities:

Accounts payable

428,988

246,161

Accrued compensation and benefits

139,133

68,064

Accrued and other current liabilities

81,405

16,475

Contract liabilities

517,932

339,462

Current portion of operating lease liabilities (including $3,889 and $3,920 as of June 30,

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

31,008

21,300

Current portion of long-term debt

26,201

16,694

Total current liabilities

1,224,667

708,156

Long-term debt, net of current portion (including $97,162 and $84,735 as of June 30, 2026 and

December 31, 2025, respectively, from related parties)

1,008,336

812,398

Operating lease liabilities, net of current portion (including $15,759 and $17,282 as of

June 30, 2026 and December 31, 2025, respectively, from related parties)

130,023

103,762

Tax receivable agreement liability - related party

342,729

207,448

Deferred tax liabilities, net

43,397

46,714

Other long-term liabilities

12,997

12,123

Total liabilities

2,762,149

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 June 30, 2026 and December 31, 2025

—

Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 76,881,291 and 63,856,975

shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

768

638

Class B common stock, $0.01 par value, 200,000,000 shares authorized, 31,171,134 and

41,479,954 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

312

415

Additional paid-in capital

917,012

701,791

Accumulated deficit

(321,696

)

(309,949

)

Accumulated other comprehensive income (loss)

4,067

(698

)

Total Legence stockholders’ equity

600,463

392,197

Noncontrolling interests

377,077

396,598

Total stockholders’ equity

977,540

788,795

Total liabilities and stockholders’ equity

3,739,689

2,679,396

Legence Corp.

Condensed Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net loss

(17,170

)

(23,008

)

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

Amortization of intangible assets

65,954

42,237

Depreciation of property and equipment

20,512

15,884

Goodwill impairment

21,586

—

Long-lived asset impairment

19,491

—

Amortization of debt issuance costs and discounts

859

2,065

Stock-based compensation

96,478

3,241

Compensation expense - Performance Interests

15,554

—

Deferred taxes

(26,647

)

(3,929

)

Equity in earnings of joint venture

(592

)

(824

)

Operating lease

right-of-use asset lease expense

14,413

8,301

Other

755

430

Changes in operating assets and liabilities:

Accounts receivable, net

(151,052

)

(41,071

)

Contract assets

(53,696

)

(24,516

)

Prepaid expenses and other current assets

(2,934

)

3,887

Accounts payable

105,297

46,514

Accrued compensation and benefits

42,716

21,771

Accrued and other current liabilities

1,908

(2,410

)

Contract liabilities

51,421

20,039

Operating lease liabilities, current and long-term

(12,051

)

(6,652

)

Other long-term assets and liabilities

1,692

583

Cash provided by operating activities

194,494

62,542

Cash flows from investing activities:

Purchases of property and equipment

(41,867

)

(14,164

)

Consideration paid for acquisitions, net of cash acquired

(281,293

)

(453

)

Proceeds from sale of property and equipment

220

166

Cash used in investing activities

(322,940

)

(14,451

)

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

(4,983

)

(10,714

)

Revolver borrowings

25,000

—

Revolver payments

(25,000

)

—

Notes payable payments

(3,273

)

(4,354

)

Finance lease payments

(2,855

)

(1,813

)

Payments for deferred offering costs

(60

)

(16,973

)

Legence Corp.

Condensed Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

Other

1,431

—

Cash provided by (used in) financing activities

190,260

(31,359

)

Increase in cash and cash equivalents

61,814

16,732

Cash and cash equivalents, beginning of period

230,166

81,167

Cash and cash equivalents, end of period

291,980

97,899

Non-GAAP Financial Measures

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

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 as 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 reconciliations of the forward-looking non-GAAP financial measures are included.

Revenue Growth (excluding Bowers)

This press release

discloses consolidated revenue growth of Legence of 60.0%, and revenue growth of Legence’s Installation & Maintenance segment of 86.6%, for the quarter ended June 30, 2026, compared to the quarter ended June 30, 2025, the

calculation of which, in each case, excludes the impact of approximately $303.8 million of second 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 110.7% (based on second quarter 2026 and 2025 consolidated revenues of $1.26 billion and $598.9 million, respectively), and revenue growth of Legence’s Installation & Maintenance segment was 162.0% (based on

second quarter 2026 and 2025 I&M segment revenues of $1.06 billion and $402.8 million, respectively), for the quarter ended June 30, 2026 compared to the quarter ended June 30, 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 loss adjusted to exclude, or otherwise reflect, interest expense, interest income, income tax expense (benefit), 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 loss or net loss margin, respectively, as determined in accordance with GAAP. Management believes that the

exclusion of the above-described items from net 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 June 30, 2026 (or “Legence LTM adjusted EBITDA”) and (2) EBITDA of Bowers for the six month period ended

December 31, 2025 (“Bowers EBITDA”), which is based, in part, 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 provide 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 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

June 30,

Six Months Ended

June 30,

Year

Ended

December

31,

Twelve

Months

Ended

June 30,

2026

2025

2026

2025

2026

Net loss

(34,564

)

(3,869

)

(17,170

)

(23,008

)

(77,303

)

(71,465

)

Interest expense

16,911

30,404

33,911

60,045

101,778

75,644

Interest income

(1,914

)

(764

)

(3,234

)

(1,519

)

(4,488

)

(6,203

)

Income tax expense (benefit)

11,091

5,546

(2,290

)

9,584

22,161

10,287

Depreciation and amortization

44,190

28,770

86,466

58,121

114,288

142,633

Credit agreement amendment fees(1)

2,014

5,257

2,926

6,302

8,633

Goodwill impairment

21,586

—

21,586

—

24,966

46,552

Long-lived asset impairment

19,491

—

19,491

—

2,415

21,906

Net gain on sale and disposition of property and equipment

(118

)

(122

)

(182

)

(220

)

(326

)

(288

)

Loss on debt extinguishment

—

6,651

6,664

Acquisition and integration costs(2)

420

298

12,113

1,766

8,436

18,783

System deployment costs(3)

—

1,034

—

2,140

—

Strategic initiative costs(4)

1,512

3,159

2,711

9,947

17,092

9,856

Indemnification asset adjustments(5)

(93

)

—

(198

)

—

3,796

3,598

Tax Receivable Agreement liability

remeasurements(6)

—

(161

)

—

2,914

2,753

Stock-based and other non-cash compensation expense(7)

73,942

7,699

114,357

3,241

68,003

179,119

Adjusted EBITDA

154,569

72,204

272,670

123,023

298,825

448,472

Net loss margin

(2.7

(0.6

(0.7

(2.1

(3.0

(1.9

Adjusted EBITDA margin

12.2

12.1

11.9

11.1

11.7

12.0

(1)

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

(2)

For the three months ended June 30, 2026 and 2025, $0.4 million relates to acquisition costs recorded

in acquisition-related costs and $0.3 million relates to acquisition integration costs recorded in selling, general and administrative costs, respectively, in the Condensed Consolidated Statements of Operations. For the six months ended

June 30, 2026 and 2025, the figures include $11.8 million and $0.2 million, respectively, of acquisition costs recorded in acquisition-related costs and $0.3 million and $1.6 million, respectively, of acquisition integration

costs recorded in selling, general and administrative costs in the Condensed Consolidated Statements of Operations.

(3)

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

resource planning systems.

(4)

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.

(5)

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

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

(6)

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

Consolidated Statements of Operations.

(7)

Includes compensation expense relating to legacy Series A Interests and Restricted Series C Interests as well

as RSUs, stock options, and ESPP.

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 six months ended December 31, 2025:

($ in thousands)

Six Months Ended

December 31, 2025

Net Income

48,876

Interest Income

(1,256

)

Income Tax Expense

2,827

Depreciation and Amortization

885

EBITDA

51,332

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

presents the calculation of LTM combined adjusted EBITDA:

($ in thousands)

Six Months Ended

June 30, 2026

Six Months Ended

December 31, 2025

Twelve Months Ended

June 30, 2026

Legence Adjusted EBITDA

272,670

175,802

448,472

Bowers EBITDA

51,332

LTM combined adjusted EBITDA

499,804

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

($ in thousands)

June 30, 2026

Cash and cash equivalents

291,980

Term Loan

992,790

Notes Payable

33,589

Total Debt(1)

1,026,379

Net Debt(1)

734,399

Legence LTM adjusted EBITDA

448,472

Net Leverage

1.6

LTM combined adjusted EBITDA(2)

499,804

Adjusted Net Leverage

1.5

(1)

Excludes approximately 15.0 million of finance leases in June 30, 2026

(2)

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

12-month period ended June 30, 2026 and (b) EBITDA of Bowers for the six 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 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

June 30,

2026

2025

Gross Profit

Engineering & Consulting Segment

56,148

64,111

Installation & Maintenance Segment

164,083

64,563

Consolidated

220,231

128,674

Non-GAAP Adjustments:

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

Engineering & Consulting Segment

8,186

977

Installation & Maintenance Segment

5,543

679

Consolidated

13,729

1,656

Non-GAAP Adjusted Gross Profit:

Engineering & Consulting Segment

64,334

65,088

Installation & Maintenance Segment

169,626

65,242

Consolidated

233,960

130,330

Non-GAAP Adjusted Gross Margin:

Engineering & Consulting Segment

31.1

33.2

Installation & Maintenance Segment

16.1

16.2

Consolidated

18.5

21.8

(1)

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

paid for by entities outside of Legence 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.

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 or provided.

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