Forgent Power Solutions Inc-A美股招股说明书(2026-03-30版)

Forgent Power Solutions, Inc. Class A Common Stock This prospectus relates to the sale of (i) 20,688,874 shares of ClassA common stock (as defined below) of Forgent Power Solutions, Inc. (the “Company,” “we,” “us,” “our,” “ForgentPower Solutions”) by Forgent Parent I LP and Forgent Parent IV LP (together, the “selling stockholders”) and (ii) 9,311,126 shares of ClassA common stock by us. We intend to use the netproceeds we receive from this offering to indirectly purchase 9,311,126 common units (“Opco LLC Interests”) of Forgent Power Solutions LLC (“Opco”) (or 10,783,205 Opco LLC Interestsif the underwriters exercise in full their option to purchase additional shares of Class A common stock) from Opco, and Opco intends to use the net proceeds it receives from the sale of OpcoLLC Interests to us to redeem Opco LLC Interests from Forgent Parent II LP and Forgent Parent III LP (the “Existing Opco LLC Owners”). We will not receive any of the proceeds from thesale of shares of Class A common stock by the selling stockholders in this offering. See “Use of Proceeds.” Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FPS.” On March26, 2026, the last reported sale price of our Class A common We have two classes of common stock: ClassA common stock, par value $0.00001 per share (“ClassA common stock”) and ClassB common stock, par value $0.00001 per share(“ClassB common stock”). Each share of our ClassA common stock entitles its holder to one vote per share and each share of our ClassB common stock entitles its holder to one vote pershare on all matters presented to our stockholders generally; however, shares of our ClassB common stock do not have any right to receive distributions or dividends from Forgent PowerSolutions. In connection with our initial public offering, we completed the Up-C Transactions (as defined below) and, as result, we are a holding company in an organizational structurecommonly referred to as an umbrella partnership-C-corporation or “Up-C” structure, and our principal asset consists of an indirect ownership of 76.65% of the Opco LLC Interests. Inconnection with the Up-C Transactions, we entered into the Tax Receivable Agreement (as defined below) pursuant to which we are required to pay to the TRA Participants (as definedbelow), among other things, 85% of the amount of the tax savings that result (or in some circumstances are deemed to realize) from the redemption or exchange of the Opco LLC Interests.Any payments made by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overallcash flow that might have otherwise been available to us. We expect that the amount of such payments will be substantial. Absent a termination event pursuant to the terms of the TaxReceivable Agreement and assuming no material changes in the relevant tax laws, we expect our obligation to make cash payments under the Tax Receivable Agreement will continue formore than fifteen years after all of the Existing Opco LLC Owners exchange or redeem all of their Opco LLC Interests. The actual amounts we will be required to pay under the TaxReceivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges or redemptions will vary based on anumber of factors. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We willoperate and control all of the business and affairs of Opco and its direct and indirect subsidiaries and conduct our business through Opco. As of date hereof, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP (collectively, the “Continuing Equity Owners”) own (i)168,935,645shares of our ClassA common stock and (ii)71,093,244 shares of shares of our Class B common stock (constituting all of the outstanding shares of Class B common stock) along with anequal number of Opco LLC Interests. As a result, the Continuing Equity Owners directly or indirectly own 78.85% of the economic interests in Opco and 78.85% of the total voting power inthe Company. Each of the Continuing Equity Owners is controlled by Neos Partners, LP (“Neos”). Accordingly, we are a “controlled company” as defined under the corporate governance rules ofthe NYSE and intend to avail ourselves of the corresponding “controlled company” exemptions. See “Management—Controlled Company Status” and “Principal and Selling Stockholders.” We are an “emerging growth company” as defined under the U.S. federal securities laws, and, as such, are subject to reduced public company reporting requirements. See “Risk Factors” beginning on page32 to read about factors you should consider before investing in shares of our ClassA commonstock. Neither the Securities and Exchange Commission nor any