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Forgent Power Solutions (FPS) CFO reports incentive units equal to 536,097 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Forgent Power Solutions, Inc. Chief Financial Officer Ryan Fiedler reported his initial beneficial ownership of incentive units linked to the company’s Class A common stock. These incentive units currently correspond to the equivalent of 536,097 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 function as profits interests for tax purposes. After the company’s initial public offering, unvested units vest in eight equal three‑month installments if he remains employed. Distributions on these units may be made in either an equivalent number of Class A shares or, at the election of the Forgent Parent entities, in cash. Fiedler may be deemed to beneficially own only to the extent of his pecuniary interest and expressly disclaims ownership beyond that.

Positive

  • None.

Negative

  • None.
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*
Fiedler Ryan

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial 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 536,097(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 FPS Form 3 filing report for CFO Ryan Fiedler?

The Form 3 reports Ryan Fiedler’s initial beneficial ownership in incentive units tied to Forgent Power Solutions’ Class A common stock, representing an equivalent 536,097 shares, subject to vesting, distribution conditions, and limits tied to his actual pecuniary interest.

How many Forgent Power Solutions Class A share equivalents are reported?

The filing states that Ryan Fiedler’s incentive units currently represent the equivalent of 536,097 shares of Forgent Power Solutions’ Class A common stock, calculated using the initial public offering price and subject to future adjustment under the relevant limited partnership agreements.

How do the incentive units for FPS’s CFO vest over time?

After Forgent Power Solutions’ initial public offering, the unvested incentive units vest in eight equal three‑month installments, provided Ryan Fiedler has been continuously employed or engaged by the company through each applicable vesting date under the plan’s terms.

How can distributions on the FPS incentive units be paid?

Distributions on the incentive units are determined under the Forgent Parent entities’ limited partnership agreements and may be paid either in an equivalent number of Forgent Class A common shares, based on then‑current value, or in cash at the election of the Forgent Parent entities.

Does the FPS CFO fully own all underlying Class A shares?

The filing explains that Ryan Fiedler may be deemed to beneficially own Class A shares underlying the incentive units only to the extent of his pecuniary interest and expressly disclaims beneficial ownership of any equity securities beyond that economic interest.

What are the Forgent Parent entities mentioned in the Form 3?

The incentive units represent rights to receive distributions from Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP, collectively described as the Forgent Parent entities, which hold and administer these profits‑interest awards tied to Forgent Power Solutions’ equity value.
Forgent Power Solutions, Inc.

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