Forgent Power (FPS) CEO reports 945,915 incentive-based units holding

Rhea-AI Filing Summary

Forgent Power Solutions, Inc. Chief Executive Officer and director Gary John Niederpruem filed an initial ownership report showing holdings of incentive units linked to the company’s equity. These incentive units correspond to the equivalent of 945,915 shares of Class A common stock based on the initial public offering price.

The incentive units are issued through Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP and are intended to be profits interests for tax purposes. After the company’s initial public offering, unvested units vest in eight equal three-month installments if he continues to be employed or engaged. Distributions on these units may be paid in shares of Class A common stock or, at the election of the Forgent Parent entities, in cash, and Niederpruem disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Niederpruem Gary John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Incentive units	--	--	--

Holdings After Transaction: Incentive units — 945,915 shares (Direct)

Footnotes (1)

1. The incentive units represent a right to receive distributions from Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP (the "Forgent Parent Entities") and are intended to constitute profits interests for federal income tax purposes. Following the consummation of the Issuer's initial public offering, unvested incentive units will vest in eight equal three-month installments if the Reporting Person is, and has continuously been, employed or engaged by the Issuer through the applicable vesting date. Distributions on incentive units are determined by, and subject to the conditions of, the terms of the applicable limited partnership agreement, and may be paid in (i) an equivalent number of shares of the Issuer's Class A common stock based on its then-current value or, (ii) at the election of the Forgent Parent Entities, cash. Represents the equivalent number of shares of Class A common stock of the Issuer represented by the Reporting Person's incentive units in the Forgent Parent Entities, based upon the initial public offering price of the Class A common stock, which amount is subject to adjustment in accordance with the terms of the applicable limited partnership agreement, as it may be amended from time to time. Not applicable. The Reporting Person may be deemed to beneficially own shares of Class A common stock underlying the incentive units to the extent of his direct or indirect pecuniary interest in the profits, capital accounts or distributions on such incentive interests. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Niederpruem Gary John

(Last) (First) (Middle)

C/O FORGENT POWER SOLUTIONS, INC.

11500 DAYTON PARKWAY

(Street)

DAYTON MN 55369

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
Forgent Power Solutions, Inc. [ FPS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive units	(1)	(3)	Class A common stock	945,915(2)	(3)	D(4)(5)

Explanation of Responses:

1. The incentive units represent a right to receive distributions from Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP (the "Forgent Parent Entities") and are intended to constitute profits interests for federal income tax purposes. Following the consummation of the Issuer's initial public offering, unvested incentive units will vest in eight equal three-month installments if the Reporting Person is, and has continuously been, employed or engaged by the Issuer through the applicable vesting date. Distributions on incentive units are determined by, and subject to the conditions of, the terms of the applicable limited partnership agreement, and may be paid in (i) an equivalent number of shares of the Issuer's Class A common stock based on its then-current value or, (ii) at the election of the Forgent Parent Entities, cash.

2. Represents the equivalent number of shares of Class A common stock of the Issuer represented by the Reporting Person's incentive units in the Forgent Parent Entities, based upon the initial public offering price of the Class A common stock, which amount is subject to adjustment in accordance with the terms of the applicable limited partnership agreement, as it may be amended from time to time.

3. Not applicable.

4. The Reporting Person may be deemed to beneficially own shares of Class A common stock underlying the incentive units to the extent of his direct or indirect pecuniary interest in the profits, capital accounts or distributions on such incentive interests. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney (filed herewith).

	By: /s/ Tyson Hottinger, as attorney-in-fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Form 3 for Forgent Power Solutions (FPS) report for Gary John Niederpruem?

The Form 3 reports that CEO and director Gary John Niederpruem holds incentive units tied to Forgent Power Solutions’ equity. These units are equivalent to 945,915 shares of Class A common stock, based on the initial public offering price, and are reported as directly owned.

How many shares are represented by Gary Niederpruem’s incentive units in Forgent Power Solutions (FPS)?

The filing states that Gary Niederpruem’s incentive units represent the equivalent of 945,915 shares of Forgent’s Class A common stock. This equivalence is calculated using the initial public offering price and can be adjusted under the applicable limited partnership agreements over time.

How do the incentive units for Forgent Power Solutions (FPS) CEO vest after the IPO?

After the initial public offering, unvested incentive units vest in eight equal three-month installments. Vesting requires that Gary Niederpruem is, and has continuously been, employed or engaged by Forgent Power Solutions through each applicable vesting date, according to the filing’s footnotes.

Can the Forgent Power Solutions (FPS) incentive units be settled in cash or stock?

Yes. Distributions on the incentive units may be paid either in an equivalent number of Class A common shares or, at the election of the Forgent Parent entities, in cash. The form explains that these distributions follow the terms of the applicable limited partnership agreements.

What entities issue the incentive units reported by Forgent Power Solutions (FPS) CEO?

The incentive units represent rights to receive distributions from Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP. These “Forgent Parent Entities” are the limited partnerships through which the incentive interests are structured as profits interests for federal income tax purposes.

How does Gary Niederpruem describe his beneficial ownership in Forgent Power Solutions (FPS) incentive units?

The filing states that Gary Niederpruem may be deemed to beneficially own Class A shares underlying the incentive units only to the extent of his pecuniary interest. He expressly disclaims beneficial ownership of any equity securities beyond that pecuniary interest under the cited Exchange Act rule.