Forgent Power Solutions美股招股说明书(2026-06-01版)

Forgent Power Solutions, Inc. Class A Common Stock This prospectus relates to the sale of (i) 28,542,420 shares of Class A common stock (as definedbelow) of Forgent Power Solutions, Inc. (the “Company,” “we,” “us,” “our,” “Forgent Power Solutions”)by Forgent Parent I LP and Forgent Parent IV LP (together, the “selling stockholders”) and (ii) 13,737,580shares of Class A common stock by us. We intend to use the net proceeds we receive from this offering toindirectly purchase 13,737,580 common units (“Opco LLC Interests”) of Forgent Power Solutions LLC(“Opco”) (or 15,852,319 Opco LLC Interests if the underwriters exercise in full their option to purchaseadditional shares of Class A common stock) from Opco, and Opco intends to use the net proceeds itreceives from the sale of Opco LLC Interests to us to redeem Opco LLC Interests from Forgent Parent IILP and Forgent Parent III LP (the “Existing Opco LLC Owners”). We will not receive any of the proceedsfrom the sale of shares of Class A common stock by the selling stockholders in this offering. See “Use ofProceeds.” Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under thesymbol “FPS.” On May 28, 2026, the last reported sale price of our Class A common stock on the NYSEwas $47.56 per share. We have two classes of common stock: Class A common stock, par value $0.00001 per share(“Class A common stock”) and Class B common stock, par value $0.00001 per share (“Class B commonstock”). Each share of our Class A common stock entitles its holder to one vote per share and each share ofour Class B common stock entitles its holder to one vote per share on all matters presented to ourstockholders generally; however, shares of our Class B common stock do not have any right to receivedistributions or dividends from Forgent Power Solutions. In connection with our initial public offering, we completed the Up-C Transactions (as definedbelow) and, as a result, we are a holding company in an organizational structure commonly referred to asan umbrella partnership-C-corporation or “Up-C” structure, and our principal asset consists of an indirectownership of 80.19% of the Opco LLC Interests. In connection with the Up-C Transactions, we enteredinto the Tax Receivable Agreement (as defined below) pursuant to which we are required to pay to theTRA Participants (as defined below), 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 LLCInterests. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will notbe available for reinvestment in our business and will generally reduce the amount of overall cash flow thatmight 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 Tax Receivable Agreement and assuming nomaterial changes in the relevant tax laws, we expect our obligation to make cash payments under the TaxReceivable Agreement will continue for more than fifteen years after all of the Existing Opco LLC Ownersexchange or redeem all of their Opco LLC Interests. The actual amounts we will be required to pay underthe Tax Receivable Agreement and the actual amount of deferred tax assets and related liabilities that wewill recognize as a result of any such future exchanges or redemptions will vary based on a number offactors. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships andRelated Party Transactions—Tax Receivable Agreement.” We operate and control all of the business andaffairs of Opco and its direct and indirect subsidiaries and conduct our business through Opco. As of the date hereof, Continuing Equity Owners (as defined below) own (i) 145,218,850 shares ofour Class A common stock and (ii) 60,310,039 shares of our Class B common stock (constituting all of theoutstanding shares of Class B common stock) along with an equal number of Opco LLC Interests. As aresult, the Continuing Equity Owners directly or indirectly own 67.51% of the economic interests in Opcoand 67.51% of the total voting power in the 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 of the NYSE and intend toavail ourselves of the corresponding “controlled company” exemptions. See “Management—ControlledCompany Status” and “Principal and Selling Stockholders.” We are an “emerging growth company” as defined under the U.S. federal securities laws, and, assuch, are subject to reduced public company reporting requirements. See “Risk Factors” beginning on page 29 to read about factors you should consider beforeinvesting in shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities