Forgent Power Solutions (NYSE: FPS) posts record Q3 growth and lifts 2026 outlook
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Forgent Power Solutions reported a very strong fiscal third quarter 2026 and raised full‑year guidance. Revenue reached $378.7 million, up 103% year-over-year, while net income rose to $24.5 million, a 190% increase. Adjusted EBITDA grew 96% to $84.7 million, with a 22.4% margin.
Bookings hit a record $867 million and backlog reached a record $1.98 billion, up 157% from March 31, 2025, supporting future growth. Management raised full-year 2026 outlook to revenue of $1.35–$1.39 billion, Adjusted EBITDA of $310–$320 million, and Adjusted Net Income of $197–$207 million.
Positive
- Exceptional growth and guidance raise: Q3 2026 revenue grew 103% year-over-year and net income rose 190%, while management raised full-year 2026 guidance for revenue (82% growth at midpoint), Adjusted EBITDA (86%), and Adjusted Net Income (128%), signaling strong demand and execution.
Negative
- None.
Insights
Forgent delivered outsized growth, record demand, and raised 2026 guidance.
Forgent Power Solutions posted Q3 2026 revenue of $378.7M, up 103% year-over-year, with net income of $24.5M, up 190%. Adjusted EBITDA was $84.7M, up 96%, as margins expanded sequentially.
Bookings reached a record $867M and backlog hit $1.98B, up 157% versus March 31, 2025. This indicates strong demand across data center and grid markets and supports management’s confidence in continued growth.
Full-year 2026 guidance was raised to revenue of $1.35–$1.39B, Adjusted EBITDA of $310–$320M, and Adjusted Net Income of $197–$207M, implying growth of 82%, 86%, and 128% at the midpoints. Management also highlights improving cash generation despite continued capacity expansion.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q3 2026 Revenue: $378.7M
Q3 2026 Net Income: $24.5M
Q3 2026 Adjusted EBITDA: $84.7M
+5 more
8 metrics
Q3 2026 Revenue
$378.7M
Three months ended March 31, 2026; up 103% YoY
Q3 2026 Net Income
$24.5M
Three months ended March 31, 2026; up 190% YoY
Q3 2026 Adjusted EBITDA
$84.7M
Three months ended March 31, 2026; up 96% YoY
Q3 2026 Bookings
$867M
Record quarterly bookings; up 308% YoY
Backlog
$1.98B
As of March 31, 2026; up 157% vs March 31, 2025
FY 2026 Revenue Guidance
$1.35–$1.39B
Updated full-year fiscal 2026 outlook; 82% YoY growth at midpoint
FY 2026 Adjusted EBITDA Guidance
$310–$320M
Updated full-year fiscal 2026 outlook; 86% YoY growth at midpoint
Operating Cash Flow
$35.2M
Nine months ended March 31, 2026
Key Terms
Adjusted EBITDA, book-to-bill ratio, backlog, non-GAAP financial measures, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $85 million, an increase of 96% year-over-year"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
book-to-bill ratio financial
"Book-to-bill ratio of 2.3x"
The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.
backlog financial
"Forgent’s backlog reached a record $1.98 billion"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
non-GAAP financial measures financial
"A reconciliation of certain non-GAAP financial measures to their comparable GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Tax Receivable Agreement financial
"Payable pursuant to the Tax Receivable Agreement"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
non-controlling interests financial
"Non-controlling interests | 136,115"
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
Earnings Snapshot
Revenue: $378.7M · Guidance included
Q3 2026
Revenue
$378.7M
+103% YoY
Net Income
$24.5M
+190% YoY
Adjusted EBITDA
$84.7M
+96% YoY
Adjusted Net Income
$55.3M
+132% YoY
Guidance
Full-year fiscal 2026 guidance raised to revenue of $1.35–$1.39B, Adjusted EBITDA of $310–$320M, and Adjusted Net Income of $197–$207M, implying 82%, 86%, and 128% year-over-year growth at the midpoints.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 - Results of Operations and Financial Condition
On May 14, 2026, Forgent Power Solutions, Inc. issued a press release announcing its financial results for its third fiscal quarter ended March 31, 2026.
A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A reconciliation of certain non-GAAP financial measures to their comparable GAAP financial measures is contained in the press release.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||||||
99.1 | Press release dated May 14, 2026 announcing financial results for its third fiscal quarter ended March 31, 2026 | |||||||
101 | Interactive Data File | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | By: | /s/ Tyson Hottinger | |||||||||
Name: | Tyson Hottinger | ||||||||||
Title: | Chief Legal Officer | ||||||||||
Exhibit 99.1
Forgent Reports Third Quarter 2026 Results, Raises Fiscal 2026 Guidance
on Record Orders, Backlog and Sequential Margin Expansion
Fiscal Third Quarter 2026 Highlights
•Revenues of $379 million, an increase of 103% year-over-year
•Bookings of $867 million, an increase of 308% year-over-year; Book-to-bill ratio of 2.3x
•Backlog of $1.98 billion, an increase of 157% year-over-year and 33% quarter-over-quarter, respectively
•Net Income of $24 million, an increase of 190% year-over-year
•Net Income margin of 6.5%, an increase of ~650 bps quarter-over-quarter
•Adjusted EBITDA of $85 million, an increase of 96% year-over-year
•Adjusted EBITDA margin of 22.4%, an increase of ~200 bps quarter-over-quarter
•Adjusted Net Income of $55 million, an increase of 132% year-over-year
•Cash flow from operations of $29 million, an increase of $37 million year-over-year
Updated Full Year Fiscal 2026 Guidance
•Revenues in the range of $1,350 to $1,390 million, representing 82% YoY growth at the midpoint
•Adjusted EBITDA in the range of $310 to $320 million, representing 86% YoY growth at the midpoint
•Adjusted Net Income in the range of $197 to $207 million, representing 128% YoY growth at the midpoint
DAYTON, MN - May 14, 2026 - Forgent Power Solutions, Inc. ("Forgent" or the "Company") (NYSE: FPS), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced financial results for its fiscal third quarter ended March 31, 2026.
Forgent reported fiscal third quarter revenues of $379 million, an increase of $192 million, or 103%, compared to the prior year’s quarter. Bookings in the quarter were the highest in the Company’s history at $867 million, representing an increase of 308% year-over-year and 14% quarter-over-quarter. The Company’s book-to-bill ratio was 2.3x, compared with 1.1x in the prior year’s quarter. As of March 31, 2026, Forgent’s backlog reached a record $1.98 billion, representing an increase of 157% and 33%, versus March 31, 2025 and December 31, 2025, respectively.
“Demand for our products continues to outpace our expectations. Year-over-year growth in both revenues and orders was higher in the third quarter than in the second, despite growing off a larger base. These results reflect the success of our manufacturing expansion, robust demand across our data center and grid end markets, and our differentiated ability to deliver customized solutions at scale with some of the shortest lead times in the industry,” said Gary Niederpruem, Chief Executive Officer of Forgent. Mr. Niederpruem added, “In an environment where speed-to-power and technical agility are defining project success, customers are increasingly choosing Forgent for our ability to deliver highly customized solutions with greater timeline certainty, supported by our vertical integration, agile manufacturing model and deep engineering expertise.”
Net Income for the fiscal third quarter was $24 million, an increase of $16 million or 190%, compared to the prior year’s quarter. Adjusted Net Income for the fiscal third quarter was $55 million, an increase of $31 million or 132%, compared to the prior year’s quarter. Net Income and Adjusted Net Income increased primarily due to higher gross profit, partially offset by higher selling, general and administrative costs. Net Income margin was 6.5% in the third quarter, approximately 650 basis points higher sequentially, as the second quarter included the write-off of $10 million of deferred financing costs related to the refinancing of the Company’s term loan.
Adjusted EBITDA for the fiscal third quarter was $85 million, an increase of $41 million or 96%, compared to the prior year’s quarter. Adjusted EBITDA increased primarily due to higher gross profit, partially offset by higher selling, general and administrative costs. Adjusted EBITDA margin was 22.4% in the quarter, representing an increase of approximately 200 basis points quarter-over-quarter. Adjusted EBITDA margin expanded sequentially as revenue growth outpaced operating cost growth. Gross margin expanded modestly in the quarter, but was impacted by under-absorbed labor costs
related to accelerated headcount growth, under-absorbed fixed overhead relating to new campuses ramping toward their target production rates and one-time startup costs at new campuses.
“We are raising our guidance to reflect the accelerating demand we are seeing across our business, and we are fully booked against our fourth quarter plan. While our margins continue to be impacted by accelerated hiring and one-time costs at our new facilities, the pace of revenue growth is enabling us to absorb investments in headcount and facilities more quickly,” said Ryan Fiedler, Chief Financial Officer of Forgent. Mr. Fiedler added, “Those items had less of an impact this quarter than last quarter, falling from approximately 2.0% of revenues in the second quarter to 1.8% of revenues this quarter. We expect sequential expansion in Adjusted EBITDA margin again in the fourth quarter as higher production volumes continue to drive greater SG&A leverage and absorption of labor and overhead.”
Cash flow from operations improved $37 million year-over-year to $29 million in the third quarter, despite continued working capital investment to support higher planned production volumes in coming quarters. Capital expenditures in the quarter were $28 million and related almost entirely to the Company’s capacity expansion plan, which remains on track to be substantially completed by the end of fiscal 2026. Following completion of the capacity expansion plan, the Company expects it will have the footprint to support up to $5 billion of annual revenues and expects capital expenditures to fall significantly.
“Our third quarter results—across record orders and backlog, accelerating revenue growth, margin expansion, and the transition toward cash generation—reinforces our confidence in the trajectory of the business. We have clear line of sight to closing out a strong fiscal 2026 and entering fiscal 2027 with positive momentum,” concluded Mr. Niederpruem.
Summary of Key Performance Indicators
The table below summarizes our key performance indicators for the quarters ended March 31, 2026 and 2025:
| (in thousands) | |||||||||||||||||
| Three Months Ended | |||||||||||||||||
| March 31, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Revenues | $378,709 | $186,224 | 103% | ||||||||||||||
| Net Income | $24,475 | $8,439 | 190% | ||||||||||||||
Adjusted EBITDA(1) | $84,682 | $43,254 | 96% | ||||||||||||||
Adjusted Net Income(1) | $55,272 | $23,797 | 132% | ||||||||||||||
(1)Represents non-GAAP measures. See “Non-GAAP Measures” below for more information.
Updated Fiscal 2026 Guidance
Forgent is raising its fiscal 2026 guidance from the outlook previously provided on March 16, 2026 to reflect accelerating demand for its products, record orders and backlog, and strong execution. Based on backlog, expected production schedules, current business conditions and other factors, the Company now expects its fourth quarter and full year fiscal 2026 results to be within the following ranges:
| (in millions) | |||||||||||
| Fourth Quarter Fiscal 2026 Guidance | Full Year Fiscal 2026 Guidance | ||||||||||
| Revenues | $392 - $432 | $1,350 - $1,390 | |||||||||
Adjusted EBITDA(2) | $100 - $110 | $310 - $320 | |||||||||
Adjusted Net Income(2) | $67 - $77 | $197 - $207 | |||||||||
(2)Represents forward-looking non-GAAP financial measures. See “Non-GAAP Measures” below for more information.
Conference Call Information
The Company will host a conference call on May 14, 2026 at 11:00 a.m. Eastern Time to discuss its fiscal third quarter 2026 financial results and outlook. A webcast of the live conference call will be available on the Investor Relations section of the Company's website at ir.forgentpower.com. A replay of the conference call will be available for one year following the webcast.
About Forgent Power Solutions
Forgent (NYSE: FPS) is a leading U.S. designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities. The Company specializes in manufacturing custom products that are “engineered-to-order” for technically demanding applications. We believe Forgent is one of a small number of companies that can manufacture all of the electrical distribution equipment required for a data center or large manufacturing facility's powertrain with some of the highest levels of customization and shortest lead times available in the industry. For more information about Forgent, please visit us at forgentpower.com.
Investor Contact
Kate Africk - Investor Relations, VP
kate.africk@forgentpower.com
Media Contact
media@forgentpower.com
Cautionary Note Regarding Forward-Looking Statements
This press release and accompanying audio webcast contain forward-looking statements that are based on our management’s beliefs, expectations and assumptions and currently available information. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and may be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” and similar expressions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent risks, uncertainties and other changes in circumstances we cannot predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements and you should not place undue reliance on such statements.
Important factors that could cause actual results to differ materially from our expectations include if there is less demand for, or greater supply of, electrical distribution equipment in the future, the price of electrical distribution equipment could decline which would adversely impact both our revenue growth and profit margins; if the prices of raw materials, such as electrical steel, carbon steel, aluminum or copper, or labor costs increase in the future and we are unable to pass those increases on to our customers, our profit margins could be significantly impacted; our cost of and access to raw materials and components from international vendors could be adversely impacted by changes in government policies, including the imposition of additional duties, tariffs and other charges on imports and exports or restrictions on purchases of components from certain foreign countries; significant disruptions to our supply chain, including the high cost or unavailability of raw materials and components required to manufacture our products, and significant disruptions to our distribution networks could have a material adverse effect on our business, financial condition and results of operations; our growth depends in part on continued investment in new data centers, which depends in part on continued interest in developing artificial intelligence; demand for our products depends, in large part, on new construction activity which has declined significantly during past recessions; any delay or interruption in the operations of any of our manufacturing campuses could impair our ability to provide products to customers; if we are unable to complete our expansion in the timeframe we anticipate or the expansion does not give us the additional capacity that we expect, we may not be able to achieve our anticipated level of growth; amounts included in our backlog may not result in the revenue or generate profits in the amount we expect or on the timeframe that we anticipate; we operate in competitive environments, and our failure
to compete successfully could cause us to lose market share; any failure of our products could subject us to substantial liability, including product liability claims, which could damage our reputation or the reputation of one or more of our brands; the long sales cycles for certain of our electrical distribution equipment, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from quarter-to-quarter, which could make our future results of operations less predictable; if changing efficiency standards for transformers increases the cost of producing our transformer products and we are unable to pass these higher costs on to our customers, margins on our transformer products could decline; if we fail to motivate and retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth; changes in technology or customer preferences could result in less demand for certain categories of electrical distribution equipment; large companies often require more favorable terms and conditions in our contracts, which could result in downward pricing pressures on our business, less desirable payment terms or greater warranty and contractual obligations; our strategy to increase our sales of Powertrain Solutions could result in a concentration of our sales with fewer customers and a significant reduction in orders from any one of these customers could adversely impact our business; our operations and quality control could be disrupted if we encounter problems with outside vendors, subcontractors and third-party suppliers; unexpected events, such as natural disasters, geopolitical conflicts, pandemics, a volatile global economic environment, inflation, high interest rates, a potential recession and other events beyond our control, may increase our cost of doing business or disrupt our operations; the integration of the business acquisitions poses risks to the operation of our business; environmental, health and safety laws and regulations could result in substantial costs and liabilities; the impact of import or export laws could have a material adverse effect on our business, financial condition and results of operations; our indebtedness may restrict our current and future operations; our organizational structure, including the Tax Receivable Agreement (as defined in our filings with the SEC), confers certain benefits upon the Continuing Equity Owners (as defined in our filings with the SEC) that will not benefit certain holders of our Class A common stock to the same extent it will benefit the Continuing Equity Owners; in certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement; our status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements; Neos Partners, LP will have significant influence over us and its interests may conflict with our interests and the interest of other stockholders; Delaware law and anti-takeover provisions in our governing documents may have the effect of delaying or preventing a change of control or changes in our management and may deprive our investors of the opportunity to receive a premium for their shares; the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers; and the other factors discussed in the Company’s filings with the SEC.
The forward-looking statements included in this document represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements as a result of new information, future events or otherwise.
Non-GAAP Measures
This press release contains certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP). These non-GAAP financial measures are presented as supplemental information to provide additional insight into our operating performance and to enhance the overall understanding of our financial results. We believe these non-GAAP measures are useful to investors because they facilitate comparisons of our core operating results across reporting periods and provide a clearer understanding of the factors and trends affecting our business.
These non-GAAP financial measures should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. There are limitations associated with the use of non-GAAP financial measures, including that they may not be comparable to similarly titled measures used by other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are provided within this press release. The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not
being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.
FORGENT INTERMEDIATE LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands; unaudited)
| March 31, 2026 | June 30, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $93,831 | $111,322 | |||||||||
| Accounts receivable, net | 274,592 | 159,970 | |||||||||
| Inventory, net | 179,496 | 117,577 | |||||||||
| Prepaid and other current assets | 59,528 | 56,278 | |||||||||
| Total Current Assets | 607,447 | 445,147 | |||||||||
| Property and equipment, net | 179,374 | 108,170 | |||||||||
| Operating lease right of use assets | 110,779 | 117,769 | |||||||||
| Goodwill | 516,629 | 516,629 | |||||||||
| Other intangible assets, net | 300,265 | 337,271 | |||||||||
| Deferred tax assets | 131,675 | — | |||||||||
| Other assets | 7,172 | 11,700 | |||||||||
| Total Assets | $1,853,341 | $1,536,686 | |||||||||
| Liabilities and Stockholders’s Equity / Member's Equity | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $104,693 | $61,943 | |||||||||
| Accrued expenses | 116,612 | 79,541 | |||||||||
| Payables pursuant to the acquisitions | 1,081 | 17,226 | |||||||||
| Deferred revenue | 133,514 | 110,895 | |||||||||
| Operating lease liabilities, current portion | 8,346 | 6,879 | |||||||||
| Long-term debt, current portion | 6,000 | 5,173 | |||||||||
| Total Current Liabilities | 370,246 | 281,657 | |||||||||
| Long-term debt, net of discount and deferred financing costs, less current portion | 578,129 | 496,934 | |||||||||
| Payable pursuant to the Tax Receivable Agreement | 207,286 | — | |||||||||
| Deferred tax liability, net | — | 63,318 | |||||||||
| Operating lease liabilities, less current portion | 115,084 | 121,491 | |||||||||
| Total Liabilities | 1,270,745 | 963,400 | |||||||||
| Stockholder's Equity / Member's Equity | |||||||||||
| Member’s equity | — | 374,534 | |||||||||
| Preferred stock, $0.00001 par value; 20,000,000 shares authorized; none issued and outstanding | — | — | |||||||||
| Class A common stock, $0.00001 par value; 2,000,000,000 shares authorized; 244,118,850 issued and outstanding | 2 | — | |||||||||
| Class B common stock, $0.00001 par value; 100,000,000 shares authorized; 60,310,039 issued and outstanding | 1 | — | |||||||||
| Additional paid-in capital | 420,457 | — | |||||||||
| Retained earnings | 26,021 | — | |||||||||
| Total Stockholder's Equity Attributable to Forgent Power Solutions, Inc. / Member's Equity | 446,481 | 374,534 | |||||||||
| Non-controlling interests | 136,115 | 198,752 | |||||||||
| Total Stockholder’s Equity / Member's Equity | 582,596 | 573,286 | |||||||||
| Total Liabilities and Stockholder’s Equity / Member's Equity | $1,853,341 | $1,536,686 | |||||||||
FORGENT INTERMEDIATE LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands; unaudited)
| Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $378,709 | $186,224 | $958,387 | $515,575 | |||||||||||||||||||
| Cost of Revenues | 247,513 | 118,059 | 627,483 | 317,210 | |||||||||||||||||||
| Gross Profit | 131,196 | 68,165 | 330,904 | 198,365 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Selling, general, and administrative expenses | 78,518 | 32,108 | 200,246 | 87,911 | |||||||||||||||||||
| Depreciation and amortization | 13,342 | 13,657 | 40,069 | 46,508 | |||||||||||||||||||
| Total Operating Expenses | 91,860 | 45,765 | 240,315 | 134,419 | |||||||||||||||||||
| Income from Operations | 39,336 | 22,400 | 90,589 | 63,946 | |||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Interest expense | (10,839) | (13,219) | (45,704) | (41,833) | |||||||||||||||||||
| Interest income | 701 | 1,285 | 2,088 | 4,509 | |||||||||||||||||||
| Other expense | (319) | (131) | (95) | (462) | |||||||||||||||||||
| Total Other Expense, net | (10,457) | (12,065) | (43,711) | (37,786) | |||||||||||||||||||
| Income Before Tax Expense | 28,879 | 10,335 | 46,878 | 26,160 | |||||||||||||||||||
| Income Tax Expense | (4,404) | (1,896) | (6,938) | (3,953) | |||||||||||||||||||
| Net Income | 24,475 | 8,439 | 39,940 | 22,207 | |||||||||||||||||||
| Less: net income attributable to non-controlling interests | 6,188 | 1,557 | 11,394 | 4,451 | |||||||||||||||||||
| Net Income Attributable to Forgent Power Solutions, Inc. | $18,287 | $6,882 | $28,546 | $17,756 | |||||||||||||||||||
FORGENT INTERMEDIATE LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
| Nine Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $39,940 | $22,207 | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 50,406 | 49,775 | |||||||||
| Amortization / write off of discounts and deferred financing costs | 11,682 | 1,955 | |||||||||
| Deferred taxes | 3,646 | (2,909) | |||||||||
| Provision (recovery) for credit losses | 1,552 | (446) | |||||||||
| Provision for slowing-moving and excess inventory | 3,898 | 353 | |||||||||
| Equity-based compensation | 5,544 | 1,272 | |||||||||
| Reduction in carrying amount of ROU asset, operating leases | 6,990 | 6,037 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (116,174) | (49,811) | |||||||||
| Inventory | (65,817) | (26,689) | |||||||||
| Prepaid and other assets | (3,987) | (16,044) | |||||||||
| Accounts payable | 42,750 | 24,717 | |||||||||
| Accrued expenses | 37,071 | 8,689 | |||||||||
| Deferred revenue | 22,619 | 34,823 | |||||||||
| Lease liabilities, operating leases | (4,940) | (1,698) | |||||||||
| Net Cash Provided by Operating Activities | 35,180 | 52,231 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Purchases of property and equipment | (84,604) | (43,088) | |||||||||
| Net Cash Used in Investing Activities | (84,604) | (43,088) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions | 491,833 | — | |||||||||
| Purchase of OpCo LLC Interests from Existing Shareholders with proceeds from IPO | (491,833) | — | |||||||||
| Proceeds from issuance of Class A common stock sold in follow-on offering, net of underwriting discounts and commissions | 308,561 | — | |||||||||
| Purchase of OpCo LLC Interests from Existing Shareholders with proceeds from follow-on offering | (308,561) | — | |||||||||
| Proceeds from long-term debt | 594,000 | — | |||||||||
| Payments on long-term debt | (511,110) | (3,879) | |||||||||
| Debt financing costs | (11,757) | — | |||||||||
| Distribution to member | (1,440) | — | |||||||||
| Payment of payable pursuant to the acquisitions | (16,145) | (13,066) | |||||||||
| Deferred offering costs | (21,615) | (3,310) | |||||||||
| Net Cash Provided by (Used in) Financing Activities | 31,933 | (20,255) | |||||||||
| Net Decrease in Cash and Cash Equivalents | (17,491) | (11,112) | |||||||||
| Cash and Cash Equivalents - Beginning of Period | 111,322 | 186,396 | |||||||||
| Cash and Cash Equivalents - End of Period | $93,831 | $175,284 | |||||||||
Adjusted EBITDA
Non-GAAP Financial Measures
(Unaudited)
The table below reconciles Net Income (the most directly comparable GAAP measure) to Adjusted EBITDA (a non-GAAP measure) for the periods presented (in thousands):
| Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income | $24,475 | $8,439 | $39,940 | $22,207 | |||||||||||||||||||
| Interest expense | 10,839 | 13,219 | 45,704 | 41,833 | |||||||||||||||||||
| Interest income | (701) | (1,285) | (2,088) | (4,509) | |||||||||||||||||||
| Income tax expense | 4,404 | 1,896 | 6,938 | 3,953 | |||||||||||||||||||
| Depreciation expense | 6,423 | 1,444 | 13,400 | 3,976 | |||||||||||||||||||
| Amortization of intangibles | 11,732 | 13,432 | 37,006 | 45,799 | |||||||||||||||||||
| Equity-based compensation | 3,357 | 367 | 5,544 | 1,272 | |||||||||||||||||||
Sponsor fees and expenses(1) | 1,680 | 2,885 | 18,818 | 7,310 | |||||||||||||||||||
Public company readiness costs(2) | 16,884 | 1,648 | 20,965 | 2,095 | |||||||||||||||||||
Earnout expenses(3) | — | — | 5,400 | — | |||||||||||||||||||
Non-recurring integration and consulting fees(4) | 5,589 | 1,209 | 18,538 | 2,412 | |||||||||||||||||||
| Adjusted EBITDA | $84,682 | $43,254 | $210,165 | $126,348 | |||||||||||||||||||
| Net Income | $24,475 | $8,439 | $39,940 | $22,207 | |||||||||||||||||||
| Revenues | 378,709 | 186,224 | 958,387 | 515,575 | |||||||||||||||||||
| Net Income Margin | 6.5% | 4.5% | 4.2% | 4.3% | |||||||||||||||||||
| Adjusted EBITDA | $84,682 | $43,254 | $210,165 | $126,348 | |||||||||||||||||||
| Revenues | 378,709 | 186,224 | 958,387 | 515,575 | |||||||||||||||||||
| Adjusted EBITDA Margin | 22.4% | 23.2% | 21.9% | 24.5% | |||||||||||||||||||
(1)Represents fees and expense reimbursements paid to our Sponsor.
(2)Represents non-recurring professional services fees we incurred in connection with readying the Company for our initial public offering and statutory SEC reporting, as well as IPO-related bonuses and certain non-recurring recruiting costs.
(3)Represents non-recurring earnout amounts accrued to certain sellers in connection with business acquisitions.
(4)Represents non-recurring professional services fees we incurred in connection with certain post-acquisition activities, including valuation, technical accounting and integration consulting services.
Adjusted Net Income
Non-GAAP Financial Measures
(Unaudited)
The table below reconciles Net Income (the most directly comparable GAAP measure) to Adjusted Net Income (a non-GAAP measure) for the periods presented (in thousands):
| Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income | $24,475 | $8,439 | $39,940 | $22,207 | |||||||||||||||||||
| Amortization of intangibles | 11,732 | 13,432 | 37,006 | 45,799 | |||||||||||||||||||
| Amortization / write off of discounts and deferred financing costs | 672 | 624 | 11,682 | 1,955 | |||||||||||||||||||
| Equity-based compensation | 3,357 | 367 | 5,544 | 1,272 | |||||||||||||||||||
Sponsor fees and expenses(1) | 1,680 | 2,885 | 18,818 | 7,310 | |||||||||||||||||||
Public company readiness costs(2) | 16,884 | 1,648 | 20,965 | 2,095 | |||||||||||||||||||
Earnout expenses(3) | — | — | 5,400 | — | |||||||||||||||||||
Non-recurring integration and consulting fees(4) | 5,589 | 1,209 | 18,538 | 2,412 | |||||||||||||||||||
Tax impact of adjustments(5) | (9,117) | (4,807) | (27,534) | (14,464) | |||||||||||||||||||
| Adjusted Net Income | $55,272 | $23,797 | $130,359 | $68,586 | |||||||||||||||||||
(1)Represents fees and expense reimbursements paid to our Sponsor.
(2)Represents non-recurring professional services fees we incurred in connection with readying the Company for our initial public offering and statutory SEC reporting, as well as IPO-related bonuses and certain non-recurring recruiting costs.
(3)Represents non-recurring earnout amounts accrued to certain sellers in connection with business acquisitions.
(4)Represents non-recurring professional services fees we incurred in connection with certain post-acquisition activities, including valuation, technical accounting and integration consulting services.
(5)Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.
FAQ
How did Forgent Power Solutions (FPS) perform in Q3 2026?
Forgent delivered very strong Q3 2026 results, with revenue of $378.7 million, up 103% year-over-year. Net income increased to $24.5 million, a 190% rise, while Adjusted EBITDA reached $84.7 million, up 96% from the prior-year quarter.
What were Forgent Power Solutions’ key demand indicators in Q3 2026?
Demand indicators were robust, with Q3 2026 bookings at a record $867 million, up 308% year-over-year. Backlog reached a record $1.98 billion, increasing 157% versus March 31, 2025, and 33% versus December 31, 2025, supporting future revenue visibility.
How did Forgent Power Solutions’ profitability and margins trend in Q3 2026?
Profitability improved significantly. Net income margin was 6.5%, about 650 basis points higher sequentially. Adjusted EBITDA was $84.7 million with a 22.4% margin, roughly 200 basis points higher quarter-over-quarter, as revenue growth outpaced operating cost growth.
What full-year 2026 guidance did Forgent Power Solutions provide?
Forgent raised its full-year 2026 outlook to revenue of $1.35–$1.39 billion, implying 82% growth at the midpoint. It now expects Adjusted EBITDA of $310–$320 million and Adjusted Net Income of $197–$207 million, representing 86% and 128% growth at the midpoints.
What is Forgent Power Solutions’ cash flow and capex situation in 2026?
For the nine months ended March 31, 2026, operating cash flow was $35.2 million. Q3 capital expenditures were $28 million, largely for capacity expansion expected to support up to $5 billion in annual revenue once substantially completed by the end of fiscal 2026.
How leveraged is Forgent Power Solutions based on the latest balance sheet?
As of March 31, 2026, Forgent reported total assets of $1.85 billion and total liabilities of $1.27 billion. Long-term debt, including current portion and net of discounts and deferred financing costs, totaled roughly $584.1 million, with equity and non-controlling interests of about $582.6 million.