[8-K] Forgent Power Solutions, Inc. Reports Material Event

Rhea-AI Filing Summary

Forgent Power Solutions, Inc. completed its initial public offering of 56,000,000 shares of Class A common stock at $27.00 per share, followed by the underwriters’ full exercise of an 8,400,000-share over-allotment option. Of the initial 56,000,000 shares, 16,586,427 were sold by the Company and 39,413,573 by selling stockholders.

The Company will use net proceeds from its primary shares, and from the additional 2,487,964 over-allotment shares sold by the Company, to redeem interests in an operating subsidiary held by existing equity owners controlled by Neos Partners, LP. In connection with the IPO, Forgent issued 90,167,635 shares of Class B common stock to existing LLC holders, adopted an Amended and Restated Certificate of Incorporation and Bylaws authorizing 2,000,000,000 Class A, 100,000,000 Class B and 20,000,000 preferred shares, approved a 2026 Equity Incentive Plan, and put in place governance and LLC agreements that allow existing owners to redeem up to 73,581,208 Opco LLC interests for Class A shares or cash on a one-for-one basis.

Insights

Equity capital markets analyst

Forgent completes IPO, sets up Up-C structure and liquidity pathways.

Forgent Power Solutions closed an IPO of 56,000,000 Class A shares at $27.00 per share, with underwriters later exercising an additional 8,400,000-share option. The Company sold 16,586,427 initial shares plus 2,487,964 over-allotment shares; the rest came from selling stockholders.

Net proceeds to Forgent will be used to redeem interests in an operating subsidiary held by equity owners controlled by Neos Partners, LP, while the operating subsidiary will bear or reimburse offering expenses. This reflects a typical Up-C style structure, where operating interests can be exchanged into public shares over time.

The Company issued 90,167,635 Class B shares and authorized 2,000,000,000 Class A, 100,000,000 Class B and 20,000,000 preferred shares under its new charter. Existing owners may redeem up to 73,581,208 Opco LLC interests for Class A stock or cash on a one-for-one basis, so future equity issuance will depend on redemption elections and capital allocation choices disclosed in subsequent filings.

8-K Event Classification

7 items: 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01

7 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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): February 10, 2026 (February 4, 2026)

Forgent Power Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43102		39-3386651
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11500 Dayton Parkway

Dayton, MN 55369

(763) 588-0536

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (763) 588-0536

Not applicable

(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.00001 per share		FPS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering (the “Offering” or the “IPO”) by Forgent Power Solutions, Inc. (the “Company”) of its Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated February 4, 2026, filed with the Securities and Exchange Commission on February 6, 2026, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-292632) (as amended, the “Registration Statement”), the Company entered into the following agreements:

• the Underwriting Agreement, dated February 4, 2026, by and among the Company and the other parties thereto (the “Underwriting Agreement”)

• the Tax Receivable Agreement, dated February 4, 2026, by and among the Company and each of the other parties from time to time thereto (the “Tax Receivable Agreement”);

• the Registration Rights Agreement, dated February 4, 2026, by and among the Company and each of the other parties from time to time thereto (the “Registration Rights Agreement”);

• the Second Amended and Restated Opco LLC Agreement, dated February 4, 2026, by and among the Company and the other parties thereto (the “Second A&R Opco LLC Agreement”);

• the Stockholders Agreement, dated as of February 4, 2026, by and among the Company, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP (the “Stockholders Agreement”); and

• the Opco LLC Interest Redemption Agreement, dated January 26, 2026, by and among the Company and the other parties thereto (the “Opco LLC Interest Redemption Agreement”).

Copies of the Underwriting Agreement, the Tax Receivable Agreement, the Registration Rights Agreement, the Second A&R Opco LLC Agreement, the Stockholders Agreement and the Opco LLC Interest Redemption Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as those described in, and previously filed as exhibits to, the Registration Statement. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Item 3.02 Unregistered Shares of Equity Securities

In connection with the consummation of the Offering, (i) the Company issued to the existing holders of Forgent Power Solutions LLC’s LLC interests 90,167,635 shares of Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), and (ii) Forgent Power Solutions LLC sold 16,586,427 of its LLC interests to Forgent Intermediate LLC.

Pursuant to the Second A&R Opco LLC Agreement, Existing Opco LLC Owners (as defined in the Registration Statement) and their respective permitted transferees may, subject to certain exceptions, from time to time at their option require Forgent Power Solutions LLC to redeem all or a portion of their Opco LLC Interests (as defined in the Registration Statement) in exchange for, at our election, newly issued shares of our Class A Common Stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of our Class A Common Stock for each Opco LLC Interest so redeemed; provided that, at our election, we may effect a direct exchange by the Company of such Class A Common Stock or such cash, as applicable, for such Opco LLC Interests. The maximum number of shares of Class A Common Stock that will be issued in accordance with the redemptions provided for by the Second A&R Opco LLC Agreement is 73,581,208.

The information set forth under Item 5.03 below is incorporated herein by reference to this Item 3.02. The issuances in this paragraph were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

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Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors; Committee Composition

Effective February 4, 2026, immediately following the effective time of the Amended and Restated Certificate of Incorporation, Peter Jonna, Frank Cannova, David Savage, Trey Bivins, Serge Gofer, Gregory M.E. Spierkel, Anthony L. (“Tony”) Trunzo and Neel Bhatia were appointed to the Company’s board of directors (the “Board”). The Board’s committees were also constituted as follows: Messrs. Trunzo, Cannova and Spierkel will serve on the Audit Committee; Messrs. Spierkel, Bhatia, Cannova and Savage will serve on the Compensation Committee; and Messrs. Jonna, Cannova and Bhatia will serve on the Nominating and Corporate Governance Committee.

2026 Equity Incentive Plan

Effective February 4, 2026, the Company’s Board of Directors and its then sole stockholder adopted and approved the Company’s 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”) in the form previously filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2026, which is attached hereto as Exhibit 10.7 and incorporated by reference herein. For further information regarding the 2026 Equity Incentive Plan, see “Executive and Director Compensation—2026 Equity Incentive Plan” in the Prospectus.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 4, 2026, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 2,000,000,000 shares of Class A Common Stock, 100,000,000 shares of Class B Common Stock, and 20,000,000 shares of preferred stock. A description of the material terms of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On February 4, 2026, the Company announced the pricing of its initial public offering of 56,000,000 shares of its Class A Common Stock at a price to the public of $27.00 per share. The offering consists of 16,586,427 shares of Class A Common Stock being sold by the Company and 39,413,573 shares of Class A Common Stock being sold by Forgent Parent I LP and Forgent Parent IV LP (the “Selling Stockholders”). In addition, the Company and the Selling Stockholders granted the underwriters a 30-day option to purchase up to an additional 2,487,964 shares and 5,912,036 shares, respectively, of Class A Common Stock.

On February 6, 2026, the Company issued a press release announcing the closing of the Offering of 56,000,000 shares of Class A Common Stock sold by the Company and the Selling Stockholders. On February 6, 2026, Goldman Sachs & Co. LLC, Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters, exercised in full their option to purchase an additional 8,400,000 shares of Class A Common Stock. On February 9, 2026, the Company issued a press release announcing the closing of the overallotment exercise. A copy of the Company’s closing press release and closing press release in connection with the overallotment exercise are each filed herewith as Exhibit 99.1 and 99.2, respectively, and are each incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Forgent Power Solutions, Inc. (incorporated by reference to Exhibit  3.1 to the Company’s Registration Statement on Form S-8 filed on February 4, 2026).
3.2		Amended and Restated Bylaws of Forgent Power Solutions, Inc. (incorporated by reference to Exhibit  3.2 to the Company’s Registration Statement on Form S-8 filed on February 4, 2026).
10.1		Underwriting Agreement, dated February 4, 2026, by and among the Company. and the other parties thereto.
10.2		Tax Receivable Agreement, dated as of February 4, 2026, by and among the Company and each of the other parties from time to time party thereto.
10.3		Registration Rights Agreement, dated as of February 4, 2026, by and among the Company and each of the other parties from time to time thereto.
10.4		Second Amended and Restated Opco LLC Agreement, dated February 4, 2026, by and among the Company and the other parties thereto.
10.5		Stockholders Agreement, dated February 4, 2026, by and among the Company, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP.
10.6		Opco LLC Interest Redemption Agreement, dated January 26, 2026, by and among the Company and the other parties thereto.
10.7		Forgent Power Solutions, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit  99.1 to the Company’s Registration Statement on Form S-8 filed on February 4, 2026).
99.1		Press Release of Forgent Power Solutions, Inc. dated February 6, 2026.
99.2		Press Release of Forgent Power Solutions, Inc. dated February 9, 2026.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

				Forgent Power Solutions, Inc.
Date: February 10, 2026
				By:		/s/ Tyson K. Hottinger
				Name:		Tyson K. Hottinger
				Title:		Chief Legal Officer

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Exhibit 99.1

Forgent Power Solutions Announces Closing of Initial Public Offering

DAYTON, Minnesota – February 6, 2026 – Forgent Power Solutions, Inc. (“Forgent” or the “Company”), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced the closing of the initial public offering of its Class A common stock. The offering consists of 39,413,573 shares of Class A common stock being offered by parent entities of the Company controlled by Neos Partners, LP (the “Selling Stockholders”) and 16,586,427 shares of Class A common stock being offered by Forgent, in each case at an initial public offering price of $27.00 per share, less underwriting discounts and commissions.

Forgent will not receive any proceeds from the sale of shares by the Selling Stockholders and the net proceeds Forgent receives from the sale of its shares will be used to redeem interests in an operating subsidiary held by certain existing equity owners controlled by Neos Partners, LP. The operating subsidiary will bear or reimburse the Company for all of the expenses of the offering.

The shares began trading on February 5, 2026 on the New York Stock Exchange under the ticker symbol “FPS.”

Goldman Sachs & Co. LLC, Jefferies and Morgan Stanley are acting as joint lead book-running managers for the offering. J.P. Morgan, BofA Securities and Barclays are acting as bookrunners for the offering. TD Cowen, MUFG, Wolfe | Nomura Alliance, KeyBanc Capital Markets, Oppenheimer & Co. and Stifel are acting as passive bookrunners for the offering.

The offering of these securities was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at +1 (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at +1 (877) 821-7388, or by email at prospectus_department@jefferies.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on January 28, 2026. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Forgent Power Solutions, Inc.

Forgent 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.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

1

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. These factors include but are not limited to those described under “Risk Factors” in Forgent’s registration statement on Form S-1, as amended, relating to the initial public offering. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. Except as required by law, Forgent assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Investor Contact

Kate Africk

kate.africk@forgentpower.com

Media Contact

media@forgentpower.com

2

Exhibit 99.2

Forgent Power Solutions Announces Full Exercise and Closing of Over-Allotment Option in Connection with its Initial Public Offering

DAYTON, Minnesota – February 9, 2026 – (NYSE: FPS) Forgent Power Solutions, Inc. (“Forgent” or the “Company”), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced that, in connection with its previously announced initial public offering of 39,413,573 shares of Class A common stock offered by parent entities of the Company controlled by Neos Partners, LP (the “Selling Stockholders”) and 16,586,427 shares of Class A common stock being offered by Forgent, the underwriters have exercised their option to purchase in full an additional 5,912,036 shares of Class A common stock being offered by Selling Stockholders and 2,487,964 shares of Class A common stock being offered by Forgent, in each case at an initial public offering price of $27.00 per share, less underwriting discounts and commissions. The issuance and sale of these additional shares closed today.

Forgent will not receive any proceeds from the sale of shares by the Selling Stockholders and the net proceeds Forgent receives from the sale of its shares will be used to redeem interests in an operating subsidiary held by certain existing equity owners controlled by Neos Partners, LP. The operating subsidiary will bear or reimburse the Company for all of the expenses of the offering.

Goldman Sachs & Co. LLC, Jefferies and Morgan Stanley acted as joint lead book-running managers for the offering. J.P. Morgan, BofA Securities and Barclays are acting as bookrunners for the offering. TD Cowen, MUFG, Wolfe | Nomura Alliance, KeyBanc Capital Markets, Oppenheimer & Co. and Stifel are acting as passive bookrunners for the offering.

The offering of these securities was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at +1 (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at +1 (877) 821-7388, or by email at prospectus_department@jefferies.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on January 28, 2026. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Forgent Power Solutions, Inc.

Forgent 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.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

1

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. These factors include but are not limited to those described under “Risk Factors” in Forgent’s registration statement on Form S-1, as amended, relating to the initial public offering. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. Except as required by law, Forgent assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Investor Contact

Kate Africk

kate.africk@forgentpower.com

Media Contact

media@forgentpower.com

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Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 8.4 KB
• EX-99.2 EX-99.2 8.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 311.2 KB
• EX-10.2 EX-10.2 180.0 KB
• EX-10.3 EX-10.3 131.3 KB
• EX-10.4 EX-10.4 347.2 KB
• EX-10.5 EX-10.5 79.7 KB
• EX-10.6 EX-10.6 49.9 KB