Legence Corp. 10-Q

Item 5. Other Information Trading Plans During the quarter ended September 30, 2025, no directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. Equity Purchase Agreement On November 13, 2025, the Company and its wholly owned subsidiary, Legence Subsidiary Holdings, LLC, a Delaware limited liability company (the “Bowers Purchaser”), entered into an Equity Purchase Agreement (the “Bowers Purchase Agreement”) with The Bowers Group, Inc., a Maryland corporation (“Bowers”), and Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The David O’Donnell Revocable Trust dated Nov. 15, 2008 (each a “Bowers Seller” and collectively, the “Bowers Sellers”). The Bowers Purchase Agreement provides for a series of transactions, on the terms and subject to the conditions set forth therein, whereby (i) the Bowers Sellers will cause Bowers and certain of its subsidiaries to convert into Maryland limited liability companies and the Bowers Sellers will contribute 100% of their equity interests of Bowers (the “Bowers Interests”) to a newly formed Delaware limited liability company (“Bowers NewCo”), which will be wholly owned by the Bowers Sellers and join as a party to the Bowers Purchase Agreement, and (ii) the Bowers Purchaser has agreed to purchase from Bowers NewCo all of the Bowers Interests. Bowers and its subsidiaries are currently engaged in the business of providing specialty mechanical contracting and services to general contractors and building owners. 62 At the closing of the transactions contemplated by the Bowers Purchase Agreement (the “Closing”), on the terms and subject to the conditions set forth in the Bowers Purchase Agreement, the Bowers Purchaser will acquire all of the outstanding Bowers Interests from Bowers NewCo in exchange for: (i) approximately $325.0 million in cash, subject to certain purchase price adjustments (the “Cash Consideration”), and (ii) approximately $100.0 million in the form of Class A Common Stock, the amount of shares of which will be calculated in accordance with the Reference Price (as defined below), will be subject to applicable restrictive legends pursuant to the Securities Act, and will be subject to a lock-up on transfers, subject to certain exceptions, until (and including) March 10, 2026 (the “Stock Consideration”). In addition, on the terms and subject to the conditions set forth in the Bowers Purchase Agreement, on December 31, 2026 (the “Deferred Consideration Date”), Bowers NewCo will receive an amount equal to $50.0 million (the “Deferred Consideration”), payable in either, or any combination of, as determined in the Bowers Purchaser’s sole discretion, (i) cash or (ii) shares of Class A Common Stock. The amount of any shares of Class A Common Stock issued in connection with the satisfaction of the Deferred Consideration payment obligation (any such shares, the “Deferred Consideration Shares”) will be calculated in accordance with the Reference Price. Any Deferred Consideration Shares issued shall be subject to applicable restrictive legends pursuant to the Securities Act. As used above, the term “Reference Price” means the volume weighted average sales price of the Class A Common Stock, as traded on The Nasdaq, calculated for the 10 trading day period ending on the last trading day that occurs at least 3 days prior to either (a) November 13, 2025, with respect to the Stock Consideration or (b) the Deferred Consideration Date, with respect to the Deferred Consideration Shares. The Closing is subject to the satisfaction or waiver of customary closing conditions set forth in the Bowers Purchase Agreement, including (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards and customary qualifications), (b) compliance by each party in all material respects with their respective covenants and (c) the expiration or termination of all waiting periods imposed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The Closing is not conditioned on the Company’s receipt of any debt or equity financing. The Bowers Purchase Agreement also contains customary representations, warranties and covenants of each of the Company, the Bowers Purchaser, Bowers and the Bowers Sellers. These covenants include, among other things, an obligation on behalf of the Bowers Sellers and the Company to, from November 13, 2025 until the Closing, (a) operate the business in the ordinary course in all material respects, (b) not solicit or engage in negotiations regarding alternative acquisition proposals and (c) use their reasonable best efforts to cause the Closing to occur, including obtaining any required governmental approval and causing any applicable waiting period under the HSR Act to expire or terminate. The Purchase Agreement may be terminated by each of the Bowers Purchaser and the Bowers Sellers under certain circumstances, including if the Closing does not occur by March 13, 2026. The foregoing description of the Bowers Purchase Agreement and the transactions contemplated thereby does not purport to be complete, is subject to and is qualified in its entirety by reference to the Bowers Purchase Agreement filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 14, 2025 and which is incorporated herein by reference. 63 Item 6. Exhibits Exhibit Number Description 3.1 Amen ded and Res tated Certificate of Incorporation of Legence Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-4 2838 , filed with the Commission on September 15 , 202 5 ). 3.2 Amended and Restated Bylaws of Legence Corp. (incorporated by reference to Exhibit 3. 2 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). 4.1 Registration Rights Agreement, dated as of September 15, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). 4.2 Amended and Restated Limited Liability Company Agreement of Legence Holdings LLC, dated as of September 11, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). †10.1 Amendment No. 10 to the Credit Agreement, dated as of September 8, 2025 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). 10.2 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 , File No. 333-289629 , filed with the Commission on August 15, 2025). +10.3 Legence Corp. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). 10.4 Tax Receivable Agreement, dated as of September 11, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). *10.5 Exchange Agreement, dated September 11, 2025 . +10.6 Letter Agreement Re: Retention Bonuses, dated August 11, 2025, by and between Legence Holdings and Stephen Butz (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1, File No. 333-289629, filed with the Commission on August 15, 2025) . +10.7 Form of Stock Option Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). +10.8 Form of RSU Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). +10.9 Form of Non-Employee Director Restricted Stock Unit Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, File No. 001-42838, filed with the Commission on September 15, 2025). *31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 64 *101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. *101.SCH Inline XBRL Taxonomy Extension Schema Document. *101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. † Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. + Indicates management contract or compensatory plan. 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 thereto duly authorized. Date: November 14, 2025 LEGENCE CORP. By: /s/ Stephen Butz Stephen Butz Chief Financial Officer (principal financial officer) By: /s/ Philippe Le Bris Philippe Le Bris Chief Accounting Officer (principal accounting officer) 65