Forgent Power Solutions, Inc. 8-K

What Happened

• Forgent Power Solutions, Inc. filed an 8‑K (Feb 10, 2026) reporting that its initial public offering was priced on February 4, 2026 at $27.00 per share and closed in early February. The offering totaled 56,000,000 Class A shares (16,586,427 sold by the company; 39,413,573 sold by selling stockholders). Underwriters exercised overallotment options, purchasing an additional 8,400,000 shares (exercise announced Feb 6 and closing noted Feb 9, 2026).
• The company entered into several material agreements in connection with the IPO, including an Underwriting Agreement, a Tax Receivable Agreement, a Registration Rights Agreement, a Second Amended & Restated Opco LLC Agreement, a Stockholders Agreement, and an Opco LLC Interest Redemption Agreement (all dated Feb 4, 2026 unless noted).
• As part of the corporate reorganization closing with the IPO, the company issued 90,167,635 shares of Class B common stock to holders of Forgent Power Solutions LLC interests, and Forgent Power Solutions LLC sold 16,586,427 LLC interests to Forgent Intermediate LLC. The Second A&R Opco LLC Agreement allows existing Opco LLC owners to require redemptions of their LLC interests for newly issued Class A shares (one-for-one) or cash; the maximum number of Class A shares that may be issued under this redemption feature is 73,581,208.
• Effective February 4, 2026, the company’s Amended and Restated Certificate of Incorporation and Bylaws became effective, authorizing 2,000,000,000 Class A shares, 100,000,000 Class B shares and 20,000,000 preferred shares. The Board of Directors was appointed (Peter Jonna, Frank Cannova, David Savage, Trey Bivins, Serge Gofer, Gregory M.E. Spierkel, Anthony L. Trunzo and Neel Bhatia) and committee memberships were established. The Board and sole stockholder also adopted the 2026 Equity Incentive Plan.

Key Details

• IPO: 56,000,000 Class A shares priced at $27.00 per share; company sold 16,586,427 shares, selling stockholders sold 39,413,573 shares.
• Overallotment: underwriters exercised options for an additional 8,400,000 shares (exercises announced Feb 6; closing announced Feb 9, 2026).
• Post‑IPO reorganizations: 90,167,635 Class B shares issued to prior LLC holders; 16,586,427 Opco LLC interests sold to Forgent Intermediate LLC; redemption feature could convert up to 73,581,208 Opco LLC interests into Class A shares (one-for-one) or cash.
• Governance and equity plan: Board named (8 directors) with committee assignments; 2026 Equity Incentive Plan adopted; Charter and Bylaws effective Feb 4, 2026 authorizing stated share counts.

Why It Matters

• The IPO establishes the company’s public market valuation and increases available capital and liquidity for shareholders; the overallotment exercise increased the public float.
• The issuance of a large number of Class B shares and the Opco LLC redemption feature mean there is a clear pathway for future share issuance or cash payouts tied to redemptions — up to 73.6 million Class A shares could be issued if all redemption rights are exercised, which is important for potential dilution calculations.
• The suite of agreements entered at the IPO (including a Tax Receivable Agreement and Registration Rights Agreement) and the new governance structure (Board and equity plan) frame the company’s future financial obligations, tax-treatment arrangements, shareholder rights and executive compensation framework — all material items investors should consider when assessing ownership, dilution and future cash flows.