DEF 14A of Legence Corp., Apr 29, 2026

DEF 14A of Legence Corp.

Filed Apr 29, 2026 · FY20250001193125-26-188984

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board of Directors (the “Board”) currently consists of six members. The number of members of the Board is determined from time to time by resolution of the Board. The Board is divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms. Class I directors’ terms expire at the Annual Meeting, Class II directors’ terms expire at the 2027 annual meeting of stockholders and Class III directors’ terms expire at the 2028 annual meeting of stockholders. In evaluating director candidates, the Board assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance our ability to manage and direct our affairs and business, including the ability of our Board’s committees. Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.

  2. Stockholder Recommendations for Board Nominees

    Stockholder Recommendations for Board Nominees The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders in the same way it evaluates candidates recommended by all other persons. Stockholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the information specified in the Company’s amended and restated bylaws (the “Bylaws”) to the Company’s Secretary at Legence Corp., 1601 Las Plumas Avenue, San Jose, California 95133 within the time period specified in the Bylaws.

  3. Indemnification Agreements with Our Directors and Officers

    Indemnification Agreements with Our Directors and Officers We have entered into indemnification agreements with each of our directors and officers. The indemnification agreements and our governing documents require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Subject to certain limitations, the indemnification agreements and our governing documents also require us to advance expenses incurred by our directors and officers.

  4. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS I DIRECTORS The Board recommends that you vote “FOR” each of the Class I director nominees. Our Board, acting on the recommendation of our Nominating and Corporate Governance Committee, has nominated the individuals named below for election as directors until the 2029 annual meeting of stockholders (the “2029 Annual Meeting”). Each nominee is currently a director. Our Board recommends that each nominee below be elected as a director at the Annual Meeting.

  5. Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

  6. Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    | David Coghlan | Independent Director | | Age: 66 Director Since: December 2025 Committees: • Compensation Committee (Chair) • Audit Committee | David Coghlan serves as a director of Legence, a position which he has held since December 2025. Mr. Coghlan has served as a board member of Justrite Safety Group, a global leader in industrial safety solutions, since September 2021, and currently serves on other private company boards based out of New Jersey and Michigan. Mr. Coghlan previously served as Senior Managing Director of Madison Industries from April 2014 to April 2021, where he also chaired various privately held companies between 2015 and 2021. Before that, Mr. Coghlan previously served as Watts Water Technologies, Inc.’s (NYSE: WTS) Chief Executive Officer and President from January 2011 to January 2014, Chief Operating Officer from January 2010 to January 2011 and President of North America and Asia from June 2008 to January 2010. Prior to that, Mr. Coghlan served as Vice President of Global Parts for Trane Inc. from April 2004 to May 2008. Mr. Coghlan also held several management positions in the United States and internationally within the Climate Control Technologies segment of Ingersoll-Rand Company Limited from 1995 to December 2003. Before joining Ingersoll-Rand Company Limited, Mr. Coghlan worked for several years with the management consulting firm of McKinsey & Co. in both the United Kingdom and the United States. Mr. Coghlan has a Bachelor of Commerce in Finance from the University College Dublin and a graduate degree in Marketing from the Marketing Institute of Ireland. Because of his extensive global experience in executive and non-executive advisory roles, with a focus on corporate strategy development and execution, talent development, organic and inorganic growth and operational excellence, we believe Mr. Coghlan is well qualified to serve on our Board. | | Bilal Khan | Independent Director | | Age: 45 Director Since: January 2025 Committees: • Compensation Committee • Nominating and Corporate Governance Committee | Bilal Khan serves as a director of Legence, a position which he has held since January 2025, and is a Senior Managing Director in the Private Equity Group at Blackstone (NYSE: BX). Since joining Blackstone in November 2009, Mr. Khan has been involved in the execution of several Blackstone energy transition investments. Before joining Blackstone, Mr. Khan was an Associate at GTCR Golder Rauner from July 2005 to June 2007, where he was involved with the analysis and execution of private equity investments in a wide range of industries. Prior to that, Mr. Khan worked in the Mergers and Acquisitions department at Lazard Frères (NYSE: LAZ) focused on Power & Utilities clients from June |

  7. Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    | 2003 to May 2005. Mr. Khan serves as a Director of Array Technologies, Inc. (Nasdaq: ARRY), Fisterra Energy, Transmission Developers, Aypa Power, Xpansiv, Irth Solutions, Energy Exemplar, Trystar, Lancium and Potomac Energy. Mr. Khan has a Bachelor of Science in Applied Economics from Cornell University, where he graduated magna cum laude. He also received a Master of Business Administration from the Wharton School of the University of Pennsylvania and a Master of Arts in International Studies from the University of Pennsylvania. Because of Mr. Khan’s broad knowledge of the infrastructure and energy industries and many years of experience investing in this sector, we believe Mr. Khan is well qualified to serve on our Board. |

  8. Continuing Directors

    Continuing Directors The following information describes the offices held, other business directorships and the class and term of each of the directors who are serving for terms that end after the Annual Meeting. Beneficial ownership of equity securities of the directors is shown under “Additional Information—Security Ownership of Certain Beneficial Owners and Management” below.

  9. Class II Directors (Term Expiring at the 2027 Annual Meeting)

    Class II Directors (Term Expiring at the 2027 Annual Meeting)

  10. Class II Directors (Term Expiring at the 2027 Annual Meeting)

    | Christie Kelly | Independent Director | | Age: 64 Director Since: September 2025 Committees: • Audit Committee (Chair) • Nominating and Corporate Governance Committee | Christie Kelly serves as a director of Legence, a position which she has held since September 2025. Ms. Kelly most recently served as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE: O) from January 2021 to December 2023. Prior to joining Realty Income Corporation, she served as Executive Vice President and Global Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL) from July 2013 to September 2018 and as the Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE) from 2009 to June 2013. Prior to that, Ms. Kelly was a Senior Vice President of Global Real Estate at Lehman Brothers from 2007 to 2009 and held various finance and operational financial management roles at General Electric from 1983 to 2007. Ms. Kelly has served as a director of Park Hotels & Resorts Inc. (NYSE: PK) since December 2016 and currently serves as chair of its audit committee and as a member of its compensation committee. In addition, since May 2013, Ms. Kelly has served on the board of directors of Kite Realty Group Trust (NYSE: KRG) and currently serves on its corporate governance and nominating committee. Ms. Kelly also serves on the board of Iron Mountain Incorporated (NYSE: IRM) where she serves on the audit committee and finance committee. Ms. Kelly also serves on the board of Gilbane Inc., a private global development company, and previously served on the board of Realty Income Corporation from November 2019 until January 2021. Ms. Kelly has a Bachelor of Arts in Economics from Bucknell University and serves as Co-Chairman of the real estate board. Because of her extensive experience and expertise as a leader in the real estate industry, specializing in financial management, mergers and acquisitions and capital markets transactions, as well as her significant public company directorship experience, we believe Ms. Kelly is well qualified to serve on our Board. |

  11. Class II Directors (Term Expiring at the 2027 Annual Meeting)

    | Robert Mitchell Nimocks | Independent Director | | Age: 36 Director Since: January 2025 Committees: • Nominating and Corporate Governance Committee | Robert Mitchell Nimocks serves as a director of Legence, a position which he has held since January 2025, and is a Managing Director in the Private Equity Group at Blackstone (NYSE: BX), where he focuses on investments in the energy and energy transition sectors. Since joining Blackstone in June 2019, Mr. Nimocks has been involved with the firm’s investments in Blue Sky Infrastructure, Cliff Swallow, Geosyntec, Legence, Olympus, Shermco and Westwood. Prior to joining Blackstone, Mr. Nimocks was a Vice President at Riverstone, an energy-focused private equity firm, from June 2017 to April 2019 and an Associate from July 2013 to July 2015. Prior to Riverstone, he was an analyst at Credit Suisse in the Global Energy Group from July 2011 to June 2013. Mr. Nimocks has a Bachelor of Science in Computer Engineering, cum laude, from Tufts University and a Master of Business Administration from Harvard Business School. Because of his experience in the infrastructure and energy industries, we believe Mr. Nimocks is well qualified to serve on our Board. |

  12. Class III Directors (Term Expiring at the 2028 Annual Meeting)

    Class III Directors (Term Expiring at the 2028 Annual Meeting)

  13. Class III Directors (Term Expiring at the 2028 Annual Meeting)

    | Terrence Keenen | Chairman and Independent Director | | Age: 65 Director Since: September 2025 Committees: • Nominating and Corporate Governance Committee (Chair) • Compensation Committee | Terrence Keenen serves as a director of Legence and Chairman of our Board, which positions he has held since September 2025. Mr. Keenen is currently the Chief Executive Officer at Titan Partners. Prior to joining Titan Partners in December 2017, he served in various roles at Climatec, Honeywell (Nasdaq: HON) and Procter & Gamble (NYSE: PG). Mr. Keenen serves as the board chair of Trystar and previously served as a board member of Fidelity Building Services Group. Mr. Keenen has a Bachelor of Arts in Finance from the California State University, Fullerton. Because of his expertise in the infrastructure and construction industries, we believe Mr. Keenen is well qualified to serve on our Board. | | Jeffrey Sprau | Chief Executive Officer and Director | | Age: 61 Director Since: August 2025 | Jeffrey Sprau serves as our Chief Executive Officer and as a director of Legence. Mr. Sprau has served as our Chief Executive Officer since January 2025, as a director on our Board since August 2025 and as the Chief Executive Officer of Legence Parent since October 2020, when he was also appointed to Legence Parent’s Board of Managers. Prior to the formation of Legence Parent, since April 2019, Mr. Sprau served as the Chief Executive Officer of Therma Holdings LLC, the predecessor to Legence Parent. Prior to joining Therma Holdings LLC, Mr. Sprau served as the President of BrandSafway from July 2017 to October 2018, in various roles at Safway Group, including as President of the U.S. Division and President of the East Division, from January 2011 to June 2017 and before that in various roles at Johnson Controls International plc (NYSE: JCI), including General Manager of the company’s Wisconsin operations. Mr. Sprau began his career as a marketing engineer with Trane Technologies plc (NYSE: TT). Mr. Sprau has a Bachelor of Science in Industrial Engineering from Iowa State University and a Master of Business Administration from Mercer University’s Stetson-Hatcher School of Business. Because of his technical and commercial acumen, along with his experience leading large and high performing service operations, we believe Mr. Sprau is well qualified to serve on our Board. |

  14. Risk Assessment

    Risk Assessment The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards, encourages employees to maintain both a short and a long-term view with respect to Company performance.

  15. Elements of Compensation

    | • | annual cash incentive awards linked to our overall performance; |

  16. Elements of Compensation

    | • | long-term equity-based compensation; |

  17. Elements of Compensation

    | • | employment agreements, which contain termination benefits. |

  18. Bonus

    Bonus 2025 Annual Cash Incentive Compensation. Annual cash incentive awards are available to our named executive officers under our annual executive bonus plan in order to motivate our named executive officers to achieve short-term performance goals and tie a portion of their cash compensation to performance. Executive Incentive Plan. Under our 2025 Executive Incentive Plan (the “2025 EIP”), each named executive officer was eligible to earn a cash incentive award based on achievement of performance targets for 2025. These performance targets were determined by our Compensation Committee early in the year, after taking into consideration the Chief Executive Officer’s recommendations, our financial results from the prior year, and our annual operating budget for the year. The target amount of each named executive officer’s annual bonus under the 2025 EIP was based on a percentage of the named executive officer’s base salary as of December 31, 2025, as shown below.

  19. Calendar Year 2025 Target Annual Incentive Opportunities

    Calendar Year 2025 Target Annual Incentive Opportunities

  20. Calendar Year 2025 Target Annual Incentive Opportunities

    | Name | Target Award (% of Base Salary) | 100% of Target Award | | J. Sprau | 100% | $1,000,000 | | S. Butz | 75% | $450,000 | | S. Hansen | 75% | $431,250 | | J. Schwartz | 50% | $225,000 | | B. Seki | 65% | $305,500 |

  21. Calendar Year 2025 Target Annual Incentive Opportunities

    In 2025, the annual bonus opportunities under the 2025 EIP for each named executive officer were based on (a) a Company EBITDA target (calculated as earnings before interest and other financing expenses, taxes, depreciation and amortization (“EBITDA”), plus accrued bonus compensation), which accounted for 75% of the total bonus opportunity (the “EBITDA Component”), (b) a safety achievement payout (measured by the Company’s consolidated total recordable incident rate for 2025), which accounted for 5% of the total bonus opportunity (the “Safety Component”), and (c) the achievement of the named executive officer’s personal goals, which accounted for 20% of the total bonus opportunity (the “Personal Component”). Each named executive officer (other than the Chief Executive Officer) worked with the Chief Executive Officer early in the year to define such named executive officer’s personal goals based upon that named executive officer’s duties and areas of responsibility, which personal goals were then presented to, and approved, by our Compensation Committee. The personal goals for the Chief Executive Officer were determined in a similar manner, but the Chief Executive Officer worked with our Board and/or Compensation Committee, as applicable, to initially define his personal goals. The Company-wide and personal goals under the 2025 EIP were generally designed to be challenging but achievable. A named executive officer may earn an amount greater than his target bonus under the 2025 EIP in the event the Company and the named executive officer exceed its and their performance metrics. Payments under the 2025 EIP, if earned, are generally contingent upon the named executive officer remaining in continuous employment through the payment date. We finalized the achievement of the 2025 EIP performance metrics following receipt of our audited financials for 2025, with such achievement as follows for the 80% of the bonus program tied to quantitative results:

  22. Calendar Year 2025 Target Annual Incentive Opportunities

    | Metric | Weighting | Target | Actual | Payout% | | Legence Pre-Bonus EBITDA | 75% | $327,598,722 | $370,260,750 | 152.1% | | Safety TRIR | 5% | 0.60 | 0.51 | 122.5% | | Weighted Payout for Quantitative Portion | | | | 150.3% |

  23. Calendar Year 2025 Target Annual Incentive Opportunities

    The compensation committee assessed the personal component of the EIP as follows:

  24. Calendar Year 2025 Target Annual Incentive Opportunities

    | Executive | Personal Component Score | Factors Considered | | J. Sprau | 190% | • Led the Company to record results while implementing a new operational organization design for enabling scale • Led the effort for successful launch of IPO in 2025 | | S. Butz | 167% | • Led the efforts to position the Company for IPO in 2025 • Strengthened working capital position with major focus on cash cycle improvements | | S. Hansen | 138% | • Oversaw major expansion of fabrication capabilities and capacity enabling outsized revenue growth • Key leader in new operational organization design enabling collaboration and the ability to scale the enterprise | | J. Schwartz | 167% | • Project leader for IPO readiness enabling multiple workstreams to deliver on the goal to be a public company in 2025 • Provided leadership for merger and acquisition strategies resulting in over $5 million in EBITDA gain in 2025, in addition to Bowers acquisition closing in January 2026 | | B. Seki | 142% | • Focused build out of legal and risk management team to enable IPO readiness • Significant role in IPO readiness |

  25. Calendar Year 2025 Target Annual Incentive Opportunities

    The combination of the payouts under the quantitative portion and personal component resulted in the following EIP payouts to our executives.

  26. Calendar Year 2025 Target Annual Incentive Opportunities

    | Name | 2025 EIP Payout (% of Target Award)(1) | 2025 EIP Payout | | J. Sprau | 158.2% | $1,581,930 | | S. Butz | 153.6% | $691,170 | | S. Hansen | 147.8% | $637,360 | | J. Schwartz | 153.6% | $345,580 | | B. Seki | 148.6% | $453,950 |

  27. Calendar Year 2025 Target Annual Incentive Opportunities

    | (1) Compares 2025 EIP Payout to Target Awards assuming a 100% target payout percentage. |

  28. Calendar Year 2025 Target Annual Incentive Opportunities

    We believe that establishing cash bonus opportunities helps us attract and retain qualified and highly skilled executives. The annual bonuses earned by the named executive officers under the 2025 EIP are intended to reward them for their positive impacts on corporate results. Other Cash Bonuses. From time to time, we may award sign-on or retention bonuses. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers. No sign-on bonuses were paid to any named executive officer during 2025. Retention bonuses may be used from time to time to retain highly skilled officers to the Company. In August 2025, Mr. Butz entered into a retention bonus agreement with Legence Holdings, which generally provides him with the opportunity to earn (i) a $250,000 retention bonus if he remains employed through the earlier to occur of the IPO and May 1, 2026 (which Mr. Butz has received pursuant to such terms), and (ii) a $750,000 retention bonus if he remains employed through the earlier to occur of the date of the Company’s first filing of its Annual Report on Form 10-K with the SEC and May 1, 2026. If Mr. Butz’s employment is terminated without Cause or he resigns for Good Reason (as such terms are defined in his employment agreement, as more specifically discussed under “—Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year-Employment Agreements and Offer Letters”) prior to May 1, 2026, he will be paid the unpaid portions of the retention bonuses within 60 days following his termination, subject to his execution and non-revocation of a separation agreement containing a general release of claims and other continuing obligations in a form provided by the Company. The Compensation Committee believes that this agreement was appropriate and necessary given the executive’s critical role in preparing the Company for the IPO.

  29. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation We believe that equity-based compensation (i) is an important component of our executive compensation program and that providing a significant portion of our named executive officers’ total compensation package in equity-based compensation aligns the incentives of our named executive officers with the interests of our stockholders and with our long-term corporate success, (ii) enables us to attract, motivate, retain and adequately compensate executive talent, and (iii) provides our named executive officers with a significant long-term interest in our success by rewarding the creation of stockholder value over time. To that end, we adopted the following programs under which our named executive officers receive grants of equity awards: 2025 Omnibus Incentive Plan. In order to incentivize our employees and other service providers, our Board adopted the Legence Corp. 2025 Omnibus Incentive Plan (the “2025 Plan”) for eligible employees, consultants, and directors prior to the completion of the IPO. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards intended to align the interests of service providers, including our named executive officers, with those of our stockholders. Each of our named executive officers received grants of restricted stock units and stock options under the 2025 plan in fiscal year 2025. The restricted stock units and stock options generally vest in substantially equal installments on each of the first three anniversaries of the vesting commencement date, subject to acceleration in the event of (i) a Change in Control (as defined in the 2025 Plan and described below), if such restricted stock units are not assumed or continued by the successor or survivor entity or (ii) a termination of employment by the Company without “Cause” or by the named executive officer for “Good Reason” (each as defined in the named executive officer’s employment agreement and, if such definition does not exist, as defined in the 2025 Plan and applicable award agreement) within the two-year period immediately following such Change in Control, if such restricted stock units are assumed or continued by the successor or survivor entity. During 2025, in connection with the IPO, the named executive officers received awards under the 2025 Plan in the following amounts:

  30. Long-Term Equity-Based Compensation

    | Executive | Target IPO Award | RSUs Granted | Stock Options Granted | | J. Sprau | $3,500,000 | 62,500 | 187,500 | | S. Butz | $1,000,000 | 17,857 | 53,571 | | S. Hansen | $850,000 | 15,179 | 45,536 | | J. Schwartz | $400,000 | 7,143 | 21,429 | | B. Seki | $450,000 | 8,036 | 24,107 |

  31. Long-Term Equity-Based Compensation

    Series A Plans. Historically, we have historically granted incentive units under the Legence Parent LLC Series A Incentive Plan (the “Legence Parent Series A Plan”), which was approved by the Board of Managers of Legence Parent on December 16, 2020. Pursuant to the Legence Parent Series A Plan, certain managers and key employees were granted long-term equity incentive awards designed to promote our interests and incentivize them to remain in our service. The Board of Managers of Legence Parent granted these long-term incentive awards, including to our named executive officers, in the form of Series A Profits Interests of Legence Parent (“Legence Parent Units”). In connection with the corporate reorganizations affected in connection with the IPO, a portion of the Legence Parent Units were rolled over to Legence Parent II in the form of equity interests in Legence Parent II (the “Legence Parent II Units,” and collectively with the Legence Parent Units, the “Series A Profits Interests”) granted under the Legence Parent II LLC Series A Incentive Plan (collectively with the Legence Parent Series A Plan, the “Series A Plans”). These Legence Parent II Units are subject to substantially similar terms as the Legence Parent Units, including the vesting and forfeiture conditions thereof. Series A Profits Interests are intended to qualify as “profits interests” under U.S. federal income tax law and have economic characteristics similar to stock options (e.g., representing the right to share in any increase in the fair market value of Legence Parent after their respective dates of grant). Each award of Series A Profits Interests under the Series A Plans is generally divided into three tranches, which vest as follows: (i) 60% of the Series A Profits Interests subject to an award time vest over five years in substantially equal quarterly increments beginning on the last day of the calendar month in which the vesting commencement date occurs (the “Time-Vesting Legence Parent Units” and “Time-Vesting Legence Parent II Units,” as applicable, and collectively, the “Time Interests”), (ii) 20% of the Series A Profits Interests subject to an award performance vest once investment funds associated with Blackstone Inc. (or, in the case of Legence Parent II Units, holders of Series B interest in Legence Parent II, collectively referred to herein as our “Sponsor”) receives distributions from Legence Parent, or Legence Parent II, as applicable, equal to one and a half (1.5) times the amount of its cumulative capital contributions to Legence Parent or Legence Parent II, as applicable (the “1.5 MOIC Threshold”) (the “Performance-Vesting Legence Parent Units” and the “Performance-Vesting Legence Parent II Units,” as applicable, and collectively, the “Performance Interests”), and (iii) the remaining 20% of the Series A Profits Interests subject to an award vest upon the occurrence of a “Change of Control Exit” (the “Exit-Vesting Legence Parent Units” and the “Exit-Vesting Legence Parent II Units,” as applicable, and collectively, the “Exit Interests”), in each case, subject to the Series A Profits Interest holder’s continued employment or service with the Company or its subsidiaries through each applicable vesting date or event. In addition, any Time Interests, to the extent unvested, will accelerate and vest upon the occurrence of a Change of Control Exit, subject to the Series A Profits Interest holder’s continued employment or service with the Company or its subsidiaries through the Change of Control Exit. Unvested Series A Profits Interests are not entitled to distributions from Legence Parent or Legence Parent II, and the Exit Interests, even when vested, are not entitled to distributions from Legence Parent or Legence Parent II, as applicable, until such time as both (x) our Sponsor receives distributions from Legence Parent or Legence Parent II, as applicable, in an amount equal to or in excess of two and a half (2.5) times the amount of its cumulative capital contributions to Legence Parent, or Legence Parent II, as applicable, and (y) our Sponsor receives distributions from Legence Parent or Legence Parent II, as applicable, in an amount equal to or in excess of the 20% preferred return in respect of its common interests of Legence Parent or Legence Parent II, as applicable. In January 2021 and September 2025, Mr. Sprau was granted 11,833.13 and 1001.57 Legence Parent Units, respectively. In December 2021 and September 2025, Mr. Butz was granted 3,400 and 309.70 Legence Parent Units, respectively. In January 2021 and September 2025, Mr. Hansen was granted 3,549.94 and 929.10 Legence Parent Units, respectively. In September 2025, Mr. Schwartz was granted 1,362.69 Legence Parent Units. In November 2021, March 2023, February 2024 and September 2025, Mr. Seki was granted 800, 200, 500 and 185.82 Legence Parent Units, respectively. In September 2025, each of Messrs. Sprau, Butz, Hansen, Schwartz and Seki was granted 615.43, 190.30, 570.90, 837.31 and 114.18 Legence Parent II Units, respectively. Fractional interests have been rounded to the nearest hundredth of a unit. The grant date fair values, calculated in accordance with Accounting Standards Update Topic 718 (“Topic 718”) or Accounting Standards Update Topic 710 (“Topic 710”), as applicable, for the Series A Profits Interests awarded in 2025 are reported in the Summary Compensation Table below. Restrictive Covenants. As a condition of receiving the Series A Profits Interests our named executive officers agreed to certain restrictive covenants, including confidentiality of information, inventions assignment, noncompetition, non-solicitation and non-disparagement covenants. The confidentiality, inventions assignment and non-disparagement covenants have an indefinite term. The non-solicitation covenants have a term of two years following the named executive officer’s termination of employment (unless the named executive officer is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined the Series A Plans), in which case the non-competition covenant will have a term for the longer of (x) one year following the named executive officer’s termination of employment, and (y) the period during which the named executive officer is entitled to receive severance payments, if any, from Legence Parent or Legence Parent II, as applicable, or any of or its direct or indirect subsidiaries). For Mr. Sprau, with respect to the Legence Parent Units granted to him prior to 2025, noncompetition covenant has a term commensurate with his employment and the Company agrees to counsel its board members, directors and officers not to disparage Mr. Sprau during his employment and for 12 months thereafter. Forfeiture. If (i) the named executive officer’s employment or service is terminated for “Cause” (as defined in the Series A Plans) or the named executive officer voluntarily resigns where grounds for cause exist or (ii) the named executive officers resigns without “Good Reason” (as defined in the Series A Plans), then all Series A Profits Interests (whether vested or unvested) held for the benefit of the named executive officer will be automatically canceled and forfeited for no consideration, unless the named executive officer resigns without good reason (other than at a time when cause exists) at a time when all of the Time Interests under any particular Series A Profits Interest award agreement are fully vested, in which case such Time Interests will not be forfeited and will be retained by the named executive officer. For a more complete description of the treatment of equity awards in the event of a termination of employment or Change in Control, see the section below titled “—Potential Payments Upon Termination or a Change in Control.”

  32. Broad-Based Employee Benefits and Perquisites

    | • | short-term and long-term disability; and |

  33. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits We believe that employment agreements with severance benefits are necessary to attract and retain the talent necessary for our long-term success, and view the severance benefits provided to our named executive officers as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Each of our named executive officers has an employment agreement (except Mr. Schwartz, who has an offer letter) that provides for severance benefits. Under the terms of these employment agreements, each of the named executive officers is entitled to severance benefits if he is terminated by us without cause or by him for “Good Reason,” as applicable. See “—Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year—Employment Agreements and Offer Letters” below for descriptions of these agreements.

  34. Policies and Practices for Granting Certain Equity Awards

    Policies and Practices for Granting Certain Equity Awards The Company has established processes designed to ensure that the timing of any option grants and other similar awards is not influenced by material nonpublic information (“MNPI”). All annual equity grants, including options, are generally made in the first quarter of each fiscal year in connection with the established annual goals and long-term incentive planning. Our Compensation Committee does not grant options or similar awards in anticipation of the release of MNPI. Further, the Company has not timed the disclosure of MNPI to affect the value of executive compensation.

  35. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth certain information with respect to compensation for the year ended December 31, 2025 earned by, awarded to or paid to our named executive officers (each, an “NEO”).

  36. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Option Awards (3) | Stock Awards (4) | Non-Equity Incentive Plan Compensation (5) | All Other Compensation (6) | Total | | J. Sprau Chief Executive Officer | 2025 | $1,000,000 | $— | $3,872,112 | $1,750,000 | $1,581,930 | $77,803 | $8,281,845 | | | 2024 | $762,115 | $— | $— | $— | $537,680 | $71,866 | $1,371,661 | | S. Butz Chief Financial Officer | 2025 | $600,000 | $250,000 | $1,220,779 | $500,000 | $691,170 | $14,000 | $3,275,949 | | | 2024 | $500,761 | $— | $— | $— | $282,640 | $13,800 | $797,201 | | S. Hansen Chief Operating Officer | 2025 | $575,000 | $— | $1,478,523 | $425,000 | $637,360 | $47,166 | $3,163,049 | | J. Schwartz Chief Strategy Officer | 2025 | $450,000 | $— | $1,844,321 | $200,000 | $345,580 | $14,000 | $2,853,901 | | B. Seki General Counsel | 2025 | $470,000 | $— | $542,601 | $225,000 | $453,950 | $12,020 | $1,703,571 | | | 2024 | $396,300 | $— | $337,209 | $— | $176,310 | $13,800 | $923,619 |

  37. 2025 Summary Compensation Table

    | (1) Amounts included in this column reflect the named executive officer’s annual base salary earned during the fiscal year. Amounts shown for Messrs. Hansen and Schwartz reflect partial year of service in their roles as listed. |

  38. 2025 Summary Compensation Table

    | (2) Amount included in this column for Mr. Butz represents the retention bonus paid to him in connection with the IPO. |

  39. 2025 Summary Compensation Table

    | (3) All amounts in this column represent the aggregate grant date value of stock options and Series A Profits Interests granted in 2025. The Series A Profits Interests represent membership interests in Legence Parent or Legence Parent II, as applicable, that are intended to constitute profits interests for federal income tax purposes. Despite the fact that the Series A Profits Interests do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” The aggregate grant date values of the stock options and Time-Vesting Legence Units or Time-Vesting Legence II Units, as applicable, were calculated in accordance with Topic 718, utilizing the assumptions set forth in the Notes to Consolidated Financial Statements appearing in the Annual Report. The aggregate grant date values of the Performance-Vesting Legence Units, Performance-Vesting Legence II Units, Exit-Vesting Legence Units and Exit-Vesting Legence II Units, as applicable, were calculated in accordance with Topic 710, utilizing the assumptions set forth in the Notes to Consolidated Financial Statements appearing in the Annual Report. For more information about the Series A Profits Interests, including their vesting and forfeiture terms, and the stock options, see the sections entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plan” and “—Elements of Compensation—Long-Term Equity Based Compensation—2025 Omnibus Incentive Plan.” |

  40. 2025 Summary Compensation Table

    | (4) All amounts in this column represent the aggregate grant date value of restricted stock units granted in 2025, calculated in accordance with Topic 718, utilizing the assumptions set forth in the Notes to Consolidated Financial Statements appearing in the Annual Report. For more information about the restricted stock units, including their vesting terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—2025 Omnibus Incentive Plan.” |

  41. 2025 Summary Compensation Table

    | (5) The amounts in this column represent the short-term cash incentive awards paid for 2025 under the 2025 EIP. For additional information about the 2025 EIP, see the section “—Elements of Compensation—Bonus.” |

  42. 2025 Summary Compensation Table

    | (6) Amount for 2025 reported for Mr. Sprau reflects (i) subsidy of costs associated with his car use in the aggregate amount of approximately $10,908 (consisting of registration cost in the amount of $360, vehicle maintenance parts cost in the amount of $100, auto insurance in the amount of $2,000, depreciation expenses in the amount of $8,236 and gas cost in the amount of $212), (ii) rent and utilities for the company-owned apartment Mr. Sprau uses when visiting our headquarters in San Jose, California ($52,895) and (iii) Company matching contributions to our 401(k) plan ($14,000). Amount for 2025 reported for Mr. Hansen reflects (i) Company contributions to his union pension benefits in the amount of $32,294 pursuant to his collective bargaining agreement and (ii) subsidy of costs associated with his car use in the aggregate amount of approximately $14,872 (consisting of registration cost in the amount of $467, vehicle maintenance |

  43. 2025 Summary Compensation Table

    | parts cost in the amount of $262, labor cost in the amount of $160, auto insurance in the amount of $2,000, depreciation expenses in the amount of $11,027 and gas cost in the amount of $957). The amounts reported for each other named executive officer reflect Company matching contributions to our 401(k) plan. |

  44. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2025 with respect to our named executive officers. Fractional interests have been rounded to the nearest hundredth unit.

  45. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Units) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(2) | Options | Awards(3) ($/sh) (k) | Awards(4) | | J. Sprau | | $— | $1,000,000 | $— | | | | | | | | | | September 15, 2025 | | | | | | | 62,500 | | | 1,750,000 | | | September 12, 2025(5) | | | | | | | | 187,500 | $28.00 | 3,086,250 | | | September 16, 2025(6) | | | | | | | | 600.94 | N/A | 486,765 | | | September 16, 2025(7) | | | | — | 200.31 | — | | | N/A | — | | | September 16, 2025(8) | | | | — | 200.31 | — | | | N/A | — | | | September 16, 2025(9) | | | | | | | | 369.26 | N/A | 299,097 | | | September 16, 2025(10) | | | | — | 123.09 | — | | | N/A | — | | | September 16, 2025(11) | | | | — | 123.09 | — | | | N/A | — | | S. Butz | | $— | $450,000 | $— | | | — | | | | | | | September 15, 2025 | | | | | | | 17,857 | | | 500,000 | | | September 12, 2025(5) | | | | | | | | 53,571 | $28.00 | 881,779 | | | September 16, 2025(6) | | | | | | | | 185.82 | N/A | 209,978 | | | September 16, 2025(7) | | | | — | 61.94 | — | | | N/A | — | | | September 16, 2025(8) | | | | — | 61.94 | — | | | N/A | — | | | September 16, 2025(9) | | | | | | | | 114.18 | N/A | 129,022 | | | September 16, 2025(10) | | | | — | 38.06 | — | | | N/A | — | | | September 16, 2025(11) | | | | — | 38.06 | — | | | N/A | — | | S. Hansen | | $— | $431,250 | $— | | | | | | | | | | September 15, 2025 | | | | | | | 15,179 | | | 425,000 | | | September 12, 2025(5) | | | | | | | | 45,536 | $28.00 | 749,523 | | | September 16, 2025(6) | | | | | | | | 557.46 | N/A | 451,545 | | | September 16, 2025(7) | | | | — | 185.82 | — | | | N/A | — | | | September 16, 2025(8) | | | | — | 185.82 | — | | | N/A | — | | | September 16, 2025(9) | | | | | | | | 342.54 | N/A | 277,455 | | | September 16, 2025(10) | | | | — | 114.18 | — | | | N/A | — | | | September 16, 2025(11) | | | | — | 114.18 | — | | | N/A | — | | J. Schwartz | | $— | $225,000 | $— | | | | | | | | | | September 15, 2025 | | | | | | | 7,143 | | | 200,000 | | | September 12, 2025(5) | | | | | | | | 21,429 | $28.00 | 352,721 | | | September 16, 2025(6) | | | | | | | | 817.61 | N/A | 923,901 | | | September 16, 2025(7) | | | | — | 272.54 | — | | | N/A | — | | | September 16, 2025(8) | | | | — | 272.54 | — | | | N/A | — | | | September 16, 2025(9) | | | | | | | | 502.39 | N/A | 567,699 | | | September 16, 2025(10) | | | | — | 167.46 | — | | | N/A | — | | | September 16, 2025(11) | | | | — | 167.46 | — | | | N/A | — | | B. Seki | | $— | $305,500 | $— | | | | | | | | | | September 15, 2025 | | | | | | | 8,036 | | | 225,000 | | | September 12, 2025(5) | | | | | | | | 24,107 | $28.00 | 396,801 | | | September 16, 2025(6) | | | | | | | | 111.49 | N/A | 90,309 | | | September 16, 2025(7) | | | | — | 37.16 | — | | | N/A | — | | | September 16, 2025(8) | | | | — | 37.16 | — | | | N/A | — | | | September 16, 2025(9) | | | | | | | | 68.51 | N/A | 55,491 | | | September 16, 2025(10) | | | | — | 22.84 | — | | | N/A | — | | | September 16, 2025(11) | | | | — | 22.84 | — | | | N/A | — |

  46. 2025 Grants of Plan-Based Awards

    | (1) The amounts in this column represent the target short-term cash incentive awards for 2025 under the 2025 EIP. For additional information about the 2025 EIP, see the section “—Elements of Compensation—Bonus.” |

  47. 2025 Grants of Plan-Based Awards

    | (2) Amounts shown reflect the number of restricted stock units granted to each of our named executive officers in connection with the IPO under the 2025 Plan on September 15, 2025. For more information about the restricted stock units, including their vesting terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—2025 Omnibus Incentive Plan.” |

  48. 2025 Grants of Plan-Based Awards

    | (3) The Series A Profits Interests are not traditional options, and therefore, have no exercise price, but rather any vested Series A Profits Interests participate in distributions attributable to the appreciation in the fair market value of Legence Parent or Legence Parent II, as applicable, after their respective dates of grant. |

  49. 2025 Grants of Plan-Based Awards

    | (4) The amounts in this column represent the aggregate grant date value of the restricted stock units and stock options granted to our named executive officers, calculated in accordance with Topic 718, utilizing the assumptions set forth in the Notes to Consolidated Financial Statements appearing in the Annual Report. |

  50. 2025 Grants of Plan-Based Awards

    | (5) Amounts shown reflect the number of stock options granted to each of our named executive officers in connection with the IPO under the 2025 Plan on September 12, 2025. For more information about the stock options, including their vesting terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—2025 Omnibus Incentive Plan.” |

  51. 2025 Grants of Plan-Based Awards

    | (6) Amounts shown reflect the number of Time-Vesting Legence Units granted to our named executive officers pursuant to their respective September 2025 Legence Units award agreements. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” |

  52. 2025 Grants of Plan-Based Awards

    | (7) Amounts shown reflect the number of Performance-Vesting Legence Units granted to our named executive officers pursuant to their respective September 2025 Legence Units award agreements. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” The Performance-Vesting Legence Units vest on an “all or nothing” basis upon the achievement of the applicable performance conditions, and do not provide for a range of vesting achievement for partial achievement or overachievement of the applicable performance conditions. |

  53. 2025 Grants of Plan-Based Awards

    | (8) Amounts shown reflect the number of Exit-Vesting Legence Units granted to our named executive officers pursuant to their respective September 2025 Legence Units award agreements. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” The Exit-Vesting Legence Units vest on an “all or nothing” basis upon the achievement of the applicable performance conditions, and do not provide for a range of vesting achievement for partial achievement or overachievement of the applicable performance conditions. |

  54. 2025 Grants of Plan-Based Awards

    | (9) Amounts shown reflect the number of Time-Vesting Legence II Units granted to our named executive officers pursuant to their respective September 2025 Legence II Units award agreements. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” |

  55. 2025 Grants of Plan-Based Awards

    | (10) Amounts shown reflect the number of Performance-Vesting Legence II Units granted to our named executive officers pursuant to their respective September 2025 Legence II Units award agreements. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” The Performance-Vesting Legence II Units vest on an “all or nothing” basis upon the achievement of the applicable performance conditions, and do not provide for a range of vesting achievement for partial achievement or overachievement of the applicable performance conditions. |

  56. 2025 Grants of Plan-Based Awards

    | (11) Amounts shown reflect the number of Exit-Vesting Legence II Units granted to our named executive officers pursuant to their respective September 2025 Exit-Vesting Legence II Units award agreements. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” The Exit-Vesting Legence II Units on an “all or nothing” basis upon the achievement of the applicable performance conditions, and do not provide for a range of vesting achievement for partial achievement or overachievement of the applicable performance conditions. |

  57. Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year

    Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year

  58. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards of our named executive officers as of December 31, 2025. Fractional interests have been rounded to the nearest hundredth unit.

  59. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price(1) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares or Units of Stock That Have Not Vested(4) | | J. Sprau | | | | | | 62,500 | $2,690,000 | | | — | 187,500(5) | | $28.00 | 9/12/2035 | | | | | 6,774.93(6) | 925.89(6) | | N/A | N/A | | | | | 18.46(7) | 350.79(7) | | N/A | N/A | | | | | | | 2,566.94(8) | N/A | N/A | | | | | | | 123.09(9) | N/A | N/A | | | | S. Butz | | | | | | 17,857 | $768,565 | | | — | 53,571(5) | | $28.00 | 9/12/2035 | | | | | 1,641.29(6) | 584.53(6) | | N/A | N/A | | | | | 5.71(7) | 108.47(7) | | N/A | N/A | | | | | | | 741.94(8) | N/A | N/A | | | | | | | 38.06(9) | N/A | N/A | | | | S. Hansen | | | | | | 15,179 | $653,304 | | | — | 45,536(5) | | $28.00 | 9/12/2035 | | | | | 27.87(6) | 529.59(6) | | N/A | N/A | | | | | 17.13(7) | 325.41(7) | | N/A | N/A | | | | | | | 185.82(8) | N/A | N/A | | | | | | | 114.18(9) | N/A | N/A | | | | J. Schwartz | | | | | | 7,143 | $307,435 | | | — | 21,429(5) | | $28.00 | 9/12/2035 | | | | | 40.88(6) | 776.73(6) | | N/A | N/A | | | | | 25.12(7) | 477.27(7) | | N/A | N/A | | | | | | | 272.54(8) | N/A | N/A | | | | | | | 167.46(9) | N/A | N/A | | | | B. Seki | | | | | | 8,036 | $345,869 | | | — | 24,107(5) | | $28.00 | 9/12/2035 | | | | | 560.57(6) | 450.92(6) | | N/A | N/A | | | | | 3.43(7) | 65.08(7) | | N/A | N/A | | | | | | | 337.16(8) | N/A | N/A | | | | | | | 22.84(9) | N/A | N/A | | |

  60. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) The Series A Profits Interests are not traditional options, and therefore, there is no exercise price, but rather any vested Series A Profits Interests participate in distributions attributable to the appreciation in the fair market value of Legence Parent after their respective dates of grant. |

  61. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) The Series A Profits Interests are not traditional options, and therefore, there is no expiration date, but rather any vested Series A Profits Interests participate in distributions attributable to the appreciation in the fair market value of Legence Parent after their respective dates of grant. |

  62. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) This column includes unvested restricted stock units granted to each of our named executive officers on September 15, 2025, which vest in substantially equal installments on each of the first three anniversaries of the vesting commencement date. Please see “—Elements of Compensation—Long-Term Equity Based Compensation—2025 Omnibus Incentive Plan” for more information on the vesting terms of the restricted stock units. |

  63. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) Represents the market value of the shares underlying the restricted stock units as of December 31, 2025, based on the official closing price of our Class A common stock, as reported on The Nasdaq Global Select Market, of $43.04 per share on December 31, 2025. |

  64. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) This column includes unvested stock options granted to each of our named executive officers on September 12, 2025, which vest in substantially equal installments on each of the first three anniversaries of the vesting commencement date. Please see “—Elements of Compensation—Long-Term Equity Based Compensation—2025 Omnibus Incentive Plan” for more information on the vesting terms of the stock options. |

  65. Outstanding Equity Awards at 2025 Fiscal Year End

    | (6) Represents Time-Vesting Legence Parent Units granted to each of our Named Executive Officer. The vesting commencement dates for Mr. Butz’s December 2021 and September 2025 Time-Vesting Legence Parent Units grants are December 3, 2021 and September 16, 2025, respectively. The vesting commencement date for each of Messrs. Hansen and Schwartz’s September 2025 Time-Vesting Legence Parent Units grant is September 16, 2025. The vesting commencement dates for Mr. Seki’s November 2021, March 2023, February 2024 and September 2025 Time-Vesting Legence Parent Units grants are November 22, 2021, March 31, 2023, February 12, 2024 and September 16, 2025, respectively. Please see “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plan” for more information on the vesting and forfeiture terms of the Time Interests. |

  66. Outstanding Equity Awards at 2025 Fiscal Year End

    | (7) Represents Time-Vesting Legence Parent II Units granted to each of our named executive officers in September 2025. Please see “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans” for more information on the vesting and forfeiture terms of the Time Interests. |

  67. Outstanding Equity Awards at 2025 Fiscal Year End

    | (8) Represents performance-vesting Legence Parent Units, half of which, for each award to a Named Executive Officer, are Performance-Vesting Legence Parent Units, and the other half of which are Exit-Vesting Legence Parent Units. The Performance-Vesting Legence Parent Units have all vested in accordance with their terms, upon achievement of the 1.5 MOIC Threshold. All of the Exit-Vesting Legence Parent Units remain unvested as of December 31, 2025. Please see “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans” for more information on the vesting and forfeiture terms of the Performance-Vesting Legence Parent Units and Exit-Vesting Legence Parent Units. |

  68. Outstanding Equity Awards at 2025 Fiscal Year End

    | (9) Represents performance-vesting Legence Parent II Units, half of which, for each award to a Named Executive Officer, are Performance-Vesting Legence Parent II Units, and the other half of which are Exit-Vesting Legence Parent II Units. The Performance-Vesting Legence Parent II Units have all vested in accordance with their terms, upon achievement of the 1.5 MOIC Threshold. All of the Exit-Vesting Legence Parent II Units remain unvested as of December 31, 2025. Please see “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans” for more information on the vesting and forfeiture terms of the Performance-Vesting Legence Parent II Units and Exit-Vesting Legence Parent II Units. |

  69. Options Exercised and Stock Vested in the 2025 Fiscal Year

    Options Exercised and Stock Vested in the 2025 Fiscal Year In fiscal year 2025, our named executive officers did not vest in any stock awards or exercise any option awards. However, during fiscal year 2025, Messrs. Sprau, Butz, Hansen, Schwartz and Seki vested in 4,157.60; 1,203; 1,480.98; 1,210 and 549 Series A Profits Interests, respectively, including Time Interests that vested during fiscal year 2025 in accordance with their terms and Performance Interests that vested during fiscal year 2025 upon achievement of the 1.5 MOIC Threshold. Fractional interests have been rounded to the nearest hundredth of a unit.

  70. Pension Benefits

    Pension Benefits Our named executive officers did not participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us. Our Board or Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interest.

  71. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board or Compensation Committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interest.

  72. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers if his employment had been terminated by the Company without “Cause,” by him for “Good Reason,” due to death or disability or in connection with a Change in Control, as applicable, in each case, on December 31, 2025. Amounts below reflect potential payments pursuant to the employment agreements and award agreements, as applicable, for such named executive officers.

  73. Potential Payments Upon Termination or a Change in Control

    | | | | Value of Accelerated Equity Awards(3) | | | Name | Cash Severance Benefits for Termination without Cause or for Good Reason(1) | Continued Health Benefits for Termination without Cause or for Good Reason(2) | For Termination due to Death or Disability | In Connection with Change in Control | | J. Sprau | $1,500,000 | $53,461 | $5,510,000 | $5,510,000 | | S. Butz | $1,289,070 | $35,641 | $1,574,273 | $1,574,273 | | S. Hansen | $575,000 | $9,600 | $1,338,166 | $1,338,166 | | J. Schwartz | $450,000 | $35,641 | $629,727 | $629,727 | | B. Seki | $470,000 | $17,820 | $708,439 | $708,439 |

  74. Potential Payments Upon Termination or a Change in Control

    | (1) Cash severance payments include the following amounts that would have been payable to each of our named executive officers if his employment had been terminated without “Cause” (or, for all the named executive officers except Mr. Hansen, if he had resigned for “Good Reason”) on December 31, 2025, as more specifically discussed under “—Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year—Employment Agreements and Offer Letters”: |

  75. Potential Payments Upon Termination or a Change in Control

    a. Mr. Sprau-18 months of salary continuation (1.5 times his annual base salary of $1,000,000); b. Mr. Butz-(i) 12 months of salary continuation (1 times his annual base salary of $600,000), and (ii) a pro-rated annual bonus for 2025. Because this table assumes that Mr. Butz was terminated without cause or resigned for good reason on December 31, 2025, the amount of Mr. Butz’s pro-rated annual bonus for 2025 is the full amount of his earned 2025 bonus (which was $689,070). Mr. Butz is also entitled to any earned, but unpaid, annual bonus for 2025; however, Mr. Butz had already received his 2025 bonus as of December 31, 2025. c. Mr. Hansen-12 months of salary continuation (1 times his annual base salary of $575,000), assuming he has not commenced subsequent employment or engagement by the six-month anniversary of his termination of employment. d. Mr. Schwartz-12 months of salary continuation (1 times his annual base salary of $450,000). Mr. Schwartz is also entitled to any earned, but unpaid, annual bonus for 2025; however, Mr. Schwartz had already received his 2025 bonus as of December 31, 2025. e. Mr. Seki-6 months of salary continuation (one half (0.5) times his annual base salary of $470,000). Mr. Seki is also entitled to any earned, but unpaid, annual bonus for 2025; however, Mr. Seki had already received his 2025 bonus as of December 31, 2025.

  76. Potential Payments Upon Termination or a Change in Control

    | (2) Reflects the cost of providing the named executive officer with continued medical, dental and vision insurance under COBRA for a period of 18 months for Mr. Sprau, 12 months for Mr. Butz, 6 months for Mr. Hansen (which are provided through his union-sponsored healthcare benefits), 12 months for Mr. Schwartz and six months for Mr. Seki assuming 2025 rates (which, for each named executive officer, was $2,970.08 per month). |

  77. Potential Payments Upon Termination or a Change in Control

    | (3) Reflects value of equity awards that accelerate in accordance with their terms as follows: (i) upon the NEO’s termination of employment due to death or disability, all RSUs and options that remain unvested will immediately become vested as of the termination date, (ii) upon a Change in Control, if the RSU or option is not continued or assumed by, or substituted for a substantially equivalent award of, the successor or survivor entity, all RSUs and options that remain unvested will become vested as of immediately prior to the Change in Control and (iii) upon a Change in Control, if (x) the RSU or option is continued or assumed by, or substituted for a substantially equivalent award of, the successor or survivor entity, and (y) the NEO subsequently incurs a termination of employment by the Company without “Cause” or by the NEO for “Good Reason” within two years following such Change in Control, all RSUs and options that remain unvested will immediately become vested as of the date of such termination. |

  78. Potential Payments Upon Termination or a Change in Control

    Under their employment agreements, in the event any of Messrs. Sprau, Butz, Hansen or Seki become disabled during employment and, as a result, is unable to continue to perform substantially all of his duties and responsibilities, either with or without reasonable accommodation, the Company will continue to pay the named executive officer his base salary and allow him to continue participating in Company employee benefit plans (to the extent permitted under the terms of the applicable plan) for up to 12 weeks of disability during any period of 365 consecutive calendar days. If the named executive officer is unable to return to work after 12 weeks of disability, then the Company may terminate him upon notice, without any severance or similar obligations (though the named executive officer will remain entitled to any accrued benefits or compensation or benefits payable under any then-current disability or accidental death and dismemberment policy, etc.). In addition, if the employment of Mr. Butz or Mr. Seki is terminated due to the named executive officer’s death, then the named executive officer’s estate will be entitled to any earned, but unpaid, annual bonus for the year preceding the year of the named executive officer’s death. Our named executive officers are not entitled to enhanced severance benefits if they are terminated without cause or resign for good reason in connection with a change in control. However, subject to the named executive officer’s continued employment or service with the Company or its subsidiaries through the occurrence of a Change of Control Exit, the named executive officer will become fully vested in all unvested Time Interests and Exit Interests. For additional information about such interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” Although the value of the unvested Time Interests and Exit Interests that would have accelerated and vested as of a Change of Control Exit on December 31, 2025 cannot be quantified at this time, the number of such awards held by each named executive officer as of December 31, 2025 is as follows: (i) for Mr. Sprau, 3,253.63 Series A Profits Interests, (ii) for Mr. Butz, 1,473.00 Series A Profits Interests, (iii) for Mr. Hansen, 1,864.99 Series A Profits Interests, (iv) for Mr. Schwartz, 2,761.00 Series A Profits Interests, and (v) for Mr. Seki, 837.00 Series A Profits Interests. Fractional interests have been rounded to the nearest hundredth of a unit. In addition, pursuant to the forms of award agreements under the 2025 Plan, the treatment of outstanding restricted stock units and stock options is as follows: (i) upon the NEO’s termination of employment due to death or disability, all RSUs and options that remain unvested will immediately become vested as of the termination date, (ii) upon a Change in Control, if the RSU or option is not continued or assumed by, or substituted for a substantially equivalent award of, the successor or survivor entity, all RSUs and options that remain unvested will become vested as of immediately prior to the Change in Control and (iii) upon a Change in Control, if (x) the RSU or option is continued or assumed by, or substituted for a substantially equivalent award of, the successor or survivor entity, and (y) the NEO subsequently incurs a termination of employment by the Company without “Cause” or by the NEO for “Good Reason” within two years following such Change in Control, all RSUs and options that remain unvested will immediately become vested as of the date of such termination. Under the 2025 Plan, “Change in Control” means and includes each of the following, unless otherwise provided in the applicable award agreement or other written agreement approved by the Compensation Committee: (a) any Person (as such term is used in 14(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities, excluding for purposes herein, acquisitions pursuant to a Business Combination (as defined below) that does not constitute a Change in Control; (b) a merger, reorganization, or consolidation of the Company or in which equity securities of the Company are issued (each, a “Business Combination”), other than a merger, reorganization or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its direct or indirect parent) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity (or, as applicable, a direct or indirect parent of the Company or such surviving entity) outstanding immediately after such merger, reorganization or consolidation; provided, however, that a merger, reorganization or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control; (c) during the period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

  79. Potential Payments Upon Termination or a Change in Control

    Under the Series A Plans, “Change of Control Exit” generally means (a) any transaction or series of related transactions (including any merger or consolidation) that result in one or more third parties becoming the beneficial owner, directly or indirectly, of more than 50% of the common interests of Legence Paren or Legence Parent II, as applicable; (b) the direct or indirect sale or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of Legence Parent’s or Legence Parent II’s, as applicable, assets and the assets of its subsidiaries, taken as a whole, to one or more third parties (unless the same persons that beneficially own a majority of the common interests immediately prior to the transaction own, directly or indirectly, equity interests with a majority of the total voting power of all of the outstanding equity interests of the surviving or transferee person immediately after the transaction); or (c) Legence Parent or Legence Parent II, as applicable, consolidates with, or merges with or into, any third party pursuant to a transaction in which any of Legence Parent’s or Legence Parent II’s, as applicable, outstanding equity interests or the equity interests of such other third party is converted into or exchanged for cash, securities or other property (other than pursuant to a transaction in which Legence Parent’s or Legence Parent II’s, as applicable, membership interests outstanding immediately prior to the transaction constitute, or are converted into or exchanged for, a majority of the equity securities of the surviving person immediately after giving effect to such transaction), in each case of clauses (a), (b) or (c), including by way of a public offering.

  80. Pay Versus Performance

    Pay Versus Performance Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K requires us to provide the following disclosure regarding compensation for our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation for our other non-PEO NEOs (“Non-PEO NEOs”). The amounts shown for “Compensation Actually Paid” (or, “CAP”) have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received by any of our NEOs. The table includes adjustments as described in the footnotes and also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, net income, and our company-selected measure, which is Adjusted EBITDA. Our IPO occurred in September 2025, and we do not present information for years prior to when we became a public reporting company. The information contained in this “Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein.

  81. Pay Versus Performance

    | | | | | | Value of an initial $100 Investment: | | | | | | Fiscal Year | Summary Compensation Table Total for PEO 1,2 | Compensation Actually Paid to PEO 1,3 | Average Summary Compensation Table Total for Non-PEO NEOs 1,2 | Average Compensation Actually Paid to Non-PEO NEOs 1,3 | Total Stockholder Return 4 | Peer Group Total Stockholder Return 5 | Net Income ($ Millions) 6 | | Adjusted EBITDA ($ Millions) 7 | | 2025 | $8,281,845 | $11,990,443 | $2,749,118 | $4,126,331 | $141.11 | $106.85 | ($ | 59.8) | $298.8 |

  82. Pay Versus Performance

    | (1) NEOs included in these columns reflect the following individuals: |

  83. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Jeffrey Sprau | Stephen Butz, Steve Hansen, Justin Schwartz, Bryce Seki |

  84. Pay Versus Performance

    | (2) Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. |

  85. Pay Versus Performance

    | (3) CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total |

  86. Pay Versus Performance

    | compensation number shown in the Summary Compensation Table included elsewhere in this Proxy Statement: |

  87. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2025 (For PEO) ($) | | Fiscal Year 2025 (Average for Non-PEO NEOs) ($) | | | Summary Compensation Table Total | | 8,281,845 | | 2,749,118 | | (Minus) : Grant Date Fair Value of Equity Awards Reported in the Summary Compensation Table | ($ | 5,622,112) | ($ | 1,609,056) | | (Minus) : Change in Actuarial Present Value of The NEO’s Accumulated Benefit Under All Defined Benefit and Actuarial Pension Plans Reported In the Summary Compensation Table | | 0 | | 0 | | Plus: Pension Service Cost and Associated Prior Service Cost | | 0 | | 0 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 8,457,907 | | 2,376,100 | | Adjust for: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 281,937 | | 398,222 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 72,744 | | 53,389 | | Adjust for: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | 518,123 | | 158,558 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | 0 | | Adjust for: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation for the Fiscal Year | | 0 | | 0 | | Compensation Actually Paid | | 11,990,443 | | 4,126,331 |

  88. Pay Versus Performance

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with Topic 718 or Topic 710, as applicable, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

  89. Pay Versus Performance

    | (4) TSR represents the cumulative return on a fixed investment of $100 in the Company’s Class A Common Stock, for the period beginning on September 12, 2025, the date that our Class A Common Stock commenced trading on the Nasdaq Global Select Market, through the end of the applicable fiscal year, assuming reinvestment of dividends, determined on the same cumulative basis as used in Item 201(e) of Regulation S-K. |

  90. Pay Versus Performance

    | (5) Peer Group Total Stockholder Return represents the cumulative return on a fixed investment of $100 in the S&P Composite 1500 Construction & Engineering (Industry) for the period beginning on September 12, 2025 through the end of the applicable fiscal year, assuming reinvestment of dividends, determined on the same cumulative basis as used in Item 201(e) of Regulation S-K. |

  91. Pay Versus Performance

    | (6) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |

  92. Pay Versus Performance

    | (7) The dollar amounts reported in this column represent Adjusted EBITDA, which is the most important financial performance measure that we used in fiscal 2025 to link compensation actually paid to performance. Adjusted EBITDA is defined as net loss adjusted to exclude, or otherwise reflect, interest expense, net of capitalized interest, interest income, income tax expense (benefit), depreciation and amortization, credit agreement amendment fees, goodwill impairment, long-lived asset impairment, net |

  93. Pay Versus Performance

    | (gain) loss on sale and disposition of property and equipment, loss on debt extinguishment, changes in the fair value of contingent consideration liabilities, acquisition and integration costs, system deployment costs, strategic initiative costs, indemnification asset adjustments, Tax Receivable Agreement liability remeasurements, stock-based compensation expense and accelerated project sale. |

  94. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure

  95. Director Compensation for 2025

    Director Compensation for 2025 The following table presents the total compensation for each person who served as a non-employee member of our board. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of the Board in 2025. Mr. Sprau receives no additional compensation for his services as a director and, consequently, is not included in this table. The compensation received by Mr. Sprau as an employee is presented in the Summary Compensation Table.

  96. Director Compensation for 2025

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards | Option Awards | Total | | Terrence Keenen(3)(4) | $188,723 | $150,000 | $228,420 | $567,143 | | Christie Kelly(3) | $32,019 | $150,000 | $— | $182,019 | | David Coghlan(5) | $7,967 | $150,000 | $— | $157,967 |

  97. Director Compensation for 2025

    | (1) Messrs. Khan and Nimocks are employees of our Sponsor and did not receive any compensation, equity or non-equity awards or other payments in their capacities as non-employee members of our board. |

  98. Director Compensation for 2025

    | (2) The amount of cash fees shown for Ms. Kelly and Messrs. Keenen and Coghlan reflect partial year of service under the compensation program for our non-employee directors, which became effective following our IPO (the “Director Compensation Policy”). For Ms. Kelly and Mr. Coghlan, the amount also reflects partial service based on their date of appointment to the Board. |

  99. Director Compensation for 2025

    | (3) In connection with their appointment to the Board on September 11, 2025, Mr. Keenen and Ms. Kelly each received an award of 5,357 restricted stock units under the 2025 Plan valued at approximately $150,000 as of the grant date, in each case, subject to the terms and conditions of the 2025 Plan and the applicable award agreement. |

  100. Director Compensation for 2025

    | (4) In December 2020, Mr. Keenen was granted 354.99 Legence Parent Units. In September 2025, Mr. Keenen was granted 291.12 Legence Parent Units and 178.88 Legence Parent II Units. Mr. Keenen holds a total of 392.00 vested Series A Profits Interests and 433.00 unvested Series A Profits Interests. The Series A Profits Interests represent membership interests in Legence Parent or Legence Parent II, as applicable, that are intended to constitute profits interests for U.S. federal income tax purposes. Despite the fact that the Series A Profits Interests do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” The aggregate grant date values were calculated in accordance with Topic 718 and Topic 710, as applicable, utilizing the assumptions set forth in the Notes to Consolidated Financial Statements appearing in the Annual Report. For more information about the Series A Profits Interests, including their vesting and forfeiture terms, see the section entitled “—Elements of Compensation—Long-Term Equity Based Compensation—Series A Plans.” |

  101. Director Compensation for 2025

    | (5) Mr. Coghlan was appointed to our Board effective as of December 3, 2025. On December 3, 2025, in connection with his appointment, Mr. Coghlan was eligible to receive the standard annual compensation for our non-employee directors, as further described below, which included an award of 3,779 restricted stock units under the 2025 Plan valued at approximately $150,000 as of the grant date, subject to the terms and conditions of the 2025 Plan and the applicable award agreement. |

  102. Director Compensation for 2025

    The Board has adopted the Director Compensation Policy. The Director Compensation Policy became effective following the IPO. Pursuant to the Director Compensation Policy, our non-employee directors who are not employed by Blackstone or any of its affiliates will receive the following cash compensation for board services, as applicable:

  103. Director Compensation for 2025

    | • | an annual restricted stock unit award under the 2025 Plan with a grant date value of approximately $150,000; |

  104. Director Compensation for 2025

    | • | an annual cash retainer of $85,000 paid in quarterly installments in arrears; |

  105. Director Compensation for 2025

    | • | an additional annual cash retainer of $20,000, $15,000, $15,000 and $30,000, in each case, paid in quarterly installments in arrears for service as the chair of the Audit Committee, chair of the Compensation Committee, chair of the Nominating and Corporate Governance Committee and lead independent director (if applicable), respectively; and |

  106. Director Compensation for 2025

    | • | an additional annual cash retainer of $120,000 paid in quarterly installments in arrears for service as the chair of the Board. |