Legence Reports Second Quarter 2026 Financial Results

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

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

Quarterly Adjusted EBITDA (non-GAAP) Increased 114% from Prior Year²

Record Total Backlog and Awarded Contracts of $5.67 Billion, a 105% Increase from a Year Ago

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

Raise Full Year 2026 Guidance for Revenue to $4.7 Billion - $4.8 Billion and Non-GAAP Adjusted EBITDA of $565 Million - $585 Million

SAN JOSE, Calif., Aug. 13, 2026 (GLOBE NEWSWIRE) -- Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today reported financial results for the second quarter ended June 30, 2026.

“Strong customer demand led to another record quarter for Legence, with new highs in revenue, Adjusted EBITDA and backlog and awarded contracts,” said Jeff Sprau, Chief Executive Officer of Legence. “Total revenue more than doubled year over year, with revenue growth, excluding the impact of The Bowers Group ("Bowers") acquisition, of approximately 60%. While the data centers & technology end market continues to be a significant driver of our performance, we are also benefitting from healthy activity across our other diverse end markets, including life sciences & healthcare, state & local government, and education. Our dedicated craftspeople, technicians, and engineering professionals are executing at the highest standards, and we are leveraging the scalability of our growth platform to drive sequential Adjusted EBITDA Margin expansion. As we enter the second half of 2026, healthy industry conditions, combined with our backlog-supported visibility, gives us confidence to raise our revenue and profit outlook for the year.”

Second Quarter 2026 Consolidated Results:

Revenues for the second quarter 2026 totaled $1.26 billion, an increase of 110.7% from $598.9 million for the second quarter 2025. Excluding the impact of the Bowers acquisition, non-GAAP revenue growth was 60.0%. Gross profit for the second quarter 2026 was $220.2 million with gross margin of 17.4%, compared to gross profit of $128.7 million and gross margin of 21.5% for the second quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $234.0 million and non-GAAP Adjusted Gross Margin of 18.5% for the second quarter 2026, compared to non-GAAP Adjusted Gross Profit of $130.3 million and non-GAAP Adjusted Gross Margin of 21.8% for the second quarter 2025. The decrease in non-GAAP Adjusted Gross Profit and non-GAAP Adjusted Gross Margin was primarily due to a revenue mix shift towards Installation & Maintenance and a slight decline in Engineering & Consulting Adjusted Gross Margin. Net loss attributable to Legence for the second quarter 2026 was $27.8 million, or $(0.37) per diluted share, compared to a net loss attributable to Legence of $5.3 million for the second quarter 2025. Net loss for the second quarter 2026 was $34.6 million, compared to a net loss of $3.9 million for the second quarter 2025. Non-GAAP Adjusted EBITDA for the second quarter 2026 was $154.6 million, an increase of 114.1% from $72.2 million for the second quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of revenue growth (excluding Bowers), Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of each to the most directly comparable GAAP measure.

Legence Corp. Consolidated Results
($ in thousands)		Three Months Ended June 30,
			2026							2025						Year over Year Change
		$				%			$				%			$				%
Revenues:
Engineering & Consulting		$	206,893			16.4	%		$	196,094			32.7	%		$	10,799			5.5	%
Installation & Maintenance			1,055,234			83.6	%			402,796			67.3	%			652,438			162.0	%
Consolidated Revenues		$	1,262,127			100.0	%		$	598,890			100.0	%		$	663,237			110.7	%
		Three Months Ended June 30,
			2026							2025						Year over Year Change
		$				% Margin			$				% Margin			$				%
Gross Profit:
Engineering & Consulting		$	56,148			27.1	%		$	64,111			32.7	%		$	(7,963	)		(12.4	)%
Installation & Maintenance			164,083			15.5	%			64,563			16.0	%			99,520			154.1	%
Consolidated Gross Profit		$	220,231			17.4	%		$	128,674			21.5	%		$	91,557			71.2	%
Non-GAAP Adjusted Gross Profit		$	233,960			18.5	%		$	130,330			21.8	%		$	103,630			79.5	%
Non-GAAP Adjusted EBITDA		$	154,569			12.2	%		$	72,204			12.1	%		$	82,365			114.1	%

Engineering & Consulting Segment Results:

Engineering & Consulting segment revenue for the second quarter 2026 totaled $206.9 million, an increase of 5.5% from $196.1 million for the second quarter 2025, driven by higher demand for Program & Project Management services primarily from state & local government and data centers & technology clients, partially offset by lower revenue from Engineering & Design services primarily from mixed-use clients.

Engineering & Consulting segment gross profit for the second quarter 2026 totaled $56.1 million, a decrease of 12.4% from $64.1 million for the second quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $64.3 million and non-GAAP Adjusted Gross Margin of 31.1% for the second quarter 2026, compared to non-GAAP Adjusted Gross Profit of $65.1 million and non-GAAP Adjusted Gross Margin of 33.2% for the second quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The decrease in non-GAAP Adjusted Gross Profit was primarily driven by lower non-GAAP Adjusted Gross Margin, partially offset by higher revenue. The decrease in non-GAAP Adjusted Gross Margin was primarily driven by a revenue mix shift towards the Program & Project Management service line and rising indirect customer fulfillment costs.

Engineering & Consulting Segment Results
($ in thousands)		Three Months Ended June 30,
			2026							2025						Year over Year Change
		$				%			$				%			$				%
Segment Revenues:
Engineering & Design		$	102,348			49.5	%		$	106,685			54.4	%		$	(4,337	)		(4.1	)%
Program & Project Management			104,545			50.5	%			89,409			45.6	%			15,136			16.9	%
Engineering & Consulting Revenues		$	206,893			100.0	%		$	196,094			100.0	%		$	10,799			5.5	%
		Three Months Ended June 30,
			2026							2025						Year over Year Change
		$				% Margin			$				% Margin			$				%
Engineering & Consulting Gross Profit		$	56,148			27.1	%		$	64,111			32.7	%		$	(7,963	)		(12.4	)%
Engineering & Consulting Non-GAAP Adjusted Gross Profit		$	64,334			31.1	%		$	65,088			33.2	%		$	(754	)		(1.2	)%

Installation & Maintenance Segment Results:

Installation & Maintenance segment revenue for the second quarter 2026 totaled $1.06 billion, an increase of 162.0% from $402.8 million for the second quarter 2025. Excluding the impact of the Bowers acquisition, non-GAAP Installation & Maintenance segment revenues grew by 86.6% over the comparable periods.³ The increase was driven by strong demand for our Installation & Fabrication services, primarily from data centers & technology clients. The increase in Maintenance & Service revenue was primarily from data centers & technology, education, state & local government and life sciences & healthcare clients. See the section titled “Non-GAAP Financial Measures” for more information about non-GAAP revenue growth (excluding Bowers).

Installation & Maintenance segment gross profit for the second quarter 2026 totaled $164.1 million, an increase of 154.1% from $64.6 million for the second quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $169.6 million and non-GAAP Adjusted Gross Margin of 16.1% for the second quarter 2026, compared to non-GAAP Adjusted Gross Profit of $65.2 million and non-GAAP Adjusted Gross Margin of 16.2% for the second quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was primarily driven by revenue growth, partially offset by a slight decline in non-GAAP Adjusted Gross Margin. The slight decline in non-GAAP Adjusted Gross Margin was primarily due to an increase in Installation & Fabrication revenue mix, and lower service line margins, largely offset by greater economies of scale in customer fulfillment support costs.

Installation & Maintenance Segment Results
($ in thousands)		Three Months Ended June 30,
			2026							2025						Year over Year Change
		$				%			$				%			$				%
Segment Revenues:
Installation & Fabrication		$	924,884			87.6	%		$	320,025			79.5	%		$	604,859			189.0	%
Maintenance & Service			130,350			12.4	%			82,771			20.5	%			47,579			57.5	%
Installation & Maintenance Revenues		$	1,055,234			100.0	%		$	402,796			100.0	%		$	652,438			162.0	%
		Three Months Ended June 30,
			2026							2025						Year over Year Change
		$				% Margin			$				% Margin			$				%
Installation & Maintenance Gross Profit		$	164,083			15.5	%		$	64,563			16.0	%		$	99,520			154.1	%
Installation & Maintenance Non-GAAP Adjusted Gross Profit		$	169,626			16.1	%		$	65,242			16.2	%		$	104,384			160.0	%

Backlog and Awarded Contracts and Book-to-Bill Ratio

Backlog and awarded contracts totaled $5.67 billion at June 30, 2026, an increase of 104.6% from $2.77 billion at June 30, 2025. The consolidated book-to-bill ratio for the three-month period ended June 30, 2026 was 1.2x. Engineering & Consulting segment backlog and awarded contracts increased by 26.6% year over year, primarily from growth in the state & local government, education, and life sciences & healthcare end markets. Installation & Maintenance segment backlog and awarded contracts increased by 141.2% year over year, primarily from the acquisition of Bowers and strong growth in the data centers & technology and education end markets.

Backlog and Awarded Contracts
($ in thousands)
		As of June 30,								Year over Year Change
			2026				2025			$				%
Engineering & Consulting		$	1,122,226			$	886,217			$	236,009			26.6	%
Installation & Maintenance			4,549,573				1,886,457				2,663,116			141.2	%
Total Backlog and Awarded Contracts		$	5,671,799			$	2,772,674			$	2,899,125			104.6	%
Book-to-bill ratio for the three months ended
June 30		1.2		x		1.3		x
Book-to-bill ratio for the six months ended
June 30		1.2		x		1.3		x

Balance Sheet

At June 30, 2026, the Company had cash and equivalents of approximately $292.0 million and total debt⁴ of approximately $1.03 billion. As a result, net leverage was 1.6 times, based on non-GAAP Adjusted EBITDA of the Company for the last 12 months ended June 30, 2026 (“Legence LTM adjusted EBITDA”). When including non-GAAP EBITDA of Bowers for the six months ended December 31, 2025 together with Legence LTM adjusted EBITDA, adjusted net leverage was 1.5 times. Refer to “Non-GAAP Financial Measures” for definitions of net leverage and adjusted net leverage and related reconciliations.

Guidance

Legence announces the following guidance for the third quarter of 2026:

• Total revenues of $1.225 billion to $1.275 billion; and
• Non-GAAP Adjusted EBITDA of $150 million to $160 million.
  
  

Legence revises guidance for full year 2026 as follows:

• Total revenues of $4.7 billion to $4.8 billion, up from $4.1 billion to $4.3 billion; and
• Non-GAAP Adjusted EBITDA of $565 million to $585 million, up from $470 million to $490 million.
  
  

Conference Call

Legence will host a webcast and conference call to discuss its financial results on August 13, 2026 at 10:00 a.m. (Eastern Time). The webcast link to the call and the slide presentation to accompany the call remarks can be accessed on the Company’s website at https://investors.wearelegence.com/. A replay of the webcast can be accessed through the same webcast link on the Company’s website shortly after the call and will be available through September 13, 2026.

About Legence

Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems—enhancing energy efficiency, reliability, and sustainability in new and existing facilities. Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100 Index among its clients.

Forward-Looking Statements

Some of the information in this press release may contain “forward-looking statements.” All statements, other than statements of historical fact, included in this press release including, without limitation, those relating to our strategy, future operations, financial position and guidance, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “plan,” “potential,” “predict,” “forecast,” “budget,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative versions of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are not historical facts but rather are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not be achieved. Such statements are subject to a number of assumptions, risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to: changes to economic and regulatory conditions and other trends in the markets in which we operate; our ability to compete effectively in our target markets; the business plans or financial condition of our customers; the impact of acquired companies, including Bowers, on our organization and the ability to recognize the anticipated benefits of such acquisitions; the regulations related to environmental, health and safety matters; the ability to receive necessary government permits and approvals; the future availability and price of materials and equipment necessary for the performance of our business; the risks associated with inflation, interest rates, recessionary economic conditions and commodity prices; the fact that we outsource various elements of the services we sell and use materials and equipment produced by third parties; our clients’ reliance on third party financing; the recognition of all revenues from our backlog and awarded contracts; our receipt of all payments anticipated under awarded projects and customer contracts; the maintenance of safe work sites and equipment; restrictions imposed by our existing and any future indebtedness; our exposure to costs and liabilities under environmental, health and safety laws; misconduct and errors by employees, subcontractors, partners or third party service providers; and the other risks described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Annual Report”), and in other documents subsequently filed by the Company from time to time with the SEC. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified in their entirety by the statements in this section, to reflect events or circumstances after the date of this press release. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Annual Report and in the Company’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.

Contact

Media: media@wearelegence.com
Investor Relations: ir@wearelegence.com

Legence Corp. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)
		Three Months Ended June 30,								Six Months Ended June 30,
			2026				2025				2026				2025
Revenue		$	1,262,127			$	598,890			$	2,300,020			$	1,104,843
Cost of revenue			1,041,896				470,216				1,893,635				864,465
Gross profit			220,231				128,674				406,385				240,378
Selling, general and administrative			147,591				72,468				263,686				141,927
Depreciation and amortization			37,972				25,344				74,800				51,436
Acquisition-related costs			415				19				11,847				176
Gain on sale of property and equipment			(118	)			(122	)			(182	)			(220	)
Goodwill impairment			21,586				—				21,586				—
Long-lived asset impairment			19,491				—				19,491				—
Equity in earnings of joint venture			(88	)			(364	)			(592	)			(824	)
(Loss) income from operations			(6,618	)			31,329				15,749				47,883
Other expense (income):
Interest expense (including $1,567 and $4,169 for the three months in 2026 and 2025, respectively, and $3,247 and $8,465 for the six months in 2026 and 2025, respectively, from related parties)			16,911				30,404				33,911				60,045
Interest income			(1,914	)			(764	)			(3,234	)			(1,519	)
Credit agreement amendment fees			2,014				49				5,257				2,926
Loss on debt extinguishment			13				—				13				—
Other income, net			(169	)			(37	)			(738	)			(145	)
Total other expense, net			16,855				29,652				35,209				61,307
(Loss) income before income tax			(23,473	)			1,677				(19,460	)			(13,424	)
Income tax expense (benefit)			11,091				5,546				(2,290	)			9,584
Net loss			(34,564	)			(3,869	)			(17,170	)			(23,008	)
Net (loss) income attributable to noncontrolling interests			(6,723	)			1,401				(5,423	)			3,475
Net loss attributable to Legence		$	(27,841	)		$	(5,270	)		$	(11,747	)		$	(26,483	)
Loss per share:
Basic		$	(0.37	)						$	(0.16	)
Diluted		$	(0.37	)						$	(0.23	)
Weighted-average Class A Common Stock outstanding:
Basic			76,032								71,616
Diluted			76,032								107,976

Legence Corp. Condensed Consolidated Balance Sheets (In thousands, except par value and share amounts) (Unaudited)
		June 30, 2026				December 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	291,980			$	230,166
Accounts receivable, net			918,930				584,060
Contract assets, net			382,167				259,941
Prepaid expenses and other current assets			55,099				36,179
Total current assets			1,648,176				1,110,346
Property and equipment, net of accumulated depreciation of $115,490 and $98,650 as of June 30, 2026 and December 31, 2025, respectively			130,412				92,333
Operating lease right-of-use assets (including $18,598 and $20,025 as of June 30, 2026 and December 31, 2025, respectively, from related parties)			153,536				117,139
Goodwill			822,521				764,336
Intangible assets, net			792,175				551,420
Other assets			192,869				43,822
Total assets		$	3,739,689			$	2,679,396
Liabilities and Equity
Current liabilities:
Accounts payable		$	428,988			$	246,161
Accrued compensation and benefits			139,133				68,064
Accrued and other current liabilities			81,405				16,475
Contract liabilities			517,932				339,462
Current portion of operating lease liabilities (including $3,889 and $3,920 as of June 30, 2026 and December 31, 2025, respectively, from related parties)			31,008				21,300
Current portion of long-term debt			26,201				16,694
Total current liabilities			1,224,667				708,156
Long-term debt, net of current portion (including $97,162 and $84,735 as of June 30, 2026 and December 31, 2025, respectively, from related parties)			1,008,336				812,398
Operating lease liabilities, net of current portion (including $15,759 and $17,282 as of June 30, 2026 and December 31, 2025, respectively, from related parties)			130,023				103,762
Tax receivable agreement liability - related party			342,729				207,448
Deferred tax liabilities, net			43,397				46,714
Other long-term liabilities			12,997				12,123
Total liabilities			2,762,149				1,890,601
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding as of June 30, 2026 and December 31, 2025			—				—
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 76,881,291 and 63,856,975 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			768				638
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 31,171,134 and 41,479,954 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			312				415
Additional paid-in capital			917,012				701,791
Accumulated deficit			(321,696	)			(309,949	)
Accumulated other comprehensive income (loss)			4,067				(698	)
Total Legence stockholders' equity			600,463				392,197
Noncontrolling interests			377,077				396,598
Total stockholders' equity			977,540				788,795
Total liabilities and stockholders' equity		$	3,739,689			$	2,679,396

Legence Corp. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
		Six Months Ended June 30,
			2026				2025
Cash flows from operating activities:
Net loss		$	(17,170	)		$	(23,008	)
Adjustments to reconcile net loss to cash provided by operating activities:
Amortization of intangible assets			65,954				42,237
Depreciation of property and equipment			20,512				15,884
Goodwill impairment			21,586				—
Long-lived asset impairment			19,491				—
Amortization of debt issuance costs and discounts			859				2,065
Stock-based compensation			96,478				3,241
Compensation expense - Performance Interests			15,554				—
Deferred taxes			(26,647	)			(3,929	)
Equity in earnings of joint venture			(592	)			(824	)
Operating lease right-of-use asset lease expense			14,413				8,301
Other			755				430
Changes in operating assets and liabilities:
Accounts receivable, net			(151,052	)			(41,071	)
Contract assets			(53,696	)			(24,516	)
Prepaid expenses and other current assets			(2,934	)			3,887
Accounts payable			105,297				46,514
Accrued compensation and benefits			42,716				21,771
Accrued and other current liabilities			1,908				(2,410	)
Contract liabilities			51,421				20,039
Operating lease liabilities, current and long-term			(12,051	)			(6,652	)
Other long-term assets and liabilities			1,692				583
Cash provided by operating activities			194,494				62,542
Cash flows from investing activities:
Purchases of property and equipment			(41,867	)			(14,164	)
Consideration paid for acquisitions, net of cash acquired			(281,293	)			(453	)
Proceeds from sale of property and equipment			220				166
Cash used in investing activities			(322,940	)			(14,451	)
Cash flows from financing activities:
Term loan borrowings (including $15,000 and $2,495 in 2026 and 2025, respectively, from related parties)			200,000				2,495
Term loan payments			(4,983	)			(10,714	)
Revolver borrowings			25,000				—
Revolver payments			(25,000	)			—
Notes payable payments			(3,273	)			(4,354	)
Finance lease payments			(2,855	)			(1,813	)
Payments for deferred offering costs			(60	)			(16,973	)
Other			1,431				—
Cash provided by (used in) financing activities			190,260				(31,359	)
Increase in cash and cash equivalents			61,814				16,732
Cash and cash equivalents, beginning of period			230,166				81,167
Cash and cash equivalents, end of period		$	291,980			$	97,899

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains non-GAAP financial measures as described below.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.

In addition, this press release includes certain projections of the non-GAAP financial measure Adjusted EBITDA. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliations of the forward-looking non-GAAP financial measures are included.

Revenue Growth (excluding Bowers)

This press release discloses consolidated revenue growth of Legence of 60.0%, and revenue growth of Legence’s Installation & Maintenance segment of 86.6%, for the quarter ended June 30, 2026, compared to the quarter ended June 30, 2025, the calculation of which, in each case, excludes the impact of approximately $303.8 million of second quarter 2026 revenues from Bowers. Such metrics are not calculated in accordance with GAAP. Management believes such metrics provide investors with useful supplemental information regarding the Company’s organic revenue performance by presenting revenue growth without giving effect to the impact of the Bowers acquisition. As calculated in accordance with GAAP, revenue growth of Legence was 110.7% (based on second quarter 2026 and 2025 consolidated revenues of $1.26 billion and $598.9 million, respectively), and revenue growth of Legence’s Installation & Maintenance segment was 162.0% (based on second quarter 2026 and 2025 I&M segment revenues of $1.06 billion and $402.8 million, respectively), for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025.

Adjusted EBITDA and Adjusted EBITDA Margin; Net Leverage and Adjusted Net Leverage

Adjusted EBITDA and Adjusted EBITDA Margin are financial measures not presented in accordance with GAAP but are intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Adjusted EBITDA is defined as net loss adjusted to exclude, or otherwise reflect, interest expense, interest income, income tax expense (benefit), depreciation and amortization, credit agreement amendment fees, goodwill impairment, long-lived asset impairment, net gain on sale and disposition of property and equipment, loss on debt extinguishment, acquisition and integration costs, system deployment costs, strategic initiative costs, indemnification asset adjustments, Tax Receivable Agreement liability remeasurements and stock-based and other non-cash compensation expense (benefit). Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin should not be considered alternatives to net loss or net loss margin, respectively, as determined in accordance with GAAP. Management believes that the exclusion of the above-described items from net loss in the presentation of the non-GAAP measures identified above enables us and our investors to more effectively evaluate our operations period over period and to identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes these measures may be useful for investors in comparing our operating results with those of other companies.

Net leverage is defined as net debt of Legence divided by Adjusted EBITDA of Legence, and adjusted net leverage is defined as net debt of Legence divided by LTM combined adjusted EBITDA. Net debt includes total balance sheet debt, excluding finance lease liabilities, less cash and cash equivalents. LTM combined adjusted EBITDA is the sum of (1) adjusted EBITDA of Legence for the 12-month period ended June 30, 2026 (or “Legence LTM adjusted EBITDA”) and (2) EBITDA of Bowers for the six month period ended December 31, 2025 (“Bowers EBITDA”), which is based, in part, on certain unaudited financial information of Bowers for the three months ended December 31, 2025 and audited financial information of Bowers for the year ended September 30, 2025. Bowers EBITDA is defined as net income, plus depreciation and amortization, interest income and income tax expense. The Company believes these non-GAAP measures are useful to investors as they provide alternative information that management believes to be useful in assessing (including, in the case of adjusted net leverage, on a combined basis giving effect to the Bowers acquisition) our ability to meet our payment obligations in addition to considering the absolute amount of our debt.

The following table provides a reconciliation (the “Legence adjusted EBITDA Reconciliation”) of our net loss, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA, and a calculation of Adjusted EBITDA Margin for the periods indicated (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,								Year Ended December 31,				Twelve Months Ended June 30,
			2026				2025				2026				2025				2025				2026
Net loss		$	(34,564	)		$	(3,869	)		$	(17,170	)		$	(23,008	)		$	(77,303	)		$	(71,465	)
Interest expense			16,911				30,404				33,911				60,045				101,778				75,644
Interest income			(1,914	)			(764	)			(3,234	)			(1,519	)			(4,488	)			(6,203	)
Income tax expense (benefit)			11,091				5,546				(2,290	)			9,584				22,161				10,287
Depreciation and amortization			44,190				28,770				86,466				58,121				114,288				142,633
Credit agreement amendment fees(1)			2,014				49				5,257				2,926				6,302				8,633
Goodwill impairment			21,586				—				21,586				—				24,966				46,552
Long-lived asset impairment			19,491				—				19,491				—				2,415				21,906
Net gain on sale and disposition of property and equipment			(118	)			(122	)			(182	)			(220	)			(326	)			(288	)
Loss on debt extinguishment			13				—				13				—				6,651				6,664
Acquisition and integration costs(2)			420				298				12,113				1,766				8,436				18,783
System deployment costs(3)			—				1,034				—				2,140				2,140				—
Strategic initiative costs(4)			1,512				3,159				2,711				9,947				17,092				9,856
Indemnification asset adjustments(5)			(93	)			—				(198	)			—				3,796				3,598
Tax Receivable Agreement liability remeasurements(6)			88				—				(161	)			—				2,914				2,753
Stock-based and other non-cash compensation expense(7)			73,942				7,699				114,357				3,241				68,003				179,119
Adjusted EBITDA		$	154,569			$	72,204			$	272,670			$	123,023			$	298,825			$	448,472
Net loss margin			(2.7	)%			(0.6	)%			(0.7	)%			(2.1	)%			(3.0	)%			(1.9	)%
Adjusted EBITDA margin			12.2	%			12.1	%			11.9	%			11.1	%			11.7	%			12.0	%

(1)	Represents costs incurred in connection with our debt refinancings in each of the periods presented.
(2)	For the three months ended June 30, 2026 and 2025, $0.4 million relates to acquisition costs recorded in acquisition-related costs and $0.3 million relates to acquisition integration costs recorded in selling, general and administrative costs, respectively, in the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2026 and 2025, the figures include $11.8 million and $0.2 million, respectively, of acquisition costs recorded in acquisition-related costs and $0.3 million and $1.6 million, respectively, of acquisition integration costs recorded in selling, general and administrative costs in the Condensed Consolidated Statements of Operations.
(3)	Represents consulting and initial upfront costs associated with implementing and optimizing certain enterprise resource planning systems.
(4)	Represents (i) consulting, legal, accounting, and other expenses in connection with non-recurring extraordinary company transactions, including fees related to our IPO that did not meet the requirements to be deferred issuance costs and (ii) consulting, legal, accounting, and other expenses in connection with secondary offerings conducted on behalf of our selling shareholders.
(5)	Represents adjustments to an indemnification asset related to unrecognized tax benefits acquired in a prior acquisition recorded in Other income, net in the Condensed Consolidated Statements of Operations and is fully offset in Income tax expense (benefit) in the Condensed Consolidated Statements of Operations.
(6)	Tax Receivable Agreement liability remeasurements are recorded in Other income, net in the Condensed Consolidated Statements of Operations.
(7)	Includes compensation expense relating to legacy Series A Interests and Restricted Series C Interests as well as RSUs, stock options, and ESPP.

The following table provides a reconciliation (the “Bowers EBITDA Reconciliation”) of net income of Bowers, the most directly comparable financial measure presented in accordance with GAAP, to Bowers EBITDA for the six months ended December 31, 2025:

($ in thousands)		Six Months Ended December 31, 2025
Net Income		$	48,876
Interest Income			(1,256	)
Income Tax Expense			2,827
Depreciation and Amortization			885
EBITDA		$	51,332

The following table, taken together with the Legence adjusted EBITDA Reconciliation and the Bowers EBITDA Reconciliation, presents the calculation of LTM combined adjusted EBITDA:

($ in thousands)		Six Months Ended June 30, 2026				Six Months Ended December 31, 2025				Twelve Months Ended June 30, 2026
Legence Adjusted EBITDA		$	272,670			$	175,802			$	448,472
Bowers EBITDA							51,332				51,332
LTM combined adjusted EBITDA										$	499,804

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

($ in thousands)		June 30, 2026
Cash and cash equivalents		$	291,980
Term Loan		$	992,790
Notes Payable			33,589
Total Debt(1)		$	1,026,379
Net Debt(1)		$	734,399
Legence LTM adjusted EBITDA		$	448,472
Net Leverage			1.6
LTM combined adjusted EBITDA(2)		$	499,804
Adjusted Net Leverage			1.5

(1)	Excludes approximately 15.0 million of finance leases in June 30, 2026
(2)	Represents the sum of (a) Adjusted EBITDA of Legence for the 12-month period ended June 30, 2026 and (b) EBITDA of Bowers for the six month period ended December 31, 2025

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Gross profit is defined as revenue less cost of revenue services. Adjusted Gross Profit is defined as gross profit adjusted to exclude compensation related to legacy Series A Interests and Restricted Series C Interests, where the payment of this expense is borne by entities outside of Legence Adjusted Gross Profit should not be considered an alternative to gross profit that is derived in accordance with GAAP. Adjusted Gross Margin is defined as Adjusted Gross Profit divided by revenue. Management believes that the exclusion of the above-described items from gross profit in the presentation of the non-GAAP measure identified above enables us and our investors to supplement the evaluation of our operations period over period and to identify operating trends that might not otherwise be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes this measure may be useful for investors in comparing our operating results with those of other companies.

The following table provides a reconciliation of our gross profit, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted Gross Profit for the periods presented herein (in thousands) and our Adjusted Gross Margin for the same periods:

		Three Months Ended June 30,
			2026				2025
Gross Profit
Engineering & Consulting Segment		$	56,148			$	64,111
Installation & Maintenance Segment			164,083				64,563
Consolidated		$	220,231			$	128,674
Non-GAAP Adjustments:
Compensation related to legacy Series A Interests and Restricted Series C Interests(1)
Engineering & Consulting Segment		$	8,186			$	977
Installation & Maintenance Segment			5,543				679
Consolidated		$	13,729			$	1,656
Non-GAAP Adjusted Gross Profit:
Engineering & Consulting Segment		$	64,334			$	65,088
Installation & Maintenance Segment			169,626				65,242
Consolidated		$	233,960			$	130,330
Non-GAAP Adjusted Gross Margin:
Engineering & Consulting Segment			31.1	%			33.2	%
Installation & Maintenance Segment			16.1	%			16.2	%
Consolidated			18.5	%			21.8	%

(1)

Represents the portion of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence and recorded in cost of revenue in the Condensed Consolidated Statements of Operations. Figures exclude the portion of stock-based compensation expense related to restricted stock units and other equity awards issued by Legence.

Backlog and Awarded Contracts and Book-to-Bill Ratio

We believe that backlog and awarded contracts and book-to-bill ratio enable us to more effectively forecast our future results and working capital needs, as well as better identify future operating trends that may not otherwise be apparent. Backlog represents, as of any date of determination, the expected revenue values of the remaining performance obligations under our contracted fixed-price projects. Awarded contracts represents, as of any date of determination, the expected revenue values of projects awarded to us following a request for proposals but for which a formal contract has not yet been signed. We calculate our book-to-bill ratio by taking our additions to backlog and awarded contracts, excluding additions that were attained through acquisition, for the period, and dividing it by revenue from fixed-price contracts for the same period. Given that backlog and awarded contracts and book-to-bill ratio are operational measures and that our methodology for calculating each such measure does not meet the definition of a non-GAAP financial measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required or provided.

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_{¹ Excludes impact of approximately $303.8 million of second quarter 2026 revenues from Bowers. Revenue growth (excluding Bowers) is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Measures” for more information.
² Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are included in the section titled “Non-GAAP Financial Measures.”
³ Excludes impact of approximately $303.8 million of second quarter 2026 revenues from Bowers. Revenue growth (excluding Bowers) is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Measures” for more information.
⁴ Total debt defined as Term Loan balance of $992.8 million and Notes Payable balance of $33.6 million.}