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As filed with the Securities and Exchange Commission on ~~January~~March 924, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE

~~SECURITIES AND EXCHANGE~~ COMMISSION

Washington, D.C. 20549

FORM

~~FORM~~ S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Forgent Power Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	3620	39-3386651
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. EmployerIdentification No.)

11500 Dayton Parkway

Dayton,

~~Dayton,~~ MN ~~55369~~

55369

(763) 588-0536

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gary J. Niederpruem

Chief Executive Officer

Forgent Power Solutions, Inc.

11500 Dayton Parkway

Dayton,

~~Dayton,~~ MN ~~55369~~

55369

(763) 588-0536

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Alexander D. ~~Lynch~~LynchBarbra ~~Barbra~~ J. ~~Broudy~~BroudyMerritt ~~Merritt~~ S. ~~Johnson Weil~~JohnsonWeil, Gotshal & Manges ~~LLP~~LLP767 ~~767~~ Fifth ~~Avenue~~AvenueNew ~~New~~ York, New York 10153 (212) 310-8000 Senet S. ~~Bischoff~~BischoffLatham ~~Latham~~ & Watkins ~~LLP~~LLP1271 ~~1271~~ Avenue of the ~~Americas~~AmericasNew ~~New~~ York, New York 10020 (212) 906-1200

Approximate date of commencement of proposed sale to the public: ~~As soon as practicable after this registration statement becomes effective.~~

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a~~ non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~12b-~~accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒~~2

of the Exchange Act.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☐ ~~not~~Emerging togrowth ~~use~~company ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐~~ ☒

~~The~~If ~~registrant~~an ~~hereby~~emerging ~~amends~~growth ~~this~~company, ~~Registration~~indicate ~~Statement~~by oncheck ~~such~~mark ~~date~~if orthe ~~dates~~registrant ashas ~~may~~elected benot ~~necessary~~ to ~~delay~~use ~~its effective date until~~ the ~~registrant~~ ~~shall~~extended ~~file~~transition aperiod ~~further~~for ~~amendment~~complying ~~which~~with ~~specifically~~any ~~states~~new ~~that~~or ~~this~~revised ~~Registration~~financial ~~Statement~~accounting ~~shall~~standards ~~thereafter~~provided ~~become~~pursuant ~~effective~~to ~~in accordance with~~ Section 87(a)(2)(B) of the Securities Act ~~of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine~~. ☐

~~Table~~The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of ~~Contents~~the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~The~~Subject information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to ~~sell~~Completion, ~~these~~Dated ~~securities~~March 24, ~~and~~2026 ~~it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.~~

~~Subject~~The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to ~~Completion,~~sell ~~Dated~~ these securities, ~~2026~~and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

30,000,000 Shares

Forgent Power Solutions, Inc.

Class A Common Stock

This isprospectus anrelates ~~initial~~to ~~public~~the ~~offering~~sale of (i) 20,688,335 shares of Class A common stock (as defined below) of Forgent Power Solutions, Inc. (the “~~Forgent~~Company,” ~~Power Solutions~~“we,”). We“us,” ~~are~~“our,” ~~offering shares~~“Forgent ofPower ~~Class A common stock (as defined herein~~Solutions”). by Forgent Parent I LP and Forgent Parent IV LP (together, the “selling stockholders”) ~~are~~and ~~offering~~ (ii) 9,311,665 shares of Class A common stock by us. We intend to use the net proceeds we receive from this offering to indirectly purchase 9,311,665 common units (“Opco LLC Interests”) of Forgent Power Solutions LLC (“Opco”) (or 10,708,415 Opco LLC Interests if the underwriters exercise in full their 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 Opco LLC 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 not receive 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.”

~~Prior~~Our ~~to this offering, there has been no public market for our~~ Class A common stock. It is ~~currently~~listed ~~estimated~~on ~~that~~ the ~~initial~~New ~~public~~York ~~offering~~Stock ~~price~~Exchange ~~per~~(the ~~share~~“NYSE”) ~~will~~under bethe ~~between~~symbol ~~$ and $~~ “FPS.” WeOn ~~intend~~March 20, to2026, ~~list~~the last reported sale price of our Class A common stock on the ~~New York Stock Exchange (the “~~NYSE”) ~~under~~was ~~the~~$33.45 ~~symbol~~per ~~“FPS~~share.”

We ~~will~~ have two classes of common stock ~~outstanding after this offering~~: Class A common stock, par value $0.00001 per share (“Class A common stock”) and Class B common stock, 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 each share 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 our Class B common stock do not have any right to receive distributions or dividends from Forgent Power Solutions.

~~Upon~~In ~~the~~connection ~~consummation~~with ofour initial public offering, we completed the Up-C Transactions (as defined below) and, ~~including~~as ~~this offering~~result, we ~~will~~are be a holding company in an organizational structure, commonly referred to as an umbrella partnership-C-corporation or “Up-C” structure, and our principal asset ~~will~~consists ~~consist~~ of an indirect ownership of % ~~of the Opco LLC Interests of Opco (or approximately~~ 76.65% of the Opco LLC Interests ~~if the underwriters exercise in full their option to purchase additional shares of Class A common stock)~~. ~~The~~In ~~Continuing Equity~~connection ~~Owners~~with ~~(as defined below) and Forgent Power Solutions each expect to benefit from~~ the Up-C ~~structure as a result of certain tax benefits arising from redemptions or exchanges of the Opco LLC Interests for Class A common stock or cash~~Transactions, ~~and~~we ~~certain~~entered ~~other~~into ~~tax benefits covered by~~ the Tax Receivable Agreement. ~~Under~~(as ~~the~~defined ~~terms~~below) ofpursuant ~~the~~to ~~Tax~~which ~~Receivable Agreement,~~ we are required to pay to the TRA Participants (as defined below), among other things, 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 Opco LLC Interests. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. We expect that the amount of such payments will be substantial. Absent a termination event pursuant to the terms of the Tax Receivable Agreement and assuming no material changes in the relevant tax laws, we expect our obligation to make cash payments under the Tax Receivable Agreement will continue for more than fifteen years after all of 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 Tax Receivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges or redemptions will vary based on a number of factors. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We will operate and control all of the business and affairs of Opco and its direct and indirect subsidiaries and conduct our business through Opco.

~~Following~~As ~~the consummation~~ of ~~this~~date ~~offering~~hereof, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP (collectively, the “Continuing Equity Owners”) ~~will~~ own (i) ~~all~~168,935,645 ~~of the~~ shares of our Class A common stock ~~not~~and ~~sold~~(ii) 71,093,244 inshares ~~this~~of ~~offering~~shares ~~and~~of our Class B common stock (~~ii)~~ constituting all of the outstanding shares of ~~our~~ Class B common stock) along with an equal number of Opco LLC Interests. As a result, ~~(A)~~ the purchasers in this offering will indirectly own % of the economic interests in Opco and % of the total voting power in the Company (or approximately % and %, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and (B) the Continuing Equity Owners ~~will~~ directly or indirectly own 78.85% of the economic interests in Opco and 78.85% of the total voting power in the Company ~~(or approximately % and %, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock)~~.

Each of the Continuing Equity Owners is controlled by Neos Partners, LP (“Neos”). Accordingly, we ~~will~~are be a “controlled company” as defined under the corporate governance rules of the NYSE and intend to avail ourselves of the corresponding “controlled company” exemptions. See “Management—Controlled Company ~~Exemption~~ Status” and “Principal and Selling Stockholders.”

We are an “emerging growth company” as defined under the U.S. federal securities laws, and, as such, ~~may~~are ~~elect~~subject to ~~comply with certain~~ reduced public company reporting requirements ~~for this and future filings~~.

See “Risk Factors” beginning on page 3532 to read about factors you should consider before investing in shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

⁽¹⁾

See “Underwriting” for a description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than 30,000,000 shares of Class A common stock, the underwriters have an option to purchase up to an additional 1,396,750 shares of Class A common stock from us and 3,103,250 shares of Class A common stock from the selling stockholders, in each case, at the ~~initial~~ public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2026.

Joint Lead Book-Running Managers


Goldman Sachs & Co. LLC		Jefferies		Morgan Stanley

Bookrunners

J.P. Morgan BofA Securities Barclays ~~TD Cowen MUFG Wolfe | Nomura Alliance KeyBanc Capital Markets Oppenheimer & Co.~~

Prospectus dated , 2026

LOGO

~~Table~~TABLE ofOF ~~Contents~~CONTENTS


	Page
About This Prospectus		ii
Prospectus Summary		1
Risk Factors		32
Special Note Regarding Forward-Looking Statements		75
Use of Proceeds		78
Organizational Structure		79
Dividend Policy		84
Capitalization		85
Unaudited Pro Forma Consolidated Financial Statements		87
Unaudited Supplemental Pro Forma Combined Financial Information		100
Management’s Discussion and Analysis of Financial Condition and Results of Operations		102
Industry Overview		119
Business		123
Management		142
Executive and Director Compensation		148
Principal and Selling Stockholders		158
Certain Relationships and Related Party Transactions		161
Description of Certain Indebtedness		172
Description of Capital Stock		175
Shares Available for Future Sale		183
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Class A Common Stock		185
Underwriting		189
Legal Matters		202
Experts		202
Where You Can Find Additional Information		202
Index to Financial Statements		F-1

~~Table~~i ~~of Contents~~

~~TABLE~~ABOUT OFTHIS ~~CONTENTS~~PROSPECTUS

	Page
About This Prospectus		ii
Prospectus Summary		1
Risk Factors		35
Special Note Regarding Forward-Looking Statements		77
Use of Proceeds		80
Organizational Structure		81
Dividend Policy		86
Capitalization		87
Dilution		89
Unaudited Pro Forma Consolidated Financial Statements		91
Unaudited Supplemental Pro Forma Combined Financial Information		101
Management’s Discussion and Analysis of Financial Condition and Results of Operations		103
Industry Overview		120
Business		124
Management		143
Executive and Director Compensation		148
Principal and Selling Stockholders		157
Certain Relationships and Related Party Transactions		159
Description of Certain Indebtedness		170
Description of Capital Stock		173
Shares Available for Future Sale		181
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Class A Common Stock		183
Underwriting		187
Legal Matters		197
Experts		197
Where You Can Find Additional Information		197
Index to Financial Statements		F-1

We, the selling stockholders and the underwriters have not authorized anyone to provide you with information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred to you. We, the selling stockholders and the underwriters take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. The information contained on, or that can be accessed through, our website is not a part of this prospectus.

iFor investors outside the United States: we, the selling stockholders and the underwriters, have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.

~~Table~~Basis of ~~Contents~~Presentation and Organizational Structure

~~ABOUT~~This ~~THIS~~prospectus ~~PROSPECTUS~~includes historical combined/consolidated financial information and data for Forgent Intermediate LLC and distinguishes between (i) a “Predecessor” period from July 1, 2023 through October 31, 2023, which reflects the combined financial statements of MGM Transformer LLC (f/k/a MGM Transformer Co.) and its direct and indirect subsidiaries, for the period prior to the transaction whereby affiliates of Neos acquired all of the equity interests in MGM and certain other subsidiaries or their predecessor entities on October 31, 2023 (“MGM Transaction”) and (ii) its “Successor” period from September 8, 2023 (“Inception”) through June 30, 2024. For the period from Inception to October 31, 2023, Forgent Intermediate LLC’s operations were related solely to organizational activities and the MGM Transaction, for which it incurred transaction costs that were funded through equity contributions. Accordingly, the Successor consolidated financial information for the period from Inception through June 30, 2024 may not be comparable to the Predecessor combined financial information for the period prior to the MGM Transaction.

WeOn March 25, ~~the~~2025, ~~selling~~Forgent ~~stockholders~~Intermediate LLC formed Opco. On May 7, 2025, Forgent Intermediate LLC formed a new subsidiary, Forgent Intermediate II LLC and contributed all the ~~underwriters,~~equity ~~have~~interests ~~not~~of ~~authorized~~its ~~anyone~~subsidiaries to ~~provide~~Forgent ~~you~~Intermediate ~~with~~II ~~information~~LLC. orOn May 8, 2025 (the “Combination Date”), Forgent Intermediate II LLC, Forgent Parent II LP and Forgent Parent III LP each contributed all the equity interests of their respective subsidiaries to ~~make~~Opco ~~any~~in ~~representations other~~exchange ~~than~~for ~~those~~Class ~~contained~~A common units of Opco (the “Combination”) such that Opco obtained a controlling interest in PwrQ and States. As described in Note 2 of the audited combined/consolidated financial statements of Forgent Intermediate LLC, included elsewhere in this prospectus, orthe Combination was accounted for as a transaction between entities under common control. In the Successor financial statements, prior to the Combination, the non-controlling interest represents the interests in ~~any~~Forgent ~~free~~Parent ~~writing~~II ~~prospectuses~~LP ~~prepared~~and Forgent Parent III LP not held by oran onaffiliate ~~behalf~~of Neos. Such amounts were initially recognized at the fair values of usthe ornon-controlling tointerests ~~which~~on wethe ~~have~~dates ~~referred~~that toan ~~you~~affiliate of Neos obtained control of States and PwrQ. WeUpon the exchange of equity in Opco on the Combination Date, Forgent Intermediate LLC recognized non-controlling economic interests in Opco for the ~~selling~~interests ~~stockholders~~in Opco that are held by Forgent Parent II LP and Forgent Parent III LP (i.e., the ~~underwriters~~Existing Opco LLC Owners), ~~take~~both nowhich ~~responsibility~~are ~~for~~controlled by Neos. On the Combination Date, the non-controlling interests held by Forgent Parent II LP and ~~provide~~Forgent ~~no assurance~~Parent asIII LP were adjusted to reflect their collective ownership in the ~~reliability~~net assets of Opco, ~~any~~which ~~other~~was ~~information~~approximately ~~that~~31% ~~others~~of ~~may~~the ~~give~~equity ~~you~~of Opco. This ~~prospectus~~transaction iswas anaccounted ~~offer~~for toas ~~sell~~an ~~only~~equity transaction, because the ~~shares~~affiliate ~~offered~~of ~~hereby,~~Neos ~~and~~retained ~~only~~control ~~under~~of ~~circumstances~~the Company, States and inPwrQ ~~jurisdictions~~before ~~where~~and itafter isthe ~~lawful~~Combination. toFrom dothe ~~so.~~Combination ~~You~~Date ~~should~~through ~~assume that~~December 31, 2025, the ~~information~~non-controlling ~~appearing~~interests inheld ~~this~~by ~~prospectus~~Forgent isParent ~~accurate~~II asLP ofand ~~the~~Forgent ~~date~~Parent onIII ~~the~~LP ~~front~~are ~~cover~~allocated 31% of ~~this~~the ~~prospectus~~net ~~only~~income (loss) of Opco. ~~Our~~The ~~business,~~non-controlling ~~financial~~interests ~~condition,~~in ~~results~~Opco ofheld ~~operations~~by Forgent Parent II LP and ~~prospects~~Forgent ~~may~~Parent ~~have~~III ~~changed~~LP ~~since~~will ~~that~~be ~~date~~reduced proportionately as the Opco LLC Interests held by Forgent Parent II LP and Forgent Parent III LP are exchanged for shares of Class A common stock or redeemed for cash.

~~For~~ii investors outside the United States: we, the selling stockholders and the underwriters, have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.

~~Basis~~As a result of ~~Presentation~~the Up-C Transactions, Forgent Intermediate LLC became a wholly owned subsidiary of Forgent Power Solutions and ~~Organizational~~is ~~Structure~~the managing member and owns all of the limited liability company units of Forgent Intermediate II LLC. In turn, Forgent Intermediate II LLC became the managing member of Opco. Forgent Intermediate LLC and Forgent Intermediate II LLC collectively own a majority of the Opco LLC Interests and the remaining Opco LLC Interests are owned by the Existing Opco LLC Owners. This prospectus presents the historical combined/consolidated financial information and data for Forgent Intermediate LLC, which includes the financial information and data of Opco. For the period ended June 30, 2024, there is no difference between the historical combined/consolidated financial information and data for Forgent Intermediate LLC and the financial information and data of Opco. For fiscal 2025 and second quarter of fiscal 2026, the only differences between the historical combined/consolidated financial information and data for Forgent Intermediate LLC and the financial information and data of Opco are certain tax attributes.

~~This~~For ~~prospectus~~financial ~~includes~~reporting ~~historical~~purposes, ~~combined/consolidated~~we ~~financial~~use ~~information~~a ~~and~~June 30 ~~data~~fiscal ~~for~~year ~~Forgent~~end. ~~Intermediate~~We ~~LLC~~refer ~~and distinguishes between~~ (i) athe ~~“Predecessor”~~year ~~period~~ended ~~from July~~June 130, ~~2023~~2025 ~~through~~as ~~October 31,~~“fiscal ~~2023~~2025,” ~~which reflects the combined financial statements of MGM Transformer LLC~~ (~~f/k/a MGM Transformer Co.~~ii) ~~and its direct and indirect subsidiaries, for~~ the ~~period~~ ~~prior~~year toended ~~the transaction whereby affiliates of Neos acquired all of the equity interests in MGM and certain other subsidiaries or their predecessor entities on October~~June 3130, ~~2023~~2026 (as “~~MGM~~fiscal ~~Transaction~~2026,”) and (iiiii) ~~its “Successor”~~the ~~period~~year ~~from~~ended ~~September~~June 830, ~~2023~~2027 (as “~~Inception”)~~fiscal ~~through June 30, 2024~~2027.” ~~For~~Information for the ~~period~~twelve ~~from~~months ~~Inception~~ended ~~to October~~ December 31, ~~2023,~~2025 ~~Forgent~~(or ~~Intermediate~~“LTM ~~LLC’s~~Ended ~~operations~~Dec. 31, ~~were~~2025”) ~~related~~is ~~solely~~calculated toby ~~organizational activities~~adding ~~and~~ the ~~MGM~~results ~~Transaction,~~ for ~~which~~the itsix ~~incurred~~months ~~transaction~~ended ~~costs~~December 31, ~~that~~2025 ~~were~~to ~~funded through equity contributions. Accordingly,~~ the ~~Successor~~results ~~consolidated financial information~~ for the ~~period~~year ~~from~~ended ~~Inception through~~ June 30, ~~2024~~2025 ~~may~~and ~~not be~~subtracting ~~comparable to~~ the ~~Predecessor~~results ~~combined financial information~~ for the ~~period~~six ~~prior~~months toended ~~the~~December 31, ~~MGM Transaction~~2024.

OnUnless ~~March~~otherwise 25indicated, ~~2025,~~any ~~Forgent Intermediate~~references ~~LLC~~to ~~formed~~the ~~Opco.~~change Onin ~~May~~revenues 7,from ~~2025,~~fiscal ~~Forgent~~2024 ~~Intermediate~~to ~~LLC~~fiscal ~~formed~~2025 auses ~~new~~pro ~~subsidiary,~~forma ~~Forgent~~2024 ~~Intermediate~~revenues, IIas ~~LLC~~presented ~~and~~in ~~contributed all~~ the ~~equity~~“Unaudited ~~interests~~Supplemental ofPro ~~its~~Forma ~~subsidiaries~~Combined toFinancial ~~Forgent~~Information” ~~Intermediate~~included IIelsewhere ~~LLC.~~in Onthis ~~May 8~~prospectus, ~~2025~~for ~~(the “Combination~~fiscal ~~Date”)~~2024, ~~Forgent Intermediate II LLC, Forgent Parent II LP~~ and ~~Forgent~~revenues ~~Parent III LP each contributed all the equity interests of their respective subsidiaries to Opco in exchange~~ for ~~Class A common units of Opco (~~the ~~“Combination”)~~ ~~such~~year-ended ~~that~~June 30, ~~Opco~~2025, ~~obtained~~as aderived ~~controlling~~from ~~interest in PwrQ and States. As described in Note 2 of~~ the audited combined/consolidated financial statements of Forgent Intermediate LLC, included elsewhere in this prospectus, ~~the Combination was accounted~~ for asfiscal ~~a transaction between entities under common control~~2025. InThe ~~the~~percentage ~~Successor financial statements, prior to the Combination, the non-controlling interest represents the interests in Forgent Parent II LP and Forgent Parent III LP not held by an affiliate~~ of ~~Neos.~~our ~~Such~~revenues ~~amounts~~or ~~were~~Backlog ~~initially~~from ~~recognized at~~ the ~~fair~~Data ~~values of the non-controlling interests on the dates that an affiliate of Neos obtained control of States and PwrQ. Upon the exchange of equity in Opco on the Combination Date~~Center, ~~Forgent Intermediate LLC recognized non-controlling economic interests in Opco for the interests in Opco that are held by Forgent Parent II LP and Forgent Parent III LP (i.e.~~Grid, ~~the~~Industrial ~~Existing~~or ~~Opco LLC~~other ~~Owners),~~end ~~both which~~markets are ~~controlled~~management byestimates ~~Neos. On the Combination Date, the non-controlling interests held by Forgent Parent II LP~~ and ~~Forgent~~involve ~~Parent~~judgment ~~III~~based LPon ~~were~~available ~~adjusted~~information toregarding ~~reflect their collective ownership in~~ the net assets of Opco, which was approximately 31% of the equity of Opco. This transaction was accounted for as an equity transaction, because the affiliate of Neos retained control of the Company, States and PwrQ before and after the Combination. From the Combination Date through September 30, 2025, the nonend-~~controlling~~use ~~interests held by Forgent Parent II LP and Forgent Parent III LP are allocated 31%~~ of the ~~net income (loss) of Opco~~product. The ~~non-controlling~~percentages ~~interests~~of inour ~~Opco~~revenue ~~held~~ by ~~Forgent~~offering ~~Parent II LP and Forgent Parent III LP will be reduced proportionately as the Opco LLC Interests held by Forgent Parent II LP and Forgent Parent III LP~~ are ~~exchanged~~based ~~for~~on ~~shares~~management ~~of Class A common stock or redeemed for cash~~estimates.

iiIn connection with the consummation of our initial public offering, we reorganized our organizational structure (the “Reorganization Transactions”). Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Reorganization Transactions described in the section titled “Organizational Structure” and our initial public offering and the application of the net proceeds therefrom, which we refer to, collectively, as the “Up-C Transactions.” See “Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Up-C Transactions.

~~Table~~Certain ofDefinitions ~~Contents~~

~~Immediately~~As ~~prior~~used toin this offering and following this offering, Forgent Intermediate LLC will be a wholly owned subsidiary of Forgent Power Solutions and will be the managing member and own all of the limited liability company units of Forgent Intermediate II LLC. In turn, Forgent Intermediate II LLC will be the managing member of Opco. Forgent Intermediate LLC and Forgent Intermediate II LLC will collectively own a majority of the Opco LLC Interests and the remaining Opco LLC Interests will be owned by the Existing Opco LLC Owners. This prospectus ~~presents the historical combined/consolidated financial information and data for Forgent Intermediate LLC~~, ~~which~~unless ~~includes~~ the ~~financial~~context ~~information~~otherwise ~~and~~requires: data of Opco. For the period ended June 30, 2024, there is no difference between the historical combined/consolidated financial information and data for Forgent Intermediate LLC and the financial information and data of Opco. For fiscal 2025, the only differences between the historical combined/consolidated financial information and data for Forgent Intermediate LLC and the financial information and data of Opco are certain tax attributes.

~~For~~• ~~financial~~“AI” ~~reporting~~means ~~purposes~~artificial intelligence, ~~we use~~which arefers ~~June 30~~to ~~fiscal~~the ~~year~~simulation ~~end.~~of Wehuman ~~refer~~intelligence in machines that are programmed to ~~the~~think ~~year~~and ~~ended~~act ~~June 30,~~like ~~2025~~humans. asIt ~~fiscal~~encompasses ~~2025~~a ~~and~~wide ~~the~~range ~~year~~of ~~ended~~technologies ~~June~~that 30enable computers to perform tasks that typically require human intelligence, ~~2026~~such as ~~fiscal~~learning, ~~2026.~~problem-solving and decision-making.

~~Unless~~• ~~otherwise indicated, any references to the change in revenues from fiscal 2024 to fiscal 2025 uses pro forma 2024 revenues, as presented in the~~ “~~Unaudited Supplemental Pro Forma Combined Financial Information~~ANSI” ~~included~~means ~~elsewhere in this prospectus, for fiscal 2024, and revenues for~~ the ~~year-ended~~American ~~June 30,~~National ~~2025,~~Standards ~~as derived from the audited combined/consolidated financial statements of Forgent Intermediate LLC included elsewhere in this prospectus, for fiscal 2025~~Institute. The percentage of our revenues or Backlog from the Data Center, Grid, Industrial or other end markets are management estimates and involve judgment based on available information regarding the end-use of the product. The percentages of our revenue by offering are based on management estimates.

In• ~~connection~~“Backlog” ~~with~~refers ~~the~~to, ~~consummation~~as of ~~this~~any ~~offering,~~date weof ~~will~~determination, ~~undertake certain organizational transactions to reorganize our organizational structure (~~the ~~“Reorganization~~expected ~~Transactions”).~~revenue ~~Unless~~from ~~otherwise~~products ~~stated~~ or ~~the~~services ~~context~~for ~~otherwise~~which ~~requires,~~a ~~all~~purchase ~~information~~order inor ~~this~~other ~~prospectus~~written ~~reflects~~contractual ~~the~~commitment ~~consummation~~from of the ~~Reorganization~~customer ~~Transactions~~has ~~described~~been inreceived ~~the section titled “Organizational Structure”~~ and ~~this~~accepted ~~offering~~that ~~and the application of the net proceeds therefrom, which~~ we ~~refer~~have ~~to,~~not ~~collectively,~~already recognized as ~~the “Up-C Transactions~~revenue.~~” See “Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Up-C Transactions, including this offering.~~

~~Certain~~• ~~Definitions~~“Business Acquisitions” means the MGM Transaction, the PwrQ Transaction, the States Transaction and the VanTran Transaction.

As• ~~used~~“Class inA ~~this~~common ~~prospectus,~~stock” ~~unless~~means the ~~context~~Class ~~otherwise~~A ~~requires:~~common stock, par value $0.00001 per share, of Forgent Power Solutions.

•iii “AI” means artificial intelligence, which refers to the simulation of human intelligence in machines that are programmed to think and act like humans. It encompasses a wide range of technologies that enable computers to perform tasks that typically require human intelligence, such as learning, problem-solving and decision-making.

• “~~ANSI~~Class B common stock” means the ~~American~~Class ~~National~~B ~~Standards~~common ~~Institute~~stock, par value $0.00001 per share, of Forgent Power Solutions. Holders of our Class B common stock have no economic interest in Forgent Power Solutions.

• “~~Backlog~~CNC” refers to, asComputer ofNumerical ~~any~~Control ~~date of determination, the expected revenue from products or services for which a purchase order or other written contractual commitment from the customer has been received~~ and ~~accepted~~generally ~~that~~describes wecomputer ~~have~~operated ~~not~~machine ~~already recognized as revenue~~tools.

• “~~Business~~Company,” ~~Acquisitions~~“we,” ~~means~~“us,” ~~the~~“our,” ~~MGM~~“Forgent ~~Transaction~~Power Solutions” and similar references refer, (1) following the ~~PwrQ~~consummation ~~Transaction,~~of the ~~States~~Up-C ~~Transaction~~Transactions, to Forgent Power Solutions, Inc. and, unless otherwise stated, all of its direct and indirect subsidiaries, including Opco, and (2) prior to the ~~VanTran~~completion ~~Transaction~~of the Up-C Transactions, to Forgent Intermediate LLC and, unless otherwise stated, all of its direct and indirect subsidiaries, including Opco.

• “~~Class~~Continuing AEquity ~~common stock~~Owners” ~~means~~refers ~~the~~to ~~Class~~Forgent AParent ~~common~~I ~~stock~~LP, ~~par~~Forgent ~~value~~Parent ~~$0.00001~~II ~~per share~~LP, Forgent Parent III LP and Forgent Parent IV LP. Each of the Continuing Equity Owners is controlled by Neos. Forgent ~~Power~~Parent ~~Solutions~~I LP and Forgent Parent IV LP are the selling stockholders in this offering. Forgent Parent II LP and Forgent Parent III LP are sometimes referred to collectively as the “Existing Opco LLC Owners” in this prospectus.

• “~~Class~~Custom ~~B common stock~~Products” means ~~the~~products ~~Class~~designed Bfor ~~common~~a ~~stock,~~specific ~~par~~project ~~value~~or ~~$0.00001 per share~~application, ofinvolving ~~Forgent~~significant ~~Power~~consultation ~~Solutions.~~between ~~Holders of~~ our ~~Class~~in-house Bengineering ~~common~~team ~~stock~~and ~~have~~the ~~no economic interest in Forgent Power Solutions~~customer.

~~iii~~• “Data Center” refers to the data center end market which we use to describe the revenues we generated in any given period from products or services used in data centers and related infrastructure. Data centers include facilities housing servers, networking equipment and systems used for electronically storing and managing data.

~~Table~~• “engineered-to-order” refers to a manufacturing process where products are designed, engineered and built to meet the specific and unique requirements of ~~Contents~~a customer, rather than being built to a standard specification. It is a customized approach where the entire process, from initial design to final product, is driven by the customers’ specifications.

• “~~CNC~~EPC” refers to ~~Computer~~contractors ~~Numerical~~that ~~Control~~perform ~~and~~engineering, ~~generally~~procurement ~~describes~~and ~~computer~~construction ~~operated~~services ~~machine~~for ~~tools~~a project.

• “~~Company,~~GPU” ~~“we,”~~refers ~~“us,” “our,” “Forgent Power Solutions” and similar references refer, (1) following the consummation of the Up-C Transactions, including this offering,~~ to ~~Forgent~~graphics ~~Power~~processing ~~Solutions,~~unit ~~and,~~which ~~unless~~is ~~otherwise~~a ~~stated,~~specialized ~~all~~processor ofdesigned ~~its direct and indirect subsidiaries, including Opco, and (2) prior~~ to ~~the~~handle ~~completion~~many oftasks ~~the~~simultaneously. ~~Up-C~~GPUs ~~Transactions,~~are ~~including~~used ~~this~~extensively ~~offering,~~in todata ~~Forgent Intermediate LLC and, unless otherwise stated, all of its direct and indirect subsidiaries, including Opco~~centers.

• “~~Continuing Equity Owners~~Grid” refers to ~~Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP. Each of~~ the ~~Continuing~~power ~~Equity~~grid ~~Owners~~end ismarket ~~controlled~~which bywe ~~Neos.~~use ~~Forgent~~to ~~Parent~~describe ~~I LP and Forgent Parent IV LP will each own shares of our Class A common stock immediately following~~ the ~~consummation~~revenues ofwe ~~the~~generated ~~Up-C Transactions and are the selling stockholders~~ in ~~this~~any ~~offering.~~given ~~Forgent~~period ~~Parent~~from IIproducts LPor ~~and~~services ~~Forgent~~used ~~Parent~~in ~~III~~power LPgeneration ~~each own Opco LLC Interests prior to consummation of the Up-C Transactions~~facilities, ~~and~~T&D ~~immediately~~infrastructure ~~following~~or ~~consummation~~battery ofstorage ~~the Up-C Transactions, Forgent Parent II LP and Forgent Parent III LP will each own Opco LLC Interests and an equal number of shares of Class B common stock~~projects. ~~Forgent Parent II LP and Forgent Parent III LP are sometimes referred to collectively as the “Existing Opco LLC Owners” in this prospectus.~~

• “~~Custom Products~~IEEE” means ~~products~~the ~~designed~~Institute ~~for~~of aElectrical ~~specific project or application, involving significant consultation between our in-house engineering team~~ and ~~the~~Electronics ~~customer~~Engineers.

• “~~Data~~IPO” ~~Center~~or “initial public offering” ~~refers~~means tothe initial public offering of 64,400,000 shares of the ~~data~~Company’s ~~center~~Class ~~end~~A ~~market~~common ~~which~~stock weat ~~use~~an toinitial ~~describe~~public offering price of $27.00 per share, including the ~~revenues~~sale weof ~~generated~~(x) in56,000,000 ~~any~~shares ~~given~~of ~~period~~the ~~from~~Company’s ~~products~~Class orA ~~services~~common ~~used~~stock inon ~~data~~February ~~centers~~6, 2026 and ~~related~~(y) ~~infrastructure.~~an ~~Data~~additional ~~centers~~8,400,000 ~~include~~shares ~~facilities~~of ~~housing~~Class ~~servers,~~A ~~networking~~common ~~equipment~~stock ~~and~~pursuant ~~systems~~to ~~used~~the ~~for~~exercise ~~electronically~~in ~~storing~~full ~~and~~of ~~managing~~the ~~data~~underwriters’ overallotment option on February 9, 2026.

• “~~engineered-to-order~~Industrial” refers to athe ~~manufacturing~~industrial ~~process~~end ~~where~~market ~~products~~which ~~are~~we ~~designed,~~use ~~engineered and built~~ to ~~meet~~describe the ~~specific~~revenues ~~and~~we ~~unique~~generated ~~requirements~~in ofany agiven ~~customer,~~period ~~rather~~from ~~than~~products ~~being~~or ~~built~~services toused ain ~~standard~~manufacturing ~~specification. It is a customized approach where the entire process~~facilities, ~~from~~transportation ~~initial design to final product~~infrastructure, isprocess ~~driven~~industries byand ~~the~~other ~~customers’~~energy-intensive ~~specifications~~applications.

• “~~EPC~~kV” refers to ~~contractors that perform engineering, procurement and construction services for a project~~kilovolts.

• “~~GPU~~MGM” ~~refers~~means toForgent ~~graphics~~Holdings ~~processing~~I ~~unit~~LLC ~~which~~and isits adirect ~~specialized~~and ~~processor~~indirect ~~designed to handle many tasks simultaneously~~subsidiaries. ~~GPUs are used extensively in data centers.~~

• “~~Grid~~MGM Transaction” ~~refers~~means to the ~~power~~transaction ~~grid~~consummated ~~end~~on ~~market~~October ~~which~~31, we2023 ~~use~~whereby toaffiliates ~~describe~~of ~~the~~Neos ~~revenues~~acquired weall ~~generated~~of inthe ~~any~~equity ~~given~~interests ~~period~~in ~~from~~MGM ~~products~~Transformer orLLC ~~services~~(formerly ~~used~~known inas ~~power~~MGM ~~generation~~Transformer ~~facilities,~~Co.) ~~T&D~~and ~~infrastructure~~its ~~or battery storage projects~~affiliates.

•iv ~~“IEEE” means the Institute of Electrical and Electronics Engineers.~~

• “~~Industrial~~MVA” refers to the industrial end market which we use to describe the revenues we generated in any given period from products or services used in manufacturing facilities, transportation infrastructure, process industries and other energymegavolt-~~intensive applications~~amperes.

• “kVNEC” ~~refers~~means the National Electrical Code, a codification of safe electrical design and installation of electrical equipment to ~~kilovolts~~protect people and property from electrical hazards.

• “~~MGM~~NEMA” means ~~Forgent~~the ~~Holdings~~National IElectrical ~~LLC~~Manufacturers ~~and~~Association, ~~its~~an ~~direct~~organization ~~and~~providing ~~indirect~~standards ~~subsidiaries~~for the manufacturing of electrical equipment.

• “~~MGM Transaction~~Neos” ~~means~~and ~~the~~“our ~~transaction~~Sponsor” ~~consummated~~mean onNeos ~~October 31~~Partners, ~~2023~~LP ~~whereby affiliates of Neos acquired all of the equity interests in MGM Transformer LLC (formerly known as MGM Transformer Co.)~~ and its affiliates.

• “~~MVA~~OEMs” ~~refers~~means tooriginal ~~megavolt-amperes~~equipment manufacturers.

• “~~NEC~~Opco” means ~~the~~Forgent ~~National~~Power ~~Electrical~~Solutions ~~Code, a codification of safe electrical design and installation of electrical equipment to protect people and property from electrical hazards~~LLC.

iv• “Opco LLC Agreement” refers to Opco’s second amended and restated limited liability company agreement, dated February 4, 2026.

~~Table~~• “Opco LLC Interests” refers to the common units of ~~Contents~~Opco.

• “~~NEMA~~Powertrain Solutions” means ~~the~~combinations ~~National~~of ~~Electrical~~Custom ~~Manufacturers~~Products ~~Association~~that are integrated together, anskidded ~~organization~~together ~~providing~~or ~~standards~~designed ~~for~~to ~~the~~work ~~manufacturing~~together ofas ~~electrical~~a ~~equipment~~system.

• “~~Neos~~PwrQ” ~~and~~means ~~“our~~Forgent ~~Sponsor”~~Holdings ~~mean~~II ~~Neos~~LLC ~~Partners,~~and LPits direct and ~~its~~indirect ~~affiliates~~subsidiaries.

• “~~OEMs~~PwrQ Transaction” means ~~original~~the ~~equipment~~transaction ~~manufacturers~~consummated on March 13, 2024 whereby affiliates of Neos acquired all of the equity interests in Ares Energy LP (formerly Ares Energy LLC) and related entities and their respective subsidiaries.

• “~~Opco~~Reorganization Transactions” ~~means~~refers ~~Forgent~~to ~~Power~~the ~~Solutions~~reorganization ~~LLC~~transactions described in “Organizational Structure—Up-C Transactions.”

• “~~Opco LLC Agreement~~SCADA” ~~refers~~means tosupervisory ~~Opco’s~~control ~~second amended~~ and ~~restated~~data ~~limited~~acquisition ~~liability~~and ~~company~~describes ~~agreement,~~a ~~which~~system ~~will~~used ~~become~~to ~~effective~~monitor ~~substantially~~and ~~concurrently~~control ~~with,~~industrial orand ~~prior~~other totypes ~~the consummation~~ of, ~~this offering~~equipment.

• “~~Opco~~Standard ~~LLC Interests~~Products” ~~refers~~means ~~to the~~ common ~~units~~designs ~~of Opco, including those~~ that weare ~~purchase~~suitable ~~with~~for abasic ~~portion~~applications ofand ~~the~~are ~~net~~typically ~~proceeds~~stocked ~~from~~by ~~this offering~~distributors.

• “~~Powertrain Solutions~~States” means ~~combinations~~Forgent ofHoldings ~~Custom~~III ~~Products~~LLC ~~that~~and ~~are~~its ~~integrated~~direct ~~together,~~and ~~skidded~~indirect ~~together or designed to work together as a system~~subsidiaries.

• “~~PwrQ~~States Transaction” means ~~Forgent~~the ~~Holdings~~transaction IIconsummated ~~LLC~~on ~~and~~May ~~its~~31, ~~direct~~2024 ~~and~~whereby ~~indirect~~affiliates ~~subsidiaries~~of Neos acquired all of the equity interests in States Manufacturing LLC.

• “~~PwrQ Transaction~~T&D” means ~~the~~transmission ~~transaction~~and ~~consummated~~distribution onand ~~March~~refers ~~13,~~to ~~2024~~the ~~whereby~~infrastructure ~~affiliates~~involved ofin ~~Neos~~delivering ~~acquired~~electricity ~~all~~from ofpower ~~the~~plants ~~equity~~to ~~interests~~end-users inthat ~~Ares~~is ~~Energy~~typically LPowned, ~~(formerly~~operated ~~Ares Energy LLC)~~ and ~~related~~maintained ~~entities~~by ~~and~~utilities ~~their~~or ~~respective~~independent ~~subsidiaries~~power producers.

• “~~Reorganization Transactions~~TPU” refers to ~~the~~tensor ~~reorganization~~processing ~~transactions~~unit ~~described~~which is a specialized hardware accelerator designed to optimize and accelerate machine learning tasks, including tensor operations that are fundamental in ~~“Organizational~~neural ~~Structure—Up-C~~network ~~Transactions~~computations.”

• “~~SCADA~~UL” means ~~supervisory~~Underwriters ~~control~~Laboratories, a global safety science organization that tests and ~~data~~certifies ~~acquisition~~products to ensure they meet safety standards, including those for electrical components and ~~describes~~systems. When a ~~system~~product ~~used~~is toUL ~~monitor~~Listed ~~and~~or ~~control~~UL ~~industrial~~Certified, it means it has been tested by UL Solutions Inc. (“UL Solutions”) and ~~other~~found ~~types~~to ofmeet ~~equipment~~specific safety requirements.

• “~~Standard~~Up-C ~~Products~~Transactions” ~~means~~refers, ~~common~~collectively, ~~designs~~to ~~that~~the ~~are~~Reorganization ~~suitable~~Transactions ~~for~~as ~~basic~~described ~~applications~~in “Organizational Structure—Up-C Transactions,” the IPO and ~~are~~the ~~typically~~application ~~stocked~~of bythe ~~distributors~~net proceeds therefrom.

• “~~States~~UPS” means ~~Forgent~~uninterruptible ~~Holdings~~power ~~III~~supply ~~LLC~~which ~~and~~is ~~its~~a ~~direct~~device ~~and~~that ~~indirect~~uses ~~subsidiaries~~batteries to provide emergency power to connected equipment if the primary power source fails.

•v ~~“States Transaction” means the transaction consummated on May 31, 2024 whereby affiliates of Neos acquired all of the equity interests in States Manufacturing LLC.~~

• “~~T&D~~VanTran” means ~~transmission~~VanTran ~~and distribution and refers to the infrastructure involved in delivering electricity from power plants to end-users that is typically owned~~Industries, ~~operated and maintained by utilities or independent power producers~~Inc.

• “~~TPU~~VanTran Transaction” ~~refers~~means tothe ~~tensor~~transaction ~~processing~~consummated ~~unit~~on ~~which~~June is14, a2024 ~~specialized~~whereby ~~hardware~~affiliates ~~accelerator~~of ~~designed~~Neos toacquired ~~optimize~~all ~~and~~of ~~accelerate~~the ~~machine~~equity ~~learning~~interests ~~tasks,~~in ~~including~~VanTran ~~tensor~~and ~~operations~~its ~~that~~parent, ~~are~~VanTran ~~fundamental~~Industries inHoldings ~~neural network computations~~Ltd.

• “ULV” ~~means~~refers ~~Underwriters Laboratories, a global safety science organization that tests and certifies products~~ to ~~ensure they meet safety standards, including those for electrical components and systems~~volts. ~~When a product is UL Listed or UL Certified, it means it has been tested by UL Solutions Inc. (“UL Solutions”) and found to meet specific safety requirements.~~

•Following “the Up-C Transactions~~” refers~~, ~~collectively,~~Forgent toPower Solutions became a holding company and its only asset consists of all of the ~~Reorganization~~limited ~~Transactions~~liability company interests of Forgent Intermediate LLC. Forgent Intermediate LLC directly owns Opco LLC Interests as ~~described~~a inresult ~~“Organizational~~of ~~Structure—Up-C~~the ~~Transactions,”~~Blocker ~~this~~Mergers ~~offering~~(as defined below) and acquisitions from Opco (in connection with the ~~application~~redemption of Opco LLC Interests from the Existing Opco LLC Owners with a portion of the net proceeds ~~therefrom~~from our initial public offering) as well as all of the limited liability company interests of Forgent Intermediate II LLC. Forgent Intermediate II LLC, in turn, continues to own the Opco LLC Interests that it owned prior to the Reorganization Transactions.

•Trademarks ~~“UPS” means uninterruptible power supply which is a device that uses batteries to provide emergency power to connected equipment if the primary power source fails.~~

•We and our subsidiaries own or have the rights to various trademarks, trade names, service marks and copyrights, including registered trademarks for “~~VanTran~~PwrQ” ~~means~~in word form, “States Manufacturing” and “VanTran” ~~Industries~~in both word and design forms and certain proprietary software. Solely for convenience, ~~Inc~~trademarks, trade names and service marks referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective holders. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

vMarket and Industry Data

~~Table~~The market data and certain other statistical information included in this prospectus are based on a variety of ~~Contents~~sources, including independent industry publications, government publications and other published independent sources, including the U.S. Census Bureau, Edison Electric Institute, Omdia, Wood Mackenzie, U.S. Energy Information Administration (“EIA”), Dodge Construction Network, U.S. Bureau of Labor Statistics, Kearney (formerly A.T. Kearney), National Renewable Energy Laboratory (“NREL”) and American Society of Civil Engineers (“ASCE”). This prospectus also contains data and estimates derived from an industry report commissioned by us and prepared by BCE Partners LLC d/b/a BCE Consulting, an independent research firm (“BCE”). BCE’s report does not constitute financial, legal or investment advice. Some data is also based on our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this prospectus, based on management’s knowledge and experience, we believe these third-party sources are reliable and that the third-party information included in this prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed in the sections captioned “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this prospectus. All references herein to “electrical distribution equipment” refer to the following categories of equipment: eHouses, power skids, power distribution units, switchgear, switchboards, panelboards, remote power panels, generator connection cabinets, tap boxes, automatic transfer switches, dry type transformers and liquid filled transformers.

•vi ~~“VanTran Transaction” means the transaction consummated on June 14, 2024 whereby affiliates of Neos acquired all of the equity interests in VanTran and its parent, VanTran Industries Holdings Ltd.~~

•PROSPECTUS ~~“V”~~SUMMARY ~~refers to volts.~~

~~Following~~This ~~the~~summary ~~Up-C~~highlights ~~Transactions,~~selected ~~including~~information ~~this~~included ~~offering,~~elsewhere ~~Forgent~~in ~~Power~~this ~~Solutions~~prospectus. ~~will~~It bedoes anot ~~holding~~contain ~~company and its principal asset will consist of~~ all of the ~~limited~~information ~~liability~~that ~~company~~may ~~interests~~be ofimportant ~~Forgent~~to ~~Intermediate~~you ~~LLC.~~and ~~Forgent~~your ~~Intermediate~~investment ~~LLC~~decision. ~~will~~Before ~~directly~~investing ~~own~~in ~~Opco~~our ~~LLC~~Class A ~~Interests~~common asstock, ayou ~~result~~should ofcarefully ~~the~~read ~~Blocker~~this ~~Mergers~~entire ~~(as~~prospectus, ~~defined~~including ~~below)~~the ~~and~~matters ~~acquisitions~~set ~~from~~forth ~~Opco~~under ~~(in connection with~~ the ~~redemption~~sections of ~~Opco~~this ~~LLC~~prospectus ~~Interests~~captioned ~~from~~“Risk ~~the~~Factors,” ~~Existing~~“Special ~~Opco~~Note ~~LLC~~Regarding ~~Owners~~Forward-Looking ~~with~~Statements” aand ~~portion~~“Management’s ofDiscussion ~~the~~and ~~net~~Analysis ~~proceeds~~of ~~from~~Financial ~~this~~Condition ~~offering)~~and asResults ~~well as all~~ of ~~the~~Operations” ~~limited~~and ~~liability~~our ~~company~~combined/consolidated ~~interests~~financial ofstatements ~~Forgent~~and ~~Intermediate~~related IInotes ~~LLC.~~included ~~Forgent~~elsewhere ~~Intermediate II LLC,~~ in ~~turn,~~ ~~will~~this ~~continue to own Opco LLC Interests that it owned prior to the Reorganization Transactions~~prospectus.

~~Trademarks~~Our Company

We ~~and~~are ~~our~~a ~~subsidiaries~~leading ~~own~~designer orand ~~have~~manufacturer ~~the~~of ~~rights~~electrical todistribution ~~various~~equipment ~~trademarks,~~used ~~trade~~in ~~names~~data centers, ~~service~~the ~~marks~~power grid and ~~copyrights,~~energy-intensive ~~including~~industrial ~~registered trademarks~~facilities. Demand for ~~“PwrQ”~~our inproducts ~~word~~is ~~form,~~growing ~~“States~~rapidly ~~Manufacturing”~~as ~~and~~(i) ~~“VanTran”~~companies inaccelerate ~~both~~investment ~~word~~in ~~and~~data ~~design~~centers ~~forms~~to ~~and~~meet ~~certain~~the ~~proprietary~~computational ~~software.~~requirements ~~Solely~~ for ~~convenience,~~cloud ~~trademarks,~~computing ~~trade names~~ and ~~service~~AI, ~~marks~~(ii) ~~referred to~~independent inpower ~~this~~producers ~~prospectus~~build ~~may~~new ~~appear~~generation ~~without~~capacity ~~the~~to ®satisfy orrising ™electricity ~~symbols~~demand, ~~but~~(iii) ~~such~~utilities ~~references~~upgrade ~~are~~and ~~not~~expand ~~intended~~T&D infrastructure to ~~indicate,~~address inrapid ~~any~~load ~~way,~~growth ~~that~~and ~~we will~~(iv) ~~not~~manufacturers ~~assert,~~reshore totheir ~~the~~factories ~~fullest~~to ~~extent~~secure ~~under~~their ~~applicable~~supply ~~law,~~chains ~~our~~and ~~rights~~mitigate or the ~~rights~~impact of ~~the~~tariffs. ~~applicable~~From ~~licensor~~fiscal 2024 to ~~these~~fiscal ~~trademarks~~2025, ~~trade~~our ~~names~~revenues ~~and~~grew ~~service~~56% ~~marks~~to $753.2 ~~Other~~million ~~trademarks~~and, ~~trade~~as ~~names~~of ~~and~~December ~~service~~31, ~~marks~~2025, ~~appearing~~we inhad ~~this~~approximately ~~prospectus~~$1.5 billion ~~are the property~~ of ~~their~~Backlog ~~respective~~representing ~~holders.~~an Weincrease ~~do not intend our use or display~~ of ~~other~~100% ~~companies’~~compared ~~trademarks, trade names or service marks~~ to ~~imply~~the asame ~~relationship~~date ~~with,~~in orthe ~~endorsement~~prior ~~or sponsorship of us by, any other companies~~year.

~~Market~~Electrical distribution equipment is essential for delivering electricity safely and ~~Industry~~efficiently ~~Data~~from power plants to homes, businesses and industrial facilities, and between equipment and devices within buildings. Every power plant, utility grid, data center, manufacturing facility and commercial building requires electrical distribution equipment to operate. Because distributing electricity safely and within the parameters required for the application where it is used is fundamental, purchases of electrical distribution equipment for new facilities or to replace equipment that is at the end of its useful life are rarely, if ever, optional. Additionally, because electrical distribution equipment has a high consequence of failure, including lost revenue, equipment damage and even serious injury or death, we believe customers prioritize reliability and safety over price when they select which products to purchase.

~~The~~Major ~~market~~product ~~data and~~categories ~~certain other statistical information included in this prospectus are based on a variety~~ of ~~sources,~~electrical ~~including~~distribution ~~independent~~equipment ~~industry~~that ~~publications,~~we ~~government~~manufacture ~~publications~~ and ~~other~~sell ~~published~~include ~~independent~~automatic ~~sources,~~transfer ~~including the U.S. Census Bureau~~switches, ~~Edison~~ ~~Electric~~dry ~~Institute,~~type ~~Omdia~~transformers, ~~Wood~~electrical ~~Mackenzie~~houses, ~~U.S.~~generator ~~Energy~~connection ~~Information Administration (“EIA”)~~cabinets, ~~Dodge~~liquid ~~Construction~~filled ~~Network~~transformers, ~~U.S. Bureau of Labor Statistics~~panelboards, ~~Kearney~~power (formerly A.T. Kearney), National Renewable Energy Laboratory (“NREL”) and American Society of Civil Engineers (“ASCE”). This prospectus also contains data and estimates derived from an industry report commissioned by us and prepared by BCE Partners LLC d/b/a BCE Consulting, an independent research firm (“BCE”). BCE’s report does not constitute financial, legal or investment advice. Some data is also based on our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this prospectus, based on management’s knowledge and experience, we believe these third-party sources are reliable and that the third-party information included in this prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed in the sections captioned “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this prospectus. All references herein to “electrical distribution ~~equipment” refer to the following categories of equipment: eHouses~~units, power skids, ~~power distribution units, switchgear, switchboards, panelboards,~~ remote power panels, ~~generator~~switchboards, ~~connection~~switchgear ~~cabinets,~~and tap boxes,. ~~automatic~~In ~~transfer~~fiscal ~~switches~~2025, ~~dry~~no ~~type~~product ~~transformers~~category ~~and~~represented ~~liquid~~more ~~filled~~than ~~transformers~~13% of our revenues.

~~Through~~Major ~~and~~Categories ~~including , 2026 (the 25th day after the date~~ of ~~this~~Electrical ~~prospectus),~~Distribution ~~all~~Equipment ~~dealers~~We ~~effecting transactions~~Manufacture in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and ~~with respect to an unsold allotment or subscription.~~ Sell


Product Category⁽¹⁾		Primary Function
Automatic Transfer Switches (“ATSs”)		Automatically switch an electrical load from a primary power source to a backup power source, such as a generator, when the primary source fails. Ensures uninterrupted power to connected equipment or systems during outages.

Dry Type Transformers⁽²⁾		Adjust voltage up or down as needed for safe use by equipment and devices, primarily in indoor environments. Air-cooled for use in indoor environments.

Electrical Houses (“eHouses”)⁽³⁾		Prefabricated, modular building that houses and protects electrical equipment like switchgear, transformers, control panels and UPS systems. These self-contained units offer a cost-effective and time-saving alternative to traditional field construction of electrical rooms.

~~Table~~1 ~~of Contents~~

PROSPECTUS SUMMARY


Product Category⁽¹⁾		Primary Function

Generator Connection Cabinets		Purpose-built enclosure that provides a safe and convenient connection point for generators. Often includes circuit breakers for overload protection and lockable access doors for security as well as features like phase rotation monitoring.

Liquid Filled Transformers⁽⁴⁾		Adjust voltage up or down as needed for transmission and safe use by equipment and devices primarily in outdoor environments, including substations. Uses a fluid to dissipate the heat generated in its core and windings for efficient thermal management.

Panelboards		Distribute power within a building to individual branch circuits and provide overcurrent protection for those circuits.

Power Distribution Units (“PDUs”)		Pre-assembled units integrating multiple components, including a low voltage transformer, circuit breakers and metering devices that step down voltage and distribute power to GPUs and TPUs.

Power Skids		Provide a “plug-and-play” option for key electrical systems that are faster to install with less field labor than traditional construction techniques by integrating multiple pieces of equipment into a portable enclosure or onto a portable base.

Remote Power Panels (“RPPs”)		Distribute power across server racks in a data center as well as provide remote monitoring and management capabilities.

Switchboards		Distribute power within a building to downstream transformers and panelboards and provide overcurrent protection. Often integrate sophisticated metering, protection and control systems.

Switchgear⁽⁵⁾		Control, protect and isolate electrical circuits and equipment to facilitate testing, maintenance and repairs. Often includes sophisticated protection systems and integration with SCADA systems for remote monitoring.

Tap Boxes		Provide a secure interface between a building’s electrical busway system and its equipment.

~~This~~(1) ~~summary~~See highlights selected information included elsewhere in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including the matters set forth under the sections of this prospectus captioned “~~Risk Factors,~~Business—Products” ~~“Special~~for ~~Note~~additional ~~Regarding~~information ~~Forward-Looking~~on ~~Statements”~~these ~~and~~product ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined/consolidated financial statements and related notes included elsewhere in this prospectus~~categories.

~~Our~~(2) ~~Company~~Includes Medium Voltage Vacuum Pressure Impregnated (“VPI”), PDU and Low Voltage Transformer product categories.

We are a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities. Demand for our products is growing rapidly as (i3) ~~companies~~Includes ~~accelerate~~Gear ~~investment in data centers to meet the computational requirements for cloud computing~~ and ~~AI,~~UPS ~~(ii)~~eHouses ~~independent~~product power producers build new generation capacity to satisfy rising electricity demand, (iii) utilities upgrade and expand T&D infrastructure to address rapid load growth and (iv) manufacturers reshore their factories to secure their supply chains and mitigate the impact of tariffscategories. From fiscal 2024 to fiscal 2025, our revenues grew 56% to $753.2 million and, as of September 30, 2025, we had $1,027.1 million of Backlog representing an increase of 44% compared to the same date in the prior year.

~~Electrical~~(4) ~~distribution~~Includes ~~equipment is essential for delivering electricity safely and efficiently from power plants to homes~~Substation, ~~businesses~~Padmount and ~~industrial~~ ~~facilities,~~Other ~~and~~Specialty ~~between~~Transformer ~~equipment~~product ~~and devices within buildings~~categories. Every power plant, utility grid, data center, manufacturing facility and commercial building requires electrical distribution equipment to operate. Because distributing electricity safely and within the parameters required for the application where it is used is fundamental, purchases of electrical distribution equipment for new facilities or to replace equipment that is at the end of its useful life are rarely, if ever, optional. Additionally, because electrical distribution equipment has a high consequence of failure, including lost revenue, equipment damage and even serious injury or death, we believe customers prioritize reliability and safety over price when they select which products to purchase.

~~Major~~(5) ~~product~~Includes ~~categories~~Medium ~~of electrical distribution equipment that we manufacture and sell include automatic transfer switches~~Voltage, ~~dry~~Low ~~type~~Voltage ~~transformers, electrical houses, generator connection cabinets, liquid filled transformers, panelboards, power distribution units, power skids, remote power panels, switchboards, switchgear~~ and ~~tap boxes.~~Paralleling InSwitchgear ~~fiscal 2025, no~~ product ~~category represented more than 13% of our revenues~~categories.

~~Major~~We ~~Categories~~sell Standard Products, Custom Products and Powertrain Solutions. Our Standard Products leverage common designs that are suitable for basic applications and are typically manufactured in large quantities. Our Custom Products are designed for a specific project or application, involve significant consultation between our in-house engineering team and the customer and are typically produced in small quantities. Our Powertrain Solutions are combinations of ~~Electrical~~Custom ~~Distribution~~Products ~~Equipment~~that are integrated together, skidded together or designed to work together as a system. We ~~Manufacture~~also provide on-site commissioning and ~~Sell~~maintenance services for our products. In fiscal 2025, we generated approximately 5%, 78%, 13% and 4% of our revenues from Standard Products, Custom Products, Powertrain Solutions and services, respectively.

Product Category(1)		Primary Function
Automatic Transfer Switches (“ATSs”)		Automatically switch an electrical load from a primary power source to a backup power source, such as a generator, when the primary source fails. Ensures uninterrupted power to connected equipment or systems during outages.
Dry Type Transformers(2)		Adjust voltage up or down as needed for safe use by equipment and devices, primarily in indoor environments. Air-cooled for use in indoor environments.
Electrical Houses (“eHouses”)(3)		Prefabricated, modular building that houses and protects electrical equipment like switchgear, transformers, control panels and UPS systems. These self-contained units offer a cost-effective and time-saving alternative to traditional field construction of electrical rooms.

We specialize in manufacturing Custom Products and Powertrain Solutions that are “engineered-to-order” for technically demanding applications, including data center power distribution, utility substations and energy-intensive manufacturing. We typically produce more than 1,500 unique designs each year for our customers, and in fiscal 2025 our average “batch count” was 15, which means on average we manufactured 15 units for each unique design we developed. Demand for customized electrical distribution equipment is increasing as data centers, independent power producers, utilities and other customers seek to address:

~~Table~~• Varying power quality and availability. The voltage, frequency and reliability of ~~Contents~~power can vary widely based on location, type of generation, effectiveness of grid balancing, weather and other factors. To address varying power quality and availability, customers customize their electrical distribution equipment with components that ensure consistent frequency, eliminate harmonic distortions and balance voltage and current between phases.

Product Category(1)		Primary Function
Generator Connection Cabinets		Purpose-built enclosure that provides a safe and convenient connection point for generators. Often includes circuit breakers for overload protection and lockable access doors for security as well as features like phase rotation monitoring.
Liquid Filled Transformers(4)		Adjust voltage up or down as needed for transmission and safe use by equipment and devices primarily in outdoor environments, including substations. Uses a fluid to dissipate the heat generated in its core and windings for efficient thermal management.
Panelboards		Distribute power within a building to individual branch circuits and provide overcurrent protection for those circuits.
Power Distribution Units (“PDUs”)		Pre-assembled units integrating multiple components, including a low voltage transformer, circuit breakers and metering devices that step down voltage and distribute power to GPUs and TPUs.
Power Skids		Provide a “plug-and-play” option for key electrical systems that are faster to install with less field labor than traditional construction techniques by integrating multiple pieces of equipment into a portable enclosure or onto a portable base.
Remote Power Panels (“RPPs”)		Distribute power across server racks in a data center as well as provide remote monitoring and management capabilities.
Switchboards		Distribute power within a building to downstream transformers and panelboards and provide overcurrent protection. Often integrate sophisticated metering, protection and control systems.
Switchgear(5)		Control, protect and isolate electrical circuits and equipment to facilitate testing, maintenance and repairs. Often includes sophisticated protection systems and integration with SCADA systems for remote monitoring.
Tap Boxes		Provide a secure interface between a building’s electrical busway system and its equipment.

•

Stringent uptime requirements. Uptime requirements are a core design criterion for all systems that drives the need for redundancy as well as more sophisticated monitoring and control systems. To ensure their systems meet uptime requirements, customers customize their electrical distribution equipment to include redundant components and integrate with backup power sources, paralleling switchgear, automated transfer switches, monitoring and control systems, power quality monitoring and SCADA systems.

~~(1)~~• ~~See~~Construction ~~“Business—Products”~~schedules ~~for~~dictated ~~additional~~by ~~information~~equipment lead times. Availability of key components can have a significant impact on ~~these~~the ~~product~~lead ~~categories~~time required to manufacture and ship electrical distribution equipment. To shorten lead times, customers customize their electrical distribution equipment to design out supply-constrained components or unnecessary features.

~~(2)~~• ~~Includes~~Challenging ~~Medium~~form ~~Voltage~~factors ~~Vacuum~~and ~~Pressure~~environments. ~~Impregnated~~Different ~~(“VPI”)~~operating environments have varying space utilization, ~~PDU~~maintenance access, airflow, cable routing and ~~Low~~moisture ~~Voltage~~and ~~Transformer~~corrosion ~~product~~protection ~~categories~~requirements. To address form factor and environmental considerations, customers customize their electrical distribution equipment to their particular layouts with unique arrangements of components or customized enclosures.

~~(3)~~• ~~Includes~~Space ~~Gear~~constraints ~~and~~that ~~UPS~~impact ~~eHouses~~revenue ~~product~~generation. ~~categories~~Electrical distribution equipment can reduce the room available for revenue-generating equipment in space constrained facilities. Customers with space constraints customize their electrical distribution equipment to create more compact indoor designs or to operate outside to create additional space for revenue-generating equipment.

~~(4)~~• ~~Includes~~Demanding ~~Substation~~thermal management requirements. Ambient temperatures can vary significantly across locations, ~~Padmount~~throughout the day or from season to season and ~~Other~~different ~~Specialty~~applications ~~Transformer~~and ~~product~~power ~~categories~~levels generate varying amounts of heat. Data centers, in particular, are increasingly focused on managing heat produced by their equipment because of the significant impact it has on performance and equipment longevity. To meet thermal management requirements, customers customize their electrical distribution equipment to accommodate their thermal management specifications.

~~(5)~~• ~~Includes~~Integration ~~Medium~~with ~~Voltage~~other equipment and systems. The efficiency and performance of electrical infrastructure depends in part on how well the constituent parts of a facility’s electrical infrastructure work together. Integration with legacy layouts, ~~Low~~equipment ~~Voltage~~and controls is particularly important to customers that are upgrading existing facilities. To improve the performance of their electrical systems, customers customize their electrical distribution equipment to integrate with other products, communicate with common control systems and ~~Paralleling~~minimize ~~Switchgear~~electrical ~~product~~losses ~~categories~~between equipment.

We• ~~sell~~Special ~~Standard~~physical ~~Products,~~or ~~Custom~~cyber ~~Products~~security ~~and Powertrain Solutions~~requirements. ~~Our~~Different ~~Standard~~applications ~~Products~~have ~~leverage~~different ~~common~~physical ~~designs that are suitable for basic applications~~ and ~~are~~cyber ~~typically~~security ~~manufactured in large quantities~~requirements. ~~Our~~For ~~Custom~~example, ~~Products~~government, ~~are~~military, ~~designed~~utility, ~~for~~pharmaceutical, ~~a specific project or application~~petrochemical, ~~involve~~technology ~~significant consultation between our in-house engineering team~~ and ~~the~~transportation ~~customer~~customers ~~and~~often ~~are~~have ~~typically~~special ~~produced~~security inrequirements ~~small quantities. Our Powertrain Solutions are combinations of Custom Products~~ that ~~are~~may ~~integrated~~not ~~together,~~be ~~skidded~~required ~~together~~by orother ~~designed to work together as a system~~customers. WeTo ~~also~~meet ~~provide~~their ~~on-site~~security ~~commissioning and maintenance services for our products. In fiscal 2025~~requirements, wethese ~~generated~~customers ~~approximately~~customize ~~5%, 78%, 13% and 4% of our revenues from Standard Products, Custom Products, Powertrain Solutions and services, respectively.~~ their

~~Table~~electrical ofdistribution ~~Contents~~equipment to use cyber-certified components, eliminate external ports, add tamper switches and include physical security features in their cabinets.

We• ~~specialize~~Evolving inregulatory ~~manufacturing~~requirements ~~Custom Products~~ and ~~Powertrain~~safety ~~Solutions~~considerations. ~~that~~Depending ~~are~~on ~~“engineered-to-order”~~its ~~for~~location ~~technically~~and ~~demanding applications~~application, ~~including~~electrical ~~data center power~~ distribution, ~~utility~~equipment ~~substations~~can ~~and~~be ~~energy-intensive~~subject ~~manufacturing.~~to ~~We typically~~unique ~~produce~~building ~~more~~code ~~than~~or ~~1,500~~other ~~unique~~requirements. ~~designs~~To ~~each~~meet ~~year~~regulatory ~~for~~and ~~our~~other ~~customers~~requirements, ~~and~~customers incustomize ~~fiscal~~their ~~2025~~electrical ~~our~~distribution ~~average~~equipment ~~“batch~~to ~~count”~~meet ~~was~~UL, 15NEC, ~~which~~NEMA, ~~means~~IEEE, onANSI, ~~average~~ARC weflash ~~manufactured~~protection, ~~15 units for each unique design we developed. Demand for customized electrical distribution equipment is increasing as data centers~~environmental, ~~independent power producers~~seismic, ~~utilities~~intrusion detection and other ~~customers~~site-specific ~~seek to address:~~ codes.

• ~~Varying~~Rising ~~power~~construction ~~quality~~costs and ~~availability~~labor scarcity. The ~~voltage,~~time ~~frequency~~ and ~~reliability~~cost ofto ~~power~~install ~~can~~electrical ~~vary~~equipment ~~widely~~in ~~based~~the onfield ~~location,~~has ~~type~~risen ofsignificantly. ~~generation,~~To ~~effectiveness~~shorten ofthe ~~grid~~amount ~~balancing,~~of ~~weather~~time ~~and~~required ~~other~~to ~~factors.~~build Totheir ~~address~~facilities, ~~varying~~reduce ~~power~~the ~~quality~~labor ~~and~~required ~~availability,~~for ~~customers~~construction ~~customize~~and ~~their~~improve ~~electrical~~the ~~distribution~~quality ~~equipment~~of ~~with~~their ~~components~~systems, ~~that~~customers ~~ensure~~ask ~~consistent~~their ~~frequency,~~suppliers ~~eliminate~~to ~~harmonic~~integrate ~~distortions~~or ~~and~~prefabricate ~~balance~~parts ~~voltage~~of ~~and~~their ~~current~~electrical ~~between phases~~infrastructure.

• ~~Stringent~~Buy ~~uptime~~American mandates or tax incentive requirements. ~~Uptime~~Certain ~~requirements~~applications, ~~are~~including aU.S. ~~core~~government ~~design~~facilities ~~criterion~~and ~~for~~critical ~~all~~infrastructure ~~systems~~are ~~that~~required ~~drives~~to use electrical distribution equipment manufactured in the ~~need~~United ~~for~~States. ~~redundancy~~Additionally, astax ~~well~~credits asare ~~more~~often ~~sophisticated~~available ~~monitoring~~to ~~and~~purchasers ~~control~~of ~~systems.~~electrical Todistribution ~~ensure~~equipment ~~their~~manufactured ~~systems~~in ~~meet~~the ~~uptime~~United ~~requirements,~~States. ~~customers~~Customers customize their electrical distribution equipment to ~~include~~use ~~redundant~~raw ~~components~~materials and/or ~~integrate~~purchased ~~with~~components ~~backup~~that ~~power~~will ~~sources,~~allow ~~paralleling~~them ~~switchgear,~~to ~~automated~~qualify ~~transfer~~under ~~switches,~~buy ~~monitoring~~American ~~and~~mandates ~~control~~or ~~systems,~~for ~~power~~tax ~~quality~~incentives ~~monitoring~~on ~~and~~products ~~SCADA~~manufactured ~~systems~~in the United States.

• ~~Construction~~Site ~~schedules~~conditions ~~dictated~~that bycreate ~~equipment~~operational ~~lead~~risks ~~times~~and increase financing and insurance costs. ~~Availability~~Facilities oflocated ~~key~~in ~~components~~regions ~~can~~with ~~have~~earthquake, aflood, ~~significant~~corrosion ~~impact~~and onextreme ~~the~~temperature ~~lead~~risk ~~time~~have ~~required~~additional tooperating ~~manufacture~~risks and ~~ship~~can ~~electrical~~be ~~distribution~~subject ~~equipment~~to higher borrowing and insurance costs. ToCustomers ~~shorten~~mitigate ~~lead~~these ~~times,~~operational ~~customers~~risks ~~customize~~and address lender and insurer concerns by customizing their electrical distribution equipment to ~~design~~include ~~out~~shock ~~supply-constrained~~rated mounts, flexible bus links, sealed conduits and cooling systems and use stainless steel components orand ~~unnecessary~~epoxy ~~features~~coatings.

• ~~Challenging~~Utility ~~form~~interconnection ~~factors~~delays. ~~and~~New ~~environments.~~high ~~Different~~load ~~operating~~facilities ~~environments~~often face significant delays in getting connected to the grid because utilities do not have ~~varying~~the ~~space~~resources ~~utilization,~~to ~~maintenance~~make ~~access,~~the ~~airflow,~~required ~~cable~~distribution ~~routing~~upgrades ~~and~~necessary ~~moisture~~to ~~and~~serve ~~corrosion~~them ~~protection~~quickly. ~~requirements~~Interconnection can sometimes be achieved faster if the facility can reduce its peak load at certain times of day by using mobile generation or on-site battery storage until the utility is able to make the necessary infrastructure upgrades. ToCustomers ~~address~~that ~~form~~can ~~factor~~accelerate ~~and~~their ~~environmental~~interconnection ~~considerations,~~by ~~customers~~using mobile generation or on-site battery storage will customize their electrical distribution equipment to ~~their~~add ~~particular~~control ~~layouts~~systems ~~with~~and ~~unique~~connections ~~arrangements~~for ofmobile ~~components~~power orand ~~customized~~battery ~~enclosures~~energy storage systems (“BESS”).

•We ~~Space~~support ~~constraints~~our sales of Custom Products and Powertrain Solutions with a dedicated team of more than 150 engineers who work closely with our customers to define system requirements; identify and evaluate cost, performance and availability trade-offs; and develop tailored solutions that ~~impact~~meet ~~revenue~~their ~~generation~~specific needs. ~~Electrical~~Leveraging ~~distribution~~our ~~equipment~~proprietary design tools and database of over 50,000 reference designs, we can ~~reduce~~engineer ~~the~~a ~~room~~custom ~~available~~product for ~~revenue-generating~~a ~~equipment~~customer in ~~space~~as ~~constrained~~little ~~facilities.~~as ~~Customers~~a ~~with~~few ~~space~~hours ~~constraints~~and ~~customize~~we ~~their~~are ~~electrical~~able ~~distribution~~to ~~equipment~~produce toand ~~create~~ship ~~more~~a ~~compact~~custom ~~indoor~~product ~~designs~~in oras tolittle ~~operate~~as ~~outside~~a week. The upfront collaboration between our customers and our application engineers allows us to ~~create~~value-engineer ~~additional~~systems, ~~space~~de-risk delivery timelines and reduce the potential for ~~revenue-generating~~change ~~equipment~~orders, which together result in more efficient and predictable execution.

•Our ~~Demanding~~customers ~~thermal~~include: ~~management~~technology, ~~requirements.~~power, ~~Ambient~~utility ~~temperatures~~and ~~can~~industrial ~~vary~~companies ~~significantly~~who ~~across~~purchase ~~locations,~~from ~~throughout~~us ~~the~~directly; ~~day~~intermediaries orsuch ~~from~~as ~~season~~OEMs toand ~~season~~integrators ~~and~~who ~~different~~incorporate ~~applications~~our ~~and~~products ~~power~~into ~~levels~~systems ~~generate~~that ~~varying~~they ~~amounts~~sell; ofcontractors ~~heat.~~that ~~Data~~build data centers, inpower ~~particular,~~plants ~~are~~and ~~increasingly~~T&D ~~focused~~infrastructure; onand ~~managing~~electrical ~~heat~~products ~~produced~~distributors. byWe ~~their~~generated ~~equipment~~approximately ~~because~~42%, 23%, 19% and 16% of ~~the~~our ~~significant~~fiscal ~~impact~~2025 itrevenues ~~has~~from onthe ~~performance~~Data ~~and~~Center, ~~equipment~~Grid, ~~longevity.~~Industrial Toand ~~meet~~other ~~thermal~~markets, ~~management~~respectively. ~~requirements~~In fiscal 2025, ~~customers~~substantially ~~customize~~all ~~their~~of ~~electrical~~our ~~distribution~~revenues ~~equipment~~were togenerated ~~accommodate~~from ~~their~~customers ~~thermal~~located ~~management~~in ~~specifications~~North America.

•4 Integration with other equipment and systems. The efficiency and performance of electrical infrastructure depends in part on how well the constituent parts of a facility’s electrical infrastructure work together. Integration with legacy layouts, equipment and controls is particularly important to customers that are upgrading existing facilities. To improve the performance of their electrical systems, customers customize their electrical distribution equipment to integrate with other products, communicate with common control systems and minimize electrical losses between equipment.

•We ~~Special~~are ~~physical~~a orU.S. ~~cyber security requirements~~company. ~~Different~~Our ~~applications~~principal ~~have~~manufacturing ~~different~~campuses ~~physical~~are ~~and~~located ~~cyber~~in ~~security requirements. For example~~Minnesota, ~~government~~Texas, ~~military~~Maryland, ~~utility,~~California ~~pharmaceutical,~~and ~~petrochemical~~Mexico, ~~technology~~ and ~~transportation~~we ~~customers~~had ~~often~~approximately ~~have~~2,100 ~~special~~full-time employees ~~security~~as ~~requirements~~of ~~that~~December ~~may~~31, ~~not be required by other customers~~2025. ~~To meet their security requirements, these customers customize their~~

3Our Value Proposition—Marrying In-House Engineering with Product Breadth and Manufacturing Depth to Address Bottlenecks in the Digital and Industrial Economies

~~Table~~Real annualized private construction spending on data centers and manufacturing facilities in the United States is near the highest level ever recorded according to the U.S. Census Bureau, and utility investment in T&D infrastructure in the United States is growing faster than at any time in the past 25 years according to analysis of ~~Contents~~data from the Edison Electric Institute. Rapidly growing investment in data centers and manufacturing facilities coupled with accelerating investment in the grid has led to shortages in electrical distribution equipment as well as the field labor to install it. At the same time, data center and other customers are demanding increasing levels of customization from their suppliers to meet the rapidly evolving requirements of electrical infrastructure, including higher voltages, increasing currents, greater power densities, integration of on-site generation and the incorporation of battery storage. The result has been that large technology and manufacturing companies routinely face delays in bringing new facilities online because suppliers cannot deliver the power distribution equipment that they need; utilities are unable to build the distribution infrastructure necessary to get power to their facilities quickly enough because of labor or equipment shortages; or traditional vendors are unwilling or unable to deliver the level of customization required at scale—we were purpose-built to change that.

We believe we are one of only a small number of companies that can engineer and manufacture all of the electrical distribution equipment torequired ~~use~~for ~~cyber-certified~~a data center or large manufacturing facility’s powertrain—the system and components, ~~eliminate~~that ~~external~~deliver ~~ports,~~electrical ~~add~~power ~~tamper~~from ~~switches~~its source to the various pieces of equipment within the facilities—with some of the highest levels of customization and ~~include~~shortest ~~physical~~lead ~~security~~times ~~features~~available in ~~their~~our ~~cabinets~~industry. We believe we are able to deliver end-to-end, customized Powertrain Solutions for technically demanding applications with short lead times because we:

• ~~Evolving~~possess ~~regulatory~~the ~~requirements~~engineering ~~and~~resources, ~~safety~~culture ~~considerations. Depending on its location~~ and ~~application,~~mindset ~~electrical~~required ~~distribution~~to ~~equipment~~rapidly ~~can~~develop beproducts ~~subject~~that tomeet ~~unique~~the ~~building~~fast-changing ~~code or other~~ requirements. Toof ~~meet~~technology ~~regulatory~~companies and other ~~requirements,~~ customers ~~customize~~with ~~their~~technically ~~electrical~~demanding ~~distribution equipment to meet UL, NEC, NEMA, IEEE, ANSI, ARC flash protection, environmental, seismic, intrusion detection and other site-specific codes.~~applications;

• ~~Rising~~manufacture ~~construction~~critical ~~costs~~components ~~and~~in-house, ~~labor~~including ~~scarcity.~~medium ~~The~~voltage ~~time~~switchgear and ~~cost~~dry totype ~~install~~transformers, ~~electrical~~which ~~equipment~~allows inus ~~the~~to ~~field~~offer ~~has risen~~ significantly. Toshorter ~~shorten~~lead ~~the~~times ~~amount of time required to build their facilities, reduce the labor required for construction~~ and ~~improve~~greater ~~the~~levels ~~quality~~ of ~~their~~customization ~~systems,~~than ~~customers~~our ~~ask their suppliers to integrate or prefabricate parts of their electrical infrastructure.~~competitors;

• ~~Buy~~provide ~~American~~significant ~~mandates~~upfront orengineering ~~tax~~support ~~incentive~~that ~~requirements.~~reduces ~~Certain applications~~costs, ~~including~~de-risks ~~U.S.~~delivery ~~government~~timelines ~~facilities~~ and ~~critical~~minimizes ~~infrastructure are required to use electrical distribution equipment manufactured in~~ the ~~United~~risk ~~States. Additionally, tax credits are often available to purchasers~~ of ~~electrical~~change ~~distribution~~orders equipment manufactured in the United States. Customers customize their electrical distribution equipment to use raw materials and/or purchased components that will allow them to qualify under buy American mandates or for ~~tax~~our ~~incentives on products manufactured in the United States.~~customers;

• ~~Site~~offer ~~conditions~~prefabricated, ~~that~~integrated ~~create~~or ~~operational~~pre-kitted ~~risks~~solutions ~~and~~that ~~increase~~significantly ~~financing~~reduce ~~and~~field ~~insurance~~labor ~~costs. Facilities located in regions with earthquake~~requirements, ~~flood,~~which ~~corrosion~~lowers ~~and~~our ~~extreme~~customers’ ~~temperature~~construction ~~risk have additional operating risks and can be subject to higher borrowing and insurance~~ costs. ~~Customers mitigate these operational risks~~ and ~~address~~shortens ~~lender and insurer concerns by customizing~~ their ~~electrical~~installation ~~distribution equipment to include shock rated mounts, flexible bus links, sealed conduits and cooling systems and use stainless steel components and epoxy coatings.~~times;

• ~~Utility~~offer ~~interconnection~~Powertrain ~~delays.~~Solutions ~~New~~rather ~~high~~than ~~load~~emphasizing ~~facilities~~single-point ~~often~~solutions ~~face~~which ~~significant~~enables ~~delays~~customers ~~in getting connected~~ to ~~the grid because utilities do not have the resources to make the required distribution upgrades necessary to serve them quickly. Interconnection can sometimes~~ be ~~achieved faster if the facility can reduce its peak load at certain times of day by using mobile generation or on~~single-~~site~~source ~~battery~~with ~~storage~~us; until the utility is able to make the necessary infrastructure upgrades. Customers that can accelerate their interconnection by using mobile generation or on-site battery storage will customize their electrical distribution equipment to add control systems and ~~connections for mobile power and battery energy storage systems (“BESS”).~~

We• ~~support~~offer ~~our~~comprehensive ~~sales~~commissioning ~~of Custom Products~~ and ~~Powertrain~~maintenance ~~Solutions~~services ~~with~~that agive ~~dedicated team of more than 150 engineers who work closely with~~ our customers toconfidence ~~define system requirements; identify and evaluate cost, performance and availability trade-offs; and develop tailored solutions~~ that ~~meet their specific needs. Leveraging~~ our ~~proprietary~~systems ~~design~~will ~~tools~~meet ~~and database of over 50~~safety,~~000 reference~~ ~~designs,~~performance ~~we can engineer a custom product for a customer in as little as a few hours~~ and weregulatory ~~are~~standards ~~able~~on ~~to produce and ship a custom product in as little as a week~~schedule. The upfront collaboration between our customers and our application engineers allows us to value-engineer systems, de-risk delivery timelines and reduce the potential for change orders, which together result in more efficient and predictable execution.

Our ~~customers~~Market ~~include~~Opportunity technology, power, utility and industrial companies who purchase from us directly; intermediaries such as OEMs and integrators who incorporate our products into systems that they sell; contractors that build data centers, power plants and T&D infrastructure; and electrical products distributors. We generated approximately 42%, 23%, 19% and 16% of our fiscal 2025 revenues from the Data Center, Grid, Industrial and other markets, respectively. In fiscal 2025, substantially all of our revenues were generated from customers located in North America.

4We participate in the electrical distribution equipment industry primarily in the United States. Demand for electrical distribution equipment in the United States is driven primarily by investment in new data centers, power plants, T&D infrastructure, manufacturing facilities, and commercial buildings, as well as the replacement of old equipment in existing facilities and infrastructure. Annual investment in data centers, power plants, T&D

~~Table~~5 ~~of Contents~~

We infrastructure ~~are~~and manufacturing facilities increased 151% from 2020 to 2025, representing a ~~U.S.~~compound ~~company.~~annual ~~Our~~growth ~~principal~~rate ~~manufacturing~~of ~~campuses~~20%, ~~are~~and ~~located~~sales inof ~~Minnesota~~electrical distribution equipment increased at a compound annual growth rate of 26% over the same period according to data from Omdia, ~~Texas~~BCE, ~~Maryland,~~ ~~California~~Wood Mackenzie and ~~Mexico,~~Dodge ~~and~~Construction weNetwork. ~~had~~Demand ~~approximately~~for ~~2,000~~electrical ~~full-time employees~~distribution asequipment has grown faster than the overall rate of ~~September 30~~investment in data centers, ~~2025.~~power plants, T&D infrastructure and manufacturing facilities as a result of:

~~Our~~• ~~Value Proposition—Marrying~~More ~~In-House~~equipment ~~Engineering~~being ~~with~~sold ~~Product~~per ~~Breadth~~MW ~~and~~of ~~Manufacturing~~customer ~~Depth~~capacity. toIncreasing ~~Address~~rack ~~Bottlenecks~~densities in data centers, the ~~Digital~~shift to more energy intensive manufacturing, greater redundancy requirements, more complex electrical topologies and ~~Industrial~~the ~~Economies~~proliferation of distributed generation and storage has increased the amount of electrical distribution equipment required per MW of capacity.

~~Real~~• ~~annualized~~More ~~private~~prefabrication. ~~construction~~Buyers ~~spending~~of onelectrical ~~data~~distribution ~~centers~~equipment ~~and~~are ~~manufacturing~~seeking ~~facilities~~increasing inlevels ~~the~~of ~~United~~prefabrication ~~States~~from ismanufacturers ~~near the highest level ever recorded according~~ to reduce the ~~U.S.~~amount ~~Census~~of ~~Bureau,~~field ~~and~~labor ~~utility~~they ~~investment~~need into ~~T&D~~complete ~~infrastructure~~their infacilities. ~~the~~Greater ~~United~~levels ~~States~~of isprefabrication ~~growing~~increase ~~faster than at any time in~~ the ~~past~~price ~~25 years according to analysis~~ of ~~data~~electrical ~~from~~distribution ~~the Edison Electric Institute~~equipment. ~~Rapidly growing~~For ~~investment~~example, inBCE ~~data~~estimates ~~centers~~that ~~and manufacturing facilities coupled with accelerating investment in the grid has led to shortages in~~ electrical distribution equipment asplus ~~well~~the asUPS system and the field labor to install ~~it.~~them Ataccount ~~the~~for ~~same~~approximately ~~time,~~38% ~~data center~~ and ~~other~~ ~~customers~~15% ~~are demanding increasing levels~~ of ~~customization from their suppliers to meet~~ the ~~rapidly~~non-IT ~~evolving~~construction ~~requirements~~cost of ~~electrical~~a ~~infrastructure,~~data ~~including higher voltages~~center, ~~increasing~~respectively. ~~currents,~~Assuming ~~greater~~all ~~power densities, integration~~ of ~~on-site generation and~~ the ~~incorporation~~labor ofrequired ~~battery~~could ~~storage.~~be ~~The~~shifted ~~result~~from ~~has been that large technology and manufacturing companies routinely face delays in bringing new facilities online because suppliers cannot deliver~~ the ~~power~~field ~~distribution equipment that they need; utilities are unable~~ to ~~build~~ the ~~distribution~~factory ~~infrastructure~~through ~~necessary~~prefabrication, towe ~~get~~believe ~~power~~the tototal ~~their~~addressable ~~facilities~~market ~~quickly~~for ~~enough~~data ~~because~~center ofelectrical ~~labor~~infrastructure orcould ~~equipment~~increase ~~shortages;~~by oras ~~traditional~~much ~~vendors~~as ~~are unwilling or unable to deliver the level of customization required at scale—we were purpose-built to change that~~39%.

~~We believe~~• weMore ~~are~~pricing ~~one~~power. ofCertain ~~only~~types ~~a small number~~ of ~~companies that can engineer and manufacture all of the~~ electrical distribution equipment ~~required~~are ~~for~~in ashort ~~data~~supply. ~~center~~Some orpurchasers ~~large~~have ~~manufacturing~~been ~~facility’s~~willing ~~powertrain—the~~to ~~system~~pay ~~and~~a ~~components that~~premium ~~deliver electrical power from its source~~ to ~~the~~obtain ~~various pieces of~~ equipment ~~within~~faster, ~~the~~leading ~~facilities—with~~to ~~some~~increases ~~of the highest levels of customization and shortest lead times available~~ in ~~our~~average ~~industry.~~selling Weprices ~~believe we are able to deliver end-to-end, customized Powertrain Solutions~~ for ~~technically~~electrical ~~demanding~~distribution ~~applications with short lead times because we:~~ equipment.

•BCE ~~possess~~forecasts ~~the~~that ~~engineering~~demand ~~resources,~~for ~~culture~~electrical ~~and~~distribution ~~mindset~~equipment ~~required~~will continue to grow rapidly ~~develop~~with ~~products~~sales ~~that~~increasing ~~meet~~at ~~the~~a ~~fast-changing~~compound ~~requirements~~annual growth rate of ~~technology~~20% ~~companies~~from ~~and~~2025 ~~other~~to ~~customers~~2030 ~~with~~as ~~technically~~a ~~demanding~~result ~~applications;~~of:

• ~~manufacture~~Continuing ~~critical~~investment ~~components~~ in~~-house,~~ ~~including~~new ~~medium~~data ~~voltage~~centers. ~~switchgear~~Data centers consume more energy per square foot and ~~dry~~require more reliable access to electricity than almost any other type ~~transformers,~~of ~~which~~commercial ~~allows~~or usindustrial facility and demand significant electrical infrastructure as a result. Data centers also require a high level of redundancy, referred to ~~offer~~as ~~significantly~~“N+x” ~~shorter~~where ~~lead~~N ~~times~~represents the minimum number of required operational units and ~~greater~~x ~~levels~~represents the number of ~~customization~~backup ~~than~~units, so they are also one of the largest consumers of electrical distribution equipment per MW of load. Rapidly growing demand for cloud computing as well as the computational resources required for AI models is driving increasing investment in new data centers. According to BCE, sales of electrical distribution equipment to the data center end market will increase at a compound annual growth rate of 29% from 2025 to 2030. We generated approximately 42% of our ~~competitors;~~fiscal 2025 revenues from selling electrical distribution equipment to the Data Center end market.

• ~~provide~~Accelerating load growth. According to Wood Mackenzie and EIA, U.S. electricity demand is expected to increase at a compound annual growth rate of 3.1% from 2025 to 2030 which represents more than a 50% increase in the rate of growth when compared to the prior five-year period from 2020 to 2025. The significant ~~upfront~~increase ~~engineering~~in ~~support~~load growth is being driven by: growing demand for power from data centers and manufacturing facilities; increased oil and gas production; electrification of transportation and building heating; and increases in extreme weather events that ~~reduces~~result ~~costs~~in record levels of power consumption for heating and cooling. According to BCE, de80-~~risks~~90% ~~delivery~~of ~~timelines~~the projected load growth from 2025 to 2030 will come from new data centers, onshoring of manufacturing and ~~minimizes~~industrial electrification. Greater load will require new power plants and T&D infrastructure to generate and deliver the ~~risk~~required power to businesses and homes. Average annual investment in new power generation and battery storage projects is forecast to grow from $68 billion during 2021 to 2025 to $107 billion during 2026 to 2030, representing an increase of ~~change~~57%, ~~orders~~according ~~for~~to ~~our~~Wood ~~customers;~~Mackenzie. Annual investment in substations, a critical component of T&D infrastructure, is forecast to grow from $24 billion in 2025 to $38 billion in 2030, representing a compound annual growth rate of 9%,

•6 ~~offer prefabricated, integrated or pre-kitted solutions that significantly reduce field labor requirements, which lowers our customers’ construction costs and shortens their installation times;~~

•according ~~offer~~to ~~Powertrain~~BCE. ~~Solutions~~BCE ~~rather~~forecasts ~~than~~that ~~emphasizing~~sales ~~single-point~~of ~~solutions~~electrical ~~which~~distribution ~~enables~~equipment ~~customers~~for topower beplants, ~~single-source~~battery ~~with~~storage ~~us;~~projects and utility T&D infrastructure will grow at a compound annual growth rate of 11% from 2025 to 2030. We generated approximately 23% of our fiscal 2025 revenues from selling electrical distribution equipment to the Grid end market.

• ~~offer~~“Reshoring” ~~comprehensive~~of ~~commissioning~~U.S. manufacturing. A combination of growing intellectual property and ~~maintenance~~geopolitical ~~services~~risks that ~~give~~threaten ~~our~~international ~~customers~~supply ~~confidence~~chains, ~~that~~attractive ~~our~~federal ~~systems~~incentives ~~will~~for ~~meet~~“domestic ~~safety~~content,” ~~performance~~increasing tariffs and ~~regulatory~~a ~~standards~~narrowing wage gap between U.S. and international workers is prompting many companies to move their offshore manufacturing operations back to the United States. According to a survey conducted by Kearney in March 2025, more than 35% of CEOs have decided to move some or all of their manufacturing back to the United States within the next three years and an additional 15% of CEOs are currently evaluating moving some or all of their manufacturing back to the United States within the next three years, which is resulting in significant increases in spending on ~~schedule~~manufacturing facilities and related electrical infrastructure. According to BCE, sales of electrical distribution equipment to the industrial market will increase at a compound annual growth rate of 9% from 2025 to 2030. We generated approximately 19% of our fiscal 2025 revenues from selling electrical distribution equipment to the Industrial end market.

~~Our~~• ~~Market~~Proliferation ~~Opportunity~~of on-site generation and battery storage. Rising electricity prices coupled with delays in connecting new power generation facilities to the grid have prompted many companies to build their own on-site generation and energy storage, including solar arrays, gas turbines, battery storage systems and fuel cells and consider building small modular nuclear reactors if they become commercially available. A customer with on-site generation can spend as much as 30% more on electrical distribution equipment than a customer that is only connected to the grid, according to BCE. Increasing investment in on-site generation will result in additional demand for electrical distribution equipment because these assets require additional electrical infrastructure.

We• ~~participate~~Replacement inof ~~the~~aging ~~electrical~~utility T&D infrastructure. Electrical distribution equipment ~~industry~~used ~~primarily~~ in the ~~United~~grid ~~States~~typically has a useful life of 25 to 40 years. ~~Demand~~According ~~for~~to NREL and ASCE, the majority of in-service electrical distribution equipment used in the ~~United~~grid ~~States~~ is ~~driven~~more ~~primarily~~than by30 ~~investment~~years inold. ~~new~~Demand ~~data~~for ~~centers,~~electrical ~~power~~distribution ~~plants,~~equipment ~~T&D~~is ~~infrastructure,~~increasing ~~manufacturing~~as ~~facilities,~~utilities ~~and~~seek ~~commercial~~to ~~buildings,~~replace asequipment ~~well~~that asis approaching the ~~replacement~~end of ~~old~~its ~~equipment~~useful inlife. ~~existing~~Investor-owned ~~facilities~~utility ~~and~~ spending on T&D infrastructure. ~~Annual~~has ~~investment~~increased inevery ~~data~~year ~~centers~~since 2010, ~~power~~according ~~plants,~~to ~~T&D~~the Edison Electric Institute.

5Additionally, BCE projects that the market for custom products where we focus will grow faster than the overall market for electrical distribution equipment, with sales growing at a compound annual growth rate of approximately 25% from 2025 to 2030 as a result of rapid growth in technically demanding applications such as data centers, substations, BESS projects and energy-intensive manufacturing facilities where customization is often required.

~~Table~~Our ofStrengths ~~Contents~~

~~infrastructure~~We ~~and~~believe ~~manufacturing~~our ~~facilities~~business ~~increased~~has ~~151%~~a ~~from~~series ~~2020~~of tointerrelated ~~2025,~~strengths ~~representing~~that awe ~~compound~~refer ~~annual~~to ~~growth~~as ~~rate~~“product ~~of 20%~~breadth,” ~~and~~“manufacturing ~~sales~~depth,” of“solutions ~~electrical~~mindset,” ~~distribution~~“market ~~equipment~~focus” ~~increased~~and at“aligned ~~a compound~~leadership.” ~~annual~~Together, ~~growth~~we ~~rate~~believe ofthese ~~26%~~strengths ~~over~~differentiate ~~the~~us ~~same period according to data~~ from ~~Omdia,~~our ~~BCE~~competitors, ~~Wood~~position ~~Mackenzie~~us ~~and~~to ~~Dodge~~grow ~~Construction Network. Demand for electrical distribution equipment has grown~~ faster than the overall ~~rate~~electrical ofdistribution ~~investment~~equipment inmarket ~~data centers,~~and ~~power~~enable ~~plants,~~us ~~T&D~~to ~~infrastructure~~earn ~~and~~higher ~~manufacturing~~margins ~~facilities~~than asour apeers. ~~result of:~~

•7 More equipment being sold per MW of customer capacity. Increasing rack densities in data centers, the shift to more energy intensive manufacturing, greater redundancy requirements, more complex electrical topologies and the proliferation of distributed generation and storage has increased the amount of electrical distribution equipment required per MW of capacity.

•Product ~~More~~Breadth prefabrication. Buyers of electrical distribution equipment are seeking increasing levels of prefabrication from manufacturers to reduce the amount of field labor they need to complete their facilities. Greater levels of prefabrication increase the price of electrical distribution equipment. For example, BCE estimates that electrical distribution equipment plus the UPS system and the field labor to install them account for approximately 38% and 15% of the non-IT construction cost of a data center, respectively. Assuming all of the labor required could be shifted from the field to the factory through prefabrication, the total addressable market for data center electrical infrastructure could increase by as much as 39%.

•We ~~More~~manufacture ~~pricing~~every ~~power.~~major ~~Certain~~category ~~types~~ of electrical distribution equipment, ~~are~~and inwe ~~short~~believe ~~supply.~~we ~~Some purchasers~~ have ~~been~~one ~~willing~~of tothe ~~pay~~most acomprehensive ~~premium~~product toportfolios ~~obtain~~available ~~equipment~~for ~~faster~~Data Center, ~~leading~~Grid toand ~~increases~~Industrial applications in ~~average~~the ~~selling~~United ~~prices~~States. ~~for~~We ~~electrical~~believe ~~distribution~~our ~~equipment.~~product breadth gives us the ability to:

~~BCE~~• ~~forecasts~~Capture market share by optimizing customers’ electrical infrastructure in ways that ~~demand~~are challenging for competitors to replicate. Data centers, power plants and industrial facilities have complex design requirements for their electrical infrastructure that can be met in multiple ways using different specifications and combinations of electrical distribution equipment. ~~will~~As ~~continue~~a tomanufacturer ~~grow~~of ~~rapidly~~every major category of electrical distribution equipment with ~~sales~~the ~~increasing~~capability to customize all of them, we excel at aidentifying ~~compound~~the ~~annual~~particular ~~growth rate~~specification and combination of ~~20%~~equipment ~~from~~that ~~2025~~optimizes tofor ~~2030~~performance, aslead atime ~~result~~and ~~of:~~cost, giving us an edge over competitors with less product breadth.

• ~~Continuing~~Win ~~investment~~customers inthat ~~new~~value ~~data~~speed ~~centers. Data centers consume more energy per square foot~~ and ~~require~~simplicity ~~more~~by ~~reliable~~delivering ~~access~~the tobenefits ~~electricity than almost any other type~~ of ~~commercial or industrial facility and demand significant electrical infrastructure as~~ a ~~result~~single-source relationship. ~~Data~~We ~~centers~~believe ~~also~~many ~~require~~customers aprefer ~~high level of redundancy, referred~~ to aspurchase ~~“N+x”~~all ~~where~~of ~~N represents~~ the ~~minimum~~electrical ~~number~~distribution ofequipment required ~~operational~~for ~~units~~their ~~and~~project xfrom ~~represents~~one ~~the~~supplier ~~number~~because of ~~backup units, so they are also one of~~ the ~~largest~~streamlined ~~consumers~~design ofprocess, ~~electrical~~seamless ~~distribution~~integration ~~equipment per MW~~ of ~~load.~~products, ~~Rapidly~~uniform ~~growing~~lead ~~demand~~times ~~for~~and ~~cloud~~payment ~~computing~~terms, asand ~~well as~~ the ~~computational~~unambiguous ~~resources~~accountability ~~required~~that ~~for~~a AIsingle-source ~~models~~relationship isprovides. ~~driving~~The ~~increasing~~breadth ~~investment~~of inour ~~new~~product ~~data~~portfolio ~~centers.~~allows ~~According~~our customers to ~~BCE,~~purchase ~~sales~~all of the electrical distribution equipment tothey ~~the~~need ~~data center end market will increase at a compound annual growth rate of 29%~~ from ~~2025~~us torather ~~2030.~~than Wehaving ~~generated approximately 42% of our fiscal 2025 revenues from selling electrical distribution equipment~~ to ~~the~~rely ~~Data~~on ~~Center~~multiple ~~end market~~suppliers.

• ~~Accelerating~~Leverage ~~load~~our ~~growth.~~ability ~~According~~ to ~~Wood~~deliver ~~Mackenzie~~the ~~and~~entire ~~EIA,~~powertrain ~~U.S.~~to ~~electricity~~grow ~~demand~~sales ~~is expected~~ to ~~increase~~data ~~at a compound annual growth rate of 3~~centers.1% ~~from~~Technology ~~2025~~companies toand ~~2030~~data ~~which~~center ~~represents~~operators ~~more~~are ~~than~~under apressure ~~50%~~from ~~increase~~their incustomers ~~the~~and ~~rate~~shareholders ~~of growth when compared~~ to ~~the~~build ~~prior~~new ~~five-year~~data ~~period~~centers ~~from~~faster ~~2020~~ to ~~2025.~~meet ~~The~~surging ~~significant increase in load growth is being driven by: growing~~ demand for ~~power~~cloud ~~from~~computing ~~data centers~~ and ~~manufacturing~~AI ~~facilities; increased oil~~ and ~~gas~~are ~~production;~~seeking ~~electrification~~solutions ~~of transportation and building heating; and increases in extreme weather events~~ that ~~result~~can inhelp ~~record~~them ~~levels~~shorten ofconstruction ~~power consumption for heating and cooling~~timelines. ~~According~~As toone ~~BCE, 80-90%~~ of the ~~projected~~only ~~load~~companies ~~growth~~in ~~from~~the ~~2025~~United toStates ~~2030~~that ~~will~~manufactures ~~come~~medium ~~from~~voltage ~~new data centers~~switchgear, ~~onshoring~~dry oftype ~~manufacturing~~transformers, ~~and~~low ~~industrial~~voltage ~~electrification.~~switchboards, Greater load will require new power plants and T&D infrastructure to generate and deliver the required power to businesses and homes. Average annual investment in new power generation and battery storage projects is forecast to grow from $68 billion during 2021 to 2025 to $107 billion during 2026 to 2030PDUs, ~~representing an increase of 57%~~RPPs, ~~according~~tap ~~to Wood Mackenzie. Annual investment in substations~~boxes, aATSs ~~critical~~and ~~component~~generator ofconnection ~~T&D infrastructure~~cabinets, iswe ~~forecast~~can toprovide ~~grow~~a ~~from~~data ~~$24~~center’s ~~billion~~entire inpowertrain ~~2025~~with ~~to $38 billion in 2030, representing~~ a ~~compound~~guaranteed ~~annual~~delivery ~~growth rate of 9%,~~date.

6• Use complex, long lead time products like medium voltage switchgear and dry type transformers to “pull through” other product categories. Medium voltage switchgear and dry type transformers are some of the most challenging categories of electrical distribution equipment to manufacture because of the complex engineering, specialized labor and third-party certifications required. As a result, there are significantly fewer manufacturers of these products than there are of other types of electrical distribution equipment, which creates long lead times for these products. We believe many customers choose to purchase all of the electrical distribution products they need for their project from us because of our ability to provide medium voltage switchgear and dry type transformers with shorter lead times.

~~Table~~• Earn more margin on prefabricated products like eHouses and power skids while delivering shorter lead times, greater customization and higher quality than competitors. We manufacture the majority of ~~Contents~~the products that typically go into eHouses and power skids in-house. We believe this ability allows us to earn more margin than competitors that have to purchase and integrate equipment from third parties while offering customers shorter lead times, greater levels of customization, guaranteed quality and warranty and service support through us rather than multiple equipment vendors.

~~according~~• toLeverage ~~BCE.~~extensive ~~BCE~~UL ~~forecasts~~certifications ~~that~~to ~~sales~~accelerate ofproduct ~~electrical~~development. ~~distribution~~Certifying ~~equipment~~a ~~for~~new ~~power~~product ~~plants,~~family ~~battery~~can ~~storage~~require ~~projects~~more than a year and ~~utility~~a ~~T&D~~significant ~~infrastructure~~investment ~~will~~in ~~grow~~engineering atdevelopment, aprototype ~~compound~~production, ~~annual~~testing ~~growth~~in ~~rate~~a ofnationally ~~11%~~recognized ~~from~~testing ~~2025~~lab toand ~~2030~~UL fees. We ~~generated~~have ~~approximately~~obtained ~~23%~~UL ofcertifications ~~our~~for ~~fiscal~~more ~~2025~~than ~~revenues~~20 ~~from~~product ~~selling~~families, ~~electrical~~which ~~distribution~~enables ~~equipment~~us to ~~the~~rapidly ~~Grid~~certify ~~end~~a ~~market~~wide range of products, including improvements to existing designs.

•8 “Reshoring” of U.S. manufacturing. A combination of growing intellectual property and geopolitical risks that threaten international supply chains, attractive federal incentives for “domestic content,” increasing tariffs and a narrowing wage gap between U.S. and international workers is prompting many companies to move their offshore manufacturing operations back to the United States. According to a survey conducted by Kearney in March 2025, more than 35% of CEOs have decided to move some or all of their manufacturing back to the United States within the next three years and an additional 15% of CEOs are currently evaluating moving some or all of their manufacturing back to the United States within the next three years, which is resulting in significant increases in spending on manufacturing facilities and related electrical infrastructure. According to BCE, sales of electrical distribution equipment to the industrial market will increase at a compound annual growth rate of 9% from 2025 to 2030. We generated approximately 19% of our fiscal 2025 revenues from selling electrical distribution equipment to the Industrial end market.

• ~~Proliferation~~Benefit offrom ~~on-site~~product ~~generation~~diversity and ~~battery~~be ~~storage.~~less ~~Rising~~reliant ~~electricity prices coupled with delays in connecting new power generation facilities to the grid have prompted many companies to build their own~~ on~~-site~~ ~~generation~~single ~~and~~product ~~energy~~categories ~~storage,~~than ~~including~~some ~~solar~~of ~~arrays,~~our ~~gas~~competitors. ~~turbines,~~No ~~battery~~single ~~storage~~product ~~systems~~category ~~and~~generated ~~fuel~~more ~~cells~~than ~~and~~13% ~~consider~~of ~~building~~our ~~small~~revenues ~~modular~~in ~~nuclear~~fiscal ~~reactors if they become commercially available~~2025. AThe ~~customer~~relatively ~~with~~small ~~on-site~~contribution ~~generation~~that ~~can~~each ~~spend~~of asour ~~much~~product ascategories ~~30%~~makes ~~more~~to onour ~~electrical~~total ~~distribution~~revenue ~~equipment~~reduces ~~than~~the aimpact ~~customer~~ that isa ~~only~~change ~~connected~~in tocustomer ~~the~~preferences ~~grid,~~or ~~according~~market torequirements ~~BCE. Increasing investment~~ in ~~on-site~~a ~~generation~~particular ~~will~~product ~~result~~category incould ~~additional~~have ~~demand~~on ~~for~~our ~~electrical distribution equipment because these assets require additional electrical infrastructure~~business.

•Manufacturing ~~Replacement~~Depth of aging utility T&D infrastructure. Electrical distribution equipment used in the grid typically has a useful life of 25 to 40 years. According to NREL and ASCE, the majority of in-service electrical distribution equipment used in the grid is more than 30 years old. Demand for electrical distribution equipment is increasing as utilities seek to replace equipment that is approaching the end of its useful life. Investor-owned utility spending on T&D infrastructure has increased every year since 2010, according to the Edison Electric Institute.

~~Additionally~~In 2022, ~~BCE~~we ~~projects~~identified ~~that~~electrical ~~the~~distribution ~~market~~equipment ~~for~~as ~~custom~~a ~~products~~critical ~~where~~bottleneck wein ~~focus~~the ~~will~~digital ~~grow~~and ~~faster~~industrial ~~than the~~economies. ~~overall~~Following ~~market~~extensive ~~for~~analysis ~~electrical~~of ~~distribution~~the ~~equipment~~market, ~~with~~we ~~sales~~concluded ~~growing~~that at a ~~compound~~vertically ~~annual~~integrated ~~growth~~manufacturer ~~rate~~ of ~~approximately~~power ~~25%~~distribution ~~from~~equipment ~~2025~~with tothe ~~2030~~capacity asand aexpertise ~~result~~to ofproduce ~~rapid~~custom ~~growth~~products inat ~~technically~~scale ~~demanding~~could ~~applications~~address ~~such~~those asbottlenecks ~~data~~and ~~centers,~~grow ~~substations, BESS~~revenues ~~projects~~ and ~~energy-intensive~~profits ~~manufacturing~~rapidly ~~facilities~~as ~~where~~a ~~customization is often required~~result.

Our ~~Strengths~~work culminated in a series of targeted acquisitions that took place over an eight-month period followed by an approximately $205 million, 1.8 million square foot manufacturing capacity expansion plan across five new manufacturing campuses located in Minnesota, Texas, Maryland, California and Mexico. Our manufacturing campuses and processes are designed to be flexible, enabling us to rapidly change what we produce or ramp up or down our production in a particular location without disrupting our operations. We believe our manufacturing depth gives us the ability to:

We• ~~believe~~Take ~~our~~share ~~business~~from competitors that are capacity constrained. Electrical distribution equipment has become a ~~series~~bottleneck ofin ~~interrelated~~Data ~~strengths~~Center, ~~that~~Grid weand ~~refer~~Industrial tocustomers’ asexpansion ~~“product~~plans ~~breadth,”~~due ~~“manufacturing depth,”~~to ~~“solutions~~the ~~mindset,”~~long ~~“market~~lead ~~focus”~~times ~~and~~required ~~“aligned~~for ~~leadership~~new equipment.” ~~Together~~Our industry does not currently have enough capacity to meet demand, and we believe ~~these~~many ~~strengths~~of ~~differentiate~~our uscompetitors ~~from~~are ~~our~~capacity ~~competitors~~constrained, ~~position~~especially uswith respect to ~~grow~~their ~~faster~~ability ~~than~~to ~~the~~produce ~~overall~~engineered-to-order ~~electrical distribution~~products. ~~equipment~~We ~~market~~currently ~~and~~have ~~enable~~sufficient usmanufacturing capacity to ~~earn~~meet ~~higher~~customer ~~margins~~demand, ~~than~~and we believe we are taking share from our ~~peers.~~competitors who are unable to deliver products on customers’ required timelines.

7• Rapidly change the mix of products that we produce or shift production between plants to respond to market demand. We have the capability to manufacture all of the products we sell for any of the end markets we serve in at least two of our campuses. We believe our capability to produce the same products in multiple campuses enables us to optimize our capacity utilization and delivery timelines as well as respond to any unforeseen production constraints in a particular location.

~~Table~~• Capture additional margin through vertically integrated transformer manufacturing. The price of ~~Contents~~transformers has increased significantly over the past several years. We manufacture nearly all of the transformers that we use in our products in-house while many of our competitors rely on third-party suppliers. As a result, we believe we have a cost advantage relative to our competitors that do not manufacture transformers in house.

~~Product~~• ~~Breadth~~Continue our growth without requiring significant additional capital investment. We are in the final stages of completing the manufacturing capacity expansion plan we initiated in 2023. We believe the capacity we have added will enable us to more than triple our fiscal 2025 production volume by the end of calendar 2026 and give us the footprint to support up to $5 billion of annual revenues. We do not currently expect to make significant additional investments to expand our capacity after fiscal 2026.

We• ~~manufacture~~Navigate ~~every~~a ~~major~~dynamic ~~category~~trade ofpolicy ~~electrical~~environment ~~distribution~~with ~~equipment,~~scaled ~~and~~manufacturing wein ~~believe~~both wethe ~~have~~United ~~one~~States ofand ~~the~~Mexico. ~~most~~We ~~comprehensive~~have ~~product portfolios~~the ~~available~~flexibility ~~for~~to ~~Data~~shift ~~Center,~~production ~~Grid~~between ~~and~~our ~~Industrial~~manufacturing ~~applications~~campuses in the United States. Weand ~~believe~~Mexico to minimize the effect that tariffs, import duties, domestic content requirements or other trade regulations have on the cost of our ~~product~~products. ~~breadth~~Additionally, ~~gives~~we ushave the ~~ability~~capability to: produce both components and finished products in Mexico which allows us to optimize our production for both labor costs and tariffs.

•9 Capture market share by optimizing customers’ electrical infrastructure in ways that are challenging for competitors to replicate. Data centers, power plants and industrial facilities have complex design requirements for their electrical infrastructure that can be met in multiple ways using different specifications and combinations of electrical distribution equipment. As a manufacturer of every major category of electrical distribution equipment with the capability to customize all of them, we excel at identifying the particular specification and combination of equipment that optimizes for performance, lead time and cost, giving us an edge over competitors with less product breadth.

•For ~~Win~~more ~~customers~~information ~~that~~regarding ~~value~~our ~~speed~~manufacturing ~~and~~capabilities simplicity by delivering the benefits of a single-source relationship. We believe many customers prefer to purchase all of the electrical distribution equipment required for their project from one supplier because of the streamlined design process, seamless integration of products, uniform lead times and ~~payment~~capacity ~~terms~~expansion, ~~and~~see ~~the unambiguous accountability that a single-source relationship provides~~“Business—Manufacturing.” ~~The breadth of our product portfolio allows our customers to purchase all of the electrical distribution equipment they need from us rather than having to rely on multiple suppliers.~~

•Solutions ~~Leverage~~Mindset our ability to deliver the entire powertrain to grow sales to data centers. Technology companies and data center operators are under pressure from their customers and shareholders to build new data centers faster to meet surging demand for cloud computing and AI, and are seeking solutions that can help them shorten construction timelines. As one of the only companies in the United States that manufactures medium voltage switchgear, dry type transformers, low voltage switchboards, PDUs, RPPs, tap boxes, ATSs and generator connection cabinets, we can provide a data center’s entire powertrain with a guaranteed delivery date.

•The ~~Use~~rapidly ~~complex,~~evolving ~~long~~requirements ~~lead~~of ~~time~~electrical ~~products~~infrastructure ~~like~~coupled ~~medium~~with ~~voltage~~the ~~switchgear~~pressure ~~and dry type transformers~~ to ~~“pull~~meet ~~through”~~tight ~~other~~deployment ~~product~~timelines ~~categories.~~has ~~Medium~~made ~~voltage~~it ~~switchgear~~more ~~and~~challenging ~~dry~~for ~~type~~customers ~~transformers~~to ~~are~~specify ~~some of~~ the ~~most challenging categories of~~ electrical distribution equipment tothey ~~manufacture~~need ~~because~~for oftheir ~~the~~projects. ~~complex~~We ~~engineering,~~have ~~specialized~~oriented ~~labor~~our ~~and~~product ~~third-party certifications required. As a result~~development, ~~there~~marketing ~~are~~and ~~significantly~~sales ~~fewer~~efforts ~~manufacturers~~to ofaddress ~~these~~the ~~products~~issues ~~than~~that ~~there~~we ~~are~~believe ofour ~~other~~customers ~~types~~care ofmost ~~electrical distribution equipment~~about—performance, ~~which~~lead ~~creates~~time ~~long~~and ~~lead~~cost—rather ~~times~~than ~~for~~to ~~these~~sell individual products. We believe ~~many~~our ~~customers~~solutions ~~choose~~mindset togives ~~purchase~~us ~~all of~~ the ~~electrical distribution products they need for their project from us because of our~~ ability to: ~~provide medium voltage switchgear and dry type transformers with shorter lead times.~~

• ~~Earn~~Generate ~~more~~higher ~~margin~~margins onby ~~prefabricated~~delivering engineered-to-order products. ~~like~~We ~~eHouses~~believe ~~and~~we ~~power~~are ~~skids~~one ~~while~~of ~~delivering~~the ~~shorter~~largest ~~lead~~providers ~~times~~of custom, ~~greater~~engineered-to-order ~~customization~~electrical ~~and~~distribution ~~higher~~equipment ~~quality~~in ~~than~~the ~~competitors~~United States. WeIn ~~manufacture~~fiscal ~~the~~2025, ~~majority~~we ofgenerated ~~the~~approximately ~~products~~91% ~~that~~of ~~typically~~our gorevenues ~~into~~from ~~eHouses~~Custom Products and ~~power~~Powertrain ~~skids~~Solutions, ~~in-house.~~which Wewe believe ~~this~~is ~~ability~~a ~~allows~~significantly ushigher topercentage ~~earn~~than ~~more~~many ~~margin~~of ~~than~~our competitors ~~that~~and ~~have~~the toindustry ~~purchase~~as ~~and~~a ~~integrate~~whole. ~~equipment~~Custom ~~from~~Products ~~third~~and ~~parties~~Powertrain ~~while~~Solutions ~~offering~~typically ~~customers~~generate ~~shorter~~higher ~~lead~~gross ~~times,~~profit ~~greater~~margins ~~levels~~than ofStandard ~~customization~~Products, ~~guaranteed~~and ~~quality~~we ~~and~~believe ~~warranty~~our ~~and~~focus ~~service~~on ~~support~~these ~~through~~products allows us ~~rather~~to generate higher Adjusted EBITDA margins than ~~multiple~~many ~~equipment~~of ~~vendors~~our competitors.

• ~~Leverage~~Capture ~~extensive~~more ULwallet ~~certifications~~share toby ~~accelerate~~influencing ~~product~~purchasing ~~development~~decisions early in the procurement process. ~~Certifying~~Our asales ~~new~~team ~~product~~and ~~family~~application ~~can~~engineers ~~require~~work ~~more~~closely ~~than~~with acustomers ~~year~~early in the procurement process to define system requirements and adetermine ~~significant~~equipment ~~investment~~needs. inDuring ~~engineering~~this ~~development~~process, ~~prototype~~we ~~production,~~have ~~testing~~an inopportunity ato ~~nationally~~influence ~~recognized~~both ~~testing~~the ~~lab~~design of the customer’s electrical infrastructure and ULproducts ~~fees~~specified. WeAdditionally, we often have ~~obtained~~an ULopportunity ~~certifications~~to suggest products for ~~more~~portions ~~than~~of 20the ~~product~~customer’s ~~families,~~electrical ~~which~~infrastructure ~~enables~~that usare tobeyond ~~rapidly~~the ~~certify~~scope aof ~~wide~~the ~~range~~initial ofprocurement. ~~products,~~We ~~including~~believe ~~improvements~~our early engagement with our customers allows us to ~~existing~~maximize ~~designs~~our share of their total spending on electrical distribution equipment.

8• Build close relationships with customers that result in repeat business. The significant interaction we have with customers during the engineering process creates close relationships between our sales and application engineering teams and key decision-makers at our customers. We believe those relationships increase the likelihood that customers will purchase additional products from us in the future.

~~Table~~• Transition customers to prefabricated solutions that expand our addressable market, increase our revenue potential and drive higher margins. The time and cost required to install electrical infrastructure in the field has risen significantly over the past decade as a result of ~~Contents~~low labor availability and rapidly rising wage rates for electricians and other craftworkers. We offer solutions that shift labor from the field to the factory by kitting components that will be installed together and delivering eHouses and power skids. Selling eHouses, power skids and kitted solutions increases the size of our addressable market because the additional labor content in these products makes their prices significantly higher than the sum of the equipment that is included in them.

•Market ~~Benefit~~Focus from product diversity and be less reliant on single product categories than some of our competitors. No single product category generated more than 13% of our revenues in fiscal 2025. The relatively small contribution that each of our product categories makes to our total revenue reduces the impact that a change in customer preferences or market requirements in a particular product category could have on our business.

~~Manufacturing~~We ~~Depth~~focus on three high-growth end markets: Data Centers, Grid and Industrial. We believe demand for electrical distribution equipment from these end markets is growing faster than overall demand for electrical distribution equipment. We believe our market focus gives us the ability to:

In• ~~2022,~~Grow weour ~~identified~~revenues ~~electrical~~faster ~~distribution~~than ~~equipment~~the asoverall amarket ~~critical~~for ~~bottleneck~~electrical indistribution ~~the digital and industrial economies~~equipment. ~~Following~~Investment ~~extensive analysis~~in ofdata ~~the market~~centers, wemanufacturing ~~concluded~~and ~~that a vertically integrated manufacturer of power distribution equipment with~~ the ~~capacity~~grid ~~and~~has ~~expertise~~been togrowing ~~produce~~significantly ~~custom~~faster ~~products~~than atoverall ~~scale~~non-residential ~~could~~investment ~~address~~in ~~those~~the ~~bottlenecks~~United ~~and~~States. ~~grow~~For ~~revenues~~example, ~~and~~from ~~profits~~2020 ~~rapidly as~~to a2025, ~~result.~~investment in

~~Our~~10 work culminated in a series of targeted acquisitions that took place over an eight-month period followed by an approximately $205 million, 1.8 million square foot manufacturing capacity expansion plan across five new manufacturing campuses located in Minnesota, Texas, Maryland, California and Mexico. Our manufacturing campuses and processes are designed to be flexible, enabling us to rapidly change what we produce or ramp up or down our production in a particular location without disrupting our operations. We believe our manufacturing depth gives us the ability to:

•new ~~Take~~data ~~share~~centers, ~~from~~power ~~competitors~~plants, ~~that~~T&D ~~are~~infrastructure ~~capacity~~and ~~constrained.~~manufacturing ~~Electrical~~plants ~~distribution~~grew ~~equipment~~at ~~has~~compound ~~become~~annual agrowth ~~bottleneck~~rates inof ~~Data~~27%, ~~Center~~15%, ~~Grid~~11% and ~~Industrial~~17%, ~~customers’~~respectively, ~~expansion~~compared ~~plans due~~ to ~~the~~9% ~~long lead times required~~ for ~~new~~overall ~~equipment.~~non-residential ~~Our~~investment, ~~industry~~according ~~does not currently have enough capacity~~ to ~~meet demand~~Omdia, ~~and~~Wood ~~we believe many of our competitors are capacity constrained~~Mackenzie, ~~especially~~BCE ~~with~~and ~~respect~~Dodge toConstruction ~~their ability to produce engineered-to-order products~~Network. We ~~currently~~believe ~~have~~our ~~sufficient~~focus ~~manufacturing~~on ~~capacity~~markets towhere ~~meet~~investment ~~customer~~is ~~demand,~~growing ~~and~~faster wethan ~~believe~~overall wenon-residential ~~are~~investment ~~taking~~will ~~share~~allow ~~from~~us ~~our~~to ~~competitors~~grow ~~who~~faster ~~are~~than ~~unable~~the tooverall ~~deliver~~market ~~products~~for onelectrical ~~customers’~~distribution ~~required timelines~~equipment.

• ~~Rapidly~~Earn ~~change~~more ~~the~~margin ~~mix~~by ofserving ~~products~~customers that weprioritize ~~produce~~speed orand ~~shift~~performance ~~production~~over ~~between~~price. We believe customers building data centers, power plants, toT&D ~~respond~~infrastructure toand ~~market~~energy-intensive ~~demand.~~manufacturing Wefacilities ~~have~~prioritize ~~the~~lead ~~capability~~times toand ~~manufacture~~performance ~~all~~over ofprice ~~the~~when ~~products~~they weselect ~~sell~~electrical ~~for~~distribution ~~any~~equipment because of the ~~end~~importance ~~markets~~that wetime-to-market ~~serve~~and inuptime atplay ~~least~~in ~~two~~the success of ~~our~~their ~~campuses~~businesses. We ~~believe~~generated 84% of our ~~capability~~fiscal to2025 ~~produce~~revenues from the ~~same~~Data ~~products~~Center, inGrid ~~multiple~~and ~~campuses~~Industrial markets. We believe our focus on these end markets enables us to ~~optimize~~earn ~~our~~more ~~capacity~~margin ~~utilization~~than ~~and~~competitors ~~delivery~~who ~~timelines~~focus ason ~~well~~other asmarkets ~~respond~~or toderive ~~any~~a ~~unforeseen~~smaller ~~production~~percentage ~~constraints~~of intheir arevenues ~~particular~~from ~~location~~the Data Center, Grid or Industrial markets than we do.

• ~~Capture~~Use ~~additional~~customization ~~margin~~and ~~through~~lead ~~vertically~~time ~~integrated~~as ~~transformer~~barriers ~~manufacturing.~~to ~~The~~entry ~~price~~for ofoverseas ~~transformers~~competition. ~~has~~Electrical ~~increased~~distribution ~~significantly~~equipment ~~over~~for ~~the~~data ~~past~~centers ~~several~~and ~~years.~~energy-intensive Weindustrial ~~manufacture~~facilities ~~nearly~~is ~~all~~typically ofspecified in the ~~transformers~~later ~~that~~stages weof ~~use~~design inand ~~our~~many ~~products~~customers ~~in-house~~continue ~~while~~to ~~many~~refine oftheir ~~our~~specifications ~~competitors~~after ~~rely~~construction onof ~~third-party~~the ~~suppliers~~facility has started. As a result, wecustomers ~~believe~~prioritize weflexibility and lead times from electrical distribution equipment vendors. Overseas manufacturers have a ~~cost~~difficult ~~advantage~~time ~~relative~~meeting the needs of these customers because providing the level of application engineering required is challenging without local personnel who are close to ~~our~~the ~~competitors~~customer; ~~that~~it dois not ~~manufacture~~possible ~~transformers~~to inhold ~~house~~inventory of custom products; and shipping products across oceans economically can take several weeks.

• ~~Continue~~Benefit ~~our~~from more consistent market growth ~~without~~than ~~requiring~~competitors ~~significant~~with ~~additional~~greater ~~capital~~exposure ~~investment.~~to Weeconomically ~~are~~sensitive insectors. ~~the~~We ~~final~~generated ~~stages~~65% of ~~completing~~our ~~the~~fiscal ~~manufacturing~~2025 ~~capacity~~revenues ~~expansion~~from ~~plan~~the weData ~~initiated~~Center inand ~~2023~~Grid markets. We believe ~~the~~these ~~capacity~~markets weare ~~have~~less ~~added~~economically ~~will~~sensitive ~~enable~~than usother tosegments ~~more~~of ~~than~~the ~~triple~~economy. We believe the significant proportion of our ~~fiscal~~revenue ~~2025~~that ~~production~~we ~~volume~~generate byfrom the ~~end~~Data ofCenter ~~calendar~~and ~~2026~~Grid ~~and~~markets ~~give~~makes us ~~the~~less ~~footprint~~sensitive to ~~support~~economic upcycles tothan $5our ~~billion~~competitors ofwho ~~annual~~focus ~~revenues.~~on Wesectors dothat ~~not~~have ~~currently~~a ~~expect~~higher correlation to ~~make~~GDP ~~significant~~growth, ~~additional~~including ~~investments~~commercial tooffice ~~expand~~buildings ~~our~~and ~~capacity~~residential ~~after fiscal 2026~~construction.

•Aligned ~~Navigate~~Leadership a dynamic trade policy environment with scaled manufacturing in both the United States and Mexico. We have the flexibility to shift production between our manufacturing campuses in the United States and Mexico to minimize the effect that tariffs, import duties, domestic content requirements or other trade regulations have on the cost of our products. Additionally, we have the capability to produce both components and finished products in Mexico which allows us to optimize our production for both labor costs and tariffs.

9We believe our management team’s skills, experience and incentives are aligned with our business goals. We believe our aligned leadership gives us the ability to:

~~Table~~• Rapidly scale our business by leveraging the past experience and relationships of ~~Contents~~our leadership team. Our executives have significant experience manufacturing, selling and purchasing electrical and industrial products at both our company and prior employers, including Vertiv Holdings Co., Schneider Electric SE, Digital Realty Trust, Inc., Caterpillar Inc., General Electric Company, Johnson Controls International plc, Danaher Corporation and HP Inc. Our Chief Executive Officer and director, Gary J. Niederpruem, was a key member of the leadership team that led the carve-out of Emerson Network Power from Emerson Electric Company and the transformation of that business into Vertiv Holdings Co., one of the world’s leading, “publicly-traded” data center equipment companies. Our Chief Financial Officer, Ryan S. Fiedler, was a key member of Caterpillar Inc.’s senior leadership team for over 14 years, including most recently as Chief Financial Officer of Caterpillar Inc.’s Resource Industries segment which generated $12.4 billion of sales in 2024. Our Chief Commercial Officer, Bobby Rogers, was a key member of Schneider Electric SE’s commercial team for over 16 years, including most recently as Vice President of Data Center Strategic Account Sales, where he led North American data center sales across the entire organization. Additionally, our salesforce as of

~~For~~11 ~~more information regarding our manufacturing capabilities and capacity expansion, see “Business—Manufacturing.”~~

~~Solutions~~November ~~Mindset~~30, 2025 had an average tenure in our industry of 17 years, and approximately 78% of our sales professionals have prior experience with other electrical distribution equipment OEMs, manufacturer’s representatives or distributors.

~~The~~• ~~rapidly~~Drive ~~evolving~~results ~~requirements~~that benefit our shareholders. The majority of ~~electrical~~our ~~infrastructure~~senior ~~coupled~~leadership ~~with~~teams’ ~~the~~compensation ~~pressure~~is performance-based, including equity incentives tied to ~~meet~~specific ~~tight~~financial ~~deployment~~goals ~~timelines~~such ~~has~~as ~~made~~Adjusted itEBITDA ~~more challenging~~growth. ~~for~~On ~~customers~~average, toapproximately ~~specify~~44% of the ~~electrical~~total ~~distribution~~cash ~~equipment~~compensation ~~they~~that ~~need~~our executives are eligible for ~~their~~is ~~projects.~~tied Weto ~~have~~the ~~oriented~~achievement ~~our~~of ~~product~~specific ~~development~~financial performance targets, ~~marketing~~including revenue and ~~sales~~Adjusted ~~efforts~~EBITDA, toset ~~address~~by ~~the~~our ~~issues~~board ~~that~~of wedirectors. ~~believe~~We ~~our~~also ~~customers~~have ~~care~~a ~~most about—performance,~~broad ~~lead~~based ~~time~~equity ~~and~~incentive ~~cost—rather~~plan ~~than~~that toincludes ~~sell~~all ~~individual~~of ~~products.~~our Wemanagement and supervisory personnel, which we believe ~~our~~aligns ~~solutions~~their ~~mindset~~personal ~~gives~~wealth uscreation ~~the~~with ~~ability~~that ~~to:~~of our shareholders.

•While ~~Generate~~we ~~higher margins by delivering engineered-to-order products. We~~ believe wethese ~~are~~strengths ~~one~~will ofenable ~~the~~us ~~largest providers of custom, engineered-~~to~~-order~~ ~~electrical~~compete ~~distribution equipment in the United States. In fiscal 2025~~effectively, wethere ~~generated~~are ~~approximately~~various ~~91%~~factors ofthat ~~our~~could ~~revenues~~materially ~~from Custom Products~~ and ~~Powertrain~~adversely ~~Solutions,~~affect ~~which we believe is a significantly higher percentage than many of~~ our ~~competitors~~competitive ~~and the industry as a whole~~position. ~~Custom~~See ~~Products~~“—Summary ~~and~~Risk ~~Powertrain~~Factors” ~~Solutions typically generate higher gross profit margins than Standard Products,~~ and we“Risk ~~believe our focus on these products allows us to generate higher Adjusted EBITDA margins than many of our competitors~~Factors.”

~~• Capture more wallet share by influencing purchasing decisions early in the procurement process.~~ Our ~~sales~~Growth ~~team~~Strategy and application engineers work closely with customers early in the procurement process to define system requirements and determine equipment needs. During this process, we have an opportunity to influence both the design of the customer’s electrical infrastructure and products specified. Additionally, we often have an opportunity to suggest products for portions of the customer’s electrical infrastructure that are beyond the scope of the initial procurement. We believe our early engagement with our customers allows us to maximize our share of their total spending on electrical distribution equipment.

•We ~~Build close relationships with customers that result in repeat business. The significant interaction we~~ have ~~with~~developed ~~customers during~~ the ~~engineering~~following ~~process~~near- ~~creates close relationships between our sales~~ and ~~application~~long-term ~~engineering~~strategies ~~teams~~to ~~and~~continue ~~key~~to ~~decision-makers~~grow at our ~~customers.~~revenues Weand ~~believe~~profits: ~~those relationships increase the likelihood that customers will purchase additional products from us in the future.~~

•Near-term Transition customers to prefabricated solutions that expand our addressable market, increase our revenue potential and drive higher margins. The time and cost required to install electrical infrastructure in the field has risen significantly over the past decade as a result of low labor availability and rapidly rising wage rates for electricians and other craftworkers. We offer solutions that shift labor from the field to the factory by kitting components that will be installed together and delivering eHouses and power skids. Selling eHouses, power skids and kitted solutions increases the size of our addressable market because the additional labor content in these products makes their prices significantly higher than the sum of the equipment that is included in them.

~~Market~~• ~~Focus~~Strategically use our new capacity to capture market share. We believe the recent investments we made in manufacturing capacity have positioned us to accept orders and offer lead times that many of our competitors cannot. According to BCE, our lead times for substation transformers, eHouses, medium voltage switchgear and padmount transformers were approximately 65%, 34%, 43% and 33% shorter, respectively, than the industry average for these products according to an assessment they conducted in November 2025. Our strategy is to use our capacity to win new customers who prioritize lead times, including large technology companies, data center operators, independent power producers and manufacturers that are adding capacity in the United States. For example, we have increased our sales to utilities from less than $50 million in fiscal 2024 to approximately $110 million in fiscal 2025, and our average sales per utility customer has increased from $1.7 million in fiscal 2024 to $3.2 million in fiscal 2025. Additionally, we added more than 200 new customers in fiscal 2025 and approximately 41% of our Backlog as of December 31, 2025 was comprised of orders from new customers.

We• ~~focus~~Expand onour ~~three high-growth~~addressable ~~end~~market ~~markets:~~by ~~Data~~offering ~~Centers,~~more ~~Grid~~prefabricated ~~and Industrial~~solutions. We believe ~~demand~~we ~~for~~are ~~electrical~~a ~~distribution~~leader ~~equipment~~in developing solutions that shift labor from ~~these~~the ~~end~~field ~~markets~~to isthe ~~growing~~factory ~~faster~~by ~~than~~delivering ~~overall~~complete ~~demand~~systems ~~for~~on ~~electrical~~skids, ~~distribution~~providing ~~equipment~~various types of eHouses and kitting components that will be installed together. WeOur strategy is to further expand these offerings over time which we believe ~~our~~will enable us to capture more revenue on each project as well as gain market ~~focus~~share, ~~gives us~~particularly with customers in labor constrained markets that place high value on speed of installation. From fiscal 2024 to fiscal 2025 the ~~ability~~percentage of our revenues from Powertrain Solutions increased from 4% to: 13%, reflecting growing sales of our prefabricated solutions.

• ~~Grow~~Increase average order sizes and grow our ~~revenues~~share ~~faster~~of ~~than~~wallet. We provide all of the ~~overall~~products ~~market~~required for ~~electrical~~a ~~distribution~~data ~~equipment~~center or manufacturing facility’s powertrain. ~~Investment~~Our instrategy ~~data~~is ~~centers~~to increase the number and type of products we sell to each customer, ~~manufacturing~~which will enable us to increase our revenues. A key element of our strategy to increase wallet share is to use medium voltage equipment, which is manufactured by a small number of companies and typically has long lead times, to pull through sales of low voltage equipment. Our goal is to sell the ~~grid~~same ~~has~~ratio ~~been~~of ~~growing~~low ~~significantly~~voltage ~~faster~~equipment ~~than~~to ~~overall~~medium ~~non-residential~~voltage ~~investment~~equipment as is typically purchased by customers in the ~~United~~end ~~States~~markets we serve. For example, ~~from~~the ~~2020~~typical ratio of low to medium voltage equipment purchased by a new data center and industrial facility is 6.5-7x and 1.5-2x, respectively, according to BCE. In fiscal 2025, ~~investment~~our ratio of low to medium voltage equipment sales in the Data Center and Industrial end markets was 2.2x and 0.2x, respectively, and our overall

1012

~~Table~~ratio of ~~Contents~~low to medium voltage sales was 0.7x. A one turn increase in our low to medium voltage ratio could have added nearly $400 million of incremental revenue in fiscal 2025. Our average customer spend has increased from approximately $493,000 in fiscal 2024 to approximately $820,000 in fiscal 2025, and from approximately $616,000 in the twelve months ended December 31, 2024 to approximately $1,222,000 in the twelve months ended December 31, 2025.

• Introduce new ~~data~~products ~~centers~~and solutions, ~~power~~particularly ~~plants,~~for ~~T&D~~data ~~infrastructure~~center applications. Our strategy is to continue to grow our revenues and ~~manufacturing~~market ~~plants~~share ~~grew~~in atthe ~~compound~~Data ~~annual~~Center ~~growth~~market ~~rates~~by introducing new products and solutions that meet evolving market needs. The computational demands of ~~27%~~AI, ~~15%,~~machine ~~11%~~learning and ~~17%,~~high-performance ~~respectively,~~computing ~~compared~~require topacking 9%clusters ~~for~~of ~~overall non~~high-~~residential~~performance ~~investment,~~chips ~~according~~into toa ~~Omdia~~small space, ~~Wood~~which ~~Mackenzie,~~results ~~BCE~~in ~~and~~greater ~~Dodge~~power ~~Construction~~consumption ~~Network~~per rack. WeIncreasing ~~believe~~power ~~our~~density ~~focus~~per onrack ~~markets~~creates ~~where~~opportunities ~~investment~~for isnew ~~growing~~approaches ~~faster~~to ~~than~~the ~~overall~~data ~~non-residential~~center ~~investment~~powertrain. ~~will~~Our ~~allow~~strategy usis to ~~grow~~meet ~~faster~~data ~~than~~centers’ ~~the~~evolving ~~overall~~demands ~~market~~through ~~for~~innovative ~~electrical~~design ~~distribution~~and ~~equipment~~close collaboration with key channel partners and customers that are shaping future powertrain design.

• ~~Earn~~Expand ~~more~~service ~~margin~~offerings. byWe ~~serving~~currently ~~customers~~provide ~~that~~commissioning ~~prioritize~~and ~~speed~~some ~~and~~maintenance ~~performance~~services ~~over~~for ~~price~~our products. We ~~believe~~generated ~~customers~~4% ~~building~~of ~~data~~our ~~centers,~~revenues ~~power~~from ~~plants,~~services ~~T&D~~in ~~infrastructure~~fiscal ~~and~~2025. ~~energy-intensive~~Our ~~manufacturing~~strategy ~~facilities~~is ~~prioritize~~to ~~lead~~increase ~~times~~the ~~and~~revenues ~~performance~~we ~~over~~generate ~~price~~from ~~when~~services ~~they~~by ~~select~~expanding ~~electrical distribution equipment because of~~ the ~~importance~~maintenance ~~that time-to-market~~ and ~~uptime~~repair ~~play~~services inthat ~~the~~we ~~success~~provide offor ~~their~~our ~~businesses~~products. We ~~generated~~intend ~~84%~~to ofexpand our ~~fiscal~~service ~~2025~~offerings ~~revenues from the Data Center, Grid~~ and ~~Industrial~~increase ~~markets. We believe~~ our ~~focus~~revenues onfrom ~~these~~service ~~end~~by ~~markets~~hiring ~~enables~~additional usservice toteams, ~~earn~~implementing ~~more~~incentives ~~margin~~for ~~than~~our ~~competitors~~salesforce ~~who~~to ~~focus~~sell onservice ~~other~~contracts ~~markets~~and orraising ~~derive~~awareness ~~a smaller percentage~~ of ~~their~~our ~~revenues~~service ~~from~~capabilities ~~the~~among ~~Data~~our ~~Center,~~existing ~~Grid or Industrial markets than we do~~customers.

~~• Use customization and lead time as barriers to entry for overseas competition. Electrical distribution equipment for data centers and energy~~Long-~~intensive~~Term industrial facilities is typically specified in the later stages of design and many customers continue to refine their specifications after construction of the facility has started. As a result, customers prioritize flexibility and lead times from electrical distribution equipment vendors. Overseas manufacturers have a difficult time meeting the needs of these customers because providing the level of application engineering required is challenging without local personnel who are close to the customer; it is not possible to hold inventory of custom products; and shipping products across oceans economically can take several weeks.

• ~~Benefit~~Offer ~~from~~“upgrade” ~~more~~services ~~consistent~~for ~~market~~existing ~~growth~~data ~~than~~centers. ~~competitors~~While ~~with~~most ~~greater~~electrical ~~exposure~~distribution equipment typically has a useful life of 25 to ~~economically~~40 ~~sensitive~~years, ~~sectors.~~we Webelieve ~~generated~~many ~~65%~~existing ofdata ~~our~~centers ~~fiscal~~will ~~2025~~replace ~~revenues~~equipment ~~from~~prior to the ~~Data~~end ~~Center~~of ~~and~~its ~~Grid~~useful ~~markets.~~life Weto ~~believe~~enable ~~these~~greater ~~markets~~computing ~~are~~power ~~less~~in ~~economically~~the ~~sensitive~~same ~~than~~footprint. ~~other~~BCE ~~segments~~estimates that 27% of ~~the~~spending ~~economy~~on electrical distribution equipment by data centers will be for retrofits in 2030 compared with 15% in 2025. We believe ~~the~~retrofitting ~~significant~~existing ~~proportion~~data ofcenters ~~our~~is ~~revenue~~an ~~that~~attractive weopportunity ~~generate~~for ~~from~~us because the ~~Data~~amount ~~Center~~customers ~~and~~spend ~~Grid~~on ~~markets~~electrical ~~makes~~distribution usequipment ~~less~~for ~~sensitive~~a toretrofit ~~economic~~is ~~cycles~~almost ~~than~~as ~~our~~much ~~competitors~~as ~~who~~they ~~focus~~spend onfor ~~sectors~~a new facility. For example, BCE estimates that ~~have~~a new data center requires $3.1 million of electrical distribution equipment per MW of capacity while a ~~higher~~data ~~correlation~~center retrofit requires $2.5 million per MW of capacity. We intend to ~~GDP~~develop ~~growth,~~an ~~including~~upgrade ~~commercial~~service ~~office~~for ~~buildings~~existing ~~and~~data ~~residential~~centers ~~construction~~that will combine Custom Products and services.

~~Aligned~~• ~~Leadership~~Acquire companies that increase our scale, add customer relationships or expand our service capabilities. We intend to pursue acquisitions of other manufacturers of electrical distribution equipment and service companies that align with our focus on the Data Center, Grid and Industrial end markets.

We• ~~believe~~Expand ~~our~~internationally. ~~management~~In ~~team’s~~fiscal ~~skills~~2025, ~~experience~~substantially ~~and~~all ~~incentives~~of ~~are~~our ~~aligned~~revenues ~~with~~were ~~our~~generated ~~business~~from ~~goals~~customers located in North America. We ~~believe~~intend to grow our ~~aligned~~international ~~leadership gives~~sales usinitially by hiring international sales resources, entering partnerships with local companies that have existing relationships with key customers and acquiring established electrical distribution equipment providers and later by opening manufacturing campuses in the ~~ability~~regions ~~to:~~we target.

•We ~~Rapidly~~may ~~scale~~not ~~our~~be ~~business~~successful byin ~~leveraging~~implementing ~~the~~all ~~past~~aspects ~~experience and relationships~~ of our ~~leadership~~growth ~~team~~strategy. ~~Our~~See ~~executives~~“—Summary ~~have~~Risk ~~significant~~Factors” ~~experience manufacturing, selling~~ and purchasing electrical and industrial products at both our company and prior employers, including Vertiv Holdings Co., Schneider Electric SE, Digital Realty Trust, Inc., Caterpillar Inc., General Electric Company, Johnson Controls International plc, Danaher Corporation and HP Inc. Our Chief Executive Officer and director, Gary J. Niederpruem, was a key member of the leadership team that led the carve-out of Emerson Network Power from Emerson Electric Company and the transformation of that business into Vertiv Holdings Co., one of the world’s leading, “~~publicly-traded~~Risk Factors” ~~data~~elsewhere center equipment companies. Our Chief Financial Officer, Ryan S. Fiedler, was a key member of Caterpillar Inc.’s senior leadership team for over 14 years, including most recently as Chief Financial Officer of Caterpillar Inc.’s Resource Industries segment which generated $12.4 billion of sales in ~~2024.~~this ~~Our~~prospectus ~~Chief Commercial Officer, Bobby Rogers, was a key member of Schneider Electric SE’s commercial team~~ for ~~over~~risks 16associated ~~years,~~with ~~including~~our ~~most~~ability ~~recently~~to ~~Vice~~execute ~~President~~our ofgrowth ~~Data Center Strategic Account Sales where he led North American data center sales across the entire organization~~strategy. ~~Additionally, our salesforce as of~~

1113

~~Table~~Summary ofRisk ~~Contents~~Factors

~~November~~Our 30business and our ability to execute our strategy are subject to many risks. Before making a decision to invest in the Class A common stock, ~~2025~~you ~~had~~should ancarefully ~~average~~consider ~~tenure~~all of the risks and uncertainties described in ~~our~~the ~~industry~~section of 17this ~~years~~prospectus captioned “Risk Factors” immediately following this Prospectus Summary and all of the other information in this prospectus. In addition, while we have summarized our strengths and ~~approximately~~growth ~~78%~~strategy ofabove, there are numerous risks and uncertainties that may prevent us from capitalizing on these strengths or successfully executing our ~~sales~~growth ~~professionals~~strategy. In particular, our level of indebtedness could have ~~prior~~important ~~experience~~consequences ~~with~~to ~~other~~you ~~electrical~~and ~~distribution~~significant ~~equipment~~effects ~~OEMs,~~on ~~manufacturer’s~~our ~~representatives~~business. Our agreements evidencing or ~~distributors~~governing our current or future indebtedness may contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. In addition, we will be required to make payments under the Tax Receivable Agreement, and the amounts of such payments could be significant. Some of our most significant risks include, but are not limited to, the following:

• ~~Drive~~if ~~results~~there ~~that~~is ~~benefit~~less ~~our~~demand ~~shareholders. The majority of our senior leadership teams’ compensation is performance-based~~for, ~~including~~or ~~equity~~greater ~~incentives~~supply ~~tied to specific financial goals such as Adjusted EBITDA growth. On average~~of, ~~approximately~~electrical ~~44%~~distribution ofequipment ~~the~~in ~~total cash compensation that our executives are eligible for is tied to~~ the ~~achievement of specific financial performance targets~~future, ~~including~~the ~~revenue~~price ~~and Adjusted EBITDA, set by our board~~ of ~~directors.~~electrical Wedistribution ~~also~~equipment ~~have~~could adecline ~~broad~~which ~~based~~would ~~equity~~adversely ~~incentive~~impact ~~plan~~both ~~that includes all of~~ our ~~management~~revenue growth and ~~supervisory~~profit ~~personnel, which we believe aligns their personal wealth creation with that of our shareholders.~~margins;

~~While~~• weif ~~believe~~the ~~these~~prices ~~strengths~~of ~~will enable~~electrical ussteel, tocarbon ~~compete effectively~~steel, ~~there~~aluminum ~~are~~or ~~various~~copper ~~factors~~increase ~~that~~in ~~could~~the ~~materially~~future and ~~adversely~~we ~~affect~~are ~~our~~unable ~~competitive~~to ~~position.~~pass ~~See~~those ~~“—Summary~~increases ~~Risk~~on ~~Factors”~~to ~~and~~our ~~“Risk~~customers, ~~Factors.”~~our profit margins could be significantly impacted;

~~Our~~• ~~Growth~~our ~~Strategy~~cost of and access to raw materials and components from international vendors could be adversely impacted by changes in government policies, including the imposition of additional duties, tariffs and other charges on imports and exports or restrictions on purchases of components from certain foreign countries;

We• ~~have~~significant ~~developed~~ disruptions to our supply chain, including the ~~following~~high ~~near-~~cost or unavailability of raw materials and ~~long-term~~components ~~strategies~~required to ~~continue~~manufacture our products, and significant disruptions to ~~grow~~our distribution networks could have a material adverse effect on our ~~revenues~~business, financial condition and ~~profits:~~results of operations;

~~Near-term~~• our growth depends in part on continued investment in new data centers, which depends in part on continued interest in developing AI;

• ~~Strategically~~demand ~~use~~for our ~~new~~products capacity to capture market share. We believe the recent investments we made in manufacturing capacity have positioned us to accept orders and offer lead times that many of our competitors cannot. According to BCEdepends, our lead times for substation transformers, eHouses, medium voltage switchgear and padmount transformers were approximately 65%, 34%, 43% and 33% shorter, respectively, than the industry average for these products according to an assessment they conducted in ~~November 2025. Our strategy is to use our capacity to win new customers who prioritize lead times, including~~ large ~~technology companies~~part, ~~data~~on ~~center operators, independent power producers and manufacturers that are adding capacity in the United States. We added more than 200~~ new ~~customers~~construction inactivity ~~fiscal~~which ~~2025~~has ~~and~~declined ~~37%~~significantly ofduring ~~our~~past ~~Backlog as of September 30, 2025 was comprised of orders from new customers.~~recessions;

• ~~Expand~~any ~~our~~delay ~~addressable~~or ~~market~~interruption ~~by offering more prefabricated solutions. We believe we are a leader~~ in ~~developing solutions that shift labor from~~ the ~~field~~operations ~~to the factory by delivering complete systems on skids, providing various types~~ of ~~eHouses~~any and kitting components that will be installed together. Our strategy is to further expand these offerings over time which we believe will enable us to capture more revenue on each project as well as gain market share, particularly with customers in labor constrained markets that place high value on speed of ~~installation.~~our ~~From~~manufacturing ~~fiscal~~campuses ~~2024~~could toimpair ~~fiscal 2025 the percentage of~~ our ~~revenues~~ability ~~from~~to ~~Powertrain~~provide ~~Solutions~~products ~~increased from 4%~~ to ~~13%, reflecting growing sales of our prefabricated solutions.~~customers;

• ~~Increase~~if ~~average~~we ~~order~~are ~~sizes~~unable ~~and~~to ~~grow~~complete our ~~share~~expansion ofin ~~wallet. We provide all of~~ the ~~products~~timeframe ~~required~~we ~~for~~anticipate ~~a data center~~ or ~~manufacturing facility’s powertrain. Our strategy is to increase~~ the ~~number~~expansion ~~and~~does ~~type~~not ofgive ~~products we sell to each customer, which will enable~~ us to increase our revenues. A key element of our strategy to increase wallet share is to use medium voltage equipment, which is manufactured by a small number of companies and typically has long lead times, to pull through sales of low voltage equipment. Our goal is to sell the ~~same~~additional ~~ratio~~capacity ofthat ~~low voltage equipment to medium voltage equipment as is typically purchased by customers in the end markets~~ we ~~serve. For example~~expect, ~~the~~we ~~typical~~may ~~ratio~~not ofbe ~~low~~able to ~~medium~~achieve ~~voltage equipment purchased by a new data center and industrial facility is 6.5-7x and 1.5-2x, respectively, according to BCE. In fiscal 2025,~~ our ~~ratio~~anticipated level of ~~low to medium voltage equipment sales in the Data Center and Industrial end markets was 2.2x and 0.2x, respectively, and our overall~~growth;

12• amounts included in our Backlog may not result in the revenue or generate profits in the amount we expect or on the timeframe that we anticipate;

~~Table~~• ofwe ~~Contents~~operate in competitive environments, and our failure to compete successfully could cause us to lose market share;

~~ratio~~• ofany ~~low~~failure toof ~~medium~~our ~~voltage~~products ~~sales~~could ~~was~~subject ~~0.7x.~~us Ato ~~one~~substantial ~~turn~~liability, ~~increase~~including inproduct ~~our~~liability ~~fiscal~~claims, ~~2025~~which ~~low~~could todamage ~~medium~~our ~~voltage~~reputation ~~ratio~~or ~~would~~the ~~have~~reputation ~~added~~of ~~nearly~~one ~~$400~~or ~~million~~more of ~~incremental~~our ~~revenue. Our average customer spend has increased 65% from approximately $493,000 in fiscal 2024 to approximately $814,000 in fiscal 2025.~~brands;

• ~~Introduce~~the ~~new~~long ~~products~~sales ~~and~~cycles ~~solutions, particularly~~ for ~~data~~certain ~~center~~of ~~applications. Our strategy is to continue to grow~~ our ~~revenues~~electrical ~~and~~distribution ~~market share in the Data Center market by introducing new products and solutions that meet evolving market needs. The computational demands of AI~~equipment, ~~machine~~as ~~learning~~well ~~and~~as ~~high-performance~~unpredictable ~~computing~~placing ~~require~~or ~~packing~~canceling ~~clusters~~ of ~~high-performance~~customer ~~chips~~orders, ~~into~~particularly alarge ~~small space~~orders, ~~which~~may ~~results~~cause inour ~~greater~~revenues ~~power~~and ~~consumption~~operating ~~per~~results ~~rack. Increasing power density per rack creates opportunities for new approaches~~ to ~~the~~vary ~~data~~significantly ~~center~~from ~~powertrain. Our strategy is~~ quarter-to-quarter, ~~meet~~which ~~data~~could ~~centers’~~make ~~evolving~~our ~~demands~~future ~~through~~results ~~innovative~~of ~~design~~operations ~~and~~less ~~close collaboration with key channel partners and customers that are shaping future powertrain design.~~predictable;

•14 Expand service offerings. We currently provide commissioning and some maintenance services for our products. We generated 4% of our revenues from services in fiscal 2025. Our strategy is to increase the revenues we generate from services by expanding the maintenance and repair services that we provide for our products. We intend to expand our service offerings and increase our revenues from service by hiring additional service teams, implementing incentives for our salesforce to sell service contracts and raising awareness of our service capabilities among our existing customers.

~~Long-Term~~• if changing efficiency standards for transformers increases the cost of producing our transformer products and we are unable to pass these higher costs on to our customers, margins on our transformer products could decline;

• ~~Offer~~if ~~“upgrade”~~we ~~services~~fail ~~for~~to ~~existing~~motivate ~~data~~and ~~centers.~~retain ~~While~~our ~~most~~key ~~electrical~~personnel ~~distribution~~or ~~equipment~~if ~~typically~~we ~~has~~fail ato ~~useful~~attract ~~life~~additional ofqualified ~~25 to 40 years~~personnel, we ~~believe~~may ~~many~~not ~~existing~~be ~~data~~able ~~centers will replace equipment prior~~ to ~~the~~achieve ~~end~~our ofanticipated ~~its~~level ~~useful life to enable greater computing power in the same footprint. BCE estimates that 27%~~ of spending on electrical distribution equipment by data centers will be for retrofits in 2030 compared with 15% in 2025. We believe retrofitting existing data centers is an attractive opportunity for us because the amount customers spend on electrical distribution equipment for a retrofit is almost as much as they spend for a new facility. For example, BCE estimates that a new data center requires $3.1 million of electrical distribution equipment per MW of capacity while a data center retrofit requires $2.5 million per MW of capacity. We intend to develop an upgrade service for existing data centers that will combine Custom Products and services.growth;

• ~~Acquire~~changes ~~companies~~in ~~that~~technology ~~increase~~or ~~our scale, add~~ customer ~~relationships~~preferences orcould ~~expand~~result ~~our~~in ~~service~~less ~~capabilities.~~demand Wefor ~~intend~~certain tocategories ~~pursue acquisitions~~ of ~~other manufacturers of~~ electrical distribution equipment ~~and service companies that align with our focus on the Data Center, Grid and Industrial end markets.~~;

• ~~Expand~~large ~~internationally.~~companies Inoften ~~fiscal~~require ~~2025,~~more ~~substantially~~favorable ~~all~~terms ofand ~~our~~conditions ~~revenues~~in ~~were~~our ~~generated~~contracts, ~~from~~which ~~customers~~could ~~located~~result in ~~North~~downward ~~America.~~pricing Wepressures ~~intend~~on ~~to grow~~ our ~~international sales initially by hiring international sales resources~~business, ~~entering~~less ~~partnerships~~desirable ~~with~~payment ~~local~~terms ~~companies~~or ~~that~~greater ~~have~~warranty ~~existing relationships with key customers~~ and ~~acquiring~~contractual ~~established electrical distribution equipment providers and later by opening manufacturing campuses in the regions we target.~~obligations;

~~We may~~• ~~not~~our bestrategy ~~successful~~to inincrease ~~implementing~~our ~~all~~sales ~~aspects~~ of ~~our~~Powertrain ~~growth~~Solutions ~~strategy.~~could ~~See~~result ~~“—Summary~~in ~~Risk~~a ~~Factors”~~concentration of our sales with fewer customers and ~~“Risk~~a ~~Factors”~~significant ~~elsewhere~~reduction in ~~this~~orders ~~prospectus~~from ~~for~~any ~~risks~~one ~~associated~~of ~~with~~these ~~our~~customers ~~ability~~could toadversely ~~execute~~impact our ~~growth strategy.~~ business;

~~Recent~~• ~~Developments~~our operations and quality control could be disrupted if we encounter problems with outside vendors, subcontractors and third-party suppliers;

We• ~~are~~unexpected inevents, ~~the process~~such ofas ~~finalizing~~natural ~~our~~disasters, ~~results~~geopolitical asconflicts, ofpandemics, ~~and~~a ~~for~~volatile ~~the~~global ~~six~~economic ~~months~~environment, ~~ended~~inflation, ~~December~~high 31interest rates, ~~2025~~a ~~(the~~potential ~~“Preliminary~~recession Q2and ~~2026~~other ~~Information”).~~events Webeyond ~~have~~our ~~presented~~control, ~~below~~may ~~ranges~~increase our cost of ~~certain~~doing ~~unaudited~~business ~~preliminary~~or ~~results~~disrupt as our operations;

13• the integration of the Business Acquisitions poses risks to the operation of our business;

~~Table~~• ofenvironmental, ~~Contents~~health and safety (“EHS”) laws and regulations could result in substantial costs and liabilities;

of• ~~December 31, 2025 and for~~ the ~~six~~impact ~~months~~of ~~ended~~import ~~December~~or ~~31,~~export ~~2025,~~laws ascould ~~well~~have asa ~~the~~material ~~results~~adverse ~~for~~effect ~~the~~on ~~comparative period for the six months ended December 31, 2024. The Preliminary Q2 2026 Information reflects~~ our ~~preliminary estimates with respect to our results as of and for the six months ended December 31~~business, ~~2025 based on currently available information and does not present all necessary information for an understanding of our~~ financial condition ~~as of~~ and ~~for~~results ~~the~~of ~~six months ended December 31, 2025.~~ operations;

We• ~~have prepared and provided ranges, rather than specific amounts, for the Preliminary Q2 2026 Information, primarily because~~ our ~~financial~~indebtedness ~~closing~~may ~~and~~restrict ~~analysis procedures for such period are not yet completed. The Preliminary Q2 2026 Information has been prepared by, and is the responsibility of,~~ our ~~management~~ ~~and~~current ~~is subject to revisions based on our procedures~~ and ~~controls~~future associated with our financial reporting process. Accordingly, undue reliance should not be placed on the Preliminary Q2 2026 Information. Our independent registered public accounting firm, BDO USA, P.C., has not audited, reviewed, or performed any procedures with respect to Preliminary Q2 2026 Information or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. Our actual unaudited condensed consolidated financial statements as of December 31, 2025 and for the three and six months ended December 31, 2025 and 2024 are not expected to be filed with the Securities and Exchange Commission (the “SEC”) until after the completion of this offering. The unaudited condensed consolidated quarterly financial data for the six months ended December 31, 2024 has been prepared on a basis consistent with our audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, include all adjustments necessary to present fairly our results of operations ~~and financial conditions for the periods presented.~~ ;

~~While~~• weour ~~believe~~organizational ~~that the Preliminary Q2 2026 Information is based on reasonable assumptions and management’s reasonable judgment~~structure, ~~our actual~~including ~~results may vary. Factors that could cause~~ the ~~actual~~Tax ~~results~~Receivable toAgreement, ~~differ~~confers ~~include~~certain ~~(but~~benefits ~~are~~upon ~~not limited to)~~ the ~~discovery~~Continuing ofEquity ~~new~~Owners ~~information that affects accounting estimates~~ and ~~management’s~~their ~~judgments,~~permitted ortransferees ~~impacts valuation methodologies underlying these estimated results;~~ (the ~~completion~~“TRA ofParticipants”) ~~our~~that ~~auditors’~~will ~~procedures~~not ~~for~~benefit ~~the~~certain ~~review~~holders of our ~~interim~~Class ~~condensed~~A ~~consolidated~~common ~~financial~~stock ~~statements; and a variety of business, economic, and competitive risks and uncertainties, many of which are not within our control, and we undertake no obligation~~ to ~~update~~the ~~this~~same ~~information,~~extent ~~unless~~it ~~required~~will bybenefit law. This information should be read in conjunction with “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the ~~related~~TRA ~~notes included elsewhere in this prospectus.~~ Participants;

~~Adjusted~~• ~~EBITDA~~we ~~and~~will ~~Adjusted~~be ~~Net~~required ~~Income~~to ~~are~~make ~~non-GAAP~~payments ~~supplemental~~under ~~financial~~the ~~measures.~~Tax ~~For~~Receivable ~~further~~Agreement ~~information about the limitations~~ to the ~~use of~~TRA ~~the~~Participants ~~non-GAAP~~for ~~financial~~certain ~~measures~~tax ~~presented~~benefits inwe ~~this~~may ~~prospectus~~claim, ~~see “Management’s Discussion~~ and ~~Analysis~~the ofamounts ~~Financial Condition and Results~~ of ~~Operations—Non-GAAP~~such ~~Financial~~payments ~~Measures.”~~could be significant;

~~The~~• ~~following~~in ~~tables~~certain ~~provide~~cases, ~~detail~~payments onunder ~~our~~the ~~preliminary~~Tax ~~unaudited~~Receivable ~~estimated~~Agreement ~~financial~~to ~~results~~the asTRA ofParticipants ~~and~~may ~~for~~be ~~the~~accelerated ~~six~~or ~~months~~significantly ~~ended~~exceed ~~December~~any ~~31, 2025~~actual ~~and~~benefits ~~our~~we ~~unaudited~~realize ~~condensed~~in ~~consolidated~~respect ~~quarterly~~of ~~financial data for~~ the ~~six~~tax ~~months~~attributes ~~ended~~subject ~~December 31, 2024, and reconcile Adjusted EBITDA and Adjusted Net Income~~ to ~~net income (loss),~~ the ~~most~~Tax ~~directly~~Receivable ~~comparable GAAP financial measure:~~ Agreement;

	Successor
	Six Months Ended December 31,
	2024	2025 (Estimated)
(in thousands)		High	Low
Revenues	$	$	$
Net income	$	$	$
Adjusted EBITDA(1)	$	$	$
Adjusted Net Income(1)	$	$	$

•

our status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements;

14• Neos has significant influence over us, and Neos’s interests may conflict with our interests and the interests of other stockholders;

~~Table~~• Delaware law and anti-takeover provisions in our governing documents may have the effect of ~~Contents~~delaying or preventing a change of control or changes in our management and may deprive our investors of the opportunity to receive a premium for their shares; and

~~(1)~~• ~~See~~the ~~“Management’s~~requirements ~~Discussion~~of ~~and~~being ~~Analysis~~a ofpublic ~~Financial~~company ~~Condition~~may ~~and~~strain ~~Results~~our ofresources, ~~Operations—Non-GAAP~~divert ~~Financial~~management’s ~~Measures”~~attention ~~for~~and ~~the~~affect ~~definitions~~our ofability ~~Adjusted~~to ~~EBITDA~~attract and ~~Adjusted~~retain ~~Net~~qualified ~~Income~~board members and officers.

		Successor
(in thousands)		As ofDecember 31, 2025(Estimated)
Cash and Cash Equivalents		$
Total Debt, net of deferred financing costs		$

~~The~~Summary ~~following~~of ~~table reconciles~~ the ~~differences~~Up-C ~~between~~Transactions ~~Adjusted EBITDA and net income (loss), which is the most comparable GAAP measure:~~

Successor

Six Months Ended December 31,

2024

2025 (Estimated)

(in thousands)

High

Low

Net income

Interest expense

Interest income

Income tax expense

Depreciation expense

Amortization of intangibles

Equity-based compensation

Sponsor fees and expenses(1)

Public company readiness costs(2)

Earnout expenses(3)

Non-recurring integration and consulting fees(4)

Adjusted EBITDA(5)

Forgent Power Solutions, Inc., a Delaware corporation, was incorporated on July 21, 2025 and is the issuer of the Class A common stock offered by this prospectus.

Prior to the Up-C Transactions, Forgent Intermediate LLC consolidated Opco as a variable interest entity (1VIE) ~~Represents~~pursuant ~~fees~~to ~~and~~Accounting ~~expense~~Standards ~~reimbursements~~Codification ~~paid~~(“ASC”) Topic 810, Consolidation (“ASC 810”) through its wholly owned subsidiary, Forgent Intermediate II LLC, due to ~~our~~the ~~Sponsor~~fact that (a) a parent of Forgent Parent I LP had the contractual right to appoint a majority of the board of managers of Opco, which ~~will~~had nopower ~~longer~~over beOpco, ~~paid~~including ~~following~~making all significant economic decisions of Opco, and (b) Forgent Intermediate II LLC owned a majority of the ~~consummation~~economic interests in Opco. All of ~~this~~our ~~offering~~business operations have been conducted through Opco and its direct and indirect subsidiaries.

~~(2)~~Prior ~~Represents~~to ~~non~~the Up-~~recurring~~C ~~professional~~Transactions, ~~services~~Forgent ~~fees~~Parent weI ~~incurred~~LP inwas ~~connection~~the ~~with~~sole ~~readying~~holder ~~the~~of ~~Company~~common ~~for~~stock ~~this~~of ~~offering,~~Forgent ~~post-~~Power Solutions. In connection with our initial public offering, ~~compliance~~Forgent ~~requirements~~Parent ~~and~~I ~~statutory~~LP ~~SEC~~consummated ~~reporting~~the asfollowing ~~well~~organizational astransactions ~~certain~~(the ~~non-recurring~~“Reorganization ~~recruiting~~Transactions”): ~~costs.~~

~~(3)~~• ~~Represents~~Forgent ~~non-recurring~~Parent ~~earnout~~I ~~amounts~~LP ~~accrued~~contributed 100% of the equity interests of Forgent Intermediate LLC to ~~certain~~Forgent ~~sellers~~Power Solutions in ~~connection~~exchange for common stock of Forgent Power Solutions, and Forgent Intermediate LLC merged with ~~the~~and ~~Business~~into ~~Acquisitions.~~a newly-created wholly owned subsidiary of Forgent Power Solutions (“Intermediate Merger Sub”) with Intermediate Merger Sub surviving and renamed Forgent Intermediate LLC;

• Forgent Power Solutions, Forgent Intermediate LLC, Forgent Intermediate II LLC and the Existing Opco LLC Owners entered into the Opco LLC Agreement, which provides, among other things, that (41) ~~Represents~~Forgent ~~non~~Intermediate II LLC, a wholly owned subsidiary of Forgent Intermediate LLC and an indirect wholly owned subsidiary of Forgent Power Solutions, is the sole managing member of Opco, (2) none of the holders of Opco LLC Interests, other than Forgent Intermediate II LLC as the managing member, have any substantive voting rights in Opco and (3) the Existing Opco LLC Owners and their respective permitted transferees have the right to have their Opco LLC Interests (subject to satisfaction of the applicable participation threshold and vesting criteria) redeemed for, at our election, newly-~~recurring~~issued ~~professional~~shares ~~services~~of ~~fees~~Class weA ~~incurred~~common stock on a one-for-one basis for each Opco LLC Interest or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Opco LLC Interest so redeemed, in ~~connection~~each case in accordance with ~~certain~~the ~~post-acquisition~~terms ~~activities~~of the Opco LLC Agreement; provided that, ~~including~~at ~~valuation~~our election, ~~technical~~we ~~accounting~~may effect a direct exchange by Forgent Power Solutions of such Class A common stock or such cash, as applicable, for such Opco LLC Interests (see “Certain Relationships and ~~integration~~Related ~~consulting~~Party ~~services.~~Transactions—Opco LLC Agreement”);

• Forgent Power Solutions’ certificate of incorporation was amended and restated to, among other things, provide (51) ~~See~~for ~~“Management~~the Class A common stock, with each share of Class A common stock entitling its holder to one vote per share on all matters presented to Forgent Power Solutions’s ~~Discussion~~stockholders generally, and ~~Analysis~~(2) for Class B common stock, with each share of ~~Financial~~Class ~~Condition~~B common stock entitling its holder to one vote per share on all matters presented to Forgent Power Solutions’ stockholders generally but without economic rights, and ~~Results~~that shares of ~~Operations—Non-GAAP~~Class ~~Financial~~B ~~Measures”~~common ~~for~~stock may only be held by the ~~definition~~Existing Opco LLC Owners and their respective permitted transferees as described in “Description of ~~Adjusted~~Capital ~~EBITDA.~~Stock—Common Stock—Class B Common Stock”;

15• The amendment and restatement of Forgent Power Solutions’ certificate of incorporation recapitalized the common stock of Forgent Power Solutions held by Forgent Parent I into 210,055,933 shares of Class A common stock;

~~Table~~• Forgent Parent II LP and Forgent Parent III LP distributed a portion of ~~Contents~~the Opco LLC Interests held by them to Forgent Blocker I LLC and Forgent Blocker II LLC (each, a “Blocker”), respectively, and the equity interests of each Blocker were contributed to Forgent Parent IV LP;

~~The~~16 ~~following table reconciles the differences between Adjusted Net Income and net income (loss), which is the most comparable GAAP measure:~~

Successor

Six Months Ended December 31,

2024

2025 (Estimated)

(in thousands)

High

Low

Net income

Amortization of intangibles

Amortization/write-off of deferred financing costs

Equity-based compensation

Sponsor fees and expenses(1)

Public company readiness costs(2)

Earnout expenses(3)

Non-recurring integration and consulting fees(4)

Tax impact of adjustments(5)

Adjusted Net Income(6)

•

Forgent Intermediate LLC acquired the Opco LLC Interests held by each Blocker by means of one or more mergers with each Blocker (the “Blocker Mergers”), and Forgent Power Solutions issued Forgent Parent IV LP 4,205,321 shares of Class A common stock as consideration for the Blocker Mergers; and

~~(1)~~• ~~Represents~~Forgent ~~fees~~Power ~~and~~Solutions ~~expense~~issued ~~reimbursements~~90,167,635 ~~paid~~shares toof ~~our~~Class ~~Sponsor,~~B ~~which~~common ~~will~~stock noto ~~longer~~the beExisting ~~paid~~Opco ~~following~~LLC ~~the~~Owners, ~~consummation~~for ofnominal ~~this offering~~consideration.

~~(2)~~In ~~Represents non-recurring professional services fees we incurred in~~ connection with ~~readying~~our ~~the Company for this offering, post-~~initial public offering ~~compliance~~(together ~~requirements~~with ~~and~~the ~~statutory~~Reorganization ~~SEC~~Transactions, ~~reporting~~the ~~as well as certain non~~“Up-~~recurring~~C ~~recruiting~~Transactions”): ~~costs.~~

~~(3)~~• ~~Represents~~Forgent ~~non-recurring~~Power ~~earnout~~Solutions ~~amounts~~issued ~~accrued~~19,074,391 shares of Class A common stock to ~~certain~~the ~~sellers~~purchasers in ~~connection~~the ~~with~~IPO ~~the~~in ~~Business~~exchange ~~Acquisitions~~for net proceeds of approximately $491.8 million, less the underwriting discounts and commissions, but before estimated offering expenses payable by Forgent Power Solutions;

~~(4)~~• ~~Represents~~Forgent ~~non-recurring~~Power ~~professional~~Solutions ~~services~~contributed ~~fees~~the wenet ~~incurred~~proceeds infrom ~~connection~~the ~~with~~IPO ~~certain~~to ~~post-acquisition~~Forgent ~~activities~~Intermediate LLC, ~~including~~which ~~valuation~~used such net proceeds to purchase 19,074,391 ~~technical~~Opco ~~accounting~~LLC ~~and~~Interests ~~integration~~from ~~consulting~~Opco ~~services.~~at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less the underwriting discounts and commissions;

~~(5)~~• ~~Represents~~Opco used the ~~estimated~~approximately ~~tax~~$491.8 ~~impact~~million in net proceeds it received from the sale of ~~all~~Opco ~~Adjusted~~LLC ~~Net~~Interests ~~Income~~to ~~add-backs~~us to redeem 19,074,391 ~~excluding~~Opco ~~those~~LLC ~~which~~Interests ~~represent~~from ~~permanent~~the ~~differences~~Existing ~~between~~Opco ~~book~~LLC ~~versus~~Owners ~~tax.~~at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less the underwriting discounts and commissions and any withholding taxes (and Forgent Power Solutions canceled a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners); and

• Forgent Power Solutions entered into (61) ~~See~~the ~~“Management’s~~Stockholders ~~Discussion~~Agreement ~~and~~with ~~Analysis~~the ofContinuing ~~Financial~~Equity ~~Condition~~Owners, (2) the Registration Rights Agreement with the Continuing Equity Owners and ~~Results~~(3) ofthe ~~Operations—Non-GAAP~~Tax ~~Financial~~Receivable ~~Measures”~~Agreement ~~for~~with the ~~definition~~TRA Participants (as defined herein). For a description of ~~Adjusted~~the ~~Net~~terms ~~Income~~of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”

~~Adjusted~~As ~~EBITDA and Adjusted Net Income should be considered in addition to, and not as~~ a ~~replacement~~result ~~for~~of ~~or superior to,~~ the ~~comparable~~Up-C ~~GAAP measures~~Transactions, ~~and~~including ~~may not be comparable to similarly titled measures reported by other companies. We believe these measures provide meaningful information to us and investors because they enhance~~ the ~~understanding~~IPO: of our operating performance, ability to generate cash, and the trends of our business. We urge you to review the reconciliation found above and elsewhere in this prospectus. For a reconciliation of Adjusted EBITDA and Adjusted Net Income to other periods and more information regarding our use of this metric and its usefulness to investors, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

~~Summary~~• ~~Risk~~Forgent ~~Factors~~Power Solutions became a holding company with its principal asset consisting of all of the limited liability company interests of Forgent Intermediate LLC. Forgent Intermediate LLC directly owns Opco LLC Interests as a result of the Blocker Mergers and acquisitions from Opco (in connection with the redemption of Opco LLC Interests from the Existing Opco LLC Owners with the net proceeds we received from the IPO) as well as all of the limited liability company interests of Forgent Intermediate II LLC. Forgent Intermediate II LLC, in turn, continues to own Opco LLC Interests that it owned prior to the Reorganization Transactions. As a result, Forgent Power Solutions indirectly owns 233,335,645 Opco LLC Interests, representing approximately 76.65% of the economic interests in Opco;

~~Our~~• ~~business~~Opco is a variable interest entity (VIE), and ~~our~~Forgent ~~ability~~Power toSolutions ~~execute~~controls ~~our~~and ~~strategy~~consolidates ~~are~~Opco ~~subject~~pursuant to ~~many~~the ~~risks.~~VIE ~~Before~~model ~~making~~in aASC ~~decision~~810 due to ~~invest~~the infact ~~the~~that ~~Class A~~Forgent ~~common stock~~Intermediate II LLC, ~~you~~an ~~should~~indirect, ~~carefully~~wholly ~~consider~~owned ~~all~~subsidiary of ~~the~~Forgent ~~risks~~Power ~~and~~Solutions, ~~uncertainties~~(i) ~~described~~is in the ~~section~~sole ofmanaging ~~this~~member ~~prospectus~~of ~~captioned~~Opco ~~“Risk~~and, ~~Factors”~~as ~~immediately~~a ~~following~~result, ~~this~~manages ~~Prospectus~~the ~~Summary~~business and ~~all~~affairs of ~~the~~Opco ~~other~~and ~~information~~its indirect ~~this prospectus.~~and Inindirect ~~addition~~subsidiaries, ~~while~~including wemaking ~~have~~all ~~summarized~~decisions ~~our~~that ~~strengths~~significantly ~~and~~impact ~~growth~~the ~~strategy~~economic ~~above,~~performance ~~there~~of ~~are~~Opco ~~numerous~~and ~~risks~~(ii) ~~and~~owns ~~uncertainties~~a ~~that~~majority ~~may~~of ~~prevent~~the useconomic ~~from~~interests ~~capitalizing~~in onOpco. ~~these~~Furthermore, ~~strengths~~none orof ~~successfully~~the ~~executing~~holders ~~our~~of ~~growth~~Opco ~~strategy.~~LLC ~~In particular~~Interests, ~~our~~other ~~level~~than ofForgent ~~indebtedness~~Intermediate ~~could~~II LLC, have substantive voting rights in Opco;

16• the purchasers in the IPO received 64,400,000 shares of Class A common stock of Forgent Power Solutions, representing approximately 21.15% of the combined voting power of all of Forgent Power Solutions’ common stock and 21.15% of the economic interests in Opco; and

~~Table~~17 ~~of Contents~~

~~important~~• ~~consequences~~the toContinuing ~~you~~Equity ~~and~~Owners ~~significant~~own, ~~effects~~directly ~~on our business. Our agreements evidencing~~ or ~~governing~~indirectly, ~~our~~(1) ~~current~~approximately ~~or future indebtedness may contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests~~78.85% Inof ~~addition,~~the wecombined ~~will~~voting bepower ~~required~~of toall ~~make~~Forgent ~~payments~~Power ~~under~~Solutions’ ~~the~~common ~~Tax~~stock ~~Receivable Agreement,~~ and ~~the~~(2) ~~amounts~~approximately ~~of such payments could be significant~~78.85% ~~Some~~ of ~~our~~the ~~most significant~~economic ~~risks~~interests ~~include,~~in ~~but are not limited to, the following:~~ Opco.

•Our ifcorporate ~~there~~structure is ~~less~~commonly ~~demand~~referred ~~for,~~to as an umbrella partnership C corporation or ~~greater~~“Up-C” ~~supply~~structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure allows the Existing Opco LLC Owners to retain their equity ownership in Opco and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, ~~electrical~~or ~~distribution~~“flow-through” ~~equipment~~entity, for U.S. federal income tax purposes following the initial public offering. Our post-IPO investors (including the purchasers in this offering) will, by contrast, hold their equity ownership in Forgent Power Solutions, Inc., a Delaware corporation, that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the tax benefits to the Existing Opco LLC Owners associated with this structure is that future taxable income of Opco that is allocated to the Existing Opco LLC Owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the Opco entity level. Additionally, because the ~~price~~Existing Opco LLC Owners may cause their Opco LLC Interests to be redeemed by Opco (or at our option, directly exchanged by Forgent Power Solutions) for newly issued shares of ~~electrical~~our ~~distribution~~Class A ~~equipment~~common ~~could~~stock ~~decline~~on ~~which~~a ~~would~~one-for-one ~~adversely~~basis ~~impact~~(subject ~~both~~to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our ~~revenue~~option, ~~growth~~for cash, the Up-C structure also provides the Existing Opco LLC Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of Opco LLC Interests, a corresponding number of shares of Class B common stock held by the relevant Existing Opco LLC Owner will automatically be transferred to us for no consideration and ~~profit~~be ~~margins;~~cancelled. In addition, the Continuing Equity Owners and Forgent Power Solutions each expect to benefit from the Up-C structure as a result of certain tax benefits arising from redemptions or exchanges of the Existing Opco LLC Owners’ Opco LLC Interests for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” See “Risk Factors—Risks Related to Our Organizational Structure.”

•Under if the ~~prices~~terms of ~~electrical~~the ~~steel~~Tax Receivable Agreement, ~~carbon~~we ~~steel~~are required to pay to the TRA Participants, ~~aluminum~~among other things, 85% of the amount of the tax savings that result (or ~~copper~~are ~~increase~~deemed to result) from the redemption or exchange of the Opco LLC Interests. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the ~~future~~amount of overall cash flow that might have otherwise been available to us. There is no maximum term for the Tax Receivable Agreement, and the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired, subject to certain factors discussed in “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We expect that the amount of such payments will be substantial. Assuming there are no material changes in the relevant tax laws, we earn sufficient taxable income to realize all tax benefits that are ~~unable~~subject to ~~pass~~the ~~those~~Tax ~~increases~~Receivable Agreement and all exchanges or redemptions would occur immediately after this offering at a price of $33.45 (which was the closing price of our Class A common stock on March 20, 2026), we estimate that we would be required to ~~our~~pay ~~customers~~approximately $610.3 million over the fifteen-year period from the date of this offering. Absent a termination event pursuant to the terms of the Tax Receivable Agreement and assuming no material changes in the relevant tax laws, we expect our ~~profit~~obligation ~~margins~~to ~~could~~make cash payments under the Tax Receivable Agreement will continue for more than fifteen years after all of the Existing Opco LLC Owners exchange or redeem all of their Opco LLC Interests. Assuming the market value of a share of Class A common stock was $33.45 (which was the closing price of our Class A common stock on March 20, 2026) and a discount rate of 4.62%, we estimate that the aggregate amount of termination payments under the Tax Receivable Agreement would be ~~significantly~~approximately ~~impacted;~~$392.9 million if we were to terminate the Tax Receivable Agreement immediately following this offering. The actual amounts we will be required to pay under the Tax Receivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges or redemptions will vary based on a number of factors. See “Risk

•18 our cost of and access to raw materials and components from international vendors could be adversely impacted by changes in government policies, including the imposition of additional duties, tariffs and other charges on imports and exports or restrictions on purchases of components from certain foreign countries;

• Factors—Risks ~~significant~~Related ~~disruptions~~ to ~~our~~Our ~~supply~~Organizational ~~chain,~~Structure” ~~including the high cost or unavailability of raw materials~~ and ~~components~~“Certain ~~required~~Relationships ~~to manufacture our products,~~ and ~~significant~~Related ~~disruptions~~Party toTransactions—Tax ~~our~~Receivable ~~distribution~~Agreement.” ~~networks could have a material adverse effect on our business, financial condition and results of operations;~~

•Description ~~our~~of ~~growth~~the ~~depends~~Combination ~~in part on continued investment in new data centers, which depends in part on continued interest in developing AI;~~

•In ~~demand~~2023 ~~for~~and ~~our products depends~~2024, inaffiliates ~~large~~of ~~part,~~Neos oncompleted ~~new~~the ~~construction~~following ~~activity~~acquisitions: ~~which has declined significantly during past recessions;~~

• ~~any~~On ~~delay~~October or31, ~~interruption~~2023, inForgent ~~the~~Parent ~~operations~~I ofLP ~~any~~and ofits ~~our~~subsidiaries ~~manufacturing~~completed ~~campuses~~the ~~could~~MGM ~~impair our ability to provide products to customers~~Transaction;

• ifOn weMarch ~~are~~13, ~~unable~~2024, toForgent ~~complete~~Parent ~~our~~II ~~expansion~~LP inand ~~the~~its ~~timeframe~~subsidiaries wecompleted ~~anticipate or~~ the ~~expansion~~PwrQ ~~does not give us the additional capacity that we expect, we may not be able to achieve our anticipated level of growth~~Transaction;

• ~~amounts~~On ~~included~~May in31, ~~our~~2024, ~~Backlog~~Forgent ~~may~~Parent ~~not~~III ~~result~~LP inand ~~the~~its ~~revenue~~subsidiaries orcompleted ~~generate profits in~~ the ~~amount~~States ~~we expect or on the timeframe that we anticipate~~Transaction; and

• weOn ~~operate~~June in14, ~~competitive environments~~2024, ~~and~~Forgent ~~our~~Parent ~~failure~~I toLP ~~compete~~and ~~successfully~~its ~~could~~subsidiaries ~~cause~~completed usthe toVanTran ~~lose market share;~~Transaction.

•On ~~any~~May 7, ~~failure~~2025, Forgent Intermediate LLC, a wholly owned subsidiary of ~~our~~Forgent ~~products~~Parent ~~could~~I ~~subject~~LP, usformed toa ~~substantial~~new ~~liability~~subsidiary, ~~including~~Forgent ~~product~~Intermediate ~~liability~~II ~~claims~~LLC and contributed all of the equity interests of its subsidiaries to Forgent Intermediate II LLC. On May 8, ~~which~~2025, ~~could~~Forgent ~~damage~~Intermediate ~~our~~II ~~reputation~~LLC orand the ~~reputation~~Existing Opco LLC Owners each contributed all of ~~one~~the orequity ~~more~~interests of ~~our~~their ~~brands;~~respective subsidiaries to Opco in exchange for Class A common units of Opco (the “Combination”). As a result of the Combination, affiliates of Neos collectively own all of the Class A common units of Opco.

•Our ~~the~~Sponsor long sales cycles for certain of our electrical distribution equipment, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from quarter-to-quarter, which could make our future results of operations less predictable;

•Neos ifis ~~changing~~a ~~efficiency~~leading ~~standards~~investment ~~for~~management ~~transformers~~firm ~~increases~~that ~~the~~specializes ~~cost~~in ofprivate ~~producing~~equity ~~our~~investments ~~transformer~~in ~~products~~companies ~~and~~in weNorth ~~are~~America ~~unable~~that toprovide ~~pass~~products ~~these~~and ~~higher~~services ~~costs~~for onthe topower ~~our~~grid, ~~customers~~digital and critical infrastructure, ~~margins~~renewable onenergy ~~our~~and ~~transformer~~energy-intensive ~~products~~industrial ~~could~~sectors. ~~decline;~~

•19 ~~if we fail to motivate and retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth;~~

17Organizational Structure

~~Table~~The following diagram sets forth a simplified view of ~~Contents~~our organizational structure after giving effect to the Up-C Transactions, including the IPO and the use of proceeds therefrom. This chart is for illustrative purposes only and does not represent all legal entities affiliated with the entities depicted. For more information, see “Organizational Structure.”

LOGO

•20 ~~changes in technology or customer preferences could result in less demand for certain categories of electrical distribution equipment;~~

•Organizational ~~large~~Information companies often require more favorable terms and conditions in our contracts, which could result in downward pricing pressures on our business, less desirable payment terms or greater warranty and contractual obligations;

•Forgent ~~our~~Power ~~strategy~~Solutions, tothe ~~increase~~issuer ~~our sales~~ of ~~Powertrain~~the ~~Solutions~~Class A ~~could~~common ~~result~~stock in athis ~~concentration~~offering, ofwas ~~our~~incorporated ~~sales~~in ~~with~~Delaware ~~fewer~~on ~~customers~~July 21, ~~and~~2025. aOur ~~significant~~principal ~~reduction~~executive inoffices ~~orders~~are ~~from~~located ~~any~~at ~~one~~11500 ofDayton ~~these~~Parkway, ~~customers~~Dayton, ~~could~~MN ~~adversely~~55369 ~~impact~~and our ~~business;~~telephone number at this address is (763) 588-0536.

•Implications ~~our~~of ~~operations~~Being ~~and~~an ~~quality~~Emerging ~~control~~Growth ~~could~~Company ~~be disrupted if we encounter problems with outside vendors, subcontractors and third-party suppliers;~~

•We ~~unexpected~~qualify ~~events,~~as ~~such~~an “emerging growth company” as ~~natural~~defined ~~disasters,~~in ~~geopolitical~~the ~~conflicts,~~Jumpstart ~~pandemics,~~Our aBusiness ~~volatile~~Startups ~~global~~Act ~~economic~~of ~~environment,~~2012 ~~inflation,~~(the ~~high~~“JOBS ~~interest~~Act”). ~~rates,~~An aemerging ~~potential~~growth ~~recession~~company ~~and~~may ~~other~~take ~~events~~advantage ~~beyond~~of ~~our~~relief ~~control,~~from ~~may~~certain ~~increase~~reporting ~~our~~requirements ~~cost~~and ofother ~~doing~~burdens ~~business~~that orare ~~disrupt~~otherwise ~~our~~applicable ~~operations;~~generally to public companies. These provisions include:

• ~~the~~presenting ~~integration~~only oftwo ~~the~~years ~~Business Acquisitions poses risks to the operation~~ of ~~our~~audited ~~business~~financial statements;

• ~~environmental,~~an ~~health~~exemption ~~and~~from ~~safety~~compliance ~~(“EHS”)~~with ~~laws~~the ~~and~~auditor ~~regulations~~attestation ~~could~~requirements ~~result~~of inSection ~~substantial~~404 ~~costs~~of ~~and~~the ~~liabilities~~Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

• ~~the~~reduced ~~impact~~disclosure ofabout ~~import~~our orexecutive ~~export~~compensation ~~laws~~arrangements ~~could~~in ~~have a material adverse effect on~~ our ~~business~~periodic reports, ~~financial~~proxy ~~condition~~statements and ~~results~~registration ~~of operations~~statements; and

• ~~our~~exemptions ~~indebtedness~~from ~~may~~the ~~restrict~~requirements ~~our~~of ~~current~~holding ~~and~~non-binding ~~future~~advisory ~~operations;~~votes on executive compensation or golden parachute arrangements.

•In ~~our~~addition, ~~organizational~~under ~~structure~~the JOBS Act, ~~including~~emerging ~~the~~growth ~~Tax~~companies ~~Receivable~~can ~~Agreement~~delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, ~~confers~~and, ~~certain~~therefore, ~~benefits~~we ~~upon~~will not be subject to the ~~TRA~~same ~~Participants~~new or revised accounting standards at the same time as other public companies that ~~will~~are not ~~benefit~~emerging ~~certain~~growth ~~holders~~companies or those that have opted out of using such extended transition period, which may make comparison of our ~~Class~~financial Astatements ~~common~~with ~~stock~~such other public companies more difficult. We may take advantage of these reporting exemptions until we no longer qualify as an emerging growth company, or, with respect to ~~the~~adoption ~~same~~of ~~extent~~certain itnew ~~will~~or ~~benefit~~revised accounting standards, until we irrevocably elect to opt out of using the ~~TRA~~extended ~~Participants;~~transition period.

•We we will beremain ~~required~~an toemerging ~~make~~growth ~~payments~~company ~~under~~until the ~~Tax~~last ~~Receivable~~day ~~Agreement~~of tothe fiscal year following the ~~TRA~~fifth ~~Participants~~anniversary ~~for~~of ~~certain~~the ~~tax~~completion ~~benefits~~of our initial public offering unless, prior to that time, we ~~may~~have ~~claim~~more than $1.235 billion in annual gross revenue, ~~and~~have a market value for our common stock held by non-affiliates of more than $700 million as of the ~~amounts~~last day of ~~such~~our ~~payments~~second ~~could~~fiscal quarter of the fiscal year and a determination is made that we are deemed to be ~~significant;~~a “large accelerated filer,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or issue more than $1.0 billion of non-convertible debt over a three-year period, whether or not issued in a registered offering. We may choose to take advantage of some but not all of these reduced reporting burdens.

•21 in certain cases, payments under the Tax Receivable Agreement to the TRA Participants may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement;

•The ~~our~~Offering ~~status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements;~~

•Issuer ~~Neos~~Forgent ~~will~~Power ~~have~~Solutions, ~~significant influence over us and its interests may conflict with our interests and the interests of other stockholders;~~Inc.

•Class ~~Delaware~~A ~~law~~Common ~~and~~Stock ~~anti-takeover~~Offered ~~provisions~~by inUs ~~our~~9,311,665 ~~governing~~shares ~~documents~~(10,708,415 toif ~~be adopted upon~~ the ~~consummation~~underwriters ofexercise ~~this~~their ~~offering,~~option ~~may~~to ~~have~~purchase ~~the~~additional ~~effect~~shares of ~~delaying~~Class orA ~~preventing~~common astock ~~change of control or changes~~ in ~~our management and may deprive our investors of the opportunity to receive a premium for their shares; and~~full).

•Class ~~the~~A ~~requirements~~Common ofStock ~~being~~Offered aby ~~public~~the ~~company~~Selling ~~may~~Stockholders ~~strain~~20,688,335 ~~our~~shares ~~resources~~(23,791,585 ~~divert~~shares ~~management’s~~if ~~attention~~the ~~and~~underwriters ~~affect~~exercise ~~our~~their ~~ability~~option to ~~attract~~purchase ~~and~~additional ~~retain~~shares ~~qualified~~of ~~board~~Class ~~members~~A ~~and~~common ~~officers~~stock in full).

~~Summary~~Option to Purchase Additional Shares of Class A Common Stock The underwriters have an option to purchase an additional 1,396,750 shares of Class A common stock from us and an additional 3,103,250 shares of Class A common stock from the ~~Up-C~~selling ~~Transactions~~stockholders. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

~~Forgent~~Shares ~~Power~~of ~~Solutions,~~Class ~~Inc.,~~A aCommon ~~Delaware~~Stock ~~corporation,~~to ~~was~~Be ~~incorporated~~Outstanding onAfter ~~July 21~~this Offering 242,647,310 ~~2025~~shares ~~and~~(244,044,060 isshares if the ~~issuer~~underwriters ofexercise ~~the~~their option to purchase additional shares of Class A common stock ~~offered~~in ~~by this prospectus~~full).

18Shares of Class B Common Stock to Be Outstanding After this Offering 61,781,579 shares (60,384,829 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

~~Table~~Opco LLC Interests to Be Held Indirectly by Us After this Offering 242,647,310 Opco LLC Interests (244,044,060 Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of ~~Contents~~Class A common stock).

~~Prior~~Shares toof ~~the~~Class ~~Up-C~~A ~~Transactions,~~Common ~~Forgent~~Stock ~~Intermediate~~to ~~LLC~~Be ~~consolidated~~Held ~~Opco~~by asthe aSelling ~~variable interest~~Stockholders ~~entity~~After ~~(VIE)~~this ~~pursuant~~Offering ~~to Accounting Standards Codification (“ASC”) Topic 810~~148,247,310 ~~Consolidation~~shares (~~“ASC 810”) through its wholly owned subsidiary~~145, ~~Forgent Intermediate II LLC~~144,060 ~~due~~shares toif the ~~fact~~underwriters ~~that~~exercise ~~(a)~~in afull ~~parent~~their ~~of Forgent~~option ~~Parent I LP had the contractual right~~ to ~~appoint~~purchase aadditional ~~majority~~shares of ~~the~~Class ~~board~~A ofcommon ~~managers of Opco, which had power over Opco, including making all significant economic decisions of Opco, and (b~~stock) ~~Forgent Intermediate II LLC owned a majority of the economic interests in Opco~~. ~~All of our business operations have been conducted through Opco and its direct and indirect subsidiaries.~~

~~Prior~~Opco LLC Interests to ~~the~~Be ~~Up-C~~Held ~~Transactions,~~by ~~Forgent~~the ~~Parent~~Existing IOpco LPLLC ~~will~~Owners ~~initially~~Immediately beAfter ~~the~~this ~~sole~~Offering ~~holder~~61,781,579 ofOpco ~~common~~LLC ~~stock~~Interests of(60,384,829 ~~Forgent~~Opco ~~Power~~LLC ~~Solutions.~~Interests ~~Forgent Parent~~if Ithe LPunderwriters ~~will~~exercise ~~consummate~~in ~~the~~full ~~following~~their ~~organizational~~option ~~transactions~~to inpurchase ~~connection~~additional ~~with~~shares ~~this~~of ~~offering~~Class ~~(the~~A ~~“Reorganization~~common ~~Transactions”~~stock): .

•Shares ~~Forgent~~of ~~Parent~~Class IB LPCommon ~~will~~Stock ~~contribute~~to ~~100%~~Be ofHeld by the ~~equity~~Existing ~~interests~~Opco ~~of Forgent Intermediate~~ LLC toOwners ~~Forgent~~Immediately ~~Power~~After ~~Solutions~~this inOffering ~~exchange~~61,781,579 ~~for~~shares ~~common stock of Forgent Power Solutions~~(60,384,829 ~~and~~shares ~~Forgent~~if ~~Intermediate~~the ~~LLC~~underwriters ~~will~~exercise ~~merge~~in ~~with~~full ~~and~~their ~~into~~option ato ~~newly-created~~purchase ~~wholly~~additional ~~owned~~shares ~~subsidiary~~ of ~~Forgent~~Class ~~Power~~A ~~Solutions~~common ~~(“Intermediate Merger Sub”~~stock) ~~with Intermediate Merger Sub surviving and renamed Forgent Intermediate LLC;~~.

•22 Forgent Power Solutions, Forgent Intermediate LLC, Forgent Intermediate II LLC and the Existing Opco LLC Owners will enter into the second amended and restated limited liability agreement of Opco (the “Opco LLC Agreement”), which will become effective substantially concurrently with, or prior to the consummation of, this offering, to, among other things, (1) recapitalize all existing capital ownership interests in Opco into Opco LLC Interests, (2) dissolve the board of managers of Opco, (3) appoint Forgent Intermediate II LLC, a wholly owned subsidiary of Forgent Intermediate LLC and an indirect wholly owned subsidiary of Forgent Power Solutions, as the sole managing member of Opco, and (4) provide that none of the holders of Opco LLC Interests, other than Forgent Intermediate II LLC as the managing member, will have any substantive voting rights in Opco;

•Economic ~~Forgent~~Interests ~~Parent~~of IContinuing LPEquity ~~will~~Owners ~~amend~~Immediately ~~and~~After ~~restate~~this ~~Forgent~~Offering ~~Power~~Approximately ~~Solutions’~~68.99% ~~certificate~~ of ~~incorporation to, among other things, provide (1) for~~ the ~~Class~~economic Ainterests ~~common~~in ~~stock,~~Opco ~~with each share of Class A common stock entitling its holder to one vote per share on all matters presented to Forgent Power Solutions’ stockholders generally, and~~ (2)or ~~for~~approximately ~~Class~~67.51% ~~B common stock, with each share~~ of ~~Class~~the Beconomic ~~common~~interests ~~stock~~in ~~entitling~~Opco ~~its~~if ~~holder~~the tounderwriters ~~one~~exercise ~~vote~~in ~~per~~full ~~share~~their onoption ~~all matters presented~~ to ~~Forgent~~purchase ~~Power~~additional ~~Solutions’ stockholders generally but without economic rights, and that~~ shares of Class BA common stock ~~may only be held by the Existing Opco LLC Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B Common Stock”;~~).

•Voting ~~The~~Interest ~~amendment~~of ~~and~~Continuing ~~restatement~~Equity ofOwners ~~Forgent~~Immediately ~~Power~~After ~~Solutions’~~this ~~certificate~~Offering Approximately 68.99% of ~~incorporation~~the ~~will~~combined ~~recapitalize~~voting ~~the~~power of all of our common stock (or approximately 67.51% of the combined voting power of Forgent Power Solutions ~~held~~if bythe ~~Forgent~~underwriters ~~Parent~~exercise Iin ~~into~~full their option to purchase additional shares of Class A common stock;).

•Ratio ~~Forgent~~of ~~Parent~~Shares IIof LPClass ~~and~~A ~~Forgent~~Common ~~Parent~~Stock ~~III~~to LPOpco ~~will~~LLC ~~distribute~~Interests aOur ~~portion~~amended and restated certificate of incorporation and the Opco LLC ~~Interests~~Agreement ~~held~~require bythat ~~them~~we and Opco at all times maintain a one-to-one ~~Forgent~~ratio ~~Blocker~~between Ithe ~~LLC~~number ~~and~~of ~~Forgent~~shares ~~Blocker~~of IIClass ~~LLC~~A ~~(each,~~common astock ~~“Blocker”),~~issued ~~respectively,~~by us and the ~~equity~~number ~~interests~~ of ~~each~~Opco ~~Blocker~~LLC ~~will~~Interests beindirectly ~~contributed~~owned toby ~~Forgent~~us, ~~Parent~~except IVas ~~LP;~~otherwise determined by us.

•Ratio ~~Forgent~~of ~~Intermediate~~Shares ~~LLC~~of ~~will~~Class ~~acquire~~B ~~the~~Common Stock to Opco LLC Interests ~~held~~Our byamended ~~each~~and ~~Blocker~~restated bycertificate ~~means~~ of ~~one~~incorporation orand ~~more~~the ~~mergers~~Opco ~~with~~LLC ~~each~~Agreement ~~Blocker~~require ~~(the~~that ~~“Blocker~~we ~~Mergers”),~~ and ~~Forgent~~Opco ~~Power~~at ~~Solutions~~all ~~will~~times ~~issue~~maintain ~~Forgent~~a ~~Parent~~one-to-one IVratio LPbetween the number of shares of Class AB common stock asowned ~~consideration~~by ~~for~~the Existing Opco LLC Owners and their respective permitted transferees and the ~~Blocker~~number ~~Mergers;~~of Opco LLC Interests owned by the Existing Opco LLC Owners and their respective permitted transferees.

•Permitted ~~Forgent~~Holders ~~Power~~of ~~Solutions~~Shares ~~will issue shares~~ of Class B ~~common~~Common ~~stock~~Stock toOnly the Existing Opco LLC Owners, ~~which~~and isthe ~~equal~~permitted transferees of Class B common stock are permitted to ~~the~~hold shares of our Class B common stock. Shares of our Class B common stock are transferable for shares of Class A common stock only together with an equal number of Opco LLC Interests. ~~held~~See by“Certain ~~the~~Relationships ~~Existing~~and Related Party Transactions—Opco LLC ~~Owners for nominal consideration~~Agreement.”

19Voting Rights Holders of shares of our Class A common stock and our Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of our Class A common stock entitles its holders to one vote per share and each share of our Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. See “Description of Capital Stock.”

~~Table~~Redemption Rights of ~~Contents~~Holders of Opco LLC Interests The Opco LLC Agreement provides that the Existing Opco LLC Owners and their respective permitted transferees may, subject to

In23 ~~connection with this offering (together with the Reorganization Transactions, the “Up-C Transactions”):~~

•certain ~~Forgent~~exceptions, ~~Power~~from ~~Solutions~~time ~~will~~to ~~issue~~time at their option require Opco to redeem all or a portion of their Opco LLC Interests in exchange for, at our election, newly issued shares of our Class A common stock toon ~~the~~a ~~purchasers~~one-for-one inbasis ~~this offering (~~or ~~shares~~a ifcash ~~the~~payment ~~underwriters~~equal ~~exercise~~to ina ~~full~~volume-weighted ~~their~~average ~~option~~market toprice ~~purchase~~of ~~additional~~one ~~shares~~share of our Class A common stock) infor each Opco LLC Interest so redeemed; provided that, at our election, we may effect a direct exchange ~~for~~by ~~net~~Forgent ~~proceeds~~Power Solutions of ~~approximately~~such $Class ~~million~~A (common stock or ~~approximately~~such $cash, ~~million~~as ifapplicable, ~~the~~for ~~underwriters~~such ~~exercise~~Opco inLLC ~~full~~Interests. The Existing Opco LLC Owners and their ~~option~~respective permitted transferees may, subject to ~~purchase~~certain ~~additional~~exceptions, exercise such redemption right for as long as their Opco LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Opco LLC Agreement.” Simultaneously with the payment of cash or shares of Class A common stock), ~~based~~as ~~upon~~applicable, anin ~~assumed~~connection ~~initial~~with ~~public~~a ~~offering~~redemption ~~price~~or exchange of $Opco ~~per~~LLC ~~share~~Interests pursuant to terms of the Opco LLC Agreement, a number of shares of Class AB common stock ~~(which~~registered isin the ~~midpoint~~name of the ~~estimated~~redeeming ~~price~~or ~~range~~exchanging ~~set~~holder ~~forth~~will onautomatically be transferred to the ~~cover~~Company ~~page~~and ofwill ~~this~~be ~~prospectus),~~cancelled ~~less~~for ~~the~~no ~~underwriting~~consideration ~~discounts~~on ~~and~~a ~~commissions,~~one-for-one ~~but~~basis ~~before~~with ~~estimated~~the ~~offering~~number ~~expenses~~of ~~payable~~Opco byLLC ~~Forgent~~Interests ~~Power~~so ~~Solutions;~~redeemed or exchanged.

•Tax ~~Forgent~~Receivable ~~Power~~Agreement ~~Solutions~~Under ~~will~~the ~~contribute~~Tax Receivable Agreement, we generally are required to make cash payments to the ~~net~~TRA ~~proceeds~~Participants itequal ~~receives~~to, ~~from~~in ~~this~~the ~~offering~~aggregate, 85% of the amount of tax savings that we actually realize, or in certain circumstances are deemed to ~~Forgent~~realize, ~~Intermediate~~as a result of (i) our allocable share of tax basis attributable to our acquisition or ownership of Opco LLC Interests, ~~which~~(ii) ~~will~~certain ~~use~~tax ~~such~~attributes we acquired from the Blockers in the Blocker Mergers (including net ~~proceeds~~operating losses and the Blockers’ allocable share of existing tax basis), (iii) increases in our allocable share of then existing tax basis, and certain adjustments to ~~purchase~~the tax basis of the assets of Opco and its subsidiaries, as a result of actual or deemed sales or exchanges of Opco LLC Interests (in connection with the IPO, this offering and future redemptions or exchanges of Opco LLC Interests, if(iv) imputed interest arising from any payments we make under the ~~underwriters~~Tax ~~exercise~~Receivable inAgreement ~~full~~and ~~their~~(v) ~~option~~certain other tax benefits related to ~~purchase~~entering ~~additional~~into ~~shares~~the Tax Receivable Agreement, including certain payments made under the Tax Receivable Agreement. Our payment obligations under the Tax Receivable Agreement are not conditioned upon any of ~~Class~~the ATRA ~~common~~Participants ~~stock)~~maintaining ~~from~~a continued ownership interest in us or Opco, atand athe ~~price~~rights ~~per~~of ~~unit~~the ~~equal~~TRA Participants under the Tax Receivable Agreement are assignable. The actual amount of the tax attributes, as well as any amounts paid to the ~~initial~~TRA ~~public~~Participants ~~offering~~under the Tax Receivable Agreement, will vary depending on a number of factors, including the timing of any future redemptions or exchanges, the price ~~per~~of ~~share~~shares of our Class A common stock inat ~~this~~the ~~offering~~time ~~less~~of any future redemptions or exchanges, the ~~underwriting~~extent ~~discounts~~to which such exchanges are taxable, the amount and ~~commissions;~~timing of our income and applicable tax rates. The payment obligations under the Tax Receivable Agreement are obligations of Forgent Power Solutions,

•24 Opco will use the $ in net proceeds it receives from the sale of Opco LLC Interests to us to redeem Opco LLC Interests (or Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from the Existing Opco LLC Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and any withholding taxes (and Forgent Power Solutions will cancel a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners); and

•Inc. ~~Forgent~~and ~~Power~~not ~~Solutions~~of ~~will~~Opco. ~~enter~~We ~~into~~expect ~~(1)~~that the ~~Stockholders~~aggregate ~~Agreement~~payments ~~with~~that ~~the~~we ~~Continuing~~will ~~Equity~~be ~~Owners,~~required ~~(2)~~to ~~the~~make ~~Registration~~to ~~Rights Agreement with~~ the ~~Continuing~~TRA ~~Equity~~Participants ~~Owners~~under ~~and (3)~~ the Tax Receivable Agreement ~~with~~will ~~the~~be ~~TRA Participants (as defined herein)~~substantial. ~~For~~See ~~a description of the terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see~~ “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

~~Following~~Use ~~the~~of ~~consummation~~Proceeds ofWe ~~the~~expect ~~Up-C~~to ~~Transactions~~receive ~~and~~approximately ~~assuming~~$ anmillion ~~initial~~(approximately ~~public~~$ ~~offering~~million ~~price~~if ofthe ~~$ per~~underwriters ~~share~~ exercise their option to purchase additional shares of Class A common stock ~~(which~~in isfull), ~~the~~after ~~midpoint~~deducting ~~of the~~ estimated ~~price~~underwriting ~~range~~discounts ~~set~~and ~~forth~~commissions, onbut ~~the~~before ~~cover~~offering ~~page~~expenses ofpayable ~~this~~by ~~prospectus):~~ us.

•We ~~Forgent~~intend ~~Power~~to ~~Solutions~~use ~~will be a holding company and its principal asset will consist of all of~~ the ~~limited~~net ~~liability~~proceeds ~~company~~we ~~interests~~receive ofin ~~Forgent~~this ~~Intermediate~~offering ~~LLC.~~to ~~Forgent~~indirectly ~~Intermediate~~purchase ~~LLC~~9,311,665 ~~will directly own~~ Opco LLC Interests ~~as a result of the Blocker Mergers and acquisitions from Opco~~ (inor ~~connection~~10,708,415 ~~with the redemption of~~ Opco LLC Interests ~~from~~if the ~~Existing~~underwriters ~~Opco~~exercise ~~LLC~~in ~~Owners~~full ~~with~~their ~~the~~option ~~net~~to ~~proceeds~~purchase weadditional ~~receive~~shares ~~from this offering) as well as all~~ of ~~the~~Class ~~limited~~A ~~liability~~common ~~company~~stock) ~~interests~~from ofOpco, ~~Forgent~~and ~~Intermediate~~Opco IIwill ~~LLC.~~use ~~Forgent~~such ~~Intermediate~~net IIproceeds ~~LLC, in turn, will continue~~ to ~~own~~redeem Opco LLC Interests ~~that~~from ~~it owned prior to~~ the ~~Reorganization~~Existing ~~Transactions. As a result, Forgent Power Solutions will indirectly own~~ Opco LLC ~~Interests~~Owners, ~~representing~~in ~~approximately~~each %case, ofat ~~the~~a ~~economic~~price ~~interests~~per inunit ~~Opco~~equal ~~(or~~to ~~Opco~~the ~~LLC~~public ~~Interests,~~offering ~~representing~~price ~~approximately~~per %share of ~~the~~Class ~~economic~~A ~~interests~~common instock ~~Opco if the underwriters exercise~~ in ~~full~~this ~~their~~offering ~~option~~less tothe ~~purchase~~underwriting ~~additional~~discounts ~~shares~~and ofcommissions ~~Class~~and Aany ~~common~~withholding ~~stock);~~taxes.

•We ~~Opco~~ will benot areceive ~~variable~~any ~~interest~~proceeds ~~entity~~from ~~(VIE), and Forgent Power Solutions will control and consolidate Opco pursuant to~~ the ~~VIE~~sale ~~model in ASC 810 due to the fact that Forgent Intermediate II LLC, an indirect, wholly owned subsidiary~~ of ~~Forgent~~our ~~Power~~Class ~~Solutions,~~A ~~(i)~~common ~~will~~stock beby the ~~sole~~selling ~~managing~~stockholders. ~~member~~We ~~of Opco and~~will, ~~as a result~~however, ~~will~~bear ~~manage~~ the ~~business~~costs ~~and~~associated ~~affairs~~with ~~of Opco and its direct and indirect subsidiaries, including making all decisions that significantly impact~~ the ~~economic~~sale ~~performance~~ of ~~Opco~~shares ~~and~~of ~~(ii)~~Class ~~will~~A ~~own~~common astock ~~majority~~by of the ~~economic~~selling ~~interests~~stockholders, inother ~~Opco.~~than ~~Furthermore,~~underwriting ~~none~~discounts ofand ~~the holders~~commissions.

20Opco will bear or reimburse us for all of the expenses of this offering. See “Use of Proceeds.”

~~Table~~Controlled Company Upon completion of ~~Contents~~this offering, Neos will continue to control more than 50% of the voting power of our outstanding common stock in the election of directors directly and indirectly through their controlling interest in our Continuing Equity Owners. As a result, we intend to avail ourselves of the “controlled company” exemptions under the rules of the NYSE, including exemptions from certain of the corporate governance listing requirements. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See “Management—Controlled Company Status” and “Certain Relationships and Related Party Transactions.”

ofDividend ~~Opco~~Policy ~~LLC~~We ~~Interests~~historically have not declared any cash distributions or dividends, ~~other~~and ~~than~~we ~~Forgent~~currently ~~Intermediate~~do IInot ~~LLC~~anticipate paying any cash dividends on our Class A common stock for the foreseeable future. Instead, ~~will~~we ~~have~~anticipate ~~substantive~~that ~~voting~~all ~~rights~~of our earnings in ~~Opco;~~the foreseeable future will be used to make payments under the Tax Receivable Agreement, repay and service our debt obligations, for working capital, to support our operations or to finance the growth and development of our business. Any future determination relating to dividend policy will be made at

•25 the purchasers in this offering will own shares of Class A common stock of Forgent Power Solutions (or shares of Class A common stock of Forgent Power Solutions if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately % of the combined voting power of all Forgent Power Solutions’ common stock and approximately % of the economic interests in Opco (or approximately % of the combined voting power of all of Forgent Power Solutions’ common stock and % of the economic interests in Opco if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

• the ~~Continuing~~discretion ~~Equity~~of ~~Owners~~our ~~will~~board ~~own,~~of ~~directly~~directors orand ~~indirectly,~~will ~~(1)~~depend ~~approximately~~on %a ofnumber ~~the combined voting power~~ of ~~all~~factors, ofincluding ~~Forgent~~our ~~Power~~obligations ~~Solutions’~~under ~~common~~the ~~stock~~Tax ~~(or~~Receivable ~~approximately~~Agreement, %restrictions ofin ~~the~~our ~~combined~~and ~~voting~~our ~~power~~subsidiaries’ oforganizational ~~all~~documents, ~~Forgent~~our ~~Power~~current ~~Solutions’~~and ~~common~~future ~~stock~~debt ifinstruments, ~~the~~our ~~underwriters~~future ~~exercise~~earnings, incapital ~~full~~requirements, ~~their~~financial ~~option~~condition, toprospects ~~purchase~~and ~~additional~~applicable ~~shares~~Delaware oflaw, ~~Class~~which Aprovides ~~common~~that ~~stock)~~dividends ~~and~~are ~~(2)~~only ~~approximately~~payable %out of ~~the~~surplus ~~economic~~or ~~interests~~current innet ~~Opco~~profits. ~~(or~~The ~~approximately~~shares % of ~~the~~Class ~~economic~~B ~~interests~~common instock ~~Opco~~shall ifnot ~~the~~be ~~underwriters~~entitled ~~exercise in full their option~~ to ~~purchase~~any ~~additional~~cash ~~shares~~distributions ofor ~~Class~~dividends. ASee ~~common~~“Dividend ~~stock)~~Policy.”

Listing Our corporate structure following the Up-C Transactions is commonly referred to as an umbrella partnership C corporation or “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Existing Opco LLC Owners to retain their equity ownership in Opco and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes following the offering. Purchasers in this offering will, by contrast, hold their equity ownership in Forgent Power Solutions, Inc., a Delaware corporation, that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. ~~One~~trades ~~of the tax benefits to the Existing Opco LLC Owners associated with this structure is that future taxable income of Opco that is allocated to the Existing Opco LLC Owners will be taxed~~ on ~~a flow-through basis and therefore will not be subject to corporate taxes at~~ the ~~Opco~~NYSE ~~entity~~under ~~level. Additionally, because~~ the ~~Existing~~symbol Opco LLC Owners may cause their Opco LLC Interests to be redeemed by Opco (or at our option, directly exchanged by Forgent Power Solutions) for newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Existing Opco LLC Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of Opco LLC Interests, a corresponding number of shares of Class B common stock held by the relevant Existing Opco LLC Owner will automatically be transferred to us for no consideration and be cancelled. In addition, the Continuing Equity Owners and Forgent Power Solutions also each expect to benefit from the Up-C structure as a result of certain tax benefits arising from redemptions or exchanges of the Existing Opco LLC Owners’ Opco LLC Interests for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “~~Certain Relationships and Related Party Transactions—Tax Receivable Agreement~~FPS.” See “Risk Factors—Risks Related to Our Organizational Structure.” Under the terms of the Tax Receivable Agreement, we are required to pay to the TRA Participants, among other things, 85% of the amount of the tax savings that result (or are deemed to result) from the redemption or exchange of the Opco LLC Interests. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. We expect that the amount of such payments will be substantial. Assuming there are no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and assuming all exchanges or redemptions would occur immediately after the initial public offering, based on the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this

21Risk Factors See “Risk Factors” and other information included elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.

~~Table~~Unless ofwe ~~Contents~~specifically state otherwise or the context otherwise requires, the share information in this prospectus:

~~prospectus,~~• wegives ~~would~~effect ~~be required~~ to ~~pay approximately $ million over~~ the ~~fifteen~~Up-~~year~~C ~~period from the date of this offering. Absent a termination event pursuant to the terms of the Tax Receivable Agreement and assuming no material changes in the relevant tax laws~~Transactions, weincluding ~~expect our obligation to make cash payments under~~ the ~~Tax~~consummation ~~Receivable Agreement will continue for more than fifteen years after all~~ of 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 Tax Receivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges or redemptions will vary based on a number of factors. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” IPO;

~~Description~~• assumes no exercise of the ~~Combination~~underwriters’ option to purchase up to an additional 1,396,750 shares of Class A common stock from us and up to an additional 3,103,250 shares of Class A common stock from the selling stockholders in this offering; and

In• ~~2023~~does ~~and~~not ~~2024~~reflect the issuance of up to 23,684,126 ~~affiliates~~shares of ~~Neos~~Class ~~completed~~A ~~the~~common ~~following~~stock ~~acquisitions:~~reserved for future grants or sale under the 2026 Plan.

•26 ~~On October 31, 2023, Forgent Parent I LP and its subsidiaries completed the MGM Transaction;~~

•Summary OnCombined/Consolidated ~~March~~Historical ~~13, 2024, Forgent Parent II LP~~ and ~~its~~Unaudited ~~subsidiaries~~Pro ~~completed~~Forma ~~the PwrQ Transaction;~~

•Financial OnInformation ~~May 31, 2024, Forgent Parent III LP~~ and ~~its~~Other ~~subsidiaries~~Data ~~completed the States Transaction; and~~

•The Onfollowing ~~June~~tables ~~14,~~set ~~2024~~forth our summary combined/consolidated historical data, ~~Forgent~~unaudited ~~Parent~~pro Iforma LPfinancial information and ~~its~~other ~~subsidiaries~~data ~~completed~~and unaudited supplemental pro forma combined financial information for our business for the ~~VanTran~~dates ~~Transaction~~and periods indicated.

OnThe ~~May~~summary combined/consolidated statements of operations data for the period from July 71, ~~2025~~2023 to October 31, ~~Forgent~~2023 ~~Intermediate~~(“Predecessor”), ~~LLC~~the period from September 8, a2023 ~~wholly~~(“Inception”) ~~owned~~through ~~subsidiary~~June 30, of2024 ~~Forgent~~and ~~Parent~~the Iyear LPended June 30, ~~formed~~2025 a(“Successor”) ~~new subsidiary,~~and ~~Forgent~~the ~~Intermediate~~summary IIcombined/consolidated ~~LLC~~balance ~~and~~sheet ~~contributed~~data ~~all~~as of June 30, 2024 have been derived from the ~~equity~~combined/consolidated ~~interests~~audited offinancial ~~its~~statements ~~subsidiaries~~of tothe Forgent Intermediate II LLC included elsewhere in this prospectus. OnFor ~~May 8~~the period from Inception to October 31, ~~2025~~2023, Forgent Intermediate II LLC’s operations were related solely to organizational activities and the ~~Existing~~MGM ~~Opco~~Transaction, ~~LLC~~for ~~Owners~~which ~~each~~it ~~contributed~~incurred ~~all~~transaction ofcosts ~~the~~ that were funded through equity ~~interests~~contributions. See “Basis of ~~their~~Presentation ~~respective~~and ~~subsidiaries~~Organizational toStructure.” ~~Opco~~The insummary ~~exchange~~condensed ~~for~~consolidated ~~Class A~~financial ~~common~~statements ~~units~~as of ~~Opco~~December 31, ~~(the~~2025 ~~“Combination”).~~and Asfor athe ~~result~~six ofmonths ~~the~~ended ~~Combination~~December 31, ~~affiliates~~2024 ofand ~~Neos~~2025 ~~collectively~~have ~~own~~been ~~all~~derived offrom the ~~Class A~~unaudited ~~common~~condensed ~~units~~consolidated financial statements of ~~Opco~~ Forgent Intermediate LLC included elsewhere in this prospectus.

Historically, our business has been operated through Forgent Intermediate LLC, together with its subsidiaries. Forgent Power Solutions, Inc. was formed for the purpose of the IPO and, prior to the IPO, engaged only in activities in contemplation of the IPO. All of our business is conducted through Forgent Power Solutions LLC, and its subsidiaries. Following the Up-C Transactions, Forgent Power Solutions, Inc. became a holding company whose sole material asset is the indirect ownership of the Opco LLC Interests in Forgent Power Solutions LLC. For more information regarding the organizational transactions and our holding company structure, see “Organizational Structure.” Our ~~Sponsor~~historical results are not necessarily indicative of our results to be expected in any future period.

~~Neos~~The unaudited pro forma financial information is aderived ~~leading investment~~from ~~management~~the ~~firm~~Unaudited ~~that~~Pro ~~specializes~~Forma inConsolidated ~~private~~Financial ~~equity~~Statements ~~investments~~included elsewhere in ~~companies~~this prospectus. The unaudited pro forma consolidated financial information is subject to change based on the public offering price in ~~North~~this ~~America~~offering, ~~that~~the ~~provide~~number ~~products~~of Class A common shares sold in this offering, and ~~services~~other terms of this offering determined at pricing. The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the ~~power~~results ~~grid,~~of ~~digital~~operations ~~and~~or ~~critical~~financial ~~infrastructure~~position of Forgent Power Solutions, ~~renewable~~Inc. ~~energy~~during ~~and~~the ~~energy-intensive~~periods ~~industrial sectors~~presented.

22The Pro Forma 2024 Financial Information presented below is derived from the unaudited supplemental pro forma combined financial information presented elsewhere in this prospectus. The Pro Forma 2024 Financial Information is for illustrative and informational purposes only and is not intended to represent or be indicative of our results of operations for such periods had the specified transactions occurred on their actual dates or as of any other date within the periods covered by this financial information. The Pro Forma 2024 Financial Information should also not be considered representative of our future results of operations.

~~Table~~27 ~~of Contents~~

~~Organizational~~The ~~Structure~~summary of our combined/consolidated financial data, the unaudited pro forma financial information and the Pro Forma 2024 Financial Information should be read together with our combined/consolidated financial statements and the related notes, as well as the sections captioned “Unaudited Pro Forma Consolidated Financial Statements,” “Unaudited Supplemental Pro Forma Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

The following diagram sets forth a pro forma simplified view of our organizational structure after giving effect to the Up-C Transactions. This chart is for illustrative purposes only and does not represent all legal entities affiliated with the entities depicted. For more information, see “Organizational Structure.”


	Predecessor			Successor						Successor
	Period from July 1, 2023 to October 31, 2023			Period from Inception to June 30, 2024			Pro Forma 2024 Financial Information			Year Ended June 30, 2025			Six Months Ended December 31,
	Period from July 1, 2023 to October 31, 2023			Period from Inception to June 30, 2024			Pro Forma 2024 Financial Information			Year Ended June 30, 2025			2024			2025
(in thousands, except per share data)
Revenues	$	64,478		$	181,310		$	482,714		$	753,188		$	329,351		$	579,678
Cost of Revenues		40,664			113,570			292,310			475,122			199,151			379,970

Gross Profit		23,814			67,740			190,404			278,066			130,200			199,708
Operating Expenses
Selling, general and administrative expenses		11,321			52,077			100,686			146,270			55,803			121,728
Depreciation and amortization		93			20,418			71,341			59,559			32,851			26,727

Total Operating Expenses		11,414			72,495			172,027			205,829			88,654			148,455

Income (Loss) from Operations		12,400			(4,755	)		18,377			72,237			41,546			51,253
Other Income (Expense)
Interest expense		(778	)		(21,855	)		(58,729	)		(54,778	)		(28,614	)		(34,865	)
Interest income		342			1,832			4,405			5,558			3,224			1,387
Other expense		(313	)		(381	)		(587	)		(231	)		(331	)		224

Total Other Expense, net		(749	)		(20,404	)		(54,911	)		(49,451	)		(25,721	)		(33,254	)

Income (Loss) Before Tax (Expense) Benefit		11,651			(25,159	)		(36,534	)		22,786			15,825			17,999
Income Tax (Expense) Benefit		(3,190	)		5,957			8,441			(5,340	)		(2,057	)		(2,534	)

Net Income (Loss)		8,461			(19,202	)		(28,093	)		17,446			13,768			15,465
Less: Net income (loss) attributable to non-controlling interest		—			(1,381	)		(8,709	)		2,250			2,894			5,206

Net Income (Loss) attributable to Forgent Intermediate LLC / Forgent Power Solutions	$	8,461		$	(17,821	)	$	(19,384	)	$	15,196		$	10,874		$	10,259

Pro forma net income (loss) per share data (unaudited)
Pro forma net income (loss) per share information—basic⁽¹⁾										$	(0.02	)				$	0.06

Pro forma net income (loss) per share information—diluted)⁽¹⁾										$	(0.03	)				$	0.06

Weighted-average number of shares outstanding—basic											242,647						242,945

Weighted-average number of shares outstanding—diluted											304,429						242,945

~~Organizational~~(1) ~~Information~~See Note 3 to the unaudited pro forma consolidated statement of operations for the year ended June 30, 2025 and the six months ended December 31, 2025 in “Unaudited Pro Forma Consolidated Financial Statements” for the calculation of pro forma basic and diluted net income (loss) per share.

~~Forgent~~28 Power Solutions, the issuer of the Class A common stock in this offering, was incorporated in Delaware on July 21, 2025. Our principal executive offices are located at 11500 Dayton Parkway, Dayton, MN 55369 and our telephone number at this address is (763) 588-0536.

Implications of Being an Emerging Growth Company


	As of December 31, 2025
	Forgent Intermediate LLC		Forgent Power Solutions
	Actual		Pro Forma⁽¹⁾
Consolidated Balance Sheet Data (in thousands):
Cash and Cash Equivalents	$	106,165	$	106,165
Total Assets	$	1,697,131	$	1,804,076
Total Debt, net of discount and deferred financing costs	$	583,506	$	583,506
Total Liabilities	$	1,107,633	$	1,261,313

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of relief from certain reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include:


	Pro Forma 2024 Financial Information			Year Ended June 30, 2025			Six Months Ended December 31,
	Pro Forma 2024 Financial Information			Year Ended June 30, 2025			2024			2025

Other Financial Information (in thousands):
Adjusted EBITDA⁽²⁾	$	99,209		$	169,173		$	83,094		$	125,483
Adjusted Net Income⁽²⁾	$	33,487		$	88,670		$	44,789		$	75,087
Adjusted EBITDA margin⁽³⁾		20.6	%		22.5	%		25.2	%		21.6	%

•(1) ~~presenting~~See ~~only~~unaudited ~~two~~pro ~~years~~forma ofconsolidated ~~audited~~balance ~~financial~~sheet ~~statements;~~at December 31, 2025 in “Unaudited Pro Forma Consolidated Financial Statements.”

•(2) anAdjusted ~~exemption~~EBITDA ~~from~~and ~~compliance~~Adjusted Net Income are financial measures that are not calculated in accordance with accounting principles generally accepted in the ~~auditor~~United ~~attestation~~States ~~requirements~~(“GAAP”). ofFor ~~Section~~information ~~404~~on why we consider each to be a useful measure and a discussion of the ~~Sarbanes-Oxley~~material ~~Act~~risks and limitations of ~~2002~~such ~~(the~~measures, see “~~Sarbanes~~Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-~~Oxley~~GAAP ~~Act~~Financial Measures.”); See table below for a reconciliation to the most directly comparable GAAP measure.

23(3) Adjusted EBITDA margin is Adjusted EBITDA divided by revenues.

~~Table~~29 ~~of Contents~~

•The ~~reduced~~table ~~disclosure~~below ~~about~~reconciles ~~our~~net ~~executive~~income ~~compensation~~(loss) ~~arrangements~~to inAdjusted ~~our~~EBITDA ~~periodic~~for ~~reports,~~the ~~proxy~~periods ~~statements~~presented: ~~and registration statements; and~~

• exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements.


	Pro Forma 2024 Financial Information			Year Ended June 30, 2025			Six Months Ended December 31,
	Pro Forma 2024 Financial Information			Year Ended June 30, 2025			2024			2025
(in thousands)
Net income (loss)	$	(28,093	)	$	17,446		$	13,768		$	15,465
Interest expense		58,729			54,778			28,614			34,865
Interest income		(4,405	)		(5,558	)		(3,224	)		(1,387	)
Income tax (benefit) expense		(8,441	)		5,340			2,057			2,534
Depreciation expense		3,420			6,188			2,532			6,977
Amortization of intangibles		70,074			58,676			32,367			25,274
Equity-based compensation		1,496			1,784			905			2,187
Sponsor fees and expenses⁽¹⁾		2,386			15,171			4,425			17,138
Public company readiness costs⁽²⁾		—			6,086			447			4,081
Earnout expenses⁽³⁾		—			5,000			—			5,400
Non-recurring integration and consulting fees⁽⁴⁾		543			4,262			1,203			12,949
Investment banking fees and expenses⁽⁵⁾		3,500			—			—			—

Adjusted EBITDA	$	99,209		$	169,173		$	83,094		$	125,483

In(1) ~~addition,~~Represents ~~under~~fees the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, and, ~~therefore,~~expense wereimbursements ~~will~~paid ~~not be subject~~ to ~~the same new or revised accounting standards at the same time as other public companies that are not emerging growth companies or those that have opted out of using such extended transition period~~Neos, ~~which may make comparison of~~ our ~~financial statements with such other public companies more difficult~~Sponsor. We may take advantage of these reporting exemptions until we no longer qualify as an emerging growth company, or, with respect to adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period.

We(2) ~~will~~Represents ~~remain~~non-recurring anprofessional ~~emerging~~services ~~growth~~fees ~~company~~we ~~until~~incurred ~~the last~~in ~~day~~connection ofwith ~~the~~readying ~~fiscal year following~~ the ~~fifth~~Company ~~anniversary~~for of the ~~completion of our~~ initial public offering ~~unless~~, ~~prior to that time, we have more than $1.235 billion in annual gross revenue, have a market value for our common stock held by non~~post-~~affiliates~~initial ofpublic ~~more~~offering ~~than~~compliance ~~$700 million~~requirements ~~as of the last day of our second fiscal quarter of the fiscal year~~ and astatutory ~~determination~~SEC isreporting ~~made that we are deemed to be a “large accelerated filer,”~~ as ~~defined~~ inwell ~~Rule 12b-2 promulgated under the Securities Exchange Act of 1934,~~ as ~~amended~~certain ~~(the “Exchange Act”), or issue more than $1.0 billion of~~ non-~~convertible~~recurring ~~debt~~recruiting ~~over a three-year period, whether or not issued in a registered offering~~costs. ~~We may choose to take advantage of some but not all of these reduced reporting burdens.~~

24(3) Represents non-recurring earnout amounts accrued to certain sellers in connection with the Business Acquisitions.

~~Table~~(4) ofRepresents ~~Contents~~non-recurring professional services fees we incurred in connection with certain post-acquisition activities, including valuation, technical accounting and integration consulting services.

~~The~~(5) ~~Offering~~Represents investment banking fees and expenses associated with the Business Acquisitions.

~~Issuer~~The ~~Forgent~~following ~~Power~~table ~~Solutions,~~reconciles ~~Inc.~~net income (loss) to Adjusted Net Income for the periods presented:

Class A Common Stock Offered by Us shares ( shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).


	Pro Forma 2024 Financial Information			Year Ended June 30, 2025			Six Months Ended December 31,
	Pro Forma 2024 Financial Information			Year Ended June 30, 2025			2024			2025
(in thousands)
Net income (loss)	$	(28,093	)	$	17,446		$	13,768		$	15,465
Amortization of intangibles		70,074			58,676			32,367			25,274
Amortization of deferred financing costs		2,511			2,511			1,331			11,010
Equity-based compensation		1,496			1,784			905			2,187
Sponsor fees and expenses⁽¹⁾		2,386			15,171			4,425			17,138
Public company readiness costs⁽²⁾		—			6,086			447			4,081
Earnout expenses⁽³⁾		—			5,000			—			5,400
Non-recurring integration and consulting fees⁽⁴⁾		543			4,262			1,203			12,949
Investment banking fees and expenses⁽⁵⁾		3,500			—			—			—
Tax impact of adjustments⁽⁶⁾		(18,930	)		(22,266	)		(9,657	)		(18,417	)

Adjusted Net Income	$	33,487		$	88,670			$44,789		$	75,087

~~Class A Common Stock Offered by the Selling Stockholders shares~~ (1) ~~shares~~Represents iffees ~~the~~and ~~underwriters~~expense ~~exercise~~reimbursements ~~their~~paid ~~option~~ to ~~purchase~~Neos, ~~additional~~our ~~shares of Class A common stock in full)~~Sponsor.

Option to Purchase Additional Shares of Class A Common Stock The underwriters have an option to purchase an additional shares of Class A common stock from us and an additional shares of Class A common stock from the selling stockholders. The underwriters can exercise this option at any time within 30 ~~days from the date of this prospectus.~~

~~Shares~~(2) ofRepresents ~~Class~~non-recurring Aprofessional ~~Common~~services ~~Stock~~fees towe Beincurred ~~Outstanding~~in ~~After~~connection ~~this~~with ~~Offering~~readying ~~shares~~the (Company ~~shares~~for if the ~~underwriters~~initial ~~exercise~~public ~~their~~offering, ~~option~~post-initial topublic ~~purchase~~offering ~~additional~~compliance ~~shares~~requirements ofand ~~Class~~statutory ASEC ~~common~~reporting ~~stock~~as inwell ~~full)~~as certain non-recurring recruiting costs.

~~Shares~~(3) ofRepresents ~~Class~~non-recurring Bearnout ~~Common~~amounts ~~Stock~~accrued to Becertain ~~Outstanding~~sellers ~~After~~in ~~this~~connection ~~Offering~~with ~~shares ( shares if~~ the ~~underwriters~~Business ~~exercise in full their option to purchase additional shares of Class A common stock)~~Acquisitions.

~~Opco LLC Interests to Be Held Indirectly by Us After this Offering Opco LLC Interests~~ (4) ~~Opco~~Represents ~~LLC~~non-recurring ~~Interests~~professional ifservices ~~the~~fees ~~underwriters~~we ~~exercise~~incurred in ~~full~~connection ~~their~~with ~~option~~certain topost-acquisition ~~purchase~~activities, ~~additional~~including ~~shares~~valuation, oftechnical ~~Class~~accounting Aand ~~common~~integration ~~stock)~~consulting services.

~~Shares of Class A Common Stock to Be Held by Purchasers in this Offering After this Offering shares~~ ( ~~shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock~~5), ~~representing~~Represents ~~approximately~~investment %banking offees ~~the economic interests in Opco~~ and %expenses ofassociated ~~the~~with ~~combined voting power of all of our common stock (or approximately % of~~ the ~~economic~~Business ~~interest and % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock)~~Acquisitions.

~~Shares~~(6) ofRepresents ~~Class A Common Stock to Be Held by~~ the ~~Selling~~estimated ~~Stockholders~~tax ~~After~~impact ~~this~~of ~~Offering~~all ~~shares~~Adjusted (Net ~~shares~~Income ifadd-backs, ~~the~~excluding ~~underwriters~~those ~~exercise~~which inrepresent ~~full~~permanent ~~their~~differences ~~option~~between tobook ~~purchase~~versus ~~additional shares of Class A common stock)~~tax.

~~Opco~~31 LLC Interests to Be Held by the Existing Opco LLC Owners Immediately After this Offering Opco LLC Interests ( Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

25RISK FACTORS

~~Table~~Investing in our Class A common stock involves a substantial risk of ~~Contents~~loss. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to purchase shares of our Class A common stock. If any of the following risks occur, it could have a material adverse effect on our business, financial condition and results of operations. In that case, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See the section of this prospectus captioned “Special Note Regarding Forward-Looking Statements.”

~~Shares~~Risks ofRelated ~~Class B Common Stock~~ to BeOur ~~Held~~Business byand ~~the~~Our ~~Existing~~Industry ~~Opco LLC Owners Immediately After this Offering shares ( shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).~~

~~Economic~~Prices ~~Interests~~for ofelectrical ~~Continuing~~distribution ~~Equity~~equipment ~~Owners~~have ~~Immediately~~increased ~~After~~significantly ~~this~~over ~~Offering~~the ~~Approximately~~past %several ofyears. ~~the~~If ~~economic~~there ~~interests~~is inless ~~Opco~~demand (for, or ~~approximately~~greater %supply of, ~~the~~electrical ~~economic~~distribution ~~interests~~equipment in ~~Opco~~the iffuture, the ~~underwriters~~price ~~exercise~~of inelectrical ~~full~~distribution ~~their~~equipment ~~option~~could todecline ~~purchase~~which ~~additional~~would ~~shares~~adversely ofimpact ~~Class~~both Aour ~~common~~revenue ~~stock)~~growth and profit margins.

~~Voting~~The ~~Interest~~price of ~~Continuing~~electrical ~~Equity~~distribution ~~Owners~~equipment ~~Immediately~~is ~~After~~influenced ~~this~~by ~~Offering~~customer ~~Approximately~~demand, %available supply which is primarily a function of ~~the~~manufacturing ~~combined~~capacity, ~~voting~~regulation ~~power~~governing the use of ~~all~~products manufactured outside of ~~our~~the ~~common~~United ~~stock~~States ~~(or~~in ~~approximately~~the %electrical grid and the price of certain raw material inputs such as electrical steel, carbon steel, aluminum, copper, and specialized insulation materials as well as key components such as circuit breakers, among other factors. Over the ~~combined~~past ~~voting~~several ~~power~~years, the price of ~~Forgent~~electrical ~~Power~~distribution ~~Solutions~~equipment ifin the ~~underwriters~~United ~~exercise~~States inhas ~~full~~increased ~~their~~significantly ~~option~~as demand has grown faster than supply. We and some of our competitors have recently announced plans to ~~purchase~~add ~~additional~~capacity ~~shares~~to meet growing demand from these and other industries. If our industry adds capacity faster than demand grows, prices for electrical distribution equipment and integrated solutions could decline. Additionally, a significant amount of ~~Class~~our Asales ~~common~~is ~~stock)~~due to new construction projects. If financing is not available for customers to complete these new construction projects there may be less demand for our products and, as a result, prices for electrical distribution equipment could decline. If prices for electrical distribution equipment decline, both our revenue growth and profit margins could be significantly impacted, which could have a material adverse effect on our business, financial condition and results of operations.

~~Ratio~~We ofuse ~~Shares~~significant amounts of ~~Class~~electrical Asteel, ~~Common~~as ~~Stock~~well toas ~~Opco~~carbon ~~LLC~~steel, ~~Interests~~aluminum ~~Our~~and ~~amended~~copper ~~and~~in ~~restated~~various ~~certificate~~forms, ofincluding ~~incorporation~~busbar, wire and ~~the~~foil, ~~Opco~~to ~~LLC~~produce ~~Agreement~~our ~~will~~products. ~~require~~These ~~that~~materials weare ~~and~~commodities ~~Opco~~whose atprices ~~all~~have ~~times~~fluctuated ~~maintain~~significantly aover ~~one-to-one~~time. ~~ratio~~If ~~between~~ the ~~number~~prices of ~~shares~~electrical ofsteel, ~~Class~~carbon Asteel, ~~common~~aluminum ~~stock~~or ~~issued~~copper byincrease usin the future and ~~the~~we ~~number~~are ofunable ~~Opco~~to ~~LLC~~pass ~~Interests~~those ~~indirectly~~increases ~~owned~~on byto usour customers, ~~except~~our asprofit ~~otherwise~~margins ~~determined~~could bybe ussignificantly impacted.

~~Ratio~~Electrical ofsteel, ~~Shares~~as ofwell ~~Class~~as Bcarbon ~~Common~~steel, ~~Stock~~aluminum and copper are key raw materials we use to ~~Opco~~produce ~~LLC~~our ~~Interests~~products. ~~Our~~Electrical ~~amended~~steel, carbon steel, aluminum and ~~restated~~copper ~~certificate~~have ofhistorically ~~incorporation~~experienced ~~and~~significant price volatility. For example, copper prices rose significantly in the ~~Opco~~first ~~LLC~~quarter ~~Agreement~~of ~~will~~fiscal ~~require~~2026. ~~that~~While wesome ~~and~~of ~~Opco~~our atcustomer ~~all~~contracts ~~times~~include ~~maintain~~price aescalation ~~one-to-one~~mechanisms ~~ratio~~that ~~between~~adjust the ~~number~~final price of ~~shares~~our ofproducts ~~Class~~based Bon ~~common~~commodity ~~stock~~price ~~owned~~movements bybetween ~~the~~order ~~Existing~~and ~~Opco~~shipment, ~~LLC~~a ~~Owners~~significant portion do not. If prices for electrical steel, carbon steel, aluminum or copper increase in the future and ~~their~~we ~~respective~~are ~~permitted~~unable ~~transferees~~to pass those increases on to our customers, our profit margins could be significantly impacted. Additionally, we source these raw materials from both international and ~~the~~domestic ~~number~~vendors, ofand ~~Opco~~our ~~LLC~~supply ~~Interests~~chain ~~owned~~is bytherefore ~~the~~exposed ~~Existing~~to ~~Opco~~a ~~LLC~~broad ~~Owners~~range of market, logistical and ~~their~~regulatory ~~respective~~risks. ~~permitted~~International ~~transferees~~purchases, in particular, are subject to evolving trade policy and geopolitical dynamics. ~~Immediately~~Changes ~~after~~in government policy, including the Upimposition of tariffs, duties, import and export restrictions or country-Cspecific ~~Transactions~~procurement limitations, ~~the~~could ~~Existing~~significantly ~~Opco~~impact ~~LLC~~our ~~Owners~~access ~~will~~to ~~own~~materials ~~100%~~or ofincrease the ~~outstanding~~price ~~shares~~we pay for them, which could have a material adverse effect on our business, financial condition and results of operations. See “—We purchase raw materials and components used in our ~~Class~~products Bfrom ~~common~~international ~~stock~~vendors who are subject to duties, tariffs and other government trade regulations. Our cost of and access to raw materials and components from international vendors could be impacted by changes in

~~Permitted~~32 Holders of Shares of Class B Common Stock Only the Existing Opco LLC Owners and the permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of our Class B common stock are transferable for shares of Class A common stock only together with an equal number of Opco LLC Interests. See “Certain Relationships and Related Party Transactions—Opco LLC Agreement.”

~~Voting~~ government ~~Rights~~policies, ~~Holders~~including ofthe ~~shares~~imposition of ~~our~~additional ~~Class~~duties, Atariffs ~~common stock~~ and ~~our~~other ~~Class~~charges Bon ~~common~~imports ~~stock~~and ~~will~~exports ~~vote~~or ~~together~~restrictions ~~as a single class~~ on ~~all~~purchase ~~matters~~of ~~presented~~components tofrom ~~stockholders~~certain ~~for~~foreign ~~their~~countries.” ~~vote or approval, except as~~

26We purchase raw materials and components used in our products from international vendors who are subject to duties, tariffs and other government trade regulations. Our cost of and access to raw materials and components from international vendors could be adversely impacted by changes in government policies, including the imposition of additional duties, tariffs and other charges on imports and exports or restrictions on purchases of components from certain foreign countries.

~~Table~~We purchase some raw materials used in our products, including electrical steel, carbon steel, aluminum, copper and specialized insulation materials, as well as key components such as circuit breakers outside of ~~Contents~~the United States through arrangements with various vendors. Evolving trade policy in various countries, including the People’s Republic of China, India and the United States, has created uncertainty with respect to tariff impacts on the costs of some of the raw materials and components we purchase. We cannot predict what changes in trade policy will be made by the current or a future presidential administration or Congress, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any conceivable changes would have on our business. We may be unable to quickly and effectively react to such changes, which could have a material adverse effect on our business, financial condition and results of operations.

~~otherwise~~Additionally, ~~required~~political, bysocial ~~law~~or economic instability in the regions where we purchase raw materials and components, or in other regions where our ~~amended~~products ~~and~~are ~~restated~~made, ~~certificate~~could ofcause ~~incorporation~~disruptions in trade, including exports to the United States. ~~Each~~See ~~share~~“—We manufacture some of our ~~Class~~products Ain ~~common~~Mexico ~~stock~~and ~~entitles~~are ~~its~~exposed ~~holders~~ to ~~one~~risks ~~vote~~associated ~~per~~with ~~share~~doing ~~and~~business ~~each~~in ~~share~~Mexico, including compliance with laws and enforcement of ~~our~~consistent ~~Class~~company-wide Bstandards ~~common~~and ~~stock~~procedures. ~~entitles~~A ~~its~~disruption ~~holders~~in toour ~~one~~Mexican ~~vote~~manufacturing ~~per~~operations ~~share~~could onhave ~~all~~a ~~matters~~material ~~presented~~adverse toeffect on our ~~stockholders~~business, ~~generally.~~financial ~~See~~condition ~~“Description~~and results of ~~Capital Stock~~operations.” Other events that could also cause disruptions to our supply chain include:

~~Redemption~~• ~~Rights of Holders of Opco LLC Interests The Opco LLC Agreement will provide that~~ the ~~Existing~~imposition ~~Opco LLC Owners and their respective permitted transferees may, subject to certain exceptions, from time to time at their option require Opco to redeem all or a portion~~ of ~~their~~additional ~~Opco~~trade ~~LLC~~law ~~Interests~~provisions ~~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~~regulations; provided that, at our election, we may effect a direct exchange by Forgent Power Solutions of such Class A common stock or such cash, as applicable, for such Opco LLC Interests. The Existing Opco LLC Owners and their respective permitted transferees may, subject to certain exceptions, exercise such redemption right for as long as their Opco LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Opco LLC Agreement.” Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of Opco LLC Interests pursuant to terms of the Opco LLC Agreement, a number of shares of Class B common stock registered in the name of the redeeming or exchanging holder will automatically be transferred to the Company and will be cancelled for no consideration on a one-for-one basis with the number of Opco LLC Interests so redeemed or exchanged.

~~Tax~~• ~~Receivable~~quotas ~~Agreement~~imposed Weby ~~intend~~bilateral totrade enter into a Tax Receivable Agreement with the Continuing Equity Owners (the “TRA Participants”) substantially concurrently with or prior to the consummation of this offering. Under the Tax Receivable Agreement, we generally will be required to make cash payments to the TRA Participants equal to, in the aggregate, 85% of the amount of tax savings that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) our allocable share of tax basis attributable to our acquisition or ownership of Opco LLC Interests, (ii) certain tax attributes we will acquire from the Blockers in the Blocker Mergers (including net operating losses and the Blockers’ allocable share of existing tax basis), (iii) increases in our allocable share of then existing tax basis, and certain adjustments to the tax basis of the assets of Opco and its subsidiaries, as a result of actual or deemed sales or exchanges of Opco LLC Interests in connection with this offering and future redemptions or exchanges of Opco LLC Interests, (iv) imputed interest arising from any payments we make under the Tax Receivable Agreement and (v) certain other tax benefits related to entering into the Tax Receivable Agreement, including certain payments made under the Tax Receivable Agreement. Our paymentagreements;

27• new or additional duties such as anti-dumping and countervailing duties imposed by the U.S. or other foreign governments;

~~Table~~• offoreign ~~Contents~~currency fluctuations;

~~obligations~~• ~~under~~natural the Tax Receivable Agreement are not conditioned upon any of the TRA Participants maintaining a continued ownership interest in us or Opco, and the rights of the TRA Participants under the Tax Receivable Agreement will be assignable. The actual amount of the tax attributes, as well as any amounts paid to the TRA Participants under the Tax Receivable Agreement, will vary depending on a number of factors, including the timing of any future redemptions or exchanges, the price of shares of our Class A common stock at the time of any future redemptions or exchanges, the extent to which such exchanges are taxable, the amount and timing of our income and applicable tax rates. The payment obligations under the Tax Receivable Agreement are obligations of Forgent Power Solutions, Inc. and not of Opco. We expect that the aggregate payments that we will be required to make to the TRA Participants under the Tax Receivable Agreement will be substantial. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”disasters;

~~Use~~• ofpublic ~~Proceeds~~health Weissues ~~expect~~and toepidemic ~~receive~~diseases, ~~approximately~~their $effects ~~million~~ (~~approximately~~including $any ~~million~~disruptions ifthey ~~the~~may ~~underwriters exercise their option to purchase additional shares of Class A common stock in full~~cause) ~~based~~or onthe anperception ~~assumed initial public offering price~~ of $their ~~per share of Class A common stock~~effects, ~~which~~such isas the ~~midpoint~~COVID-19 ~~of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions, but before offering expenses payable by us.~~pandemic;

We• intend to use the net proceeds we receive in this offering to indirectly purchase Opco LLC Interests (or Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from Opco, and Opco will use such net proceeds to redeem Opco LLC Interests from the Existing Opco LLC Owners, in each case, at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and any withholding taxes.theft;

We• ~~will~~restrictions ~~not~~on ~~receive any proceeds from~~ the ~~sale~~transfer of our Class A common stock by the selling stockholders. We will, however, bear the costs associated with the sale of shares of Class A common stock by the selling stockholders, other than underwriting discounts and commissions.funds;

~~Opco~~• ~~will bear or reimburse us for all of~~ the ~~expenses~~financial ofinstability ~~this~~or ~~offering.~~bankruptcy ~~See “Use~~ of ~~Proceeds.”~~vendors; and

~~Controlled~~• ~~Company~~significant ~~Upon~~labor ~~completion of this offering~~disputes, ~~Neos~~such ~~will~~as ~~continue~~dock ~~to control more than 50% of the voting power of our outstanding common stock in the election of directors directly and indirectly through their controlling interest in our Continuing Equity Owners~~strikes. ~~As a result, we intend to~~

28Trade restrictions, including new or increased tariffs or quotas, border taxes, embargoes, safeguards and customs restrictions against certain components and materials, as well as labor strikes and work stoppages or boycotts, could also increase the cost or reduce or delay the supply of raw materials and components available to us and could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~33 ~~of Contents~~

~~avail~~Significant ~~ourselves~~disruptions ofto ~~the~~our ~~“controlled~~supply ~~company” exemptions under the rules of the NYSE~~chain, including ~~exemptions from certain of~~ the ~~corporate~~high ~~governance~~cost ~~listing~~or ~~requirements.~~unavailability ~~Accordingly,~~of ~~you~~raw ~~may~~materials ~~not~~and ~~have~~components ~~the~~required ~~same protections afforded~~ to ~~stockholders~~manufacture ofour ~~companies~~products, ~~that~~and ~~are~~significant ~~subject~~disruptions to ~~all~~our ofdistribution ~~the~~networks ~~corporate~~could ~~governance~~have ~~requirements.~~a ~~See~~material ~~“Management—Controlled~~adverse ~~Company~~effect ~~Exemption”~~on ~~and~~our ~~“Certain~~business, ~~Relationships~~financial condition and ~~Related~~results ~~Party~~of ~~Transactions~~operations.”

~~Dividend~~Our ~~Policy~~reliance Weon ~~historically~~third-party ~~have~~suppliers, ~~not~~service ~~declared~~providers, ~~any~~externalized ~~cash~~production ~~distributions~~vendors ~~or dividends,~~ and wecommodity ~~currently~~markets doto ~~not~~secure ~~anticipate~~a ~~paying~~variety ~~any~~of ~~cash~~raw ~~dividends~~materials, onincluding ~~our~~electrical ~~Class~~steel, Acarbon ~~common~~steel, ~~stock~~aluminum, ~~after~~copper ~~this offering~~ and ~~for~~specialized ~~the~~insulation ~~foreseeable future. Instead~~materials, weand ~~anticipate~~key ~~that~~components, ~~all~~such ofas ~~our~~circuit ~~earnings~~breakers, ~~in the foreseeable future will be~~ used toin ~~make payments under the Tax Receivable Agreement, repay and service~~ our ~~debt obligations~~products, ~~for~~exposes ~~working~~us ~~capital,~~ to ~~support~~volatility ~~our~~in ~~operations or to finance~~ the ~~growth~~prices and ~~development~~availability of ~~our~~these ~~business.~~raw ~~Any~~materials ~~future~~and ~~determination~~components. ~~relating~~Our tosupply ~~dividend~~chains ~~policy~~extend ~~will~~into bemany ~~made~~different atcountries ~~the discretion of our board of directors~~ and ~~will~~regions ~~depend on a number~~ of ~~factors, including our obligations under~~ the ~~Tax Receivable Agreement~~world, ~~restrictions~~including inmany ~~our~~developing ~~and our subsidiaries’ organizational documents~~economies, ~~our~~particularly ~~current~~for ~~and~~electrical ~~future~~steel ~~debt instruments, our future earnings, capital requirements, financial condition, prospects~~ and ~~applicable~~carbon ~~Delaware law, which provides that dividends are only payable out of surplus or current net profits~~steel. ~~The shares of Class B common stock shall not be entitled to any cash distributions or dividends. See “Dividend Policy.”~~

~~Listing~~ We ~~intend~~operate in a supply-constrained environment and are facing, and may continue to ~~list~~face, supply-chain shortages, inflationary pressures, shortages of skilled labor, transportation and logistics challenges and manufacturing disruptions that impact our ~~Class~~ability Ato ~~common~~fulfill, ~~stock~~and ontimeliness in fulfilling, customer orders. To manage the ~~NYSE~~impact ~~under~~of supply chain shortages and inflationary pressures, we have sought, and may continue to seek, to develop relationships with alternative suppliers, drive productivity initiatives in our manufacturing operations, provide additional training to our employees, develop alternate transportation routes, modes and providers and increase our prices to account for increases in our input costs. While these measures have successfully limited the ~~symbol~~historical ~~“FPS~~impact of supply constraints on our business, we expect supply chain pressures could continue to impact our business, financial condition and results of operations in the future.”

~~Risk~~We ~~Factors~~typically ~~See~~do not enter into long-term contracts with our suppliers or sourcing partners. Instead, most raw materials and sourced goods are obtained on a “~~Risk~~purchase ~~Factors~~order” basis. Any long-term supply and ~~other~~sourcing ~~information~~contracts ~~included~~may ~~elsewhere~~obligate us to purchase materials, components or services at prices higher than those available in ~~this~~the ~~prospectus~~current market. We generally source our key materials and components from a large number of domestic and international suppliers. However, we rely on a single supplier for certain specialized insulation material used in our transformer products. We have in the past experienced, and in the future may experience, disruptions related to availability of components and materials sourced from single suppliers, but the impact to our business, financial condition and results of operations from such disruptions have not been material. However, if one of these suppliers were unable to provide us with a ~~discussion~~raw material or component we need, our ability to manufacture some of ~~factors~~our ~~you~~products ~~should~~could ~~carefully~~be ~~consider~~adversely ~~before~~affected ~~deciding~~if and to ~~invest~~the extent we are unable to find a sufficient alternative supply channel in ~~shares~~a reasonable period of time or on commercially reasonable terms or at all, which could have a material adverse effect on our ~~Class~~business, Afinancial ~~common~~condition ~~stock~~and results of operations.

~~Unless~~Disruptions wein ~~specifically~~deliveries, ~~state~~capacity ~~otherwise~~constraints, production disruptions up-or ~~the~~down-stream, ~~context~~price ~~otherwise~~increases, ~~requires~~cyberattacks or decreased availability of raw materials or components, including as a result of war, natural disasters, actual or threatened public health emergencies or other business continuity events, could adversely affect our operations and, depending on the ~~share~~length ~~information~~and severity of the disruption, could limit our ability to manufacture products on a timely basis. Additionally, nonperformance or underperformance by third-party suppliers could materially impact our ability to perform obligations to our customers, which could result in ~~this~~a ~~prospectus:~~customer terminating their contract with us, exposing us to liability and substantially impairing our ability to compete for future contracts and orders. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

•We ~~assumes~~also andepend ~~initial~~on ~~public~~multiple ~~offering~~routes ~~price~~and modes of $transport ~~per~~to ~~share~~acquire ofcomponents and materials used in our ~~Class~~operations. AWe ~~common~~are ~~stock~~vulnerable to disruptions in transport and logistics activities due to weather-related problems, ~~the~~strikes, ~~midpoint~~lockouts, inadequacy of roadways, transportation infrastructure and port facilities or other events. We are also subject to fluctuations in the ~~estimated~~costs ~~price~~of ~~range~~transportation. ~~set~~We ~~forth~~may be unable to store components and materials sufficient for more than a limited period of production, which increases our dependence on ~~the~~efficient ~~cover~~logistics. ~~page~~In addition, during transport and shipping, our products and/or their components and materials may become damaged. Such factors could also result in liability and significant reputational harm. These factors could adversely impact our ability to deliver quality products to our customers and may have a material adverse effect on our business, financial condition and results of ~~this~~operations. ~~prospectus;~~

•34 assumes no exercise of the underwriters’ option to purchase up to an additional shares of Class A common stock from us and up to an additional shares of Class A common stock from the selling stockholders in this offering; and

•Our ~~does~~growth ~~not~~depends ~~reflect~~in ~~the~~part ~~issuance~~on ofcontinued upinvestment toin ~~shares~~new ofdata ~~Class~~centers, Awhich ~~common~~depends ~~stock~~in ~~reserved~~part ~~for~~on ~~future~~continued ~~grants~~interest orin ~~sale~~developing ~~under our 2026 Equity Incentive Plan~~AI.

29We generated 42% of our fiscal 2025 revenues from products used in Data Centers and we expect to continue to generate a substantial portion of our revenues from products used in Data Centers. Most of the data center products we sell are purchased by customers that are building new data centers so we are dependent on increasingly levels of data center construction to continue to grow our sales of data center products. Investment in data centers has increased significantly over the past several years in part as a result of growing demand for the computational resources required to train and run AI models. If the rate of investment in new data centers slows as a result of reduced interest in AI, government regulation that limits the use of AI, AI’s failure to deliver expected results, or for any other reason, we may not be able to achieve our anticipated level of growth, which could have an adverse effect on our business, financial condition and results of operations. Additionally, the electrical distribution needs of data centers are evolving rapidly and if we are not able to adapt our products to the needs of the market, our sales of data center products may decline which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~Demand offor ~~Contents~~our products depends, in large part, on new construction activity which has declined significantly during past recessions.

~~Summary~~The ~~Combined/Consolidated~~majority ~~Historical~~of our products are purchased by customers that are constructing new facilities or infrastructure. The level of new construction activity in the United States has historically been highly sensitive to macroeconomic conditions, including GDP growth, interest rates, capital availability, energy prices and ~~Unaudited~~government ~~Pro~~spending. ~~Forma~~If the level of new construction activity in the Data Center, Grid or Industrial markets where we focus declines, demand for our products is likely to be adversely impacted. The Industrial end market, in particular, has historically been and will continue to be vulnerable to macroeconomic downturns. Additionally, reductions in demand often lead to greater price competition as well as decreased revenue and profit, which could have a material adverse effect on our business, financial condition and results of operations.

~~Financial~~Any ~~Information~~delay or interruption in the operations of any of our manufacturing campuses could impair our ability to provide products to customers, which could have a material adverse effect on our business, financial condition and ~~Other~~results ~~Data~~of operations.

~~The~~We ~~following~~currently ~~tables~~operate ~~set~~ten ~~forth~~manufacturing campuses across five strategic locations: Minnesota, Texas, Maryland, California and Mexico. A work stoppage, labor shortage, major equipment failure or other production limitation at any of our ~~summary~~manufacturing ~~combined/consolidated~~campuses ~~historical~~could ~~data~~significantly impair our ability to deliver products to customers, ~~unaudited~~which ~~pro~~could ~~forma~~have a material adverse effect on our business, financial ~~information~~condition and ~~other~~results ~~data~~of ~~and unaudited~~operations. ~~supplemental~~Additionally, ~~pro~~manufacturing ~~forma~~disruptions ~~combined~~due to public health or safety events, severe weather, financial ~~information~~distress, ~~for~~unscheduled ~~our~~downtime, ~~business~~production ~~for~~constraints, ~~the~~mechanical ~~dates~~failures, cybersecurity attacks or geopolitical instability could further disrupt operations. These risks may be heightened in Mexico, where economic, political and ~~periods~~social ~~indicated~~instability can be more pronounced than in the United States.

~~The~~If ~~summary combined/consolidated~~we ~~statements~~are ofnot ~~operations~~able ~~data for the period from July 1, 2023~~ to ~~October 31,~~operate ~~2023~~at ~~(“Predecessor”),~~full ~~the~~capacity ~~period from September 8~~in, ~~2023~~or ~~(“Inception”)~~lose ~~through~~access ~~June 30~~to, ~~2024~~any ~~and~~of ~~the~~our ~~year ended~~campuses ~~June 30,~~for ~~2025~~any ~~(“Successor”) and the summary combined/consolidated balance sheet data as of June 30~~reason, ~~2024~~we ~~have~~may ~~been~~be ~~derived~~forced ~~from~~to ~~the~~purchase ~~combined/consolidated~~components ~~audited~~for ~~financial~~our ~~statements~~products ~~of the Forgent Intermediate LLC included elsewhere in this prospectus. For the period~~ from ~~Inception~~third toparty ~~October~~suppliers ~~31,~~which ~~2023,~~could ~~Forgent~~lead ~~Intermediate LLC’s operations were related solely~~ to ~~organizational activities and the MGM Transaction~~delays, ~~for~~quality ~~which~~control itissues ~~incurred~~or ~~transaction~~additional costs ~~that were funded through equity contributions~~. ~~See “Basis of Presentation and Organizational Structure.” The summary condensed consolidated financial statements as of September 30~~Additionally, ~~2025~~significant ~~and~~capital ~~for~~investment ~~the~~to ~~three~~increase ~~months~~manufacturing ~~ended~~capacity ~~September~~may ~~30, 2024~~be ~~and~~required ~~2025~~to ~~have~~expand ~~been~~our ~~derived~~business ~~from~~or ~~the~~meet ~~unaudited~~increased ~~condensed~~demand ~~consolidated~~for ~~financial~~our ~~statements~~products ~~of Forgent Intermediate LLC included elsewhere~~ in ~~this~~the ~~prospectus~~future.

~~Historically~~Further, ~~our~~we ~~business~~may ~~has~~experience ~~been~~a ~~operated~~shortage ~~through~~of ~~Forgent~~qualified hourly ~~Intermediate~~labor availability ~~LLC,~~in ~~together~~certain ~~with~~regions ~~its~~in ~~subsidiaries.~~which ~~Forgent~~we ~~Power Solutions~~operate, ~~Inc. was~~contributing ~~formed~~to ~~for~~production ~~the~~volatility ~~purpose of this offering~~ and ~~has~~inefficiencies ~~engaged to date only~~ in ~~activities~~the inmanufacturing ~~contemplation~~process, ofas ~~this~~well ~~offering.~~as ~~All~~increased oflabor ~~our business is conducted through Forgent Power Solutions LLC, and its subsidiaries~~costs. ~~Following~~If ~~the~~we ~~Up-C~~cannot ~~Transactions, Forgent~~secure ~~Power~~sufficient hourly ~~Solutions~~labor resources, ~~Inc.~~we ~~will~~may be aunable ~~holding~~to ~~company~~protect ~~whose~~continuity ~~sole~~of ~~material~~supply ~~asset~~and ~~will~~meet becustomer ~~the~~demand. ~~indirect~~Any ~~ownership~~ of ~~the~~these ~~Opco~~risks ~~LLC~~could ~~Interests~~have ina ~~Forgent~~material ~~Power~~adverse ~~Solutions~~effect ~~LLC.~~on ~~For more information regarding the organizational transactions and~~ our ~~holding company structure~~business, ~~see~~financial ~~“Organizational~~condition ~~Structure.”~~or ~~Our historical~~ results ~~are not necessarily indicative~~ of ~~our results to be expected in any future period~~operations.

~~The~~35 unaudited pro forma financial information is derived from the Unaudited Pro Forma Consolidated Financial Statements included elsewhere in this prospectus. The unaudited pro forma consolidated financial information is subject to change based on the actual initial public offering price, the number of Class A common shares sold in this offering, and other terms of this offering determined at pricing. The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of Forgent Power Solutions, Inc. that would have occurred had it operated according to the organizational structure set forth herein to be in place post-offering as a standalone public company during the periods presented.

~~The~~We ~~Pro Forma~~are ~~2024~~in ~~Financial~~the ~~Information~~process ~~presented~~of ~~below~~expanding isour ~~derived~~manufacturing ~~from~~capacity. ~~the~~If ~~unaudited~~we ~~supplemental~~are ~~pro forma~~unable ~~combined~~to ~~financial information~~complete ~~presented~~our ~~elsewhere~~expansion in ~~this~~the ~~prospectus.~~timeframe ~~The~~we ~~Pro Forma~~anticipate ~~2024~~or ~~Financial~~the ~~Information~~expansion isdoes ~~for~~not ~~illustrative~~give ~~and~~us ~~informational~~the ~~purposes~~additional ~~only~~capacity ~~and~~we isexpect, ~~not~~we ~~intended~~may tonot ~~represent or~~ be ~~indicative~~able ofto achieve our ~~results~~anticipated level of ~~operations~~growth ~~for~~which ~~such~~could ~~periods~~have ~~had the~~a ~~specified~~material ~~transactions~~adverse ~~occurred~~effect on ~~their~~our ~~actual~~business, ~~dates or as of any other date within the periods covered by this~~ financial ~~information.~~condition ~~The~~and ~~Pro Forma 2024 Financial Information should also not be considered representative of our future~~ results of operations.

30We are in the process of replacing our Commerce, California campus with a new campus in Vernon, California; expanding our Waco, Texas, Hanover, Maryland and Tijuana, Mexico campuses; and have constructed a new campus in Dayton, Minnesota. While construction at these locations is substantially complete, we are still in process of ramping up our production at these campuses. Continuing to increase our revenues and profits depends on our ability to commission the necessary production equipment, train the required employees and ramp up our production to target levels. If we are unable to ramp up our production in the timeframe we anticipate, we may miss the opportunity to sell additional products which could prevent us from achieving our anticipated level of revenue growth which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~Amounts ofincluded ~~Contents~~in our Backlog may not result in the revenue or generate profits in the amount we expect or on the timeframe we anticipate.

~~The~~As ~~summary~~of December 31, 2025, we had Backlog of approximately $1.5 billion, a portion of which was subsequently recognized as revenue. Although our ~~combined/consolidated~~Backlog ~~financial~~amount ~~data~~is based on purchase orders or other contractual commitments, we cannot guarantee that our Backlog will result in revenue in the ~~unaudited~~originally ~~pro~~anticipated ~~forma~~period ~~financial information~~or ~~and~~amounts or at all. In addition, the ~~Pro~~orders ~~Forma~~included ~~2024~~in ~~Financial~~our ~~Information~~Backlog ~~should~~may benot ~~read~~generate ~~together~~margins ~~with~~equal to our historical operating results. We have limited historical experience in determining on a combined~~/consolidated~~ ~~financial~~business ~~statements~~basis the level of realization we actually achieve on our Backlog. The timing of our recognition of our Backlog is subject to a variety of factors. Our customers may experience project delays or cancel orders as a result of external market factors and ~~the~~economic ~~related~~or ~~notes~~other factors beyond our or their control. Such delays may lead to fluctuations in our results of operations from quarter to quarter, asmaking ~~well~~it asdifficult ~~the~~to ~~sections~~predict ~~captioned~~our ~~“Unaudited~~financial ~~Pro~~performance ~~Forma~~on ~~Consolidated~~a ~~Financial Statements~~quarterly basis. Moreover,” ~~“Unaudited~~while ~~Supplemental~~we ~~Pro Forma~~have ~~Combined~~historically ~~Financial~~experienced ~~Information”~~few order cancellations and ~~“Management’s~~the ~~Discussion~~amount ~~and~~of ~~Analysis~~order cancellations has not been material compared to our total contract volume, if we were to experience a significant amount of ~~Financial~~order ~~Condition~~cancellations or reductions in customer purchase orders, it would reduce our Backlog and, ~~Results~~consequently, ofour ~~Operations”~~future ~~appearing~~sales. ~~elsewhere~~If our Backlog fails to result in ~~this prospectus~~revenue in the amount we expect or on the timeframe we anticipate, we may not be able to achieve our anticipated level of growth which could have a material adverse effect on our business, financial condition and results of operations.

	Predecessor			Successor						Successor
	Period fromJuly 1, 2023 toOctober 31,2023			Period fromInception toJune 30,2024			Pro Forma2024FinancialInformation			Year EndedJune 30,2025			Three Months EndedSeptember 30,
													2024			2025
(in thousands, except per share data)
Revenues	$	64,478		$	181,310		$	482,714		$	753,188		$	154,013		$	283,274
Cost of Revenues		40,664			113,570			292,310			475,122			87,568			185,322
Gross Profit		23,814			67,740			190,404			278,066			66,445			97,952
Operating Expenses
Selling, general and administrative expenses		11,321			52,077			100,686			146,270			26,147			53,583
Depreciation and amortization		93			20,418			71,341			59,559			17,697			13,206
Total Operating Expenses		11,414			72,495			172,027			205,829			43,844			66,789
Income (Loss) from Operations		12,400			(4,755	)		18,377			72,237			22,601			31,163
Other Income (Expense)
Interest expense		(778	)		(21,855	)		(58,729	)		(54,778	)		(14,878	)		(13,873	)
Interest income		342			1,832			4,405			5,558			1,679			905
Other expense		(313	)		(381	)		(587	)		(231	)		(854	)		295
Total Other Expense, net		(749	)		(20,404	)		(54,911	)		(49,451	)		(14,053	)		(12,673	)
Income (Loss) Before Tax (Expense) Benefit		11,651			(25,159	)		(36,534	)		22,786			8,548			18,490
Income Tax (Expense) Benefit		(3,190	)		5,957			8,441			(5,340	)		(1,211	)		(2,934	)
Net Income (Loss)		8,461			(19,202	)		(28,093	)		17,446			7,337			15,556
Less: net income (loss) attributable to non-controlling interest		—			(1,381	)		(8,709	)		2,250			1,056			5,543
Net Income (Loss) attributable to Forgent Intermediate LLC / Forgent Power Solutions	$	8,461		$	(17,821	)	$	(19,384	)	$	15,196		$	6,281		$	10,013
Pro forma net income per share data (unaudited)
Pro forma earnings per share information—basic and diluted(1)										$						$
Weighted-average number of shares outstanding—basic and diluted

We operate in competitive environments. Our failure to compete successfully could cause us to lose market share, which could have a material adverse effect on our business, financial condition and results of operations.

~~(1)~~Our ~~See~~products ~~Note~~are subject to competitive pressures, and we face competition from both international and domestic competitors. We compete against large and well-established national and global companies who may have greater financial, technical and marketing resources than we do, as well as regional and local companies who may be able to apply targeted financial, technical and marketing resources to a particular segment of the ~~unaudited~~market ~~pro~~in ~~forma~~ways ~~consolidated~~that ~~statement~~we cannot. We compete based on product performance and features, reliability and duration of ~~operations~~product ~~for~~warranty, ~~the~~lead ~~year~~time, ~~ended~~ability ~~June~~to 30customize and price. We help our products maintain commercial attractiveness at acceptable pricing levels by focusing on product enhancements, ~~2025~~using high quality but cost-effective supply chain and managing production and delivery methods. A change in the ~~three~~strategic ~~months~~priorities ~~ended~~of ~~September~~our 30business or a failure to anticipate or respond quickly to a number of factors including technological developments or emerging technologies, ~~2025~~evolving industry standards, new regulations or incentives, changing customer demands, supply chain issues or innovations in ~~“Unaudited~~production ~~Pro~~techniques ~~Forma~~in ~~Consolidated~~the ~~Financial~~industries ~~Statements”~~we ~~for~~serve could cause us to experience lower revenues, price erosion, lower margins and could result in forgone growth opportunities. Technological shifts and emerging technologies could also pose a risk and could cause the ~~calculation~~eventual obsolescence of ~~pro~~the ~~forma~~products ~~basic~~and solutions we currently produce if we are unable to manage and ~~diluted~~adapt ~~net~~to ~~income~~the ~~per~~changes ~~share.~~in the

3136

~~Table~~ technological environment. Shifts in consumer preferences, which may or may not be long-term, have altered the quantity, type and prices of ~~Contents~~products demanded by the end-consumer and our customers. In particular, to successfully compete, we must continue to align our current products and new product development and sales efforts to the needs of customers in the high-growth end markets we focus on. We must continue to meet evolving customer demands, such as developing advanced powertrain designs for data centers. Additionally, if our competitors add significant capacity, or demand falls, the price of the electrical distribution equipment we produce may not increase in the future and we may experience decreases in the price of our products. Because we sell components to integrators and other OEMs who incorporate them into products that compete with our Powertrain Solutions, it is possible for us to be in competition with some of our customers in certain product areas. If these customers chose to stop purchasing components from us and instead purchase components from our competitors, it could decrease the demand for our products. If we are unable to respond successfully to these competitive pressures, it could have a material adverse effect on our business, financial condition and results of operations.

	Successor
	As ofSeptember 30,2025		Pro Forma,As ofSeptember 30,2025	Pro FormaAs Adjusted,As ofSeptember 30,2025(1)
Consolidated Balance Sheet Data (in thousands):
Cash and Cash Equivalents	$	81,371	$	$
Total Assets	$	1,581,404	$	$
Total Debt, net of deferred financing costs	$	501,134	$	$
Total Liabilities	$	993,442	$	$

Any failure of our products could subject us to substantial liability, including product liability claims, which could damage our reputation or the reputation of one or more of our brands.

	Pro Forma2024FinancialInformation			Year EndedJune 30,2025			Three Months EndedSeptember 30,
							2024			2025
(in thousands)
Other Financial Information
Adjusted EBITDA(2)	$	99,209		$	169,173		$	43,220		$	65,100
Adjusted Net Income(2)	$	33,487		$	88,670		$	23,380		$	39,570
Adjusted EBITDA margin(3)		20.6	%		22.5	%		28.1	%		23.0	%

The products we sell are complex, highly customized and critical to the operation of customers’ facilities and infrastructure. A failure of our products as a result of a manufacturing defect could interrupt our customers’ operations, damage other equipment owned by them or injure their employees. Our regular testing and quality control efforts may not be effective in controlling or detecting all quality issues or errors, particularly with respect to faulty components manufactured by third parties. Defects could expose us to product warranty claims, including substantial expense for the recall and repair or replacement of a product or component, and product liability claims, including liability for personal injury or property damage. A significant product recall or serious defect or product or execution failure could have a material adverse effect on our business, financial condition and results of operations. We are not generally able to limit or exclude liability for personal injury or property damage to third parties under the laws of most jurisdictions in which we do business, and in the event of such incident, we could spend significant time, resources and money to resolve any such claim. We may also be required to pay for losses or injuries purportedly caused by the design, manufacture, installation or operation of our products.

~~(1)~~An ~~See~~inability ~~unaudited~~to ~~pro~~correct ~~forma~~a ~~consolidated~~product ~~balance~~defect ~~sheet~~could atresult ~~September~~in 30the failure of a product line, ~~2025~~temporary or permanent withdrawal from a product category or market, delays in ~~“Unaudited~~customer ~~Pro~~payments ~~Forma~~or ~~Consolidated~~refusals ~~Financial~~by ~~Statements~~our customers to make such payments, increased inventory costs, product reengineering expenses and our customers’ inability to operate.” Such defects could also negatively impact customer satisfaction and sentiment, generate adverse publicity, reduce future sales opportunities and damage our reputation or the reputation of one or more of our brands. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

~~(2)~~The ~~Adjusted~~long ~~EBITDA~~sales ~~and~~cycles ~~Adjusted~~for ~~Net~~certain ~~Income~~of ~~are~~our ~~financial~~electrical ~~measures~~distribution ~~that~~equipment, ~~are~~as ~~not~~well ~~calculated~~as inunpredictable ~~accordance~~placing ~~with~~or ~~accounting~~canceling ~~principles~~of ~~generally~~customer ~~accepted~~orders, inparticularly ~~the~~large ~~United~~orders, ~~States~~may ~~(“GAAP”).~~cause ~~For~~our ~~information~~revenues onand ~~why~~operating weresults ~~consider each~~ to bevary asignificantly ~~useful~~from ~~measure and a discussion of the material risks and limitations of such measures~~quarter-to-quarter, ~~see~~which ~~“Management’s~~could ~~Discussion~~make ~~and~~our ~~Analysis~~future ofresults ~~Financial Condition and Results~~ of ~~Operations—Non-GAAP~~operations ~~Financial~~less ~~Measures~~predictable.” ~~See table below for a reconciliation to the most directly comparable GAAP measure.~~

~~(3)~~A ~~Adjusted~~customer’s ~~EBITDA~~decision ~~margin~~to ispurchase ~~Adjusted~~certain ~~EBITDA~~of ~~divided~~our byproducts, particularly Custom Products and Powertrain Solutions, may involve a lengthy design and qualification process. In addition, the exact timing of customer orders can vary significantly based on factors outside of our control, including permitting and construction delays, availability of qualified labor to install the equipment and release of financing for the project. Consequently, our order booking and sales recognition process may be uncertain and unpredictable, with some customers placing large orders with short lead times on short advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic conditions or factors specific to the customer’s industry. The variability of customer orders may cause our revenues and results of operations to vary unexpectedly from quarter-to-quarter, making our future results of operations less predictable. Potential

3237

~~Table~~ cancellation of ~~Contents~~customer orders can also lead to cancellation fees with our vendors or excess inventory which, in combination with the lost sales, could have a material adverse effect on our business, financial condition and results of operations.

~~The~~If ~~table~~we ~~below~~are ~~reconciles~~unable ~~net~~to ~~income~~adequately ~~(loss)~~control tothe ~~Adjusted~~costs ~~EBITDA~~associated ~~for~~with ~~the~~our ~~periods~~manufacturing ~~presented:~~ campuses expansion, such failure could have a material adverse effect on our business, financial condition and results of operations.

	Pro Forma2024FinancialInformation			Year EndedJune 30,2025			Three Months EndedSeptember 30,
							2024			2025
(in thousands)
Net income (loss)	$	(28,093	)	$	17,446		$	7,337		$	15,556
Interest expense		58,729			54,778			14,878			13,873
Interest income		(4,405	)		(5,558	)		(1,679	)		(905	)
Income tax (benefit) expense		(8,441	)		5,340			1,211			2,934
Depreciation expense		3,420			6,188			1,144			3,106
Amortization of intangibles		70,074			58,676			17,498			12,778
Equity-based compensation		1,496			1,784			493			560
Sponsor fees and expenses(1)		2,386			15,171			1,762			6,600
Public company readiness costs(2)		—			6,086			42			1,402
Earnout expenses(3)		—			5,000			—			5,400
Non-recurring integration and consulting fees(4)		543			4,262			534			3,796
Investment banking fees and expenses(5)		3,500			—			—			—
Adjusted EBITDA	$	99,209		$	169,173		$	43,220		$	65,100

We are in the process of replacing our Commerce, California campus with a new campus in Vernon, California; expanding our Waco, Texas, Hanover, Maryland and Tijuana, Mexico campuses; and have constructed a new campus in Dayton, Minnesota. We expect our total capital expenditures for these campuses to be approximately $205 million of which we had incurred approximately $132 million through December 31, 2025. Although we do not expect to incur material additional capital expenditures for our expansion project past fiscal 2026, we expect to incur further costs associated with these campuses that may affect our profitability, including costs associated with hiring and training qualified employees and ramping up production. These costs may increase due to many factors, including factors beyond our control, such as higher transportation costs, supply chain disruptions, currency fluctuations, tariffs, inflation and adverse economic or political conditions. See “—Significant disruptions to our supply chain, including the high cost or unavailability of raw materials and components required to manufacture our products, and significant disruptions to our distribution networks could have a material adverse effect on our business, financial condition and results of operations” and “—Unexpected events, such as natural disasters, geopolitical conflicts, pandemics, a volatile global economic environment, inflation, high interest rates, a potential recession and other events beyond our control, may increase our cost of doing business or disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.” In addition, we already have pending contracts and orders from customers to be manufactured at these new campuses. As a result, any delay in such manufacturing may cause such customers to cease doing business with us, significantly reduce the amount of their purchases from us, move their business to competitors or new entrants or change their purchasing patterns. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

~~(1)~~If ~~Represents~~our ~~fees~~ongoing ~~and~~efforts ~~expense~~to ~~reimbursements~~reduce ~~paid~~our costs, such as using automation to increase labor productivity and implementing initiatives to control or reduce our ~~Sponsor~~overhead costs, ~~which~~are ~~will~~not nosuccessful, ~~longer~~it becould ~~paid~~have ~~following~~a ~~the~~material ~~consummation~~adverse ofeffect ~~this~~on ~~offering~~our business, financial condition and results of operations.

~~(2)~~Achieving ~~Represents~~our ~~non~~long-~~recurring~~term ~~professional~~financial ~~services~~targets ~~fees~~depends in part on our ability to control and/or reduce our costs. Generally, because many of our costs are affected by factors completely or substantially outside our control, we ~~incurred~~must seek to control or reduce costs through productivity initiatives. We seek to increase our productivity through lean operations, automation, vertically integrated manufacturing, supply chain management and economies of scale. The implementation of productivity initiatives can result in ~~connection~~a ~~with~~decrease ~~readying~~in our short-term earnings because of the ~~Company~~upfront costs we often must incur to implement improvements and the time it takes for production volumes to ramp up following changes to our manufacturing process. While controlling our cost base is important for our business and future competitiveness, there is no guarantee we will achieve this ~~offering~~goal. Additionally, ~~post-initial~~cost ~~public~~savings ~~offering~~anticipated ~~compliance~~by ~~requirements~~us are based on estimates and ~~statutory~~assumptions ~~SEC~~that ~~reporting~~are asinherently ~~well~~uncertain asand ~~certain~~may ~~non-recurring~~be ~~recruiting~~subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and may be beyond our control. For example, our efforts to bring automation to our winding processes, in our sheet metal area, our assembly flow and wiring processes may take longer than anticipated or prove unsuccessful. If we are not able to identify and implement initiatives that control and/or reduce costs and increase operating efficiency, or if the cost savings initiatives we have implemented to date do not generate expected cost savings, it could have a material adverse effect on our business, financial condition and results of operations.

~~(3)~~Furthermore, ~~Represents~~the ~~non-recurring~~full ~~earnout~~benefits ~~amounts~~of ~~accrued~~the tocombination ~~certain~~and ~~sellers~~integration inof ~~connection with~~ the Business Acquisitions, including the anticipated sales or growth opportunities, may not be realized as expected. The success of the integration of the business will also depend on our ability to integrate these previously distinct entities into a single operation and

~~(4)~~38 ~~Represents non-recurring professional services fees we incurred in connection with certain post-acquisition activities, including valuation, technical accounting and integration consulting services.~~

~~(5)~~ realize ~~Represents~~the ~~investment~~corresponding ~~banking~~benefits. ~~fees~~Failure to achieve these anticipated benefits could inhibit our efforts to reduce our costs, decrease or delay any expected accretive effects and ~~expenses~~could ~~associated~~have ~~with~~a ~~the~~material ~~Business~~adverse ~~Acquisitions~~effect on our business, financial condition and results of operations.

~~The~~Changing ~~following~~U.S. ~~table~~Department ~~reconciles~~of ~~net~~Energy ~~income~~ (~~loss~~the “DOE”) toefficiency ~~Adjusted~~standards ~~Net~~for ~~Income~~transformers ~~for~~could increase the ~~periods~~cost ~~presented:~~of producing our transformer products. If we are unable to pass these higher costs on to our customers, margins on our transformer products could decline.

	Pro Forma 2024 FinancialInformation			Year EndedJune 30, 2025			Three Months EndedSeptember 30,
							2024			2025
(in thousands)
Net income (loss)	$	(28,093	)	$	17,446		$	7,337		$	15,556
Amortization of intangibles		70,074			58,676			17,498			12,778
Amortization of deferred financing costs		2,511			2,511			700			999
Equity-based compensation		1,496			1,784			493			560
Sponsor fees and expenses(1)		2,386			15,171			1,762			6,600
Public company readiness costs(2)		—			6,086			42			1,402
Earnout expenses(3)		—			5,000			—			5,400
Non-recurring integration and consulting fees(4)		543			4,262			534			3,796
Investment banking fees and expenses(5)		3,500			—			—			—
Tax impact of adjustments (6)		(18,930	)		(22,266	)		(4,986	)		(7,521	)
Adjusted Net Income	$	33,487		$	88,670			$23,380		$	39,570

The DOE has mandated higher energy efficiency standards for transformers that are set to take effect in 2029. Meeting the new standards will require using amorphous steel, rather than grain-oriented electrical steel, in a portion of our transformer products. Using amorphous steel may necessitate adjustments to our product designs, manufacturing processes and supply chain. Adapting our manufacturing processes to accommodate amorphous steel may involve capital investment, additional training and other operational adjustments, which could increase our cost to manufacture these products. The price of amorphous steel is also significantly higher than grain-oriented electrical steel. If we are unable to pass these higher costs on to our customers, margins on our transformer products could decline which could have a material adverse effect on our business, financial condition and results of operations.

~~(1)~~If ~~Represents~~we ~~fees~~fail to motivate and ~~expense~~retain ~~reimbursements~~our ~~paid~~key personnel or if we fail to ~~our~~attract ~~Sponsor,~~additional ~~which~~qualified ~~will~~personnel, nowe ~~longer~~may not be ~~paid~~able ~~following~~to ~~the~~achieve ~~consummation~~our anticipated level of ~~this~~growth ~~offering~~and could have a material adverse effect on our business, financial condition and results of operations.

33Our future success and ability to implement our business strategy depends, in part, on our ability to attract, train, compensate, motivate and retain key personnel, and on the continued contributions of members of our senior management team and key technical personnel each of whom would be difficult to replace. All of our employees, including our senior management, are free to terminate their employment relationships with us at any time. The departure of key personnel could disrupt our business. Competition for highly skilled individuals with technical expertise generally is extremely intense within and outside of our markets, and we face challenges identifying, hiring, training and retaining qualified personnel in many areas of our business. Integrating new employees into our team could prove disruptive to our operations, require substantial resources and management attention and ultimately prove unsuccessful. We cannot be certain that our labor costs will not increase as a result of a shortage in the supply of skilled, unskilled and technical personnel or any related governmental regulations. Labor shortages and/or an inability to retain our senior management and other key personnel and talent or to attract and train additional qualified personnel could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~Our failure to manage customer relationships and customer contracts could have a material adverse effect on our business, financial condition and results of ~~Contents~~operations.

~~(2)~~An ~~Represents~~important ~~non~~element of our success is our ability to manage our long-~~recurring~~standing ~~professional~~customer ~~services~~relationships, ~~fees~~while wedelivering ~~incurred~~against our contractual requirements and anticipating changes in ~~connection~~customer ~~with~~requirements ~~readying~~and ~~the~~preferences. ~~Company~~Existing ~~for~~or ~~this~~potential ~~offering,~~customers ~~post-initial~~may ~~public~~delay ~~offering~~or ~~compliance~~cancel ~~requirements~~plans to purchase our products, and ~~statutory~~may ~~SEC~~not ~~reporting~~be asable ~~well~~to fulfill their obligations to us in a timely fashion or at all as a result of business deterioration, cash flow shortages, shifts in the availability of financing for certain ~~non~~types of projects or technologies (such as prohibitions on financing for fossil fuel-~~recurring~~based ~~recruiting~~projects ~~costs~~or technologies), macroeconomic conditions, changes in law, disputes or other delays. Further, customer deposits or advance payments may potentially be affected due to their business deterioration and/or macroeconomic challenges. As a result, part of our success relies on our customers’ abilities to continue to grow their business and undertake such projects. If a large customer was to experience difficulties in fulfilling their obligations to us, cease doing business with us, significantly reduce the amount of their purchases from us, favor competitors or new entrants or change their purchasing patterns, it could have a material adverse effect on our business, financial condition and results of operations. In addition, many of our customer contracts contain warranty and other provisions that could cause us to incur significant repair or replacement

~~(3)~~39 ~~Represents non-recurring earnout amounts accrued to certain sellers in connection with the Business Acquisitions.~~

~~(4)~~ costs, ~~Represents~~penalties, ~~non-recurring~~liquidated ~~professional~~or ~~services~~other ~~fees~~damages and/or unanticipated expenses with respect to the timely delivery, functionality, deployment, operation and availability of our products. For example, we ~~incurred~~face inrisks ~~connection~~related to our ability to assemble and deliver customized electrical distribution equipment and integrated solutions on the timelines and schedules detailed and otherwise comply with ~~certain~~our ~~post-acquisition~~customer ~~activities~~contracts. Failure to adhere to requirements and performance obligations under our customer agreements, ~~including~~whether ~~valuation~~such failure is actual or alleged, ~~technical~~has ~~accounting~~resulted in and ~~integration~~could ~~consulting~~in ~~services~~the future result in higher potential costs, present litigation risks or expose us to liquidated damages, and could have a material adverse effect on our business, financial condition and results of operations.

~~(5)~~Changes ~~Represents~~in ~~investment~~technology ~~banking~~or ~~fees~~customer ~~and~~preferences ~~expenses~~could ~~associated~~result ~~with~~in ~~the~~less ~~Business~~demand ~~Acquisitions~~for certain categories of electrical distribution equipment which could have an adverse impact on our business.

~~(6)~~Changes ~~Represents~~in ~~the~~voltages, ~~estimated~~redundancy ~~tax~~requirements, ~~impact~~compute architecture, algorithmic efficiency, power electronics or power conversion methods could result in less demand for certain categories of ~~all~~electrical ~~Adjusted~~distribution ~~Net~~equipment. ~~Income~~The ~~add-backs~~requirements for electrical distribution equipment used in data centers, ~~excluding~~in ~~those~~particular, ~~which~~can ~~represent~~change ~~permanent~~rapidly. ~~differences~~For ~~between~~example, ~~book~~algorithmic ~~versus~~improvements ~~tax~~and changes in compute design could reduce power requirements, and advances in power electronics, including power semiconductors, could simplify electrical distribution systems, potentially reducing demand for our products.

34In addition, power conversion may increasingly occur at higher frequencies, which can change the thermal and physical characteristics of transformers and other electrical distribution equipment. Power distribution in certain applications could also change from alternating current to direct current. If either of these changes occur, demand could shift to products we do not currently offer, which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~Large ofcompanies ~~Contents~~often require more favorable terms and conditions in our contracts, which could result in downward pricing pressures on our business, less desirable payment terms or greater warranty and contractual obligations.

~~RISK~~Large ~~FACTORS~~companies comprise a portion of our customer base and generally have greater purchasing power than smaller entities. Accordingly, these customers often require more favorable terms and conditions from suppliers including us. Consolidation among such large customers can further increase their buying power and ability to demand terms that are less favorable to us, including lower average selling prices. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material or other cost increases. If we are forced to reduce prices or to maintain prices during periods of increased costs, or if we lose customers because of pricing or other methods of competition, it could have a material adverse effect on our business, financial condition and results of operations.

~~Investing~~In inaddition, ~~our~~these ~~Class A~~customers ~~common~~may ~~stock~~impose ~~involves a~~ substantial ~~risk~~penalties offor ~~loss.~~any ~~You~~product ~~should~~or ~~carefully~~service ~~consider~~failures ~~these~~caused ~~risk~~by ~~factors,~~us. ~~together with~~As ~~all~~we ofseek ~~the~~to ~~other~~sell ~~information~~more ~~included~~products into ~~this~~such ~~prospectus~~customers, ~~before~~we ~~you~~may ~~decide~~be required to ~~purchase~~agree ~~shares~~to ofsuch ~~our~~terms ~~Class A~~and ~~common~~conditions ~~stock.~~more ~~If any of the following risks occur~~frequently, itwhich ~~could~~may ~~have~~include aterms ~~material adverse effect on our business, financial condition and results of operations. In~~ that ~~case,~~affect the ~~trading~~timing ~~price~~ of our ~~Class A~~cash ~~common~~flow ~~stock~~and ~~could~~ability ~~decline~~to recognize revenue, and ~~you~~ could ~~lose~~have ~~part~~a ormaterial ~~all~~adverse ofeffect ~~your~~on ~~investment.~~our ~~Some statements in this prospectus~~business, ~~including~~financial ~~statements~~condition inand ~~the~~results ~~following risk factors, constitute forward-looking statements. See the section~~ of ~~this prospectus captioned “Special Note Regarding Forward-Looking Statements~~operations.”

~~Risks~~Our ~~Related~~strategy to ~~Our~~increase ~~Business~~our sales of Powertrain Solutions could result in a concentration of our sales with fewer customers and ~~Our~~a ~~Industry~~significant reduction in orders from any one of these customers could adversely impact our business.

~~Prices~~Selling ~~for~~Powertrain ~~electrical~~Solutions ~~distribution~~involves ~~equipment~~delivering ~~have~~multiple ~~increased~~products ~~significantly~~to ~~over~~one ~~the~~customer ~~past~~which ~~several~~results ~~years~~in larger average order sizes. If ~~there~~we isare ~~less~~successful ~~demand~~in ~~for,~~our orstrategy ~~greater~~to ~~supply~~increase our sales of Powertrain Solutions, ~~electrical~~ ~~distribution~~we ~~equipment~~will inlikely ~~the~~generate ~~future,~~a ~~the~~greater ~~price~~proportion of ~~electrical~~our ~~distribution~~revenues ~~equipment~~from ~~could~~a ~~decline~~smaller ~~which~~number ~~would~~of ~~adversely~~customers ~~impact~~over ~~both~~time. ~~our~~These ~~revenue~~customers ~~growth~~may be able to negotiate more favorable pricing and ~~profit~~payment ~~margins.~~terms from us which could impact our

~~The~~40 price of electrical distribution equipment is influenced by customer demand, available supply which is primarily a function of manufacturing capacity, regulation governing the use of products manufactured outside of the United States in the electrical grid and the price of certain raw material inputs such as electrical steel, carbon steel, aluminum, copper, and specialized insulation materials as well as key components such as circuit breakers, among other factors. Over the past several years, the price of electrical distribution equipment in the United States has increased significantly as demand has grown faster than supply. We and some of our competitors have recently announced plans to add capacity to meet growing demand from these and other industries. If our industry adds capacity faster than demand grows, prices for electrical distribution equipment and integrated solutions could decline. Additionally, a significant amount of our sales are to new construction projects. If financing is not available for customers to complete these new construction projects there may be less demand for our products and, as a result, prices for electrical distribution equipment could decline. If prices for electrical distribution equipment decline, both our revenue growth and profit margins could be significantly impacted, which could have a material adverse effect on our business, financial condition and results of operations.

~~We use significant amounts of electrical steel, as~~ ~~well~~margins ~~as carbon steel, aluminum~~ and ~~copper~~cash inflow ~~various~~from ~~forms,~~operations ~~including busbar, wire~~ and ~~foil, to produce our products. These materials are commodities whose prices have fluctuated significantly over time. If~~ the ~~prices~~loss of ~~electrical~~any ~~steel,~~one ~~carbon steel,~~of ~~aluminum~~them orcould ~~copper~~result ~~increase~~ in ~~the~~a ~~future~~material ~~and~~adverse weeffect ~~are unable to pass those increases~~ on to our ~~customers~~business, ~~our~~financial ~~profit~~condition ~~margins~~and ~~could~~results beof ~~significantly impacted~~operations.

~~Electrical~~We ~~steel,~~depend asupon ~~well~~a assmall ~~carbon~~number ~~steel,~~of ~~aluminum~~outside ~~and copper are key raw materials we use to produce our products. Electrical steel~~vendors, ~~carbon steel,~~subcontractors ~~aluminum~~ and ~~copper~~third-party ~~have historically experienced significant price volatility~~suppliers. ~~For~~Our ~~example,~~operations copper prices rose significantly in the first quarter of fiscal 2026. While some of our customer contracts include price escalation mechanisms that adjust the final price of our products based on commodity price movements between order and ~~shipment,~~quality acontrol ~~significant portion do not. If prices for electrical steel, carbon steel, aluminum or copper increase in the future and we are unable to pass those increases on to our customers, our profit margins~~ could be ~~significantly~~disrupted ~~impacted.~~if ~~Additionally,~~ we ~~source~~encounter ~~these~~problems ~~raw~~with ~~materials~~these ~~from both international and domestic~~ vendors, and our ~~supply~~reputation chain is therefore exposed to a broad range of market, logistical and regulatory risks. International purchases, in particular, are subject to evolving trade policy and geopolitical dynamics. Changes in government policy, including the imposition of tariffs, duties, import and export restrictions or country-specific procurement limitations, could ~~significantly~~be ~~impact our access to materials or increase the price we pay for them~~harmed, which could have a material adverse effect on our business, financial condition and results of operations. See “—We purchase raw materials and components used in our products from international vendors who are subject to duties, tariffs and other government trade regulations. Our cost of and access to raw materials and components from international vendors could be impacted by changes in

35We depend upon a small number of vendors, subcontractors and third-party suppliers to manufacture certain parts used in our products. Additionally, in certain international markets we have contract manufacturing relationships with certain suppliers and rely on these vendors to manufacture complete products for us. Our reliance on these vendors makes us vulnerable to possible capacity constraints and reduces our control over parts availability, delivery schedules, manufacturing yields and costs.

~~Table~~If any of ~~Contents~~our vendors are unable or unwilling to manufacture the components we require in sufficient volumes, at the necessary quality levels or under favorable supply agreement terms, we would need to either produce these components at our principal manufacturing campuses or find and qualify alternative vendors. Insourcing production of these components could increase our costs. Additionally, alternative vendors might be unavailable, unable to meet our quality or production standards or unwilling to provide commercially reasonable terms. Any significant disruption in manufacturing could force us to reduce product supply to customers or incur higher shipping costs to address delays, potentially damaging our reputation and have a material adverse effect on our business, financial condition and results of operations.

~~government~~Disruption ~~policies~~of, ~~including~~or ~~the~~consolidation ~~imposition~~or ofchanges ~~additional~~in, ~~duties~~the performance, ~~tariffs~~operating ~~and~~models ~~other~~or ~~charges~~financial oncondition ~~imports~~of our independent sales representatives and ~~exports~~distributors orcould ~~restrictions~~have a material adverse effect on ~~purchase~~our ofbusiness, ~~components~~financial ~~from~~condition ~~certain~~and ~~foreign countries~~results of operations.”

We ~~purchase~~rely, ~~raw~~in ~~materials~~part, on independent sales representatives and ~~components~~distributors ~~used~~to insell our products, ~~from~~some ~~international~~of ~~vendors~~whom operate on an exclusive basis. We maintain a network of third-party sale representatives strategically located across the United States who ~~are~~receive ~~subject~~commissions when they sell our products and distributors who stock our products and sell them to ~~duties,~~contractors ~~tariffs~~and end-users. The independent sales representatives we work with usually focus on selling our electrical distribution equipment, and ~~other~~ ~~government~~we ~~trade~~generally ~~regulations~~grant them exclusivity to sell our products within a defined geographic area. ~~Our~~If ~~cost~~these third parties’ financial condition or operations weaken, including as a result of a shift away from the go-to-market model they currently follow, and ~~access~~they are unable to ~~raw~~successfully ~~materials~~market and ~~components~~sell ~~from~~our ~~international~~products, ~~vendors~~it could behave ~~adversely~~a ~~impacted~~material byadverse ~~changes~~effect inon ~~government~~our ~~policies~~business, ~~including~~financial ~~the~~condition ~~imposition~~and results of ~~additional~~operations. ~~duties~~In addition, ~~tariffs~~if there are disruptions or consolidation in their markets, such parties may be able to improve their negotiating position and ~~other charges~~renegotiate onhistorical ~~imports~~terms and ~~exports~~agreements for the distribution of our products or ~~restrictions~~terminate onrelationships ~~purchases~~with us in favor of ~~components~~our ~~from~~competitors, ~~certain~~which ~~foreign~~could ~~countries~~have a material adverse effect on our business, financial condition and results of operations.

WeThere ~~purchase~~are ~~some~~risks ~~raw materials~~associated ~~used~~with in our ~~products,~~collaborations ~~including electrical steel, carbon steel, aluminum, copper and specialized insulation materials, as well as key components such as circuit breakers outside of the United States through arrangements~~ with ~~various vendors.~~third ~~Evolving~~parties ~~trade~~for ~~policy~~certain ~~in various countries~~projects, ~~including~~which ~~the~~could ~~People’s~~impose ~~Republic~~additional ~~of China, India and the United States, has created uncertainty with respect to tariff impacts on the~~ costs ~~of some of the raw materials~~ and ~~components~~obligations we purchase. We cannot predict what changes in trade policy will be made by the current or a future presidential administration or Congress, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any conceivable changes would have on ~~our business~~us. ~~We may be unable to quickly and effectively react to such changes, which could have a material adverse effect on our business, financial condition and results of operations.~~

~~Additionally,~~We ~~political,~~have ~~social~~entered orand ~~economic~~may ~~instability~~continue into ~~the regions~~enter ~~where~~into wecollaborations ~~purchase~~for ~~raw~~developing ~~materials~~designs and ~~components,~~manufacturing orand incommercial ~~other~~operations. ~~regions~~Our ~~where~~collaborations ~~our~~may ~~products~~expose ~~are~~us ~~made~~to risks, ~~could~~including ~~cause~~risks ~~disruptions~~with inrespect ~~trade~~to the economic, ~~including~~political ~~exports~~and toregulatory ~~the~~environment ~~United~~of ~~States.~~any ~~See~~foreign ~~“—We~~partners ~~manufacture~~with ~~some~~which ofwe collaborate, legal and regulatory violations committed by our ~~products~~partners inwhose ~~Mexico~~actions ~~and~~ are ~~exposed~~outside toof our control and risks associated with ~~doing~~certain ~~business~~exclusivity inobligations ~~Mexico,~~with ~~including~~our ~~compliance~~partners ~~with~~that ~~laws~~may ~~and~~impose ~~enforcement~~operational restrictions on us. If any of ~~consistent~~our ~~company-wide~~collaboration ~~standards~~partners ~~and~~provide ~~procedures.~~unsatisfactory Acontributions ~~disruption~~or infail ~~our~~to ~~Mexican~~comply ~~manufacturing~~with ~~operations~~applicable ~~could~~laws ~~have~~or aregulations ~~material~~or ~~adverse effect~~engage onin actions contrary to our ~~business~~projects, ~~financial~~our ~~condition~~brands and ~~results~~reputation may be harmed as a result of ~~operations~~our affiliation with such partner.” ~~Other~~In ~~events~~addition, ~~that~~since ~~could~~we ~~also~~do ~~cause~~not ~~disruptions~~have toprimary control over our ~~supply~~strategic ~~chain~~partners’ ~~include:~~direct contributions, we may have less control over its ultimate success or its impact on our brand. If our partners

•41 ~~the imposition of additional trade law provisions or regulations;~~

• cannot ~~quotas~~meet ~~imposed~~their byobligations ~~bilateral~~due ~~trade~~to ~~agreements;~~financial or other difficulties, including if they declare bankruptcy or otherwise modify their capital structure, we could be required to provide additional investment or services or take responsibility for breaches of contract or assume additional financial or operational obligations which could have a material adverse effect on our business, financial condition and results of operations.

•Our ~~new~~influence orover ~~additional~~our ~~duties~~collaboration ~~such~~partners asmay ~~anti-dumping~~be limited and ~~countervailing~~we ~~duties~~cannot ~~imposed~~control bytheir actions. Even in collaborations where we have greatest influence, we may be required to reach consensus with our collaborators in connection with major decisions concerning the Ucollaboration.S Our strategic partners in these arrangements may have economic or business interests that diverge from our interests. Additionally, differences in views among the collaboration participants may result in delayed decisions or ~~other~~disputes. ~~foreign~~Conflicts ~~governments;~~may arise in these arrangements concerning the achievement of performance milestones or the interpretation of significant terms under any agreement (including financial obligations), termination rights or the ownership or control of intellectual property developed during the collaboration.

•Unexpected ~~foreign~~events, ~~currency~~such ~~fluctuations;~~as natural disasters, geopolitical conflicts, pandemics, a volatile global economic environment, inflation, high interest rates, a potential recession and other events beyond our control, may increase our cost of doing business or disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.

•The ~~natural~~occurrence of one or more unexpected events or adverse change in conditions, including economic events (such as rising inflation), high interest rates, a potential recession, geopolitical conflicts (such as the wars between and among Russia and Ukraine, Israel and Hamas, the United States, Israel and Iran and other conflicts in the Middle East), acts of terrorism or violence, civil unrest, fires, tornadoes, tsunamis, hurricanes, earthquakes, floods and other forms of severe weather, particularly in regions in which we operate or in which our suppliers or customers are located, could have a material adverse effect on our business, financial condition and results of operations. Natural disasters;, product failures, power outages or other unexpected events could result in physical damage to and complete or partial closure of one or more of our manufacturing campuses, temporary or long-term disruption in the supply of raw materials and components from local and international suppliers, and disruption and delay in the transport of our products to project sites and distribution centers. Geopolitical conflicts can cause disruption and instability in global markets, supply chains and from time to time, the U.S. government has imposed sanctions restricting U.S. companies from conducting business with specified non-U.S. individuals and companies. In particular, the invasion of Ukraine by Russia and resulting sanctions by the United States, European Union and other countries restricting U.S. companies from conducting business with specified Russian and Ukrainian individuals and companies have contributed to inflation, market disruptions and increased volatility in commodity prices more acutely in the United States and Europe and a slowdown in global economic growth. The sanctions imposed by the U.S. government may be expanded in the future to restrict us from engaging with customers or vendors. In addition, a potential escalation of geopolitical tensions or political conflicts between the People’s Republic of China and Taiwan, including the risk of military conflict or economic sanctions related to a possible invasion, could significantly disrupt global supply chains for semiconductor chips. Although our products do not use complex semiconductor chips and the semiconductor chips we do use are widely available, complex semiconductor chips are critical to data center infrastructure and a key driver of demand in the Data Center end market. If we are unable to conduct business with new or existing customers or vendors, it could have a material adverse effect on our business, financial condition and results of operations.

•A public health ~~issues~~epidemic ~~and~~or ~~epidemic~~pandemic, ~~diseases~~such as the COVID-19 pandemic, ~~their~~poses ~~effects~~the (risk that our employees, contractors, suppliers, customers and other business partners may be prevented from conducting business activities for an indefinite period of time, including ~~any~~due ~~disruptions~~to ~~they~~shutdowns, travel restrictions or other actions that may ~~cause)~~be requested or ~~the~~mandated ~~perception~~by governmental authorities, or that such epidemic or pandemic may otherwise interrupt or impair business activities. For example, our manufacturing campuses and our suppliers and vendors could be disrupted by worker absenteeism, quarantines, shortage of ~~their~~test ~~effects~~kits and personal protection equipment for employees, ~~such~~office asand ~~the~~factory ~~COVID~~closures, disruptions to ports and other shipping infrastructure, or other travel or health-19related ~~pandemic;~~restrictions. If our manufacturing campuses and our suppliers or venders are so affected, our

•42 ~~theft;~~

• supply ~~restrictions~~chain, onmanufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships. Rising inflation and interest rates may increase our cost of capital and could reduce the ~~transfer~~number of ~~funds;~~customers who purchase our products as credit becomes more expensive or less available. Although there is market speculation that the Federal Reserve Board will lower interest rates, there can be no assurance that the Federal Reserve Board will actually decrease rates. Furthermore, the Federal Reserve may announce interest rate increases in the future. Our customers and suppliers could be affected directly by an economic downturn, including inflation, high interest rates or a potential recession, and some could face business deterioration, credit issues or cash flow problems that could give rise to payment delays, increased credit risk, bankruptcies and other financial hardships, which could impact customer demand for our products as well as our ability to manage normal commercial relationships with our customers and suppliers. Existing insurance coverage may not provide protection for all the costs that may arise from such events, and any incidents may result in loss of, or increased costs of, such insurance. In addition, while we have disaster recovery and business continuity plans (including those relating to our information technology (“IT”) systems), they may not be fully responsive to, or capable of eliminating or materially minimizing losses associated with, catastrophic events. As a result, any such business disruption could have a material adverse effect on our business, financial condition and results of operations.

•Political ~~the~~and ~~financial~~economic instability, restrictive trade policies, restrictions on the repatriation of funds and export and import restrictions may disrupt our supply chain and impact our ability to manufacture products to meet customer demands. The prices of raw materials and other components we use in production may increase and be susceptible to significant fluctuations due to trends in supply and demand, commodity prices, currency exchange rates, development in energy prices, transportation costs, government regulations and tariffs, price controls and economic conditions, changes in government monetary or ~~bankruptcy~~fiscal policies and labor market challenges, among other factors. In addition, various geopolitical factors, including the level of ~~vendors;~~economic activity in the People’s Republic of China, the war in Ukraine and conflicts in the Middle East, have added to the volatility in energy costs. These circumstances could have a material adverse effect on our business, financial condition and results of operations.

•International ~~significant~~expansion ~~labor~~could ~~disputes~~subject us to additional business, ~~such~~financial, asregulatory ~~dock~~and ~~strikes~~competitive risks.

~~Trade~~Our ~~restrictions,~~strategy ~~including~~is ~~new~~to orgrow ~~increased~~our ~~tariffs~~business oroutside ~~quotas,~~of ~~border~~the ~~taxes,~~United ~~embargoes,~~States ~~safeguards~~ and ~~customs~~expand ~~restrictions~~internationally. ~~against~~Our ~~certain components~~products ~~and~~to ~~materials,~~be asoffered ~~well~~outside asthe ~~labor~~United ~~strikes~~States ~~and~~may ~~work~~differ ~~stoppages~~from orour ~~boycotts,~~current ~~could~~products ~~also~~in ~~increase~~several ~~the~~ways, ~~cost~~such oras ~~reduce~~the orconsumption ~~delay~~and ~~the~~utilization ~~supply~~ of local raw materials, components and ~~components~~logistics, ~~available~~the toreengineering usof ~~and~~selected ~~could~~components ~~have~~to areduce ~~material~~costs, ~~adverse~~and ~~effect~~region-specific oncustomer ~~our~~training, ~~business~~site commissioning, ~~financial~~ ~~condition~~warranty remediation and ~~results~~other oftechnical ~~operations~~services.

36International markets have different characteristics from the U.S. market where we currently sell our products, and our success will depend on our ability to adapt properly to those differences. These differences may include differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, customs duties or other trade restrictions, limited or unfavorable intellectual property protection, international political or economic conditions, restrictions on the repatriation of earnings, longer sales cycles, warranty expectations, product return policies and cost, and performance and compatibility requirements. In addition, expanding into new geographic markets will increase our exposure to presently existing risks, such as fluctuations in the value of foreign currencies and difficulties and increased expenses in complying with U.S. and foreign laws, regulations and trade standards, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

~~Table~~Failure ofto ~~Contents~~manage the risks and challenges associated with our potential expansion into new geographic markets could adversely affect our revenues and our ability to achieve or sustain profitability. There can be no assurance that our products will be well-received by our customers or achieve commercial viability. Expanding into new markets imposes additional burdens on our sales, marketing and general managerial resources. The processes are costly, and our efforts to expand into new markets may not be successful. If we are unsuccessful in

~~Significant~~43 disruptions to our supply chain, including the high cost or unavailability of raw materials and components required to manufacture our products, and significant disruptions to our distribution networks could have a material adverse effect on our business, financial condition and results of operations.

~~Our~~ expanding ~~reliance~~into onnew ~~third-party suppliers~~markets, ~~service~~we ~~providers,~~may ~~externalized~~not ~~production~~be ~~vendors~~able ~~and~~to ~~commodity~~offset ~~markets~~the toexpenses ~~secure~~associated awith ~~variety~~the ofexpansion ~~raw materials,~~into ~~including~~new ~~electrical~~markets. ~~steel,~~If ~~carbon~~we ~~steel,~~are ~~aluminum,~~unable ~~copper~~to ~~and~~manage ~~specialized~~our ~~insulation~~expansion ~~materials,~~ and ~~key~~development ~~components,~~efforts ~~such as circuit breakers~~effectively, ~~used~~if in our ~~products,~~expansion ~~exposes~~and usdevelopment toefforts ~~volatility~~take inlonger ~~the~~than ~~prices~~planned ~~and~~or ~~availability~~are ofotherwise ~~these~~unsuccessful, ~~raw materials~~or ~~and~~if ~~components.~~our ~~Our~~costs ~~supply~~for ~~chains~~these ~~extend~~efforts ~~into~~exceed ~~many~~our ~~different~~expectations, ~~countries~~it ~~and~~could ~~regions~~have ofa ~~the~~material ~~world,~~adverse ~~including~~effect ~~many~~on ~~developing~~our ~~economies~~business, ~~particularly~~financial ~~for~~condition ~~electrical steel~~ and ~~carbon~~results ~~steel~~of operations.

WeOur ~~operate~~business instrategy amay ~~supply-constrained~~include ~~environment~~acquisitions, ~~and~~strategic ~~are~~investments ~~facing,~~ and ~~may~~divestitures ~~continue~~ to ~~face,~~support ~~supply-chain~~our ~~shortages~~growth, ~~inflationary pressures, shortages of skilled labor, transportation~~ and ~~logistics challenges and manufacturing disruptions that impact~~ our ~~ability~~failure to ~~fulfill,~~successfully ~~and~~implement ~~timeliness~~this instrategy ~~fulfilling,~~or ~~customer~~failure ~~orders.~~to Torealize ~~manage~~ the ~~impact~~expected ofbenefits ~~supply~~from ~~chain~~any ~~shortages~~integration, rationalization and ~~inflationary pressures,~~improvement efforts we have ~~sought,~~taken ~~and~~or may ~~continue~~take ~~to seek, to develop relationships with alternative suppliers, drive productivity initiatives~~ in ~~our~~the ~~manufacturing~~future ~~operations,~~could ~~provide additional training to our employees, develop alternate transportation routes, modes and providers and increase our prices to account for increases in our input costs. While these measures~~ have ~~successfully~~a ~~limited~~material ~~the~~adverse ~~historical~~effect ~~impact of supply constraints~~ on our business, ~~we expect supply chain pressures could continue to impact our business,~~ financial condition and results of operations ~~in the future~~.

WeOur ~~typically~~business dostrategy not enter into long-term contracts with our suppliers or sourcing partners. Instead, most raw materials and sourced goods are obtained on a “purchase order” basis. Any long-term supply and sourcing contracts may ~~obligate~~include usthe toacquisition ~~purchase~~of ~~materials,~~businesses ~~components~~ or ~~services~~ atinterests ~~prices higher than those available~~ in ~~the~~businesses ~~current~~that ~~market.~~increase ~~We generally source~~ our ~~key materials and components from a large number of domestic and international suppliers. However~~scale, wecomplement ~~rely on a single supplier for certain specialized insulation material used in~~ our ~~transformer~~existing ~~products.~~business Weor ~~have~~expand in the ~~past~~scope ~~experienced, and in the future may experience, disruptions related to availability~~ of ~~components and materials sourced from single suppliers, but the impact to~~ our ~~business, financial~~product ~~condition and results of operations from such disruptions have not been material~~offering. ~~However,~~Successful ifgrowth ~~one~~through ofacquisitions ~~these~~depends ~~suppliers~~upon ~~were~~our ~~unable~~ability to ~~provide~~identify ussuitable ~~with~~acquisition atargets ~~raw material~~ or ~~component we need~~assets, ~~our~~conduct ~~ability~~due todiligence, ~~manufacture~~negotiate ~~some~~transactions ofon ~~our~~favorable ~~products~~terms ~~could be~~and ~~adversely~~ultimately ~~affected~~complete ifsuch transactions and tointegrate the ~~extent~~acquired wetarget ~~are unable to find a sufficient alternative supply channel in a reasonable period of time~~ or onasset ~~commercially reasonable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations~~successfully.

~~Disruptions~~Acquisitions inmay ~~deliveries,~~expose capacity constraints, production disruptions up-or down-stream, price increases, cyberattacks or decreased availability of raw materials or components, including as a result of war, natural disasters, actual or threatened public health emergencies or other business continuity events, could adversely affect our operations and, depending on the length and severity of the disruption, could limit our ability to manufacture products on a timely basis. Additionally, nonperformance or underperformance by third-party suppliers could materially impact our ability to perform obligations to our customers, which could result in a customer terminating their contract with us, ~~exposing us~~ to ~~liability~~significant ~~and~~risks ~~substantially impairing our ability to compete for future contracts~~ and ~~orders. Any of these events could have a material adverse effect on our business~~uncertainties, ~~financial~~including: ~~condition and results of operations.~~

We• ~~also~~competition ~~depend~~for onacquisition ~~multiple~~targets ~~routes~~ and ~~modes of transport to acquire components and materials used in our operations. We are vulnerable to disruptions in transport and logistics activities due to weather-related problems~~assets, ~~strikes,~~which ~~lockouts, inadequacy of roadways, transportation infrastructure and port facilities or other events. We are also subject to fluctuations in the costs of transportation. We~~ may belead ~~unable~~ to ~~store~~substantial ~~components and materials sufficient for more than a limited period of production, which~~ increases ~~our~~in ~~dependence~~purchase onprice ~~efficient logistics. In addition, during transport and shipping, our products and/~~or ~~their components~~terms ~~and~~that ~~materials~~are ~~may~~less ~~become~~attractive ~~damaged. Such factors could also result in liability and significant reputational harm. These factors could adversely impact our ability~~ to ~~deliver quality products to our customers and may have a material adverse effect on our business, financial condition and results of operations.~~ us;

37• dependence on external sources of capital, in particular to finance the purchase price of acquisitions;

~~Table~~• ofrulings ~~Contents~~by antitrust or other regulatory bodies;

~~Our~~• ~~growth~~acquired ~~depends~~companies’ inprevious ~~part~~failure onto ~~continued~~comply ~~investment~~with inapplicable ~~new~~regulatory ~~data centers, which depends in part on continued interest in developing AI.~~ requirements;

We• ~~generated 42% of our fiscal 2025 revenues from products used in Data Centers and we expect to continue to generate a substantial portion of our revenues from products used in Data Centers. Most of~~ the ~~data~~integration ~~center products we sell are purchased by customers that are building new data centers so we are dependent on increasingly levels~~ of ~~data~~ center construction to continue to grow our sales of data center products. Investment in data centers has increased significantly over the past several years in part as a result of growing demand for the computational resources required to train and run AI models. If the rate of investment in new data centers slows as a result of reduced interest in AI, government regulation that limits the use of AI, AI’s failure to deliver expected results, or for any other reason, we may not be able to achieve our anticipated level of growth, which could have an adverse effect on our business, financial condition and results of operations. ~~Additionally,~~across ~~the~~different ~~electrical~~cultures ~~distribution needs of data centers are evolving rapidly~~ and if we are not able to adapt our products to the needs of the market, our sales of data center products may decline which could have a material adverse effect on our business, financial condition and results of operations. languages;

~~Demand~~• ~~for~~failure ~~our~~to ~~products~~timely ~~depends,~~integrate inacquired ~~large~~companies’ ~~part~~strategies, onfunctions ~~new~~and ~~construction~~products ~~activity~~into ~~which~~our ~~has declined significantly during past recessions.~~ own;

~~The~~• ~~majority~~inability ofto ~~our~~produce products ~~are~~at ~~purchased~~increased byscale ~~customers that are constructing new facilities~~ or ~~infrastructure.~~loss ~~The level~~ of ~~new~~previously ~~construction activity~~available indistribution the United States has historically been highly sensitive to macroeconomic conditions, including GDP growth, interest rates, capital availability, energy prices and government spending. If the level of new construction activity in the Data Center, Grid or Industrial markets where we focus declines, demand for our products is likely to be adversely impacted. The Industrial end market, in particular, has historically been and will continue to be vulnerable to macroeconomic downturns. Additionally, reductions in demand often lead to greater price competition as well as decreased revenue and profit, which could have a material adverse effect on our business, financial condition and results of operations. channels;

~~Any~~• ~~delay~~heightened orexternal ~~interruption~~scrutiny inon ~~the~~acquired ~~operations~~intellectual ofproperty ~~any~~rights, ofregulatory ~~our~~exclusivity ~~manufacturing~~periods ~~campuses~~and ~~could~~confidentiality ~~impair our ability to provide products to customers~~agreements, ~~which~~or ~~could have~~lack aof ~~material~~intellectual ~~adverse~~property ~~effect~~rights onfor ~~our~~the ~~business,~~acquired ~~financial condition and results of operations.~~ portfolio;

We• ~~currently~~diversion operate ten manufacturing campuses across five strategic locations: Minnesota, Texas, Maryland, California and Mexico. A work stoppage, labor shortage, major equipment failure or other production limitation at any of our ~~manufacturing~~management’s ~~campuses~~attention ~~could significantly~~from ~~impair~~existing ~~our ability to deliver products to customers, which could have a material adverse effect on our business, financial condition and results of~~ operations. ~~Additionally, manufacturing disruptions due~~ to ~~public~~the ~~health~~acquisition or safety events, severe weather, financial distress, unscheduled downtime, production constraints, mechanical failures, cybersecurity attacks or geopolitical instability could further disrupt operations. These risks may be heightened in Mexico, where economic, political and ~~social~~integration ~~instability can be more pronounced than in the United States.~~ process;

If• wea ~~are~~failure ~~not able~~ to ~~operate~~accurately atpredict ~~full capacity in,~~ or ~~lose access~~ to, ~~any~~realize ofexpected ~~our~~growth ~~campuses~~opportunities, ~~for~~cost ~~any~~savings, ~~reason~~synergies, wemarket ~~may~~acceptance beof ~~forced~~acquired tocompanies’ ~~purchase components for our~~ products ~~from~~and ~~third~~other ~~party~~benefits ~~suppliers~~we ~~which~~expected ~~could lead~~ to delays, quality control issues or additional costs. Additionally, significant capital investment to increase manufacturing capacity may be required to expand our business or meet increased demand for our products in the future. obtain;

~~Further,~~• ~~we may experience~~ a ~~shortage~~failure ~~of qualified hourly labor availability in certain regions in which we operate, contributing~~ to ~~production~~ ~~volatility~~identify ~~and~~material ~~inefficiencies~~problems inor ~~the~~liabilities ~~manufacturing~~during ~~process,~~due asdiligence ~~well~~review asof ~~increased~~acquisition ~~labor~~targets ~~costs.~~prior ~~If we cannot secure sufficient hourly labor resources, we may be unable~~ to ~~protect continuity of supply and meet customer demand. Any of these risks could have a material adverse effect on our business, financial condition or results of operations.~~ acquisition;

38• a failure to identify significant non-compliant behaviors or practices by, or liabilities relating to, the acquisition target (or its agents) prior to acquisition;

~~Table~~• ofsuccessor ~~Contents~~liability imposed by regulators for actions by the target (or its agents) prior to acquisition;

We• ~~are~~expenses, indelays ~~the~~and ~~process~~difficulties ~~of expanding our manufacturing capacity. If we are unable to complete our expansion~~ in ~~the~~integrating ~~timeframe~~acquired webusinesses ~~anticipate~~into ~~or the expansion does not give us the additional capacity we expect, we may not be able to achieve~~ our ~~anticipated~~existing ~~level of growth which could have a material adverse effect on our business, financial condition and results of operations.~~ businesses;

We• ~~are~~difficulties in ~~the~~retaining ~~process~~key ofcustomers ~~replacing our Commerce, California campus with a new campus in Vernon, California; expanding our Waco, Texas, Hanover, Maryland~~ and ~~Tijuana, Mexico campuses~~personnel; and have constructed a new campus in Dayton, Minnesota. While construction at these locations is substantially complete, we are still in process of ramping up our production at these campuses. Continuing to increase our revenues and profits depends on our ability to commission the necessary production equipment, train the required employees and ramp up our production to target levels. If we are unable to ramp up our production in the timeframe we anticipate, we may miss the opportunity to sell additional products which could prevent us from achieving our anticipated level of revenue growth which could have a material adverse effect on our business, financial condition and results of operations.

~~Amounts~~• ~~included~~adverse inmarket ~~our~~reactions ~~Backlog~~to ~~may~~an ~~not result in the revenue or generate profits in the amount we expect or on the timeframe we anticipate~~acquisition.

AsVarious ~~of September 30, 2025, we had Backlog of $1,027.1 million, a portion of which was subsequently recognized as revenue. Although our Backlog amount is based on purchase orders or~~ other ~~contractual~~assessments ~~commitments,~~and weassumptions ~~cannot~~regarding ~~guarantee~~acquisition ~~that~~targets ~~our Backlog will result in revenue in the originally anticipated period or amounts or at all. In addition, the orders included in our Backlog~~ may ~~not~~prove ~~generate margins equal~~ to ~~our~~be ~~historical~~incorrect, operating results. We have limited historical experience in determining on a combined business basis the level of realization we actually achieve on our Backlog. The timing of our recognition of our Backlog is subject to a variety of factors. Our customers may experience project delays or cancel orders as a result of external market factors and ~~economic~~actual ordevelopments ~~other factors beyond our or their control. Such delays~~ may ~~lead~~differ tosignificantly ~~fluctuations in our results of operations~~ from ~~quarter to quarter, making it difficult to predict~~ our ~~financial performance on a quarterly basis~~expectations. ~~Moreover~~Additionally, ~~while we have historically experienced few order cancellations and the amount of order cancellations has not been material compared to~~ our ~~total~~financial ~~contract~~results ~~volume,~~could ifbe weadversely ~~were~~affected toby ~~experience~~unanticipated aliability ~~significant amount of order cancellations or reductions in customer purchase orders~~issues, ittransaction-related ~~would reduce our Backlog and~~charges, ~~consequently,~~amortization ~~our~~related ~~future sales. If our Backlog fails~~ to ~~result~~intangibles inand ~~revenue~~charges infor ~~the~~impairment ~~amount~~of welong-term ~~expect~~assets. orThese ontransactions ~~the timeframe we anticipate, we~~ may not be ~~able to achieve our anticipated level of growth which could have a material adverse effect on our business, financial condition and results of operations~~successful.

We44 operate in competitive environments. Our failure to compete successfully could cause us to lose market share, which could have a material adverse effect on our business, financial condition and results of operations.

~~Our~~In ~~products are subject to competitive pressures~~addition, ~~and~~ we ~~face~~also ~~competition~~regularly ~~from~~evaluate ~~both~~a ~~international~~variety ~~and~~of ~~domestic~~potential ~~competitors.~~strategic Wetransactions, ~~compete~~including ~~against large~~equity ~~and~~method ~~well-established~~investments ~~national~~ and ~~global~~other ~~companies~~strategic ~~who~~alliances ~~may~~that ~~have~~could ~~greater~~further ~~financial,~~our ~~technical~~strategic ~~and~~business ~~marketing~~objectives. ~~resources~~We ~~than we do, as well as regional and local companies who~~ may benot ~~able~~successfully ~~to apply targeted financial~~identify, ~~technical~~complete ~~and~~or ~~marketing resources~~manage ~~to a particular segment of~~ the ~~market~~risks inpresented ~~ways~~by ~~that~~these westrategic ~~cannot. We compete based on product performance and features~~transactions, ~~reliability~~including ~~and~~those ~~duration~~outlined ofabove. ~~product~~Equity ~~warranty,~~investments ~~lead time, ability to customize~~ and ~~price.~~other Westrategic ~~help~~alliances ~~our~~pose ~~products~~additional ~~maintain commercial attractiveness at acceptable pricing levels by focusing on product enhancements~~risks, ~~using~~as ~~high~~we ~~quality~~could ~~but~~share ~~cost-effective~~ownership ~~supply~~in ~~chain~~both public and ~~managing~~private ~~production~~companies and ~~delivery methods. A change~~ in ~~the~~some ~~strategic~~cases ~~priorities~~management ofresponsibilities ~~our~~with ~~business~~one or ~~a failure~~more toother ~~anticipate~~parties orwhose ~~respond~~objectives ~~quickly~~for tothe aalliance ~~number~~may ofdiverge ~~factors~~from ~~including~~ours ~~technological~~over ~~developments or emerging technologies~~time, ~~evolving~~who ~~industry~~may ~~standards,~~not ~~new~~have ~~regulations~~the orsame ~~incentives~~priorities, ~~changing~~strategies ~~customer demands, supply chain issues~~ or ~~innovations in~~resources ~~production~~as ~~techniques in the industries~~ we ~~serve~~do ~~could~~or ~~cause~~whose usinterpretation toof ~~experience~~applicable ~~lower~~policies ~~revenues,~~may ~~price~~differ ~~erosion,~~from ~~lower~~our ~~margins and could result in forgone growth opportunities~~own. Technological shifts and emerging technologies could also pose a risk and could cause the eventual obsolescence of the products and solutions we currently produce if we are unable to manage and adapt to the changes in the

39In particular, the combination and integration of the Business Acquisitions is challenging, poses risks and may not be as successful as anticipated. Difficulties in integrating the Business Acquisitions may result in the combined company performing differently than expected, in operational challenges (including, among other factors, challenges associated with the integration of IT systems, cybersecurity controls and controls in financial reporting) or in the failure to realize anticipated expense-related efficiencies. The historical combined financial statements of the businesses may not accurately reflect our financial or operational performance going forward.

~~Table~~Our business strategy may also include the divestiture of ~~Contents~~certain assets or operating units in order to enable the redeployment of capital. We may encounter difficulty in finding buyers or face other limitations such as regulatory, governmental or contractual requirements that could delay or prevent the accomplishment of our objectives and adversely affect our business.

~~technological~~The ~~environment.~~occurrence ~~Shifts in consumer preferences, which may or may not be long-term, have altered the quantity, type and prices~~ of ~~products~~any ~~demanded by the end-consumer and our customers. In particular, to successfully compete, we must continue to align our current products and new product development and sales efforts to the needs~~ of ~~customers in~~ the ~~high-growth end~~above markets we focus on. We must continue to meet evolving customer demands, such as developing advanced powertrain designs for data centers. Additionally, if our competitors add significant capacity, or demand falls, the price of the electrical distribution equipment we produce may not increase in ~~the~~connection ~~future and we may experience decreases in the price of our products. Because we sell components to integrators and other OEMs who incorporate them into products that compete~~ with ~~our Powertrain~~any ~~Solutions~~acquisition, itstrategic istransaction ~~possible~~or ~~for~~disposition ~~us to be in competition with some of our customers in certain product areas. If these customers chose to stop purchasing components from us and instead purchase components from our competitors, it~~ could ~~decrease~~ ~~the demand for our products. If we are unable to respond successfully to these competitive pressures, it could~~ have a material adverse effect on our business, financial condition and results of operations.

~~Any~~If ~~failure~~we offail ~~our~~to ~~products~~manage ~~could~~our ~~subject~~recent usand tofuture ~~substantial~~growth ~~liability~~effectively, ~~including~~we ~~product~~may ~~liability~~be ~~claims,~~unable ~~which~~to ~~could~~execute ~~damage~~ our ~~reputation~~business orplan, ~~the reputation~~maintain high levels of ~~one~~customer service or ~~more~~adequately ofaddress ~~our~~competitive ~~brands~~challenges.

~~The~~We ~~products~~have weexperienced ~~sell~~significant ~~are~~growth ~~complex,~~in ~~highly~~recent ~~customized~~periods. ~~and~~We ~~critical~~intend to ~~the~~continue ~~operation~~to ~~of customers’~~expand ~~facilities and infrastructure. A failure of~~ our ~~products~~business assignificantly, aincluding ~~result~~by ofadding a manufacturing ~~defect could interrupt our customers’ operations~~capacity, ~~damage~~within ~~other~~existing ~~equipment~~and ~~owned~~new ~~by them or injure their employees~~geographies. ~~Our~~This ~~regular~~growth ~~testing~~has placed, and ~~quality~~ ~~control~~any ~~efforts~~future growth may ~~not~~place, bea ~~effective~~significant instrain ~~controlling~~on orour ~~detecting all quality issues or errors~~management, ~~particularly~~operational ~~with~~and ~~respect~~financial toresources ~~faulty~~and ~~components~~infrastructure. ~~manufactured~~In byparticular, ~~third~~we ~~parties.~~will ~~Defects~~be ~~could~~required ~~expose us~~ to ~~product warranty claims~~expand, ~~including substantial~~train ~~expense for the recall~~ and ~~repair~~manage orour ~~replacement~~employee ofbase aand ~~product~~scale ~~or component,~~ and ~~product~~otherwise ~~liability~~improve ~~claims,~~our ~~including~~IT ~~liability~~infrastructure ~~for~~in ~~personal~~tandem ~~injury~~with orour ~~property~~growth, ~~damage.~~both Aof ~~significant~~which ~~product recall or serious defect or product or execution failure~~ could ~~have~~be achallenging ~~material adverse effect on our business, financial condition~~ and ~~results~~require ofsubstantial ~~operations~~investment. WeOur ~~are~~management ~~not~~will ~~generally~~also ~~able~~be required to ~~limit~~maintain orand ~~exclude~~expand ~~liability~~our ~~for~~relationships ~~personal~~with ~~injury~~customers, orsuppliers ~~property~~and ~~damage~~other to third parties ~~under~~and ~~the~~attract ~~laws~~new ofcustomers ~~most jurisdictions in which we do business,~~ and ~~in the event of such incident~~suppliers, weas ~~could~~well ~~spend~~as ~~significant~~manage ~~time,~~multiple ~~resources~~geographic ~~and money to resolve any such claim~~locations. ~~We may also be required to pay for losses or injuries purportedly caused by the design, manufacture, installation or operation of our products.~~

AnOur ~~inability~~current toand ~~correct~~planned aoperations, ~~product~~personnel, ~~defect~~IT ~~could~~and ~~result~~other insystems ~~the~~and ~~failure~~procedures ofmight abe ~~product line,~~inadequate ~~temporary~~to orsupport ~~permanent~~our ~~withdrawal~~future ~~from~~growth aand ~~product~~may ~~category~~require orus ~~market,~~to ~~delays~~make inadditional ~~customer~~unanticipated ~~payments~~investment orin ~~refusals~~our byinfrastructure. ~~our~~Our ~~customers~~success and ability to ~~make~~further ~~such~~scale ~~payments,~~our ~~increased~~business ~~inventory~~will ~~costs~~depend, ~~product~~in ~~reengineering~~part, ~~expenses~~on ~~and~~ our ~~customers’~~ability ~~inability~~ to ~~operate.~~manage ~~Such~~these ~~defects~~changes ~~could~~in ~~also~~a ~~negatively~~cost-effective ~~impact~~and ~~customer~~efficient ~~satisfaction~~manner. ~~and~~If ~~sentiment,~~we ~~generate~~cannot ~~adverse~~manage ~~publicity~~our growth, ~~reduce~~we ~~future~~may ~~sales~~be ~~opportunities~~unable ~~and~~to ~~damage~~take advantage of market opportunities, execute our ~~reputation~~business strategies or ~~the~~respond ~~reputation~~to ofcompetitive ~~one~~pressures. This could also result in declines in quality or ~~more~~customer ofsatisfaction, ~~our~~increased ~~brands~~costs, difficulties in introducing improvements or other operational difficulties. Any offailure ~~these~~to ~~outcomes~~ effectively manage growth could have a material adverse effect on our business, financial condition and results of operations.

The ~~long~~integration ~~sales cycles for certain~~ of ~~our electrical~~the ~~distribution~~Business ~~equipment,~~Acquisitions asposes ~~well~~risks asto ~~unpredictable~~the ~~placing~~operation ~~or canceling~~ of ~~customer orders, particularly large orders, may cause~~ our ~~revenues and operating results to vary significantly from quarter-to-quarter, which could make our future results of operations less predictable~~business.

~~A customer’s~~We ~~decision to purchase certain of our products, particularly Custom Products and Powertrain Solutions~~ may ~~involve~~encounter achallenges ~~lengthy~~resulting ~~design~~from ~~and~~the ~~qualification~~integration ~~process.~~of ~~In addition,~~ the ~~exact~~Business ~~timing~~Acquisitions ofthat ~~customer~~could ~~orders~~pose ~~can~~risks ~~vary~~to ~~significantly based~~the onoperation ~~factors outside~~ of our ~~control~~business, including ~~permitting~~operational challenges and ~~construction~~unanticipated ~~delays,~~expenses. ~~availability~~For ofexample, ~~qualified~~not ~~labor~~all ~~to install the equipment and release~~ of ~~financing for the project. Consequently,~~ our ~~order~~campuses ~~booking~~use ~~and~~the ~~sales~~same ~~recognition~~enterprise ~~process may~~resource beplanning ~~uncertain and unpredictable~~system, ~~with~~which ~~some~~means ~~customers~~our ~~placing~~management ~~large~~must ~~orders~~review ~~with~~data ~~short~~in ~~lead~~different ~~times~~formats onwhen ~~short~~evaluating ~~advance~~our ~~notice~~business. ~~and~~The ~~others~~need ~~requiring~~to ~~lengthy,~~review ~~open-ended~~data ~~processes~~in ~~that~~different ~~may~~formats ~~change~~introduces ~~depending~~complexity oninto ~~global~~our oroperations ~~regional~~and ~~economic~~could ~~conditions~~increase ~~or factors specific to~~ the ~~customer’s~~risk ~~industry. The variability~~ of ~~customer~~issues ~~orders~~with ~~may cause~~ our ~~revenues~~financial reporting and ~~results~~controls. ofWhile ~~operations~~we tohave ~~vary~~no ~~unexpectedly~~plans ~~from quarter-~~to~~-quarter,~~ ~~making~~integrate our ~~future~~enterprise ~~results~~resource ofplanning ~~operations~~systems, ~~less~~we ~~predictable.~~may ~~Potential~~integrate them in

4045

~~Table~~ the future, which may also result in financial reporting and control issues as well as IT and cyber security integration issues. Additionally, we may need to incur additional expenses in connection with managing and maintaining multiple enterprise resource planning systems. Lastly, the historical combined financial statements of ~~Contents~~the businesses may not be representative of our financial or operational performance going forward.

~~cancellation~~If ofwe ~~customer~~fail ~~orders can also lead~~ to ~~cancellation~~manage ~~fees~~contingent ~~with our vendors or excess inventory which~~workers, init ~~combination with the lost sales,~~ could ~~have~~adversely aimpact ~~material adverse effect on~~ our ~~business,~~ ~~financial condition and~~ results of operations.

IfIn some locations, we ~~are~~rely ~~unable~~on tothird-party ~~adequately~~staffing ~~control~~companies ~~the~~to ~~costs~~provide ~~associated~~us with contingent workers, and our ~~manufacturing campuses~~failure ~~expansion,~~to manage such ~~failure~~workers effectively could have a material adverse effect on our business, financial condition and results of operations. We may in the future be exposed to various legal claims relating to the status of contingent workers, even if we are indemnified. We may also be subject to labor shortages, oversupply or fixed contractual terms relating to the contingent workforce, and our ability to manage the size of, and costs for, such contingent workforce may be further constrained by local laws or future changes to such laws. In addition, our customers may impose obligations on us with regard to our workforce and working conditions.

WeDisruptions ~~are~~caused inby ~~the~~labor ~~process~~disputes of replacing our Commerce, California campus with a new campus in Vernon, California; expanding our Waco, Texas, Hanover, Maryland and Tijuana, Mexico campuses; and have constructed a new campus in Dayton, Minnesota. We expect our total capital expenditures for these campuses to be approximately $205 million of which we had incurred approximately $107 million through September 30, 2025. Although we do not expect to incur material additional capital expenditures for our expansion project past fiscal 2026, we expect to incur further costs associated with these campuses that may affect our profitability, including costs associated with hiring and training qualified employees and ramping up production. These costs may increase due to many factors, including factors beyond our control, such as higher transportation costs, supply chain disruptions, currency fluctuations, tariffs, inflation and adverse economic or ~~political~~organized ~~conditions.~~labor ~~See~~activities “—Significant disruptions to our supply chain, including the high cost or unavailability of raw materials and components required to manufacture our products, and significant disruptions to our distribution networks could ~~have~~harm ~~a material adverse effect on~~ our business, financial condition and results of operations” and “—Unexpected events, such as natural disasters, geopolitical conflicts, pandemics, a volatile global economic environment, inflation, high interest rates, a potential recession and other events beyond our control, may increase our cost of doing business or disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.” In addition, we already have pending contracts and orders from customers to be manufactured at these new campuses. As a result, any delay in such manufacturing may cause such customers to cease doing business with us, significantly reduce the amount of their purchases from us, move their business to competitors or new entrants or change their purchasing patterns. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

IfSome of our ~~ongoing~~employees ~~efforts~~are torepresented ~~reduce~~by ~~our~~labor ~~costs~~unions, ~~such~~ asincluding ~~using~~most ~~automation~~of toour ~~increase~~employees ~~labor~~in ~~productivity~~Mexico and ~~implementing~~our ~~initiatives~~employees toin ~~control~~Minnesota. orUnion ~~reduce~~requirements may limit our ~~overhead~~flexibility in managing costs and responding to market changes. In addition, employees who are not ~~successful~~currently members of, itor ~~could~~otherwise ~~have~~represented aby, ~~material~~labor ~~adverse~~organizations ~~effect~~may onseek ~~our~~such ~~business,~~membership ~~financial~~or ~~condition~~representation, ~~and~~as ~~results~~applicable, ofin ~~operations~~the future.

~~Achieving~~We ~~our~~cannot ~~long-term~~ensure ~~financial~~that ~~targets~~existing ~~depends~~collective inbargaining ~~part~~agreements onwill ~~our~~prevent ~~ability~~a tostrike ~~control and/~~or ~~reduce~~work ~~our~~stoppage ~~costs.~~at ~~Generally, because many of~~ our ~~costs~~campuses ~~are~~in ~~affected~~the byfuture, ~~factors~~that ~~completely~~we orwill ~~substantially~~be ~~outside~~successful ~~our~~in ~~control,~~negotiating wenew ~~must~~collective ~~seek~~bargaining toagreements, ~~control~~that orsuch ~~reduce~~negotiations ~~costs~~will ~~through~~not ~~productivity~~result ~~initiatives.~~in Wesignificant ~~seek~~increases toin ~~increase~~the ~~our~~cost ~~productivity~~of ~~through lean operations~~labor, ~~automation,~~including ~~vertically integrated manufacturing~~healthcare, ~~supply~~pensions ~~chain~~or ~~management~~other ~~and~~benefits, ~~economies~~or ofthat ~~scale.~~a ~~The~~breakdown ~~implementation~~in ofsuch ~~productivity~~negotiations ~~initiatives~~will ~~can~~not result in athe ~~decrease~~disruption inof our ~~short-term~~operations, ~~earnings~~including ~~because~~by way of ~~the~~strikes ~~upfront~~or ~~costs~~work ~~we often must incur to implement improvements and the time it takes for production volumes to ramp up following changes to our manufacturing process~~stoppages. ~~While~~In ~~controlling~~addition, ~~our~~negotiations ~~cost~~with ~~base~~labor isunions, ~~important~~possible ~~for~~work ~~our~~stoppages ~~business~~ and ~~future~~other ~~competitiveness,~~labor ~~there~~problems iscould nodivert ~~guarantee~~management ~~we will achieve this goal. Additionally~~attention, ~~cost~~which ~~savings~~could ~~anticipated~~have bya usmaterial ~~are~~adverse ~~based~~effect on ~~estimates~~our ~~and assumptions that are inherently uncertain and may be subject to significant~~ business, ~~economic~~financial condition and ~~competitive~~results ~~uncertainties~~of ~~and~~operations. ~~contingencies~~Furthermore, ~~all~~some of ~~which~~our ~~are~~customers ~~difficult to predict~~ and suppliers may behave ~~beyond~~unionized ~~our~~work ~~control~~forces. ~~For~~We ~~example,~~may ~~our~~experience ~~efforts~~a tomaterial ~~bring~~adverse ~~automation~~effect toon our ~~winding processes~~business, infinancial ~~our~~condition ~~sheet~~and ~~metal~~results ~~area~~of operations, including our ~~assembly~~cash ~~flow~~flows and ~~wiring~~competitive ~~processes~~position, ~~may~~if ~~take~~we ~~longer~~are ~~than~~subject, ~~anticipated~~directly or ~~prove~~indirectly, ~~unsuccessful. If we are not able~~ to ~~identify~~labor ~~and~~actions ~~implement~~by ~~initiatives~~our ~~that control and/~~or ~~reduce~~our ~~costs~~suppliers’ ~~and~~or ~~increase~~customers’ ~~operating efficiency~~employees, or ifas ~~the~~a ~~cost~~result ~~savings~~of ~~initiatives~~general wecountry ~~have~~strikes ~~implemented~~or towork ~~date~~stoppages dounrelated ~~not~~to ~~generate expected cost savings, it could have a material adverse effect on~~ our business, ~~financial~~or ~~condition~~collective ~~and~~bargaining ~~results of operations~~agreements.

~~Furthermore,~~The ~~the~~physical ~~full~~effects ~~benefits~~ of ~~the~~climate ~~combination and integration of the Business Acquisitions~~change, including ~~the~~weather ~~anticipated~~disruptions ~~sales~~and orrelated ~~growth opportunities~~effects, ~~may~~could ~~not~~have bea ~~realized~~material asadverse ~~expected.~~effect ~~The success of the integration of the business will also depend~~ on our ~~ability~~business, tofinancial ~~integrate~~condition ~~these~~and ~~previously~~results ~~distinct~~of ~~entities~~operations. ~~into a single operation and~~

41The physical effects of climate change can include extreme variability in weather patterns such as increased frequency and severity of significant weather events (e.g., flooding, hurricanes and tropical storms), natural hazards (e.g., increased wildfire risk), rising mean temperature and sea levels and long-term changes in precipitation patterns (e.g., drought, desertification or poor water quality). Climate change may also produce general changes in weather or other environmental conditions, including temperature or precipitation levels, and thus may impact consumer demand for electricity generation and transmission. Such effects have the potential to affect business continuity and operating results and could disrupt our operations or those of our customers or suppliers, including through direct damage to physical assets and indirect impacts from supply chain disruption and market volatility. These effects could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~46 ~~of Contents~~

~~realize~~Risks ~~the~~Related ~~corresponding benefits. Failure~~ to ~~achieve~~Litigation ~~these anticipated benefits could inhibit our efforts to reduce our costs, decrease or delay any expected accretive effects~~ and ~~could~~Regulation ~~have a material adverse effect on our business, financial condition and results of operations.~~

~~Changing~~We ~~U.S.~~are ~~Department~~subject ofto ~~Energy~~EHS ~~(the~~laws ~~“DOE”) efficiency~~and ~~standards~~regulations, ~~for~~which ~~transformers~~ could ~~increase~~result ~~the~~in ~~cost~~substantial ofcosts, ~~producing~~liabilities ~~our~~and ~~transformer~~impacts ~~products. If we are unable~~ to ~~pass these higher costs on to~~ our ~~customers~~business, ~~margins~~financial oncondition ~~our~~and ~~transformer~~results ~~products~~of ~~could decline~~operations.

~~The~~We ~~DOE~~are ~~has~~subject ~~mandated~~to ~~higher~~federal, ~~energy~~state, ~~efficiency~~local ~~standards~~and ~~for~~foreign ~~transformers~~EHS ~~that~~laws ~~are~~and ~~set~~regulations, toincluding ~~take~~those ~~effect~~relating into ~~2029.~~the ~~Meeting~~use, ~~the~~handling, ~~new~~generation, ~~standards~~storage ~~will require~~and ~~using~~disposal ~~amorphous~~of ~~steel~~hazardous materials, ~~rather~~emissions ~~than~~and ~~grain-oriented~~discharges ~~electrical~~of ~~steel,~~pollutants into athe ~~portion~~environment, remediation of ~~our~~contaminated ~~transformer~~soil ~~products~~and groundwater, and occupational health and safety. ~~Using~~Such ~~amorphous~~laws ~~steel~~and regulations may ~~necessitate~~impose ~~adjustments~~obligations toand ~~our~~liabilities ~~product~~on ~~designs,~~industrial ~~manufacturing~~manufacturers ~~processes~~for the use or generation of chemicals contained in materials and ~~supply~~products ~~chain.~~sourced ~~Adapting~~in ~~our~~ connection with manufacturing ~~processes~~and toservices ~~accommodate~~operations, ~~amorphous~~and ~~steel~~if ~~may~~new ~~involve~~or ~~capital~~revised ~~investment~~standards are adopted, they may create additional ~~training~~liability, impact product design, manufacturing and/or ~~other~~servicing ~~operational~~or ~~adjustments,~~negatively ~~which~~affect ~~could~~financial ~~increase~~results. ~~our~~For ~~cost~~example, tolaws ~~manufacture~~in ~~these~~some ~~products.~~jurisdictions ~~The~~limit ~~price~~the content of ~~amorphous~~certain ~~steel~~hazardous ismaterials ~~also significantly~~in ~~higher~~the ~~than~~manufacture ~~grain-oriented~~of electrical ~~steel~~equipment, including our products. IfWhile we ~~are~~do ~~unable~~not toanticipate ~~pass~~that ~~these~~compliance ~~higher~~with ~~costs~~current onEHS tolaws and regulations will adversely affect our ~~customers~~business, ~~margins~~results onof ~~our~~operations ~~transformer~~and ~~products~~financial ~~could~~condition, ~~decline~~adoption ~~which~~of more stringent laws and regulations in the future or more aggressive enforcement policies could ~~have~~require aus ~~material~~to ~~adverse~~incur ~~effect~~substantial oncosts ~~our~~to ~~business,~~come ~~financial condition~~into ~~and~~compliance ~~results~~with ofthese ~~operations~~laws and regulations.

IfIn weaddition, ~~fail~~violations toof, ~~motivate~~or liabilities under, these laws and ~~retain~~regulations may result in restrictions being imposed on our ~~key~~operations ~~personnel~~or in our being subject to adverse publicity, substantial fines, penalties, criminal proceedings, third-party property damage or ifpersonal injury claims, cleanup costs or other costs. We may become liable under certain of these laws and regulations for costs to investigate or remediate contamination at properties we ~~fail~~currently own or operate or formerly owned or operated, to ~~attract~~which ~~additional~~we ~~qualified~~sent ~~personnel~~hazardous substances for disposal, or where we ~~may~~have ~~not~~otherwise caused or contributed to contamination. Liability for cleanup costs under these laws and regulations can be ~~able~~imposed on a joint and several basis and without regard to ~~achieve~~fault ~~our~~or ~~anticipated~~the ~~level~~legality of ~~growth~~the activities giving rise to the contamination conditions. We have, at times, negotiated for the landlord to indemnify us for any associates expenses or remediation costs. While we are not presently aware of any such conditions for which we are responsible (and do not have an applicable indemnity), whether caused by us or our contractors, future developments, including the discovery of presently unknown environmental conditions, may require expenditures that could have a material adverse effect on our business, financial condition and results of operations.

~~Our~~Under ~~future~~some ~~success~~circumstances, ~~and~~we ~~ability~~could toalso ~~implement~~be ~~our~~held ~~business~~liable ~~strategy~~for ~~depends,~~any indamages ~~part,~~resulting onfrom our ~~ability~~workforce’s tooccupational ~~attract,~~exposure ~~train,~~to ~~compensate,~~contamination ~~motivate~~or ~~and retain~~harmful ~~key~~chemicals ~~personnel,~~associated ~~and~~with on the ~~continued~~equipment ~~contributions~~we ofmanufacture, ~~members of our senior management team~~ and ~~key~~we ~~technical~~may ~~personnel each of whom would~~ be ~~difficult~~required to ~~replace. All of our employees~~manage, ~~including our senior management~~remove, ~~are~~remediate ~~free~~or toabate ~~terminate their~~hazardous ~~employment~~conditions ~~relationships with us~~ at ~~any time. The departure of key personnel could disrupt~~ our ~~business~~campuses. ~~Competition~~Any ~~for~~perceived ~~highly~~or ~~skilled~~actual ~~individuals~~employee ~~with~~safety ~~technical~~issues expertise generally is extremely intense within and outside of our markets, and we face challenges identifying, hiring, training and retaining qualified personnel in many areas of our business. Integrating new employees into our team could ~~prove disruptive to our operations, require substantial resources and management attention and ultimately prove unsuccessful. We cannot be certain that our labor costs will not increase as a~~ result ~~of a shortage~~ in ~~the~~substantial ~~supply of skilled~~fines, ~~unskilled~~penalties ~~and technical personnel~~ or ~~any~~costs ~~related governmental regulations. Labor shortages and/or an inability~~ to ~~retain~~us ~~our~~that ~~senior~~may ~~management~~be ~~and~~material, ~~other~~harm ~~key personnel and talent or to attract and train additional qualified personnel could limit or delay~~ our ~~strategic efforts~~reputation, ~~which~~or ~~could~~potentially ~~have~~affect ~~a material adverse effect on~~ our ~~business, financial~~ability ~~condition~~to ~~and~~continue ~~results~~operating ofin ~~operations~~certain jurisdictions.

~~Our~~EHS ~~failure~~laws and regulations require us to ~~manage~~obtain, ~~customer~~maintain ~~relationships~~and renew environmental permits, licenses and ~~customer~~approvals ~~contracts~~from governmental authorities. Although we currently believe we are in material compliance with all permitting, licensing and approvals, the regulatory environment relating to such permits, authorizations and approvals is uncertain and subject to change, and there can be no assurance that all permits, authorizations and/or approvals have been obtained and can be obtained in the future. These authorities can modify or revoke such permits and can enforce compliance with environmental laws, regulations and permits by issuing orders and assessing fines. We incur capital and operating costs to comply with such laws, regulations and permits. We cannot assure you that regulators will not successfully challenge our compliance or require us to expend significant amounts to comply with applicable environmental laws, which could have a material adverse effect on our business, financial condition and results of operations.

An47 important element of our success is our ability to manage our long-standing customer relationships, while delivering against our contractual requirements and anticipating changes in customer requirements and preferences. Existing or potential customers may delay or cancel plans to purchase our products, and may not be able to fulfill their obligations to us in a timely fashion or at all as a result of business deterioration, cash flow shortages, shifts in the availability of financing for certain types of projects or technologies (such as prohibitions on financing for fossil fuel-based projects or technologies), macroeconomic conditions, changes in law, disputes or other delays. Further, customer deposits or advance payments may potentially be affected due to their business deterioration and/or macroeconomic challenges. As a result, part of our success relies on our customers’ abilities to continue to grow their business and undertake such projects. If a large customer was to experience difficulties in fulfilling their obligations to us, cease doing business with us, significantly reduce the amount of their purchases from us, favor competitors or new entrants or change their purchasing patterns, it could have a material adverse effect on our business, financial condition and results of operations. In addition, many of our customer contracts contain warranty and other provisions that could cause us to incur significant repair or replacement

42Failure by our vendors or our component or raw material suppliers to use ethical business practices and comply with applicable laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~We do not control our vendors or suppliers or their business practices. Accordingly, we cannot guarantee that they follow ethical business practices such as fair wage practices and compliance with environmental, safety and other local laws. A lack of ~~Contents~~demonstrated-compliance could lead us to seek alternative manufacturers or suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations. Violation of labor or other laws by our vendors or suppliers or the divergence of a supplier’s labor or other practices from those generally accepted as ethical in the United States or other markets in which we do business could also attract negative publicity for us and could have a material adverse effect on our business, financial condition and results of operations.

~~costs,~~We ~~penalties,~~are ~~liquidated~~subject ~~or other damages and/or unanticipated expenses with respect~~ to ~~the~~antitrust ~~timely delivery, functionality, deployment, operation~~ and ~~availability~~competition oflaws ~~our~~that ~~products.~~can ~~For example,~~result wein ~~face~~sanctions ~~risks related to our ability to assemble~~ and ~~deliver~~conditions ~~customized electrical distribution equipment and integrated solutions~~ on the ~~timelines~~way ~~and~~we ~~schedules~~conduct ~~detailed and otherwise comply with~~ our customer contracts. Failure to adhere to requirements and performance obligations under our customer agreements, whether such failure is actual or alleged, has resulted in and could in the future result in higher potential costs, present litigation risks or expose us to liquidated damages, and could have a material adverse effect on our business~~, financial condition and results of operations~~.

~~Changes~~We inare ~~technology~~subject to antitrust and competition laws, which generally prohibit certain types of conduct deemed to be anti-competitive, including price fixing, bid rigging, cartel activities, price discrimination, market monopolization, tying arrangements, acquisitions of competitors and other practices that may have an adverse effect on competition. Regulatory authorities may have authority to impose fines and sanctions or ~~customer preferences~~to require changes or impose conditions on the way we conduct business in connection with alleged non-compliance with applicable law. Under certain circumstances, violations of antitrust laws could result in ~~less~~suspension ~~demand~~or ~~for~~debarment of our ability to contract with certain ~~categories~~parties or complete certain transactions. In addition, an increasing number of ~~electrical~~jurisdictions ~~distribution~~also ~~equipment~~provide ~~which~~private rights of action for competitors or consumers to seek damages asserting claims of anti-competitive conduct. Increased government scrutiny of our actions or enforcement or private rights of action could damage our reputation and could have ana material adverse ~~impact~~effect on our business, financial condition and results of operations.

~~Changes~~We inmanufacture ~~voltages,~~some ~~redundancy~~of ~~requirements,~~our ~~compute~~products ~~architecture, algorithmic efficiency, power electronics or power conversion methods could result~~ in ~~less~~Mexico ~~demand~~and ~~for~~are ~~certain~~exposed ~~categories~~to ofrisks ~~electrical~~associated ~~distribution~~with ~~equipment.~~doing ~~The~~business ~~requirements for electrical distribution equipment used~~ in ~~data centers~~Mexico, inincluding ~~particular,~~compliance ~~can~~with ~~change~~laws ~~rapidly.~~and ~~For~~regulations ~~example,~~and ~~algorithmic~~enforcement ~~improvements~~of ~~and~~consistent ~~changes~~company-wide ~~in compute~~standards ~~design~~and ~~could~~procedures. ~~reduce~~A ~~power~~disruption ~~requirements,~~in ~~and~~our ~~advances~~Mexican inmanufacturing ~~power~~operations ~~electronics,~~could ~~including~~have ~~power~~a ~~semiconductors,~~material ~~could~~adverse ~~simplify~~effect ~~electrical~~on ~~distribution~~our ~~systems~~business, ~~potentially~~financial ~~reducing~~condition ~~demand~~and ~~for~~results ~~our~~of ~~products~~operations.

InWe ~~addition,~~deal ~~power~~with ~~conversion~~a ~~may~~range ~~increasingly~~of ~~occur~~legal atand ~~higher~~regulatory ~~frequencies,~~systems ~~which~~with ~~can~~varying ~~change~~requirements ~~the~~due ~~thermal~~to our presence in Mexico. We also face risks associated with engagements with foreign officials and ~~physical~~government ~~characteristics~~agencies, including the risks of ~~transformers~~ complying with diverse procedures and ~~other~~standards ~~electrical~~imposed ~~distribution~~by ~~equipment.~~(among ~~Power~~others) ~~distribution~~the inFCPA ~~certain~~and ~~applications~~similar ~~could~~anti-corruption ~~also~~and ~~change~~anti-bribery ~~from~~laws. ~~alternating~~Our ~~current~~policies tomandate ~~direct~~compliance ~~current~~with these anti-bribery laws. IfHowever, ~~either~~it is possible that our employees, subcontractors, agents and partners may take actions in violation of ~~these~~our ~~changes~~policies, ~~occur~~company-wide standards, ~~demand~~procedures ~~could~~and ~~shift~~anti-bribery tolaws ~~products~~and that the controls we doundertake ~~not~~to ~~currently offer~~facilitate lawful conduct, which include training, internal control policies and other safeguards to educate our employees and certain third parties, could ~~have~~be intentionally circumvented or become inadequate because of changed conditions. See “—Misconduct by our employees, independent contractors or subcontractors, or a ~~material~~failure ~~adverse~~to ~~effect~~comply onwith applicable laws or regulations, could harm our ~~business~~reputation, ~~financial~~damage ~~condition~~our relationships with customers and ~~results~~subject ofus ~~operations~~to criminal and civil enforcement actions.”

~~Large~~Our ~~companies~~manufacturing ~~often~~presence ~~require more~~is ~~favorable~~also ~~terms~~subject to risks associated with potential disruption in Mexico caused by changes in political, monetary, economic and social environments, including civil and political unrest, terrorism, possible expropriation, local labor conditions, changes in ~~our~~laws, ~~contracts~~regulations and Mexican government policies and trade disputes with the United States (including tariffs), ~~which~~and ~~could~~compliance ~~result~~with inU.S. ~~downward~~laws ~~pricing~~affecting ~~pressures~~activities onof ~~our~~U.S. ~~business~~companies abroad, ~~less~~including ~~desirable~~tax ~~payment~~laws, ~~terms~~economic orsanctions ~~greater~~and ~~warranty~~enforcement of contract and ~~contractual~~intellectual ~~obligations~~property rights.

~~Large~~Navigating ~~companies comprise~~ a ~~portion~~variety of ~~our~~Mexican ~~customer~~legal ~~base~~ and ~~generally~~regulatory ~~have~~regimes ~~greater~~may ~~purchasing~~increase ~~power~~the ~~than~~difficulty ~~smaller~~of ~~entities. Accordingly~~compliance, ~~these customers~~particularly ~~often~~as ~~require more favorable terms and conditions from suppliers including us. Consolidation among~~ such ~~large~~laws ~~customers~~change ~~can~~or ~~further increase their buying power and ability to demand terms that~~ are ~~less~~interpreted ~~favorable to us, including lower average selling prices. Accordingly, our ability to maintain or raise prices~~ in ~~the~~unexpected ~~future may be limited, including during periods of raw material or other cost increases~~ways. IfOur wecompliance ~~are~~with ~~forced~~such tolegal reduce prices or to maintain prices during periods of increased costs, or if we lose customers because of pricing or other methods of competition, it could have a material adverse effect on our business, financial condition and ~~results of operations.~~

In48 addition, these customers may impose substantial penalties for any product or service failures caused by us. As we seek to sell more products to such customers, we may be required to agree to such terms and conditions more frequently, which may include terms that affect the timing of our cash flow and ability to recognize revenue, and could have a material adverse effect on our business, financial condition and results of operations.

~~Our~~ regulatory ~~strategy~~regimes is vital to ~~increase~~our business. For example, our ~~sales~~factories in Mexico operate under the Mexican IMMEX program allowing us to import our raw materials tax- and duty-free as long as all of ~~Powertrain~~our ~~Solutions~~manufactured ~~could~~products are exported. As a result, we are able to operate in Mexico at lower costs but must adhere to strict requirements. In October 2024, Annex 24 was established which now requires companies operating under the IMMEX program to implement an automated inventory control system. Such implementation and maintenance may cause a ~~concentration of~~strain on our ~~sales~~personnel, ~~with~~systems ~~fewer~~and ~~customers~~resources. Our failure to manage our Mexican operations successfully could impair our ability to react quickly to changing business and amarket ~~significant~~conditions ~~reduction~~and into ~~orders~~enforce ~~from~~compliance ~~any~~with ~~one~~company-wide ofstandards ~~these~~and ~~customers~~procedures, which could ~~adversely~~have ~~impact~~a material adverse effect on our business, financial condition and results of operations.

~~Selling~~Failure ~~Powertrain Solutions involves delivering multiple products~~ to ~~one~~meet ~~customer~~environmental, ~~which~~social ~~results~~and ingovernance ~~larger~~(“ESG”) ~~average~~expectations ~~order~~or ~~sizes.~~standards Ifcould wehave ~~are successful~~a inmaterial ~~our~~adverse ~~strategy~~effect toon ~~increase~~ our ~~sales of Powertrain Solutions~~business, wefinancial ~~will~~condition ~~likely~~and ~~generate~~results ~~a greater proportion~~ of ~~our revenues from a smaller number of customers over time~~operations. ~~These customers may be able to negotiate more favorable pricing and payment terms from us which could impact our~~

43There has been an increased focus from regulatory and governmental bodies, stakeholders, customers and employees on ESG matters. These include areas such as greenhouse gas emissions and climate-related risks that are particularly relevant for the industries we serve and our businesses, as well as other areas such as culture and inclusion, responsible sourcing, human rights and social responsibility and corporate governance. Increasing focus on ESG factors has led to enhanced interest in the review of performance results by investors and other stakeholders and the potential for litigation and reputational risk. Some investors have used, and may continue to use, ESG criteria to guide their investment strategies, and may not invest in us, or divest their holdings of us, if they believe our policies relating to ESG matters are inadequate. Unfavorable ESG ratings, or our inability to meet the ESG standards set by specific investors, may lead to unfavorable sentiment toward us, which could have a negative impact, among other things, on our stock price and cost of capital. We may also be affected by our ability to meet evolving and expanding laws and regulations relating to ESG matters, including potential future climate-related disclosure regulations and emissions reporting requirements and by investor and public perception of our reporting and performance related to voluntary climate standards. Given the increasing scrutiny on ESG matters as well as the increasing number of regulatory obligations relating to our business, there is also an increasing risk that we could be perceived as or accused of making inaccurate or misleading statements regarding our performance against ESG-related measures and/or ESG initiatives. At the same time, an increasing number of lawmakers have expressed or pursued contrary views, legislation and investment expectations with respect to ESG-related ambitions and disclosures, including the enactment or proposal of “anti-ESG” legislation, regulation or policies, which may expose us to additional legal, financial or reputational risks based on our disclosures. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~Changes ofto ~~Contents~~federal tax credits for renewable energy projects in the One Big Beautiful Bill Act (“OBBBA”) could impact demand for our Grid products.

~~margins~~We sell some products that are used in renewable energy projects, including solar generation projects and ~~cash~~BESS ~~flow~~projects. Certain renewable energy projects have historically benefited from ~~operations~~federal production and investment tax credits. On July 4, 2025, President Trump signed into law the ~~loss~~OBBBA, which, among other things, provides an accelerated phase down for the clean electricity production credit and the clean electricity investment credit (the “Applicable Credits”) under Section 45Y and Section 48E, respectively, of ~~any~~the ~~one~~U.S. Internal Revenue Code of ~~them~~1986, as amended (the “Code”), with respect to solar and wind projects. The phase down of the Applicable Credits under the OBBBA could have a material adverse impact on future levels of investment in solar and wind generation projects, which could result in a reduction in the demand for our products in the Grid market. Moreover, the U.S. Department of the Treasury and the U.S. Internal Revenue Service (the “IRS”) released IRS Notice 2025-42, which, among other changes, eliminated the opportunity for developers and other project owners to be treated as having begun construction of a solar or wind generation project by paying or incurring at least five percent of the total costs of the relevant project. IRS Notice 2025-42 may also have a material adverse ~~effect~~impact on ~~our~~future ~~business,~~levels ~~financial~~of ~~condition~~investment in solar and ~~results~~wind generation projects, which could result in a reduction in the demand for some of ~~operations~~our products in the Grid market.

We49 depend upon a small number of outside vendors, subcontractors and third-party suppliers. Our operations and quality control could be disrupted if we encounter problems with these vendors and our reputation could be harmed, which could have a material adverse effect on our business, financial condition and results of operations.

WeThe ~~depend~~impact ~~upon a small number~~ of ~~vendors,~~import ~~subcontractors~~or ~~and~~export ~~third-party~~laws ~~suppliers~~could ~~to manufacture certain parts used in our products. Additionally, in certain international markets we~~ have ~~contract~~a ~~manufacturing~~material ~~relationships~~adverse ~~with~~effect ~~certain suppliers and rely~~ on ~~these vendors to manufacture complete products for us. Our reliance on these vendors makes us vulnerable to possible capacity constraints and reduces~~ our ~~control over parts availability~~business, ~~delivery~~financial ~~schedules,~~condition ~~manufacturing~~and ~~yields~~results ~~and~~of ~~costs~~operations.

IfWe ~~any~~must comply with various laws and regulations relating to the import and export of products and technology from the United States and other countries having jurisdiction over our ~~vendors~~ ~~are~~operations, ~~unable~~which ormay ~~unwilling~~affect toour transactions with certain customers, business partners and other persons. See “—We manufacture ~~the~~some ~~components~~of weour ~~require~~products in ~~sufficient~~Mexico ~~volumes~~and are exposed to risks associated with doing business in Mexico, atincluding compliance with laws and enforcement of consistent company-wide standards and procedures. A disruption in our Mexican manufacturing operations could have a material adverse effect on our business, financial condition and results of operations.” In certain circumstances, export control and economic sanctions regulations may prohibit the ~~necessary~~export ~~quality~~of ~~levels~~certain orproducts ~~under~~and ~~favorable~~technologies ~~supply~~and, ~~agreement~~in ~~terms~~other circumstances, we ~~would~~may ~~need~~be required to ~~either~~obtain ~~produce~~an ~~these~~export ~~components~~license atbefore ~~our~~exporting ~~principal manufacturing~~a ~~campuses~~controlled item. Additionally, violations of the FCPA and similar anti-corruption laws outside the United States or ~~find~~international trade compliance regulations could have a material adverse effect on us. The length of time required by the licensing processes can vary, potentially delaying the shipment of products and ~~qualify~~the ~~alternative~~recognition ~~vendors~~of the corresponding revenue. ~~Insourcing~~In ~~production~~addition, failure to comply with any of these ~~components~~regulations could ~~increase~~result ~~our~~in ~~costs.~~civil ~~Additionally~~and criminal, ~~alternative~~monetary ~~vendors~~and ~~might~~non-monetary ~~be unavailable~~penalties, ~~unable~~disruptions to ~~meet~~our business, limitations on our ~~quality~~ability orto ~~production~~import ~~standards~~and ~~or unwilling~~export products and damage to ~~provide~~our ~~commercially~~reputation, ~~reasonable~~any ~~terms~~of which could have a material adverse effect on our business, financial condition and results of operations. ~~Any~~Moreover, ~~significant~~any ~~disruption~~changes in ~~manufacturing~~export ~~could~~of ~~force~~our usproducts, toand ~~reduce~~the ~~product~~possibility ~~supply~~of tosuch ~~customers~~changes, orrequires ~~incur~~constant ~~higher~~monitoring ~~shipping~~to ~~costs~~ensure towe ~~address~~remain ~~delays,~~compliant. ~~potentially~~Any ~~damaging~~restrictions on the export of our ~~reputation~~products ~~and~~or product lines could have a material adverse effect on our business, financial condition and results of operations.

~~Disruption~~Failure ~~of,~~to orobtain ~~consolidation~~ or ~~changes~~comply ~~in,~~with ~~the performance~~federal, ~~operating~~state ~~models~~and orlocal ~~financial~~government ~~condition~~approvals, oflicenses ~~our independent sales representatives~~ and ~~distributors~~permits ~~could~~may ~~have~~negatively aaffect ~~material~~our ~~adverse~~ability ~~effect~~to ~~on our business~~produce, ~~financial~~market ~~condition~~ and ~~results~~sell ofour ~~operations~~products.

WeParts ~~rely,~~of inour ~~part,~~business onare ~~independent~~required ~~sales~~to ~~representatives~~obtain, and ~~distributors~~ to ~~sell~~comply ~~our~~with, ~~products~~federal, ~~some~~state ofand ~~whom~~local ~~operate~~government onapprovals, anlicenses ~~exclusive~~and ~~basis~~permits. ~~We maintain~~For aexample, ~~network~~our oftransformers ~~third-party~~must ~~sale~~adhere ~~representatives~~to ~~strategically~~the ~~located~~DOE’s ~~across~~efficiency standards, which may govern the ~~United~~use ~~States~~of ~~who~~grain-oriented ~~receive~~electrical ~~commissions~~steel ~~when~~or ~~they~~amorphous ~~sell~~steel in our products. ~~and~~Any ~~distributors~~of ~~who~~these ~~stock~~approvals, ~~our~~licenses ~~products~~or ~~and~~permits ~~sell~~may ~~them~~be subject to ~~contractors~~denial, ~~and~~revocation ~~end-users.~~or ~~The~~modification ~~independent~~under ~~sales~~various ~~representatives~~circumstances. weFailure ~~work~~to ~~with~~obtain ~~usually~~or ~~focus~~comply onwith ~~selling~~the ~~our~~conditions ~~electrical~~of ~~distribution equipment~~approvals, ~~and~~licenses

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Filing Compare · Forgent Power Solutions, Inc.