Forgent Power Solutions美股招股说明书(2026-07-02版)

Forgent Power Solutions, Inc. Class A Common Stock This prospectus relates to the sale of (i) 29,094,075 shares of Class A common stock (as defined below) 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)14,555,925 shares of Class A common stock by us. We intend to use the net proceeds we receive from this offering to indirectly purchase 14,555,925common units (“Opco LLC Interests”) of Forgent Power Solutions LLC (“Opco”) (or 16,739,335 Opco LLC Interests if the underwriters exercise in fulltheir option to purchase additional shares of Class A common stock) from Opco, and Opco intends to use the net proceeds it receives from the sale of OpcoLLC Interests to us to redeem Opco LLC Interests from Forgent Parent II LP and Forgent Parent III LP (the “Existing Opco LLC Owners”). We will notreceive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders in this offering. See “Use of Proceeds.” Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FPS.” On July 1, 2026, the last reportedsale price of our Class A common stock on the NYSE was $49.90 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 commonstock, par value $0.00001 per share (“Class B common stock”). Each share of our Class A common stock entitles its holder to one vote per share and eachshare of our Class B common stock entitles its holder to one vote per share on all matters presented to our stockholders generally; however, shares of ourClass B common stock do not have any right to receive distributions or dividends from Forgent Power Solutions. In connection with our initial public offering, we completed the Up-C Transactions (as defined below) and, as a result, we are a holding companyin an organizational structure commonly referred to as an umbrella partnership-C-corporation or “Up-C” structure, and our principal asset as of March 31,2026 consisted of an indirect ownership of 80.19% of the then outstanding Opco LLC Interests. In connection with the Up-C Transactions, we entered intothe Tax Receivable Agreement (as defined below) pursuant to which we are required to pay to the TRA Participants (as defined below), among otherthings, 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 OpcoLLC Interests. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in ourbusiness and will generally reduce the amount of overall cash flow that might have otherwise been available to us. We expect that the amount of suchpayments will be substantial. Absent a termination event pursuant to the terms of the Tax Receivable Agreement and assuming no material changes in therelevant tax laws, we expect our obligation to make cash payments under the Tax Receivable Agreement will continue for more than fifteen years after allof the Existing Opco LLC Owners exchange or redeem all of their Opco LLC Interests. The actual amounts we will be required to pay under the TaxReceivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges orredemptions will vary based on a number of factors. 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 and affairs of Opco and its direct and indirectsubsidiaries and conduct our business through Opco. As of the date hereof, Continuing Equity Owners (as defined below) own (i) 112,449,169 shares of our Class A common stock and (ii) 44,457,720shares of our Class B common stock (constituting all of the outstanding shares of Class B common stock) along with an equal number of Opco LLCInterests. As a result, the Continuing Equity Owners directly or indirectly own 51.54% of the economic interests in Opco and 51.54% of the total votingpower in the Company as of the date hereof. Each of the Continuing Equity Owners is controlled by Neos Partners, LP (“Neos”). Accordingly, we are a “controlled company” as defined underthe corporate governance rules of the NYSE; however, upon completion of this offering and assuming the sale of all shares of Class A common stockoffered hereby, we will cease to be a “controlled company” as defined under the NYSE listing rules, and we will, subject to certain transition periodspermitted by the NYSE listing rules, no longer be able to rely on exemptions from corporate governance requirements that are available to controlledcompanies. See “Management—Loss of Controlled Company Status,” “Principal and Selling Stockholders” and “Certain Relat