As filed with the Securities and Exchange Commission on ~~May~~June 2629, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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.)

     

11500 Dayton Parkway

Dayton, MN 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, MN 55369

(763) 588-0536

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

Copies to:

      Alexander D. Lynch
Barbra J. Broudy
Merritt S. Johnson
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

      Senet S. Bischoff
Latham & Watkins LLP
1271 Avenue of the Americas
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.

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 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.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use 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 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 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 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 these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated ~~May~~June 2629, 2026

35,000,000 Shares

Forgent Power Solutions, Inc.

Class A Common Stock

This prospectus relates to the sale of (i) 23,~~741~~328,~~398~~582 shares of Class A common stock (as defined below) of Forgent Power Solutions, Inc. (the “Company,” “we,” “us,” “our,” “Forgent Power Solutions”) by Forgent Parent I LP and Forgent Parent IV LP (together, the “selling stockholders”) and (ii) 11,~~258~~671,~~602~~418 shares of Class A common stock by us. We intend to use the net proceeds we receive from this offering to indirectly purchase 11,~~258~~671,~~602~~418 common units (“Opco LLC Interests”) of Forgent Power Solutions LLC (“Opco”) (or 13,~~009~~422,~~213~~130 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.”

Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FPS.” On ~~May~~June 2226, 2026, the last reported sale price of our Class A common stock on the NYSE was $4755.9013 per share.

We have two classes of common stock: Class A common stock, par value $0.00001 per share (“Class A common stock”) and Class B 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.

In connection with our initial public offering, we completed the Up-C Transactions (as defined below) and, as a result, we are a holding company in an organizational structure commonly referred to as an umbrella partnership-C-corporation or “Up-C” structure, and our principal asset ~~consists~~as of March 31, 2026 consisted of an indirect ownership of 80.19% of the then outstanding Opco LLC Interests. In connection with the Up-C Transactions, we entered into the Tax Receivable Agreement (as defined below) pursuant to which 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 operate and control all of the business and affairs of Opco and its direct and indirect subsidiaries and conduct our business through Opco.

As of the date hereof, Continuing Equity Owners (as defined below) own (i) ~~145~~112,~~218~~449,~~850~~169 shares of our Class A common stock and (ii) 6044,~~310~~457,~~039~~720 shares of our Class B common stock (constituting all of the outstanding shares of Class B common stock) along with an equal number of Opco LLC Interests. As a result, the Continuing Equity Owners directly or indirectly own ~~67.~~51.54% of the economic interests in Opco and ~~67.~~51.54% of the total voting power in the Company as of the date hereof.

Each of the Continuing Equity Owners is controlled by Neos Partners, LP (“Neos”). Accordingly, we are a “controlled company” as defined under the corporate governance rules of the NYSE; however, upon completion of this offering and ~~intend~~assuming tothe ~~avail~~sale ~~ourselves~~of all shares of ~~the~~Class ~~corresponding~~A common stock offered hereby, we will cease to be a “controlled company” as defined under the NYSE listing rules, and we will, subject to certain transition periods permitted by the NYSE listing rules, no longer be able to rely on exemptions from corporate governance requirements that are available to controlled companies. See “Management—Loss of Controlled Company Status,” ~~and~~ “Principal and Selling Stockholders” and “Certain Relationships and Related Party Transactions.”

We are an “emerging growth company” as defined under the U.S. federal securities laws, and, as such, are subject to reduced public company reporting requirements.

See “Risk Factors” beginning on page 2928 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
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 35,000,000 shares of Class A common stock, the underwriters have an option to purchase up to an additional 1,750,~~611~~712 shares of Class A common stock from us and 3,499,~~389~~288 shares of Class A common stock from the selling stockholders, in each case, at the public offering price less the underwriting discount. If the underwriters exercise their option to purchase additional shares for fewer than all of the shares of Class A common stock available under such option, the Company and the selling stockholders will determine the number of shares to be sold by each within one day after receipt of notice of such exercise from the underwriters. The number of shares to be sold by the Company will not exceed 13,~~009~~422,~~213~~130, and the number of shares to be sold by the selling stockholders will not exceed 2726,~~240~~827,~~787~~870.

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~~

Prospectus dated , 2026

TABLE OF CONTENTS

	Page
About This Prospectus	ii
Prospectus Summary	1
Risk Factors	29
Special Note Regarding Forward-Looking Statements	69
Use of Proceeds	72
Organizational Structure	73
Dividend Policy	7879
Capitalization	7980
Unaudited Pro Forma Consolidated Financial Statements	8081
Unaudited Supplemental Pro Forma Combined Financial Information	9194
Management’s Discussion and Analysis of Financial Condition and Results of Operations	9396
Industry Overview	~~109~~112
Business	~~113~~116
Management	~~131~~134
Executive and Director Compensation	~~137~~140
Principal and Selling Stockholders	~~147~~151
Certain Relationships and Related Party Transactions	~~149~~153
Description of Certain Indebtedness	~~159~~163
Description of Capital Stock	~~162~~166
Shares Available for Future Sale	~~169~~173
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Class A Common Stock	~~171~~175
Underwriting	~~175~~179
Legal Matters	~~187~~191
Experts	~~187~~191
Where You Can Find Additional Information	~~187~~191
Index to Financial Statements	F-1

ABOUT THIS PROSPECTUS

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 you to. 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.

For 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 of Presentation and Organizational Structure

This 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.

On March 25, 2025, Forgent Intermediate LLC formed Opco. On May 7, 2025, Forgent Intermediate LLC formed a new subsidiary, Forgent Intermediate II LLC and contributed all the equity interests of its subsidiaries to Forgent Intermediate II LLC. On 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 Opco in exchange for Class 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, the 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 Forgent Parent II LP and Forgent Parent III LP not held by an affiliate of Neos. Such amounts were initially recognized at the fair 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, 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., the Existing Opco LLC Owners), both of which are controlled by Neos. On the Combination Date, the non-controlling interests held by Forgent Parent II LP and Forgent Parent III LP were adjusted to 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 December 31, 2025, the non-controlling interests held by Forgent Parent II LP and Forgent Parent III LP were allocated 31% of the net income (loss) of Opco. As of March 31, 2026, the non-controlling interests were allocated 19.81% of the net income (loss) of Opco. The non-controlling interests in Opco held by Forgent 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 for shares of Class A common stock or redeemed for cash.

As a result of the Up-C Transactions, Forgent Intermediate LLC became a wholly owned subsidiary of Forgent Power Solutions and is 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 year 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~~third 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.

For financial reporting purposes, we use a June 30 fiscal year end. We refer to (i) the year ended June 30, 2025 as “fiscal 2025,” (ii) the year ended June 30, 2026 as “fiscal 2026,” and (iii) the year ended June 30, 2027 as “fiscal 2027.” Information for the twelve months ended March 31, 2026 is calculated by adding the results for the nine months ended March 31, 2026 to the results for the year ended June 30, 2025 and subtracting the results for the nine months ended March 31, 2025. Information for the twelve months ended December 31, 2025 is calculated by adding the results for the six months ended December 31, 2025 to the results for the year ended June 30, 2025 and subtracting the results for the six months ended December 31, 2024.

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” included elsewhere in this prospectus, for fiscal 2024, and revenues for the year-ended June 30, 2025, as derived from the audited combined/consolidated financial statements of Forgent Intermediate LLC included elsewhere in this prospectus, for fiscal 2025. 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 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.

Certain Definitions

As used in this prospectus, unless the context otherwise requires:

•

“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” means the American National Standards Institute.

•

“Backlog” refers to, as of any 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 that we have not already recognized as revenue.

•

“Business Acquisitions” means the MGM Transaction, the PwrQ Transaction, the States Transaction and the VanTran Transaction.

•

“Class A common stock” means the Class A common stock, par value $0.00001 per share, of Forgent Power Solutions.

iii

•

“Class B common stock” means the Class B common 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.

•

“CNC” refers to Computer Numerical Control and generally describes computer operated machine tools.

•

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

•

“Continuing Equity Owners” refers to Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP, Forgent Parent IV LP ~~and~~, following May 4, 2026, Neos Partners I Expansion GP LLC, and following June 26, 2026, Neos Partners I GP LLC. Each of the Continuing Equity Owners is controlled by Neos. Forgent Parent 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.

•

“Custom Products” means products designed for a specific project or application, involving significant consultation between our in-house engineering team and the customer.

•

“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.

•

“engineered-to-order” refers to a manufacturing process where products are designed, engineered and built to meet the specific and unique requirements of 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.

•

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

•

“GPU” refers to graphics processing unit which is a specialized processor designed to handle many tasks simultaneously. GPUs are used extensively in data centers.

•

“Grid” refers to the power grid end market which we use to describe the revenues we generated in any given period from products or services used in power generation facilities, T&D infrastructure or battery storage projects.

•

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

•

“IPO” or “initial public offering” means the initial public offering of 64,400,000 shares of the Company’s Class A common stock at an initial public offering price of $27.00 per share, including the sale of (x) 56,000,000 shares of the Company’s Class A common stock on February 6, 2026 and (y) an additional 8,400,000 shares of Class A common stock pursuant to the exercise in full of the underwriters’ overallotment option on February 9, 2026.

•

“Industrial” 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 energy-intensive applications.

•

“kV” refers to kilovolts.

•

“MGM” means Forgent Holdings I LLC and its direct and indirect subsidiaries.

•

“MGM Transaction” means the transaction consummated on October 31, 2023 whereby affiliates of Neos acquired all of the equity interests in MGM Transformer LLC (formerly known as MGM Transformer Co.) and its affiliates.

“MVA” refers to megavolt-amperes.

•

“MVA” refers to megavolt-amperes.

•

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

•

“NEMA” means the National Electrical Manufacturers Association, an organization providing standards for the manufacturing of electrical equipment.

•

“Neos” and “our Sponsor” mean Neos Partners, LP and its affiliates.

•

“OEMs” means original equipment manufacturers.

•

“Opco” means Forgent Power Solutions LLC.

•

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

•

“Opco LLC Interests” refers to the common units of Opco.

•

“Powertrain Solutions” means combinations of Custom Products that are integrated together, skidded together or designed to work together as a system.

•

“PwrQ” means Forgent Holdings II LLC and its direct and indirect subsidiaries.

•

“PwrQ Transaction” means the transaction 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.

•

“Reorganization Transactions” refers to the reorganization transactions described in “Organizational Structure—Up-C Transactions.”

•

“SCADA” means supervisory control and data acquisition and describes a system used to monitor and control industrial and other types of equipment.

•

“Standard Products” means common designs that are suitable for basic applications and are typically stocked by distributors.

•

“States” means Forgent Holdings III LLC and its direct and indirect subsidiaries.

•

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

•

“TPU” refers to tensor processing unit which is a specialized hardware accelerator designed to optimize and accelerate machine learning tasks, including tensor operations that are fundamental in neural network computations.

•

“UL” means 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. 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.

•

“Up-C Transactions” refers, collectively, to the Reorganization Transactions as described in “Organizational Structure—Up-C Transactions,” the IPO and the application of the net proceeds therefrom.

•

“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.

•

“VanTran” means VanTran Industries, Inc.

“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.

•

“V” refers to volts.

Following the Up-C Transactions, Forgent Power Solutions became a holding company and its only asset consists 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 (as defined below) and acquisitions from Opco (in connection with the redemption of Opco LLC Interests from the Existing Opco LLC Owners with a portion of the net proceeds 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

We and our subsidiaries own or have the rights to various trademarks, trade names, service marks and copyrights, including registered trademarks for “PwrQ” in word form, “States Manufacturing” and “VanTran” in both word and design forms and certain proprietary software. Solely for convenience, 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.

Market and Industry Data

The market data and certain other statistical information included in this prospectus are based on a variety of 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.

PROSPECTUS SUMMARY

This summary 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,” “Special Note Regarding Forward-Looking Statements” and “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.

Our Company

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 (i) companies accelerate investment in data centers to meet the computational requirements for cloud computing and AI, (ii) independent 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 tariffs. ~~From~~Our ~~fiscal~~revenues ~~2024~~grew to86% ~~fiscal~~from ~~2025,~~$515.6 ~~our~~million ~~revenues~~for ~~grew~~the ~~56%~~nine months ended March 31, 2025 to $~~753~~958.24 million ~~and,~~for asthe ofnine months ended March 31, 2026, weand ~~had~~from ~~approximately~~March ~~$2.0~~31, ~~billion~~2026 ofto ~~Backlog~~May ~~representing~~31, an2026, ~~increase~~our ofBacklog ~~157%~~increased ~~compared~~approximately to20% ~~the~~from ~~same~~approximately ~~date~~$2.0 inbillion ~~the~~to ~~prior~~approximately ~~year~~$2.4 billion.

Electrical distribution equipment is essential for delivering electricity safely and efficiently 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.

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

Major Categories of Electrical Distribution Equipment We Manufacture and 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.
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.


Product Category(1)		Primary Function
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.

(1)

See “Business—Products” for additional information on these product categories.

(2)

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

(3)

Includes Gear and UPS eHouses product categories.

(4)

Includes Substation, Padmount and Other Specialty Transformer product categories.

(5)

Includes Medium Voltage, Low Voltage and Paralleling Switchgear product categories.

We 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 Custom Products that are integrated together, skidded together or designed to work together as a system. We also provide on-site commissioning and 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.

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Varying power quality and availability. The voltage, frequency and reliability of 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.

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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.

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Construction schedules dictated by equipment lead times. Availability of key components can have a significant impact on the lead 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.

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Challenging form factors and environments. Different operating environments have varying space utilization, maintenance access, airflow, cable routing and moisture and corrosion protection 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.

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Space constraints that impact revenue generation. 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.

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Demanding thermal management requirements. Ambient temperatures can vary significantly across locations, throughout the day or from season to season and different applications and power 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.

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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.

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Special physical or cyber security requirements. Different applications have different physical and cyber security requirements. For example, government, military, utility, pharmaceutical, petrochemical, technology and transportation customers often have special security requirements that may not be required by other customers. To meet their security requirements, these customers customize their electrical distribution equipment to use cyber-certified components, eliminate external ports, add tamper switches and include physical security features in their cabinets.

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Evolving regulatory requirements and safety considerations. Depending on its location and application, electrical distribution equipment can be subject to unique building code or other requirements. To meet regulatory and other requirements, customers customize their electrical distribution equipment to meet UL, NEC, NEMA, IEEE, ANSI, ARC flash protection, environmental, seismic, intrusion detection and other site-specific codes.

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Rising construction costs and labor scarcity. The time and cost to install electrical equipment in the field has risen significantly. To shorten the amount of time required to build their facilities, reduce the labor required for construction and improve the quality of their systems, customers ask their suppliers to integrate or prefabricate parts of their electrical infrastructure.

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Buy American mandates or tax incentive requirements. Certain applications, including U.S. government facilities and critical infrastructure are required to use electrical distribution equipment manufactured in the United States. Additionally, tax credits are often available to purchasers of electrical distribution 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 incentives on products manufactured in the United States.

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Site conditions that create operational risks and increase financing and insurance costs. Facilities located in regions with earthquake, flood, corrosion and extreme temperature risk have additional operating risks and can be subject to higher borrowing and insurance costs. Customers mitigate these operational risks and address lender and insurer concerns by customizing their electrical distribution equipment to include shock rated mounts, flexible bus links, sealed conduits and cooling systems and use stainless steel components and epoxy coatings.

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Utility interconnection delays. New high load facilities often face significant delays 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-site battery storage 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 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 meet their specific needs. Leveraging our proprietary design tools and database of over 50,000 reference designs, we can engineer a custom product for a customer in as little as a few hours and we are able to produce and ship a custom product in as little as a week. 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 include: 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.

We are a U.S. company. Our principal manufacturing campuses are located in Minnesota, Texas, Maryland, California and Mexico, and we had approximately 2,400 full-time employees as of March 31, 2026.

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

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 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 required for a data center or large manufacturing facility’s powertrain—the system and components that deliver electrical power from its source to the various pieces of equipment within the facilities—with some of the highest levels of customization and shortest lead times available in our industry. We believe we are able to deliver end-to-end, customized Powertrain Solutions for technically demanding applications with short lead times because we:

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possess the engineering resources, culture and mindset required to rapidly develop products that meet the fast-changing requirements of technology companies and other customers with technically demanding applications;

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manufacture critical components in-house, including medium voltage switchgear and dry type transformers, which allows us to offer significantly shorter lead times and greater levels of customization than our competitors;

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provide significant upfront engineering support that reduces costs, de-risks delivery timelines and minimizes the risk of change orders for our customers;

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

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offer Powertrain Solutions rather than emphasizing single-point solutions which enables customers to be single-source with us; and

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offer comprehensive commissioning and maintenance services that give our customers confidence that our systems will meet safety, performance and regulatory standards on schedule.

Our Market Opportunity

We 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 infrastructure and manufacturing facilities increased 151% from 2020 to 2025, representing a compound annual growth rate of 20%, and sales of electrical distribution equipment increased at a compound annual growth rate of 26% over the same period according to data from Omdia, BCE, Wood Mackenzie and Dodge Construction Network. Demand for electrical distribution equipment has grown faster than the overall rate of investment in data centers, power plants, T&D infrastructure and manufacturing facilities as a result of:

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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.

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More 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, we believe the total addressable market for data center electrical infrastructure could increase by as much as 39%.

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More pricing power. Certain types of electrical distribution equipment are in short supply. Some purchasers have been willing to pay a premium to obtain equipment faster, leading to increases in average selling prices for electrical distribution equipment.

BCE forecasts that demand for electrical distribution equipment will continue to grow rapidly with sales increasing at a compound annual growth rate of 20% from 2025 to 2030 as a result of:

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Continuing investment in new data centers. Data centers consume more energy per square foot and require more reliable access to electricity than almost any other type of commercial or industrial facility and demand significant electrical infrastructure as a result. Data centers also require a high level of redundancy, referred to as “N+x” where N represents the minimum number of required operational units and x represents the number of backup 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 fiscal 2025 revenues from selling electrical distribution equipment to the Data Center end market.

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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 increase in 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 result in record levels of power consumption for heating and cooling. According to BCE, 80-90% of the projected load growth from 2025 to 2030 will come from new data centers, onshoring of manufacturing and industrial electrification. 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 2030, representing an increase of 57%, according to Wood 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%, according to BCE. BCE forecasts that sales of electrical distribution equipment for power plants, battery storage 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.

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“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.

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Proliferation 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.

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Replacement 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, 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.

Our Strengths

We believe our business has a series of interrelated strengths that we refer to as “product breadth,” “manufacturing depth,” “solutions mindset,” “market focus” and “aligned leadership.” Together, we believe these strengths differentiate us from our competitors, position us to grow faster than the overall electrical distribution equipment market and enable us to earn higher margins than our peers.

Product Breadth

We manufacture every major category of electrical distribution equipment, and we believe we have one of the most comprehensive product portfolios available for Data Center, Grid and Industrial applications in the United States. We believe our product breadth gives us the ability to:

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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.

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Win customers that value speed and 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 terms, and the unambiguous accountability that a single-source relationship provides. 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.

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Leverage 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.

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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.

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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 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.

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Leverage extensive UL certifications to accelerate product development. Certifying a new product family can require more than a year and a significant investment in engineering development, prototype production, testing in a nationally recognized testing lab and UL fees. We have obtained UL certifications for more than 20 product families, which enables us to rapidly certify a wide range of products, including improvements to existing designs.

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Benefit 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 Depth

In 2022, we identified electrical distribution equipment as a critical bottleneck in the digital and industrial economies. Following extensive analysis of the market, we concluded that a vertically integrated manufacturer of power distribution equipment with the capacity and expertise to produce custom products at scale could address those bottlenecks and grow revenues and profits rapidly as a result.

Our 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. We remain on track to substantially complete our expansion plan by the end of fiscal 2026. 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:

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Take share from competitors that are capacity constrained. Electrical distribution equipment has become a bottleneck in Data Center, Grid and Industrial customers’ expansion plans due to the long lead times required for new equipment. Our industry does not currently have enough capacity to meet demand, and we believe many of our competitors are capacity constrained, especially with respect to their ability to produce engineered-to-order products. We currently have sufficient manufacturing capacity to meet customer demand, and we believe we are taking share from our competitors who are unable to deliver products on customers’ required timelines.

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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.

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Capture additional margin through vertically integrated transformer manufacturing. The price of 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.

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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.

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Navigate 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.

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

Solutions Mindset

The rapidly evolving requirements of electrical infrastructure coupled with the pressure to meet tight deployment timelines has made it more challenging for customers to specify the electrical distribution equipment they need for their projects. We have oriented our product development, marketing and sales efforts to address the issues that we believe our customers care most about—performance, lead time and cost—rather than to sell individual products. We believe our solutions mindset gives us the ability to:

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Generate higher margins by delivering engineered-to-order products. We believe we are one of the largest providers of custom, engineered-to-order electrical distribution equipment in the United States. In fiscal 2025, we generated approximately 91% of our revenues from Custom Products and Powertrain Solutions, which we believe is a significantly higher percentage than many of our competitors and the industry as a whole. Custom Products and Powertrain Solutions typically generate higher gross profit margins than Standard Products, and we believe our focus on these products allows us to generate higher Adjusted EBITDA margins than many of our competitors.

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Capture more wallet share by influencing purchasing decisions early in the procurement process. Our sales team 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.

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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.

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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

We 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:

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Grow our revenues faster than the overall market for electrical distribution equipment. Investment in data centers, manufacturing and the grid has been growing significantly faster than overall non-residential investment in the United States. For example, from 2020 to 2025, investment in new data centers, power plants, T&D infrastructure and manufacturing plants grew at compound annual growth rates of 27%, 15%, 11% and 17%, respectively, compared to 9% for overall non-residential investment, according to Omdia, Wood Mackenzie, BCE and Dodge Construction Network. We believe our focus on markets where investment is growing faster than overall non-residential investment will allow us to grow faster than the overall market for electrical distribution equipment.

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Earn more margin by serving customers that prioritize speed and performance over price. We believe customers building data centers, power plants, T&D infrastructure and energy-intensive manufacturing facilities prioritize lead times and performance over price when they select electrical distribution equipment because of the importance that time-to-market and uptime play in the success of their businesses. We generated 84% of our fiscal 2025 revenues from the Data Center, Grid and Industrial markets. We believe our focus on these end markets enables us to earn more margin than competitors who focus on other markets or derive a smaller percentage of their revenues from the Data Center, Grid or Industrial markets than we do.

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Use customization and lead time as barriers to entry for overseas competition. Electrical distribution equipment for data centers and energy-intensive 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.

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Benefit from more consistent market growth than competitors with greater exposure to economically sensitive sectors. We generated 65% of our fiscal 2025 revenues from the Data Center and Grid markets. We believe these markets are less economically sensitive than other segments of the economy. We believe the significant proportion of our revenue that we generate from the Data Center and Grid markets makes us less sensitive to economic cycles than our competitors who focus on sectors that have a higher correlation to GDP growth, including commercial office buildings and residential construction.

Aligned Leadership

We 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:

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Rapidly scale our business by leveraging the past experience and relationships of 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

~~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 November 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.

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Drive results that benefit our shareholders. The majority of our senior leadership ~~teams~~team’s compensation is performance-based, including equity incentives tied to specific financial goals such as Adjusted EBITDA growth. On average, approximately 44% of the total cash compensation that our executives are eligible for is tied to the achievement of specific financial performance targets, including revenue and Adjusted EBITDA, set by our board of directors. We also have a broad based equity incentive plan that includes all of our management and supervisory personnel, which we believe aligns their personal wealth creation with that of our shareholders.

While we believe these strengths will enable us to compete effectively, there are various factors that could materially and adversely affect our competitive position. See “—Summary Risk Factors” and “Risk Factors.”

Our Growth Strategy

We have developed the following near- and long-term strategies to continue to grow our revenues and profits:

Near-term

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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 45% of our Backlog as of March 31, 2026 was comprised of orders from new customers.

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Expand our addressable market by offering more prefabricated solutions. We believe we are a leader in developing solutions that shift labor from the field to the factory by delivering complete systems on skids, providing various types of eHouses 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. From fiscal 2024 to fiscal 2025 the percentage of our revenues from Powertrain Solutions increased from 4% to 13%, reflecting growing sales of our prefabricated solutions.

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Increase average order sizes and grow our share of wallet. We provide all of the products required for a data center or manufacturing facility’s powertrain. Our strategy is to increase the number and type of 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 ratio of low voltage equipment to medium voltage equipment as is typically purchased by customers in the end markets we serve. For example, the 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, 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 ratio of 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, was approximately $1,222,000 in the twelve months ended December 31, 2025 and increased from approximately $704,000 in the twelve months ended March 31, 2025 to approximately $1,467,000 in the twelve months ended March 31, 2026.

•

Introduce new products and solutions, particularly for data center applications. Our strategy is to continue to grow our revenues and market share in the Data Center market by introducing new products and solutions that meet evolving market needs. The computational demands of AI, machine learning and high-performance computing require packing clusters of high-performance chips into a small space, which results in greater power consumption per rack. Increasing power density per rack creates opportunities for new approaches to the data center powertrain. Our strategy is to meet data centers’ evolving demands through innovative design and close collaboration with key channel partners and customers that are shaping future powertrain design.

•

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

•

Offer “upgrade” services for existing data centers. While most electrical distribution equipment typically has a useful life of 25 to 40 years, we believe many existing data centers will replace equipment prior to the end of its 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.

•

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.

•

Expand internationally. In fiscal 2025, substantially all of our revenues were generated from customers located in North America. We intend to grow our international sales initially 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 regions we target.

We may not be successful in implementing all aspects of our growth strategy. See “—Summary Risk Factors” and “Risk Factors” elsewhere in this prospectus for risks associated with our ability to execute our growth strategy.

Summary Risk Factors

Our business and our ability to execute our strategy are subject to many risks. Before making a decision to invest in the Class A common stock, you should carefully consider all of the risks and uncertainties described in the section of this 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 growth strategy above, there are numerous risks and uncertainties that may prevent us from capitalizing on these strengths or successfully executing our growth strategy. In particular, our level of indebtedness could have important consequences to you and significant effects on our business. Our agreements evidencing or 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:

•

if there is less demand for, or greater supply of, electrical distribution equipment in the future, the price of electrical distribution equipment could decline which would adversely impact both our revenue growth and profit margins;

•

if the prices of 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 impacted;

•

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;

•

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;

•

our growth depends in part on continued investment in new data centers, which depends in part on continued interest in developing AI;

•

demand for our products depends, in large part, on new construction activity which has declined significantly during past recessions;

•

any delay or interruption in the operations of any of our manufacturing campuses could impair our ability to provide products to customers;

•

if we are unable to complete our expansion in the timeframe we anticipate or the expansion does not give us the additional capacity that we expect, we may not be able to achieve our anticipated level of growth;

•

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

•

we operate in competitive environments, and our failure to compete successfully could cause us to lose market share;

•

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;

•

the 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;

•

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;

•

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;

•

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

•

large 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;

•

our strategy to increase our sales of Powertrain Solutions could result in a concentration of our sales with fewer customers and a significant reduction in orders from any one of these customers could adversely impact our business;

•

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

•

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;

•

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

•

environmental, health and safety (“EHS”) laws and regulations could result in substantial costs and liabilities;

•

the impact of import or export laws could have a material adverse effect on our business, financial condition and results of operations;

•

our indebtedness may restrict our current and future operations;

•

our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners and their permitted transferees (the “TRA Participants”) that will not benefit certain holders of our Class A common stock to the same extent it will benefit the TRA Participants;

•

we will be required to make payments under the Tax Receivable Agreement to the TRA Participants for certain tax benefits we may claim, and the amounts of such payments could be significant;

•

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;

•

our status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements following the completion of this offering;

•

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

•

Delaware law and anti-takeover provisions in our governing documents may have the effect of 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

•

the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers.

Recent Developments

On MayMarch 1830, 2026, thewe Companycompleted launched a repricingfollow-on ofpublic itsoffering Senior(the Credit“March FacilitiesFollow-On (asOffering”) definedof herein).our TheClass repricingA occurredcommon onstock Mayconsisting 21,of 2026,(i) and23,716,795 inshares connectionof therewith,Class theA applicablecommon intereststock ratesold onby borrowingsForgent underParent bothI theLP initialand termForgent loanParent creditIV facilityLP and the(ii) revolving10,783,205 creditshares facilityof thatClass makeA upcommon thestock Seniorsold Creditby Facilitiesus, uponin closingeach case at a public offering price of the$29.50 repricingper share, willless beunderwriting reduceddiscounts fromand SOFRcommissions. (asWe definedused herein)the plusnet 300proceeds basiswe pointsreceived from the March Follow-On Offering to SOFRredeem plus10,783,205 225Opco basisLLC pointsInterests from the Existing Opco LLC Owners. We expectdid thatnot allreceive otherany materialnet termsproceeds offrom the Seniorsale Creditof Facilities,Class includingA thecommon maturitystock datessold andby financialForgent covenants,Parent willI remainLP unchangedand uponForgent theParent closingIV ofLP in the repricingMarch Follow-On Offering.

On MarchJune 301, 2026, we completed a follow-on public offering (the “May Follow-On Offering,” and together with the March Follow-On Offering, the “Follow-On Offerings”) of our Class A common stock consisting of (i) 2332,716769,795681 shares of Class A common stock sold by Forgent Parent I LP and Forgent Parent IV LP and (ii) 1015,783852,205319 shares of Class A common stock sold by us, in each case at a public offering price of $2947.5000 per share, less underwriting discounts and commissions. We used the net proceeds we received from the MarchMay Follow-On Offering to redeem 1015,783852,205319 Opco LLC Interests from the Existing Opco LLC Owners. We did not receive any net proceeds from the sale of Class A common stock sold by Forgent Parent I LP and Forgent Parent IV LP in the March Follow-On Offering. As a result of the March Follow-On Offering, the

May Follow-On Offering. As a result of the May Follow-On Offering, the Continuing Equity Owners own, directly or indirectly, (1) approximately 67.51.54% of the combined voting power of all Forgent Power Solutions’ common stock and (2) approximately 67.51.54% of the economic interests in Opco.

On June 23, 2026, the Company closed a repricing of its Senior Credit Facilities (as defined herein). In connection therewith, the applicable interest rate on borrowings under both the initial term loan credit facility and the revolving credit facility that make up the Senior Credit Facilities was reduced from SOFR (as defined herein) plus 300 basis points to SOFR plus 225 basis points (the “May 2026 Credit Facility Repricing”). All other material terms of the Senior Credit Facilities, including the maturity dates and financial covenants, remained unchanged upon the closing of the May 2026 Credit Facility Repricing.

Summary of the Up-C Transactions

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 (VIE) pursuant to Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”) through its wholly owned subsidiary, Forgent Intermediate II LLC, due to the 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 had power over Opco, including making all significant economic decisions of Opco, and (b) 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 to the Up-C Transactions, Forgent Parent I LP was the sole holder of common stock of Forgent Power Solutions. In connection with our initial public offering, Forgent Parent I LP consummated the following organizational transactions (the “Reorganization Transactions”):

•

Forgent Parent I LP contributed 100% of the equity interests of Forgent Intermediate LLC to Forgent Power Solutions in exchange for common stock of Forgent Power Solutions, and Forgent Intermediate LLC merged with and into 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 (1) Forgent 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-issued shares of Class A 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 each case in accordance with the terms of the Opco LLC Agreement; 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 (see “Certain Relationships and Related Party Transactions—Opco LLC Agreement”);

•

Forgent Power Solutions’ certificate of incorporation was amended and restated to, among other things, provide (1) for 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’ stockholders generally, and (2) for Class B common stock, with each share of Class 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 that shares of Class B 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”;

•

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;

•

Forgent Parent II LP and Forgent Parent III LP distributed a portion of 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;

•

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

•

Forgent Power Solutions issued 90,167,635 shares of Class B common stock to the Existing Opco LLC Owners, for nominal consideration.

In connection with our initial public offering (together with the Reorganization Transactions, the “Up-C Transactions”):

•

Forgent Power Solutions issued 19,074,391 shares of Class A common stock to the purchasers in the IPO in exchange for net proceeds of approximately $491.8 million, less the underwriting discounts and commissions, but before estimated offering expenses payable by Forgent Power Solutions;

•

Forgent Power Solutions contributed the net proceeds from the IPO to Forgent Intermediate LLC, which used such net proceeds to purchase 19,074,391 Opco LLC Interests from Opco 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;

•

Opco used the approximately $491.8 million in net proceeds it received from the sale of Opco LLC Interests to us to redeem 19,074,391 Opco LLC Interests 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 the IPO less the underwriting discounts and commissions and any withholding taxes (and Forgent Power Solutions cancelled a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners); and

•

Forgent Power Solutions entered into (1) the Stockholders Agreement with the Continuing Equity Owners, (2) the Registration Rights Agreement with the Continuing Equity Owners and (3) the Tax Receivable Agreement with the TRA Participants (as defined herein). For 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.”

As a result of the Up-C Transactions, including the IPO:

•

Forgent 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, immediately following the IPO, Forgent Power Solutions indirectly owned 233,335,645 Opco LLC Interests, representing approximately 76.65% of the economic interests in Opco;

•

Opco is a variable interest entity (VIE), and Forgent Power Solutions controls and consolidates Opco pursuant to the VIE model in ASC 810 due to the fact that Forgent Intermediate II LLC, an indirect, wholly owned subsidiary of Forgent Power Solutions, (i) is the sole managing member of Opco and, as a result, manages the business and affairs of Opco and its direct and indirect subsidiaries, including making all decisions that significantly impact the economic performance of Opco and (ii) owns a majority of the economic interests in Opco. Furthermore, none of the holders of Opco LLC Interests, other than Forgent Intermediate II LLC, have substantive voting rights in Opco;

•

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

•

the Continuing Equity Owners owned, directly or indirectly, (1) approximately 78.85% of the combined voting power of all Forgent Power Solutions’ common stock and (2) approximately 78.85% of the economic interests in Opco.

Our corporate structure 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 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, or “flow-through” 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 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 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 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 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. 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 subject to the Tax Receivable Agreement and all exchanges or redemptions would occur immediately after this offering at a price of $4358.2270 (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026), we estimate that we would be required to pay approximately $~~766~~928.71 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 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. Assuming the market value of a share of Class A common stock was $4358.2270 (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026) and a discount rate of 4.5962%, we estimate that the aggregate amount of termination payments under the Tax Receivable Agreement would be approximately $~~496~~596.3 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 Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Description of the Combination

In 2023 and 2024, affiliates of Neos completed the following acquisitions:

•

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

•

On March 13, 2024, Forgent Parent II LP and its subsidiaries completed the PwrQ Transaction;

•

On May 31, 2024, Forgent Parent III LP and its subsidiaries completed the States Transaction; and

•

On June 14, 2024, Forgent Parent I LP and its subsidiaries completed the VanTran Transaction.

On May 7, 2025, Forgent Intermediate LLC, a wholly owned subsidiary of Forgent Parent I LP, formed a new subsidiary, Forgent Intermediate II LLC and contributed all of the equity interests of its subsidiaries to Forgent Intermediate II LLC. On May 8, 2025, Forgent Intermediate II LLC and the Existing Opco LLC Owners each contributed all of the equity interests of their 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.

Neos is a leading investment management firm that specializes in private equity investments in companies in North America that provide products and services for the power grid, digital and critical infrastructure, renewable energy and energy-intensive industrial sectors.

Organizational Structure

The following diagram sets forth a simplified view of our organizational structure after giving effect to the Up-C Transactions, including the IPO and the use of proceeds therefrom, and the ~~March~~ Follow-On ~~Offering~~Offerings, including 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.”

1819

Organizational Information

Forgent 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

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:

•

presenting only two years of audited financial statements;

•

an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

•

reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

•

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

In addition, under 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, we will 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, which may make comparison of our financial statements with 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 adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period.

We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary 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-affiliates of more than $700 million as of the last day of our second fiscal quarter of the fiscal year and a determination is made that we are deemed to be 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.

The Offering

Issuer		Forgent Power Solutions, Inc.
Class A Common Stock Offered by Us		11,~~258~~671,~~602~~418 shares (13,~~009~~422,~~213~~130 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Class A Common Stock Offered by the Selling Stockholders		23,~~741~~328,~~398~~582 shares (2726,~~240~~827,~~787~~870 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Option to Purchase Additional Shares of Class A Common Stock		The underwriters have an option to purchase an additional 1,750,~~611~~712 shares of Class A common stock from us and an additional 3,499,~~389~~288 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. If the underwriters exercise their option to purchase additional shares for fewer than all of the shares of Class A common stock available under such option, the Company and the selling stockholders will determine the number of shares to be sold by each within one day after receipt of notice of such exercise from the underwriters. The number of shares to be sold by the Company will not exceed 13,~~009~~422,~~213,~~130 and the number of shares to be sold by the selling stockholders will not exceed 2726,~~240~~827,~~787~~870.
Shares of Class A Common Stock to Be Outstanding After this Offering		~~255~~271,~~377~~642,~~452~~587 shares (~~257~~273,~~128~~393,~~063~~299 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Shares of Class B Common Stock to Be Outstanding After this Offering		4932,~~051~~786,~~437~~302 shares (4731,~~300~~035,~~826~~590 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Opco LLC Interests to Be Held Indirectly by Us After this Offering		~~255~~271,~~377~~642,~~452~~587 Opco LLC Interests (~~257~~273,~~128~~393,~~063~~299 Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Shares of Class A Common Stock to Be Held by the Selling Stockholders After this Offering		~~121~~89,~~477~~120,~~452~~587 shares (~~117~~85,~~978~~621,~~063~~299 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Opco LLC Interests to Be Held by the Existing Opco LLC Owners Immediately After this Offering		4932,~~051~~786,~~437~~302 Opco LLC Interests (4731,~~300~~035,~~826~~590 Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Shares of Class B Common Stock to Be Held by the Existing Opco LLC Owners Immediately After this Offering		4932,~~051~~786,~~437~~302 shares (4731,~~300~~035,~~826~~590 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Economic Interests of Continuing Equity Owners Immediately After this Offering		Approximately 5640.0204% of the economic interests in Opco (or approximately 5438.2932% of the economic interests in Opco if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Voting Interest of Continuing Equity Owners Immediately After this Offering		Approximately 5640.0204% of the combined voting power of all of our common stock (or approximately 5438.2932% of the combined voting


		power of Forgent Power Solutions if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Ratio of Shares of Class A Common Stock to Opco LLC Interests		Our amended and restated certificate of incorporation and the Opco LLC Agreement require that we and Opco at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of Opco LLC Interests indirectly owned by us, except as otherwise determined by us.
Ratio of Shares of Class B Common Stock to Opco LLC Interests		Our amended and restated certificate of incorporation and the Opco LLC Agreement require that we and Opco at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Existing Opco LLC Owners and their respective permitted transferees and the number of Opco LLC Interests owned by the Existing Opco LLC Owners and their respective permitted transferees.
Permitted Holders of Shares of Class B Common Stock		Only the Existing Opco LLC Owners and the permitted transferees of Class B common stock are 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 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.”
Redemption Rights of Holders of Opco LLC Interests		The Opco LLC Agreement provides that the Existing 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 Opco LLC Interests 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; 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 Agreement		Under the Tax Receivable Agreement, we generally are 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 acquired 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 the IPO, 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 payment obligations under 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 are 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.”
Use of Proceeds		We expect to receive approximately $ million (approximately $ million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), after deducting estimated underwriting discounts and commissions, but before offering expenses payable by us. We intend to use the net proceeds we receive in this offering to indirectly purchase 11,~~258~~671,~~602~~418 Opco LLC Interests (or 13,~~009~~422,~~213~~130 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 public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and any withholding taxes. We will not receive any proceeds from the sale 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.

		Opco will bear or reimburse us for all of the expenses of this offering. See “Use of Proceeds.”
Controlled Company		Upon completion of 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.”
Dividend Policy		We historically have not declared any cash distributions or dividends, and we currently do not anticipate paying any cash dividends on our Class A common stock for the foreseeable future. Instead, we anticipate that all of our earnings in 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 the discretion of our board of directors and will depend on a number of factors, including our obligations under the Tax Receivable Agreement, restrictions in our and our subsidiaries’ organizational documents, our current and future debt instruments, our future earnings, capital requirements, financial condition, prospects and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits. The shares of Class B common stock shall not be entitled to any cash distributions or dividends. See “Dividend Policy.”
Listing		Our Class A common stock trades on the NYSE under the symbol “FPS.”
Risk 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.


		Opco will bear or reimburse us for all of the expenses of this offering. See “Use of Proceeds.”
Controlled Company		Prior to the completion of this offering, the Continuing Equity Owners control a majority of the combined voting power of our common stock and, therefore, we are a “controlled company” within the meaning of the NYSE listing rules. Upon completion of this offering and assuming the sale of all shares of Class A common stock offered hereby, we will cease to be a “controlled company” within the meaning of the NYSE listing rules and accordingly, we will, subject to certain transition periods permitted by the NYSE listing rules, no longer be able to rely on exemptions from corporate governance requirements that are available to controlled companies. We intend to continue to rely on certain exemptions from corporate governance requirements that are available to controlled companies during such transition period. See “Management—Loss of Controlled Company Status,” “Principal and Selling Stockholders” and “Certain Relationships and Related Party Transactions.”
Dividend Policy		We historically have not declared any cash distributions or dividends, and we currently do not anticipate paying any cash dividends on our Class A common stock for the foreseeable future. Instead, we anticipate that all of our earnings in 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 the discretion of our board of directors and will depend on a number of factors, including our obligations under the Tax Receivable Agreement, restrictions in our and our subsidiaries’ organizational documents, our current and future debt instruments, our future earnings, capital requirements, financial condition, prospects and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits. The shares of Class B common stock shall not be entitled to any cash distributions or dividends. See “Dividend Policy.”
Listing		Our Class A common stock trades on the NYSE under the symbol “FPS.”
Risk 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.

Unless we specifically state otherwise or the context otherwise requires, the share information in this prospectus:

•

gives effect to the ~~March~~ Follow-On ~~Offering~~Offerings and the Up-C Transactions, including the consummation of the IPO;

•

assumes no exercise of the underwriters’ option to purchase up to an additional 1,750,~~611~~712 shares of Class A common stock from us and up to an additional 3,499,~~389~~288 shares of Class A common stock from the selling stockholders in this offering; and

•

does not reflect the issuance of up to 23,~~671~~659,~~626~~320 shares of Class A common stock reserved for future grants or sale under the 2026 Plan.

Summary Combined/Consolidated Historical and Unaudited Pro Forma

Financial Information and Other Data

The following tables set forth our summary combined/consolidated historical data, unaudited pro forma financial information and other data and unaudited supplemental pro forma combined financial information for our business for the dates and periods indicated.

The summary combined/consolidated statements of operations data for the period from July 1, 2023 to October 31, 2023 (“Predecessor”), the period from September 8, 2023 (“Inception”) through June 30, 2024 and the year ended June 30, 2025 (“Successor”) and the summary combined/consolidated balance sheet data as of June 30, 2024 have been derived from the combined/consolidated audited financial statements of the Forgent Intermediate LLC included elsewhere in this prospectus. 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. See “Basis of Presentation and Organizational Structure.” The summary condensed consolidated financial statements as of March 31, 2026 and for the nine months ended March 31, 2025 and 2026 have been derived from the unaudited condensed consolidated financial statements of 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 historical results are not necessarily indicative of our results to be expected in any future period.

The 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 public offering price in this offering, the number of shares of Class A common stock 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. during the periods presented.

The 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.

The 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.

	Predecessor			Successor						Successor
	Period fromJuly 1, 2023 toOctober 31,			Period fromInception toJune 30,			Pro Forma2024Financial			Year EndedJune 30,			Nine Months EndedMarch 31,
	2023			2024			Information			2025			2025			2026
(in thousands, except per share data)
Revenues	$	64,478		$	181,310		$	482,714		$	753,188		$	515,575		$	958,387
Cost of Revenues		40,664			113,570			292,310			475,122			317,210			627,483
Gross Profit		23,814			67,740			190,404			278,066			198,365			330,904
Operating Expenses
Selling, general and administrative expenses		11,321			52,077			100,686			146,270			87,911			200,246
Depreciation and amortization		93			20,418			71,341			59,559			46,508			40,069
Total Operating Expenses		11,414			72,495			172,027			205,829			134,419			240,315
Income (Loss) from Operations		12,400			(4,755	)		18,377			72,237			63,946			90,589
Other Income (Expense)
Interest expense		(778	)		(21,855	)		(58,729	)		(54,778	)		(41,833	)		(45,704	)
Interest income		342			1,832			4,405			5,558			4,509			2,088
Other expense		(313	)		(381	)		(587	)		(231	)		(462	)		(95	)
Total Other Expense, net		(749	)		(20,404	)		(54,911	)		(49,451	)		(37,786	)		(43,711	)
Income (Loss) Before Tax (Expense) Benefit		11,651			(25,159	)		(36,534	)		22,786			26,160			46,878
Income Tax (Expense) Benefit		(3,190	)		5,957			8,441			(5,340	)		(3,953	)		(6,938	)
Net Income (Loss)		8,461			(19,202	)		(28,093	)		17,446			22,207			39,940
Less: Net income (loss) attributable to non-controlling interest		—			(1,381	)		(8,709	)		2,250			4,451			11,394
Net Income (Loss) attributable to Forgent Intermediate LLC / Forgent Power Solutions	$	8,461		$	(17,821	)	$	(19,384	)	$	15,196		$	17,756		$	28,546
Pro forma net income (loss) per share data (unaudited)
Pro forma net income (loss) per share information—basic (1)										$	0.04					$	0.14
Pro forma net income (loss) per share information— diluted (1)										$	0.04					$	0.14
Weighted-average number of shares outstanding—basic											~~255~~271,~~377~~643						~~255~~271,~~675~~941
Weighted-average number of shares outstanding—diluted											~~255~~271,~~377~~643						~~255~~272,~~675~~027

(1)

See Note 3 to the unaudited pro forma consolidated statement of operations for the year ended June 30, 2025 and the nine months ended March 31, 2026 in “Unaudited Pro Forma Consolidated Financial Statements” for the calculation of pro forma basic and diluted net income (loss) per share.

	As of March 31, 2026
	Forgent Power Solutions		Forgent PowerSolutions
	Actual		Pro Forma(1)
Consolidated Balance Sheet Data (in thousands):
Cash and Cash Equivalents	$	93,831	$	93,831
Total Assets	$	1,853,341	$	12,~~974~~184,~~004~~543
Total Debt, net of discount and deferred financing costs	$	584,129	$	584,129
Total Liabilities	$	1,270,745	$	1,~~375~~556,~~309~~267

(1)

See unaudited pro forma consolidated balance sheet at March 31, 2026 in “Unaudited Pro Forma Consolidated Financial Statements.”

	Pro Forma2024 FinancialInformation		Year EndedJune 30, 2025		Nine Months EndedMarch 31,
	Pro Forma2024 Financial		Year EndedJune 30,		Nine Months EndedMarch 31,
							2025		2026
	Information		2025		2025		2026
Other Financial Information (in thousands):
Adjusted EBITDA(1)	$	99,209	$	169,173	$	126,348	$	210,165
Adjusted Net Income(1)	$	33,487	$	88,670	$	68,586	$	130,359
Adjusted EBITDA margin(2)		20.6 %		22.5 %	24.5%			21.9%

(1)

Adjusted EBITDA and Adjusted Net Income are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). For information on why we consider each to be a useful measure and a discussion of the material risks and limitations of such measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” See table below for a reconciliation to the most directly comparable GAAP measure.

(2)

Adjusted EBITDA margin is Adjusted EBITDA divided by revenues.

The table below reconciles net income (loss) to Adjusted EBITDA for the periods presented:

				Successor
	Pro Forma2024 FinancialInformation			Year EndedJune 30, 2025			Nine Months EndedMarch 31,
	Pro Forma2024 Financial			Year EndedJune 30,			Nine Months EndedMarch 31,
										2025			2026
	Information			2025			2025			2026
(in thousands)
Net income (loss)	$	(28,093	)	$	17,446		$	22,207		$	39,940
Interest expense		58,729			54,778			41,833			45,704
Interest income		(4,405	)		(5,558	)		(4,509	)		(2,088	)
Income tax (benefit) expense		(8,441	)		5,340			3,953			6,938
Depreciation expense		3,420			6,188			3,976			13,400
Amortization of intangibles		70,074			58,676			45,799			37,006
Equity-based compensation		1,496			1,784			1,272			5,544
Sponsor fees and expenses(1)		2,386			15,171			7,310			18,818
Public company readiness costs(2)		—			6,086			2,095			20,965
Earnout expenses(3)		—			5,000		—			5,400
Non-recurring integration and consulting fees(4)		543			4,262		2,412			18,538
Investment banking fees and expenses(5)		3,500			—			—			—
Adjusted EBITDA	$	99,209		$	169,173		$	126,348		$	210,165

(1)

Represents fees and expense reimbursements paid to Neos, our Sponsor.

(2)

Represents non-recurring professional services fees we incurred in connection with readying the Company for the initial public offering, post-initial public offering compliance requirements and statutory SEC reporting, as well as IPO-related bonuses and certain non-recurring recruiting costs.

(3)

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

(4)

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

(5)

Represents investment banking fees and expenses associated with the Business Acquisitions.

The following table reconciles net income (loss) to Adjusted Net Income for the periods presented:

				Successor
	Pro Forma2024 FinancialInformation			Year EndedJune 30, 2025			Nine Months EndedMarch 31,
	Pro Forma2024 Financial			Year EndedJune 30,			Nine Months EndedMarch 31,
										2025			2026
	Information			2025			2025			2026
(in thousands)
Net income (loss)	$	(28,093	)	$	17,446		$	22,207		$	39,940
Amortization of intangibles	70,074			58,676				45,799			37,006
Amortization of deferred financing costs	2,511			2,511				1,955			11,682
Equity-based compensation	1,496			1,784				1,272			5,544
Sponsor fees and expenses(1)	2,386			15,171				7,310			18,818
Public company readiness costs(2)	—			6,086				2,095			20,965
Earnout expenses(3)	—			5,000				—			5,400
Non-recurring integration and consulting fees(4)	543			4,262				2,412			18,538
Investment banking fees and expenses(5)	3,500			—				—			—
Tax impact of adjustments(6)		(18,930	)		(22,266	)		(14,464	)		(27,534	)
Adjusted Net Income	$	33,487		$	88,670		$	68,586		$	130,359

(1)

Represents fees and expense reimbursements paid to Neos, our Sponsor.

(2)

(3)

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

(4)

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

(5)

Represents investment banking fees and expenses associated with the Business Acquisitions.

(6)

Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

RISK FACTORS

Investing in our Class A common stock involves a substantial risk of 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.”

Prices for electrical distribution equipment have increased significantly over the past several years. If there is less demand for, or greater supply of, electrical distribution equipment in the future, the price of electrical distribution equipment could decline which would adversely impact both our revenue growth and profit margins.

The 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 is 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.

We use significant amounts of electrical steel, as well as carbon steel, aluminum and copper in various forms, including busbar, wire and foil, to produce our products. These materials are commodities whose prices have fluctuated significantly over time. If the prices of 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 impacted.

Electrical steel, as well as carbon steel, aluminum and copper are key raw materials we use to produce our products. Electrical steel, carbon steel, aluminum and copper have historically experienced significant price volatility. For example, 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, a 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 impacted. Additionally, we source these raw materials from both international and domestic vendors, and our supply 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 impact our access to materials or increase the price 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 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 government policies, including the imposition of additional duties, tariffs and other charges on imports and exports or restrictions on purchase of components from certain foreign countries.”

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 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 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 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.

Additionally, political, social or economic instability in the regions where we purchase raw materials and components, or in other regions where our products are made, could cause disruptions in trade, including exports to the United States. See “—We manufacture some of our products in Mexico and are exposed to risks associated with doing business in Mexico, including 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.” Other events that could also cause disruptions to our supply chain include:

•

the imposition of additional trade law provisions or regulations;

•

quotas imposed by bilateral trade agreements;

•

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

•

foreign currency fluctuations;

•

natural disasters;

•

public health issues and epidemic diseases, their effects (including any disruptions they may cause) or the perception of their effects, such as the COVID-19 pandemic;

•

theft;

•

restrictions on the transfer of funds;

•

the financial instability or bankruptcy of vendors; and

•

significant labor disputes, such as dock strikes.

Trade 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.

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.

Our reliance on third-party suppliers, service providers, externalized production vendors and commodity markets to secure a variety of raw materials, including electrical steel, carbon steel, aluminum, copper and specialized insulation materials, and key components, such as circuit breakers, used in our products, exposes us to volatility in the prices and availability of these raw materials and components. Our supply chains extend into many different countries and regions of the world, including many developing economies, particularly for electrical steel and carbon steel.

We operate in a supply-constrained environment and are facing, and may continue to face, supply-chain shortages, inflationary pressures, shortages of skilled labor, transportation and logistics challenges and manufacturing disruptions that impact our ability to fulfill, and timeliness in fulfilling, customer orders. To manage the impact 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 historical 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.

We typically do 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 us to purchase materials, components or services at prices higher than those available in the 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 raw material or component we need, our ability to manufacture some of our products could be adversely affected if and to the extent we are unable to find a sufficient alternative supply channel in a reasonable period of time or on commercially reasonable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations.

Disruptions in deliveries, 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 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 also depend on multiple 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, strikes, 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 be unable to store components and materials sufficient for more than a limited period of production, which increases our dependence on efficient logistics. 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 operations.

Our growth depends in part on continued investment in new data centers, which depends in part on continued interest in developing AI.

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 center products we sell are purchased by customers that are building new data centers so we are dependent on ~~increasingly~~increasing 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.

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

The majority 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 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.

Any 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 results of operations.

We currently 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 campuses could significantly impair 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 health 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 instability can be more pronounced than in the United States.

If we are not able to operate at full capacity in, or lose access to, any of our campuses for any reason, we may be forced to purchase components for our products from third party suppliers which 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.

Further, we may experience a shortage of qualified hourly labor availability in certain regions in which we operate, contributing to production volatility and inefficiencies in the manufacturing process, as well as increased labor costs. 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.

We are in the process of expanding our manufacturing capacity. If we are unable to complete our expansion in the timeframe we anticipate or the expansion does not give us the additional capacity we expect, 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.

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. While construction at these locations is substantially complete, we are still in the 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 in our Backlog may not result in ~~the~~ revenue or generate profits in the ~~amount~~amounts we expect or onin the timeframe we anticipate.

As of March 31, 2026 and May 31, 2026, we had Backlog of approximately $2.0 billion and approximately $2.4 billion, respectively, a portion of which was subsequently recognized as revenue. Although our Backlog amount is based on purchase orders or other contractual commitments, we cannot guarantee that our Backlog will ~~result in revenue in the originally anticipated period or~~

result in revenue in the originally anticipated period or amounts or at all. In addition, the orders included in our Backlog may not generate margins equal to our historical 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 or other factors beyond our or their control. Such delays may lead to fluctuations in our results of operations from quarter to quarter, making it difficult to predict our financial performance on a quarterly basis. Moreover, while we have historically experienced few order cancellations and the amount of order cancellations has not been material compared to our total contract volume, if we were to experience a significant amount of order cancellations or reductions in customer purchase orders, it would reduce our Backlog and, consequently, our future sales. If our Backlog fails to result in 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.

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.

Our products 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 market in ways that we cannot. We compete based on product performance and features, reliability and duration of product warranty, lead time, ability to customize and price. We help our products maintain commercial attractiveness at acceptable pricing levels by focusing on product enhancements, using high quality but cost-effective supply chain and managing production and delivery methods. A change in the strategic priorities of our business or a failure to anticipate or respond quickly to a number of factors including technological developments or emerging technologies, evolving industry standards, new regulations or incentives, changing customer demands, supply chain issues or innovations in production techniques in the industries we 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 eventual obsolescence of the products and solutions we currently produce if we are unable to manage and adapt to the changes in the technological environment. Shifts in consumer preferences, which may or may not be long-term, have altered the quantity, type and prices of 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.

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.

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.

An inability to correct a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product category or market, delays in customer payments or refusals by 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.

The 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.

A customer’s decision to purchase certain of our products, 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 cancellation of 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.

If we are unable to adequately control the costs associated with our manufacturing campuses expansion, such failure could have a material adverse effect on our business, financial condition and results of operations.

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 $158 million through March 31, 2026. We remain on track to substantially complete our expansion plan by the end of fiscal 2026. 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.

If our ongoing efforts to reduce our costs, such as using automation to increase labor productivity and implementing initiatives to control or reduce our overhead costs, are not successful, it could have a material adverse effect on our business, financial condition and results of operations.

Achieving our long-term financial targets 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

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 a decrease in our short-term earnings because of the 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 goal. Additionally, cost savings anticipated by us are based on estimates and assumptions that are inherently uncertain and may be 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.

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

Changing U.S. Department of Energy (the “DOE”) efficiency standards for transformers could increase the cost 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.

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.

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 and could have a material adverse effect on our business, financial condition and results of operations.

Our 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.

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

An 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 costs, penalties, liquidated or other damages and/or unanticipated expenses with respect to the timely delivery, functionality, deployment, operation and availability of our products. For example, we face risks 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 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 in technology or customer preferences could result in less demand for certain categories of electrical distribution equipment which could have an adverse impact on our business.

Changes in voltages, redundancy requirements, compute architecture, algorithmic efficiency, power electronics or power conversion methods could result in less demand for certain categories of electrical distribution equipment. The requirements for electrical distribution equipment used in data centers, in particular, can change rapidly. For example, algorithmic improvements 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.

In 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.

Large 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.

Large 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.

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

Selling Powertrain Solutions involves delivering multiple products to one customer which results in larger average order sizes. If we are successful in our strategy to increase our sales of Powertrain Solutions, we will likely generate a greater proportion of our revenues from a smaller number of customers over time. These customers may be able to negotiate more favorable pricing and payment terms from us which could impact our margins and cash flow from operations and the loss of any one of them could result in a material adverse effect on our business, financial condition and results of operations.

We 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.

We 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.

If any of 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.

Disruption of, or consolidation or changes in, the performance, operating models or financial condition of our independent sales representatives and distributors could have a material adverse effect on our business, financial condition and results of operations.

We rely, in part, on independent sales representatives and distributors to sell our products, some of whom operate on an exclusive basis. We maintain a network of third-party sale representatives strategically located across the United States who receive commissions when they sell our products and distributors who stock our products and sell them to contractors and end-users. The independent sales representatives we work with usually focus on selling our electrical distribution equipment, and we generally grant them exclusivity to sell our products within a defined geographic area. If 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 they are unable to successfully market and sell our products, it could have a material adverse effect on our business, financial condition and results of operations. In addition, if there are disruptions or consolidation in their markets, such parties may be able to improve their negotiating position and renegotiate historical terms and agreements for the distribution of our products or terminate relationships with us in favor of our competitors, which could have a material adverse effect on our business, financial condition and results of operations.

There are risks associated with our collaborations with third parties for certain projects, which could impose additional costs and obligations on us.

We have entered and may continue to enter into collaborations for developing designs and manufacturing and commercial operations. Our collaborations may expose us to risks, including risks with respect to the economic, political and regulatory environment of any foreign partners with which we collaborate, legal and regulatory violations committed by our partners whose actions are outside of our control and risks associated with certain exclusivity obligations with our partners that may impose operational restrictions on us. If any of our collaboration partners provide unsatisfactory contributions or fail to comply with applicable laws or regulations or engage in actions contrary to our projects, our brands and reputation may be harmed as a result of our affiliation with such partner. In addition, since we do not have primary control over our strategic partners’ direct contributions, we may have less control over its ultimate success or its impact on our brand. If our partners cannot meet their obligations due to 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 influence over our collaboration partners may be limited and we cannot control their 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 collaboration. 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 disputes. Conflicts 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 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.

The 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 epidemic or pandemic, such as the COVID-19 pandemic, poses 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 due to shutdowns, travel restrictions or other actions that may be requested or mandated 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 test kits and personal protection equipment for employees, office and factory closures, disruptions to ports and other shipping infrastructure, or other travel or health-related restrictions. If our manufacturing campuses and our suppliers or venders are so affected, our supply chain, manufacturing 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 number of 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 and 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 fiscal policies and labor market challenges, among other factors. In addition, various geopolitical factors, including the level of 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 expansion could subject us to additional business, financial, regulatory and competitive risks.

Our strategy is to grow our business outside of the United States and expand internationally. Our products to be offered outside the United States may differ from our current products in several ways, such as the consumption and utilization of local raw materials, components and logistics, the reengineering of selected components to reduce costs, and region-specific customer training, site commissioning, warranty remediation and other technical services.

International 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”).

Failure to 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 expanding

into new markets, we may not be able to offset the expenses associated with the expansion into new markets. If we are unable to manage our expansion and development efforts effectively, if our expansion and development efforts take longer than planned or are otherwise unsuccessful, or if our costs for these efforts exceed our expectations, it could have a material adverse effect on our business, financial condition and results of operations.

Our business strategy may include acquisitions, strategic investments and divestitures to support our growth, and our failure to successfully implement this strategy or failure to realize the expected benefits from any integration, rationalization and improvement efforts we have taken or may take in the future could have a material adverse effect on our business, financial condition and results of operations.

Our business strategy may include the acquisition of businesses or interests in businesses that increase our scale, complement our existing business or expand the scope of our product offering. Successful growth through acquisitions depends upon our ability to identify suitable acquisition targets or assets, conduct due diligence, negotiate transactions on favorable terms and ultimately complete such transactions and integrate the acquired target or asset successfully.

Acquisitions may expose us to significant risks and uncertainties, including:

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competition for acquisition targets and assets, which may lead to substantial increases in purchase price or terms that are less attractive to us;

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

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rulings by antitrust or other regulatory bodies;

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acquired companies’ previous failure to comply with applicable regulatory requirements;

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the integration of operations across different cultures and languages;

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failure to timely integrate acquired companies’ strategies, functions and products into our own;

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inability to produce products at increased scale or loss of previously available distribution channels;

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heightened external scrutiny on acquired intellectual property rights, regulatory exclusivity periods and confidentiality agreements, or lack of intellectual property rights for the acquired portfolio;

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diversion of our management’s attention from existing operations to the acquisition and integration process;

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a failure to accurately predict or to realize expected growth opportunities, cost savings, synergies, market acceptance of acquired companies’ products and other benefits we expected to obtain;

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a failure to identify material problems or liabilities during due diligence review of acquisition targets prior to acquisition;

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

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successor liability imposed by regulators for actions by the target (or its agents) prior to acquisition;

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expenses, delays and difficulties in integrating acquired businesses into our existing businesses;

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difficulties in retaining key customers and personnel; and

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adverse market reactions to an acquisition.

Various other assessments and assumptions regarding acquisition targets may prove to be incorrect, and actual developments may differ significantly from our expectations. Additionally, our financial results could be adversely affected by unanticipated liability issues, transaction-related charges, amortization related to intangibles and charges for impairment of long-term assets. These transactions may not be successful.

In addition, we also regularly evaluate a variety of potential strategic transactions, including equity method investments and other strategic alliances that could further our strategic business objectives. We may not successfully identify, complete or manage the risks presented by these strategic transactions, including those outlined above. Equity investments and other strategic alliances pose additional risks, as we could share ownership in both public and private companies and in some cases management responsibilities with one or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or resources as we do or whose interpretation of applicable policies may differ from our own.

In 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.

Our business strategy may also include the divestiture of 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.

The occurrence of any of the above in connection with any acquisition, strategic transaction or disposition could have a material adverse effect on our business, financial condition and results of operations.

If we fail to manage our recent and future growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately address competitive challenges.

We have experienced significant growth in recent periods. We intend to continue to expand our business significantly, including by adding manufacturing capacity, within existing and new geographies. This growth has placed, and any future growth may place, a significant strain on our management, operational and financial resources and infrastructure. In particular, we will be required to expand, train and manage our employee base and scale and otherwise improve our IT infrastructure in tandem with our growth, both of which could be challenging and require substantial investment. Our management will also be required to maintain and expand our relationships with customers, suppliers and other third parties and attract new customers and suppliers, as well as manage multiple geographic locations.

Our current and planned operations, personnel, IT and other systems and procedures might be inadequate to support our future growth and may require us to make additional unanticipated investment in our infrastructure. Our success and ability to further scale our business will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner. If we cannot manage our growth, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing improvements or other operational difficulties. Any failure to effectively manage growth could have a material adverse effect on our business, financial condition and results of operations.

The integration of the Business Acquisitions poses risks to the operation of our business.

We may encounter challenges resulting from the integration of the Business Acquisitions that could pose risks to the operation of our business, including operational challenges and unanticipated expenses. For example, not all of our campuses use the same enterprise resource planning system, which means our management must review data in different formats when evaluating our business. The need to review data in different formats introduces complexity into our operations and could increase the risk of issues with our financial reporting and controls. While we have no plans to integrate our enterprise resource planning systems, we may integrate them in 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 the businesses may not be representative of our financial or operational performance going forward.

If we fail to manage contingent workers, it could adversely impact our results of operations.

In some locations, we rely on third-party staffing companies to provide us with contingent workers, and our failure to manage such 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.

Disruptions caused by labor disputes or organized labor activities could harm our business.

Some of our employees are represented by labor unions, including most of our employees in Mexico and our employees in Minnesota. Union requirements may limit our flexibility in managing costs and responding to market changes. In addition, employees who are not currently members of, or otherwise represented by, labor organizations may seek such membership or representation, as applicable, in the future.

We cannot ensure that existing collective bargaining agreements will prevent a strike or work stoppage at our campuses in the future, that we will be successful in negotiating new collective bargaining agreements, that such negotiations will not result in significant increases in the cost of labor, including healthcare, pensions or other benefits, or that a breakdown in such negotiations will not result in the disruption of our operations, including by way of strikes or work stoppages. In addition, negotiations with labor unions, possible work stoppages and other labor problems could divert management attention, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, some of our customers and suppliers may have unionized work forces. We may experience a material adverse effect on our business, financial condition and results of operations, including our cash flows and competitive position, if we are subject, directly or indirectly, to labor actions by our or our suppliers’ or customers’ employees, or as a result of general country strikes or work stoppages unrelated to our business or collective bargaining agreements.

The physical effects of climate change, including weather disruptions and related effects, could have a material adverse effect on our business, financial condition and results of operations.

The 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.

We are subject to EHS laws and regulations, which could result in substantial costs, liabilities and impacts to our business, financial condition and results of operations.

We are subject to federal, state, local and foreign EHS laws and regulations, including those relating to the use, handling, generation, storage and disposal of hazardous materials, emissions and discharges of pollutants to the environment, remediation of contaminated soil and groundwater, and occupational health and safety. Such laws and regulations may impose obligations and liabilities on industrial manufacturers for the use or generation of chemicals contained in materials and products sourced in connection with manufacturing and services operations, and if new or revised standards are adopted, they may create additional liability, impact product design, manufacturing and/or servicing or negatively affect financial results. For example, laws in some jurisdictions limit the content of certain hazardous materials in the manufacture of electrical equipment, including our products. While we do not anticipate that compliance with current EHS laws and regulations will adversely affect our business, results of operations and

financial condition, adoption of more stringent laws and regulations in the future or more aggressive enforcement policies could require us to incur substantial costs to come into compliance with these laws and regulations.

In addition, violations of, or liabilities under, these laws and regulations may result in restrictions being imposed on our operations or in our being subject to adverse publicity, substantial fines, penalties, criminal proceedings, third-party property damage or personal 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 currently own or operate or formerly owned or operated, to which we sent hazardous substances for disposal, or where we have otherwise caused or contributed to contamination. Liability for cleanup costs under these laws and regulations can be imposed on a joint and several basis and without regard to fault or the legality of 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.

Under some circumstances, we could also be held liable for any damages resulting from our workforce’s occupational exposure to contamination or harmful chemicals associated with the equipment we manufacture, and we may be required to manage, remove, remediate or abate hazardous conditions at our campuses. Any perceived or actual employee safety issues could result in substantial fines, penalties or costs to us that may be material, harm our reputation, or potentially affect our ability to continue operating in certain jurisdictions.

EHS laws and regulations require us to obtain, maintain and renew environmental permits, licenses and approvals 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.

Failure 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.

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 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.

We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.

We are 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 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 suspension or debarment of our ability to contract with certain parties or complete certain transactions. In addition, an increasing number of jurisdictions also

provide 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 a material adverse effect on our business, financial condition and results of operations.

We manufacture some of our products in Mexico and are exposed to risks associated with doing business in Mexico, including compliance with laws and regulations 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.

We deal with a range of legal and regulatory systems with varying requirements due to our presence in Mexico. We also face risks associated with engagements with foreign officials and government agencies, including the risks of complying with diverse procedures and standards imposed by (among others) the FCPA and similar anti-corruption and anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. However, it is possible that our employees, subcontractors, agents and partners may take actions in violation of our policies, company-wide standards, procedures and anti-bribery laws and that the controls we undertake to facilitate lawful conduct, which include training, internal control policies and other safeguards to educate our employees and certain third parties, could be intentionally circumvented or become inadequate because of changed conditions. See “—Misconduct by our employees, independent contractors or subcontractors, or a failure to comply with applicable laws or regulations, could harm our reputation, damage our relationships with customers and subject us to criminal and civil enforcement actions.”

Our manufacturing presence is also 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 laws, regulations and Mexican government policies and trade disputes with the United States (including tariffs), and compliance with U.S. laws affecting activities of U.S. companies abroad, including tax laws, economic sanctions and enforcement of contract and intellectual property rights.

Navigating a variety of Mexican legal and regulatory regimes may increase the difficulty of compliance, particularly as such laws change or are interpreted in unexpected ways. Our compliance with such legal and regulatory regimes is vital to our business. For example, our 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 our manufactured 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 strain on our personnel, systems and resources. Our failure to manage our Mexican operations successfully could impair our ability to react quickly to changing business and market conditions and to enforce compliance with company-wide standards and procedures, which could have a material adverse effect on our business, financial condition and results of operations.

Failure to meet environmental, social and governance (“ESG”) expectations or standards could have a material adverse effect on our business, financial condition and results of operations.

There 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.

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

We sell some products that are used in renewable energy projects, including solar generation projects and BESS projects. Certain renewable energy projects have historically benefited from federal production and investment tax credits. On July 4, 2025, President Trump signed into law the 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 the U.S. Internal Revenue Code of 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 impact on future levels of investment in solar and wind generation projects, which could result in a reduction in the demand for some of our products in the Grid market.

The impact of import or export laws could have a material adverse effect on our business, financial condition and results of operations.

We 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 operations, which may affect our transactions with certain customers, business partners and other persons. See “—We manufacture some of our products in Mexico and are exposed to risks associated with doing business in Mexico, including 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 export of certain products and technologies and, in other circumstances, we may be required to obtain an export license before exporting a controlled item. Additionally, violations of the FCPA and similar anti-corruption laws outside the United States or 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 the recognition of the corresponding revenue. In addition, failure to comply with any of these regulations could result in civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and damage to our reputation, any of which could have a material adverse effect on our business, financial condition and results of operations. Moreover, any changes in export of our products, and the possibility of such changes, requires constant monitoring to ensure we remain compliant. Any restrictions on the export of our products or product lines could have a material adverse effect on our business, financial condition and results of operations.

Failure to obtain or comply with federal, state and local government approvals, licenses and permits may negatively affect our ability to produce, market and sell our products.

Parts of our business are required to obtain, and to comply with, federal, state and local government approvals, licenses and permits. For example, our transformers must adhere to the DOE’s efficiency standards, which may govern the use of grain-oriented electrical steel or amorphous steel in our products. Any of these approvals, licenses or permits may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of approvals, licenses or permits may adversely affect our operations by suspending our

activities or curtailing our work and may subject us to penalties and other sanctions. For example, our operations in the United States are subject to regulation by the DOE, U.S. Environmental Protection Agency (“EPA”), California Environmental Protection Agency and Texas Commission Environmental Quality. Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including the failure to comply with EHS laws and regulations, the failure to comply with permit conditions, violations found during inspections or otherwise, local or community, political or other opposition. Furthermore, regulations continue to evolve and change which may require significant resources and costs to ensure our compliance. Failure to obtain or renew any required licenses could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to periodic litigation, regulatory proceedings and enforcement actions, which could have a material adverse effect on our business, financial condition and results of operations.

From time to time, we are involved in lawsuits, regulatory proceedings, investigations, enforcement actions and other legal proceedings brought or threatened against us in the ordinary course of business. Our business is subject to the risk of claims involving current and former employees, affiliates, subcontractors, suppliers, competitors, stockholders, government regulatory agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other proceedings. For example, in March 2026, we and certain of our directors and other third parties, including certain underwriters in our IPO and the ~~March~~ Follow-On ~~Offering~~Offerings, were named in a lawsuit (the “March 2026 lawsuit”) filed by Abbie Gougerchian, the cousin of one of the former owners of MGM, Pat Gogerchin. The March 2026 lawsuit relates to an earlier ongoing litigation (the “2025 lawsuit”) in which the plaintiff, is alleging, that he is entitled to, among other things, a portion of the consideration that Mr. Gogerchin and others received when Neos acquired MGM from Mr. Gogerchin and the other former MGM owners in 2023. We have not been named as a defendant in the 2025 lawsuit. We believe the allegations against us, our directors and the other parties in the March 2026 lawsuit are without merit and intend to vigorously defend the March 2026 lawsuit. We believe that Neos has strong defenses in the 2025 lawsuit, including that it was a good faith purchaser, and that the plaintiff’s remedy, if any, would be to receive a share of the consideration Neos paid the individual defendants for MGM from those individual defendants. While at this stage it is too early to assess the outcome of either lawsuit, we do not believe either lawsuit will have a material effect on our business, financial condition or results of operations.

As a public company, we may face the risk of stockholder lawsuits and other related or unrelated litigation, particularly if we experience declines in the trading price of our Class A common stock. As such, our directors and executive officers might be subject to federal securities litigation and ~~derivate~~derivative suits. The expense of defending such litigation may have a substantial impact if our insurance carriers fail to cover the full cost of litigation. This potential litigation could require significant management time and attention and result in significant legal expenses. Additionally, we have had, and may in the future have, customers who assert contractual or other claims related to the performance or design of our products, timeliness of delivery or other aspects of our commercial relationships. Legal claims and proceedings may relate to labor and employment, commercial arrangements, intellectual property, EHS, property damage, theft, personal injury and various other matters. Given the nature of our business, which may involve large projects and long-term commercial relationships, such claims, whether asserted in commercial discussions, litigation or other types of proceedings, may be for significant amounts.

Due to the inherent uncertainties of litigation, it is often difficult to accurately predict the ultimate outcome of any such actions or proceedings, which could have a material adverse effect on our business, financial condition and results of operations. In addition, plaintiffs in many types of actions may seek punitive damages, civil penalties, consequential damages or other losses or injunctive or declaratory relief. While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. These proceedings or actions could result in substantial cost and may require us to devote substantial resources to defend ourselves and distract our management from the operation of our business and could have a material adverse effect on our business, financial condition and results of operations.

Misconduct by our employees, independent contractors or subcontractors, or a failure to comply with applicable laws or regulations, could harm our reputation, damage our relationships with customers and subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations or other improper activities by one or more of our employees, independent contractors or subcontractors could have a significant negative impact on our business and reputation. While we take precautions to prevent and detect these activities, such precautions may not be effective and are subject to inherent limitations, including human error and fraud. In some instances, we may also make self-disclosure to relevant authorities who may pursue or decline to pursue enforcement proceedings against us. The costs associated with the investigation, remediation and potential notification of any violation to customers, regulators and counterparties could be material. Acts of misconduct, or our failure to comply with applicable laws or regulations, could subject us to criminal or civil fines and penalties or other sanctions and liabilities, harm our reputation, or damage our relationships with customers and could have a material adverse effect on our business, financial condition and results of operations.

If we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary rights, it could have a material adverse effect on our business, financial condition and results of operations.

Our success depends to a significant degree on our ability to protect our intellectual property and other proprietary rights. We rely on trademark and trade secret laws to establish and protect our intellectual property and other proprietary rights. However, such means may afford only limited protection of our intellectual property and may not (i) prevent our competitors from duplicating our processes or technology, (ii) prevent our competitors from gaining access to our proprietary information and technology or (iii) permit us to gain or maintain a competitive advantage.

We also rely on confidentiality and license agreements and other contractual provisions, including intellectual property assignments, with our employees and third parties with whom we share such confidential information to protect our intellectual property and other proprietary rights. Any disclosure of such confidential information, either intentional or unintentional, could enable competitors to duplicate or surpass our technological achievements, thus eroding our competitive position in our market. Although we use reasonable efforts to protect our trade secrets, we cannot provide any assurances that all such confidentiality agreements have been duly executed or guarantee that such confidentiality agreements will be enforceable under law. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. Furthermore, the laws of some foreign jurisdictions do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, it could have a material adverse effect on our business, financial condition and results of operations.

We may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the technology to which such rights relate.

Our competitors and other third parties have numerous trade secrets related to technology used in our industry, and may hold or obtain patents, copyrights, trademarks or other intellectual property rights that could prevent, limit or interfere with our ability to make, use, develop, sell or market our products, which could make it more difficult for us to operate our business. From time to time we may be subject to claims of infringement, misappropriation or other violation of patents or other intellectual property rights and related litigation, and, if we gain greater recognition in the market, we face a higher risk of being the subject of these types of claims. We may also be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property. Regardless of their merit, responding to such claims can be time consuming, can divert management’s attention and

resources, and may cause us to incur significant expenses in litigation or settlement, and we cannot be certain that we would be successful in defending against any such claims in litigation or other proceedings. If we do not successfully defend or settle an intellectual property claim, we could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business methods, content or brands, and from making, selling or incorporating certain components or intellectual property into the products we offer, which could hinder our ability to develop, engineer and market our products. As a result, we could be forced to redesign our products and/or to establish and maintain alternative branding for our products. To avoid litigation or being prohibited from marketing or selling the relevant products, we could seek a license from the applicable third party, which could require us to pay significant royalties, licensing fees or other payments, increasing our operating expenses. If a license is not available at all or not available on reasonable terms, we may be required to develop or license a non-violating alternative, either of which could be infeasible or require significant effort and expense. If we cannot license or develop a non-violating alternative, we would be forced to limit or stop sales of our products and may be unable to effectively compete. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the trading price of our Class A common stock. Any of these results could have a material adverse effect on our business, financial condition and results of operations. Finally, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on our business, financial condition and results of operations. See “—Risks Related to Litigation and Regulation—We may be subject to periodic litigation, regulatory proceedings and enforcement actions, which could have a material adverse effect on our business, financial condition and results of operations.”

Failure to effectively utilize information technology systems or implement new technologies could disrupt our business or reduce our sales or profitability.

We rely extensively on various IT systems, including data centers, hardware, software and applications to manage many aspects of our business, including to operate and provide our products, to process and record transactions, to enable effective communication systems, to track inventory flow, to manage logistics, to maintain security clearance and to generate performance and financial reports. We are dependent on the integrity, security and consistent operations of these systems and related back-up systems. Our computer and IT systems and the third-party systems we rely upon are also subject to damage or interruption from a number of causes, including:

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power outages;

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computer and telecommunications failures;

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computer viruses, malware, phishing or distributed denial-of-service attacks;

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security breaches;

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cyberattacks;

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catastrophic natural events such as fires, floods, earthquakes, tornadoes, hurricanes;

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acts of war or terrorism; and

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design or usage errors by our employees or contractors.

Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, could have a material adverse effect on our business, financial condition and results of operations.

From time to time, our systems require modifications and updates, including by adding new hardware, software and applications, maintaining, updating or replacing legacy programs, integrating new service providers and adding enhanced or new functionality. Although we are actively selecting systems and vendors and implementing procedures to enable us to maintain the integrity of our systems when we modify them, there are inherent risks associated with modifying or replacing systems, and with new or changed relationships, including

accurately capturing and maintaining data, realizing the expected benefit of the change and managing the potential disruption of the operation of the systems as the changes are implemented. Potential issues associated with implementation of these technology initiatives could reduce the efficiency of our operations in the short term. In addition, any interruption in the operation of our websites or systems could cause us to suffer reputational harm or to lose sales if customers are unable to access our website or purchase merchandise from us during such interruption. The efficient operation and successful growth of our business depends upon our IT systems. In particular, we also depend on our IT systems to maintain compliance with certain IT policies affecting our contracts with government customers. The failure of our IT systems and the third party systems we rely on to perform as designed, or our failure to implement and operate them effectively, could disrupt our business and/or subject us to liability and could have a material adverse effect on our business, financial condition and results of operations.

Unauthorized disclosure of personal or sensitive data or confidential information, whether through a breach of our computer system or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

Under law, we are required to collect, receive, use and store personal information of our employees. Despite the security measures we have in place, our campuses and systems, and those of third parties with which we do business, may be vulnerable to security breaches, acts of vandalism and theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events, and there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this type of confidential information and personal data.

Electronic security attacks designed to gain access to personal, sensitive or confidential information data by breaching mission critical systems of large organizations are constantly evolving, and high profile electronic security breaches leading to unauthorized disclosure of confidential information or personal data have occurred recently at a number of major U.S. companies.

Attempts by computer hackers or other unauthorized third parties to penetrate or otherwise gain access to our computer systems or the systems of third parties with which we do business through fraud or other means of deceit, if successful, may result in the misappropriation of personal information, data, check information or confidential business information. Hardware, software or applications we utilize may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. In addition, our employees, contractors or third parties with which we do business or to which we outsource business operations may attempt to circumvent our security measures in order to misappropriate such information and data, and may purposefully or inadvertently cause a breach or other compromise involving such information and data. Despite advances in security hardware, software and encryption technologies, the methods and tools used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly changing and evolving, and may be difficult to anticipate or detect for long periods of time. We are implementing and updating our processes and procedures to protect against unauthorized access to, or use of, secured data and to prevent data loss. However, the ever-evolving threats mean we and our third-party service providers and vendors must continually evaluate and adapt our respective systems, procedures, controls and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches, misappropriating of confidential information or misuses of personal data. Moreover, because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we and our suppliers or vendors may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures.

Despite our precautions, an electronic security breach in our systems (or in the systems of third parties with which we do business) that results in the unauthorized release of personally identifiable information regarding employees or other individuals or other sensitive data have occurred and could lead to serious disruption of our operations, financial losses from remedial actions, loss of business or potential liability, including possible punitive damages. As a result, we could be subject to demands, claims and litigation by private parties and investigations, related actions and penalties by regulatory authorities. In addition, we could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information. Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our reputation,

substantially impair our ability to attract and retain customers and could have a material adverse effect on our business, financial condition and results of operations.

In addition, as the regulatory environment relating to obligations to protect such sensitive data becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could result in additional costs, and a material failure on our part to comply could subject us to fines or other regulatory sanctions and potentially to lawsuits. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Increased cybersecurity requirements, vulnerabilities, including data security breaches, ransomware or computer viruses, threats and more sophisticated and targeted computer crimes pose a risk to our systems, networks, products and data, as well as our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

The proper functioning of our IT system is critical to the successful operation of our business. Increased global cybersecurity vulnerabilities, threats, computer viruses and more sophisticated and targeted cyberattacks such as ransomware, as well as cybersecurity failures resulting from human error, technological errors and natural disasters, including those from events that are wholly or partially beyond our control, pose a risk to our security and the security of our customers’, partners’, suppliers’ and third-party service providers’ infrastructure, products, systems and networks and the confidentiality, availability and integrity of our and our customers’ data, as well as associated financial risks. We have experienced such incidents in the past, including a ransomware attack that (i) temporarily interrupted certain manufacturing and back-office systems, which have not had a material impact on our operations, (ii) required us to incur immaterial remediation and recovery costs and (iii) resulted in the limited exfiltration of limited personal and proprietary information. As the perpetrators of such attacks become more capable (including sophisticated state or state-affiliated actors), and as critical infrastructure increasingly becomes digitized, the risks in this area continue to grow. A significant cyberattack, such as an attack on power grids or power plants (even if such an attack does not involve our products or systems), could pose broader disruptions and adversely affect our business such as by negatively impacting our operations or resulting in financial or reputational damage. We have also observed an increase in third-party breaches and ransomware attacks at suppliers, service providers and software providers, and our efforts to mitigate adverse effects on us if this trend continues may not be successful in the future. The large number of suppliers that we work with requires significant effort for the initial and ongoing verification of the effective implementation of cybersecurity requirements by suppliers. The increasing degree of interconnectedness and shared liability between us and our partners, suppliers and customers also poses a risk to the security of our network as well as the larger ecosystem in which we operate. There can be no assurance that our various cybersecurity measures, including employee training, monitoring and testing, performing security reviews, requiring business partners with connections to our network to appropriately secure their IT systems and maintenance of protective systems and contingency plans, will be sufficient to prevent, detect and limit the impact of cyberattacks, and we remain vulnerable to known or unknown threats. For example, we outsource certain cybersecurity functions and will continue to look for opportunities to utilize managed security service providers, and such arrangements will increase our overall cyber risk given the degree of our interconnectedness with the providers and the potential impact on our outsourced functions that could be caused by an attack on such a provider.

In addition to existing risks from the integration of digital technologies into our business portfolio, the adoption of new technologies in the future may also increase our exposure to cybersecurity breaches and failures. An unknown vulnerability or compromise could potentially impact the security of our software or connected products and lead to the misuse or unintended use of our products, loss of our intellectual property, misappropriation of sensitive, confidential or personal data, safety risks or unavailability of products.

A significant cybersecurity incident or other information technology disruption could lead to extended business interruptions, delays in providing products and solutions, contractual liabilities and substantial remediation costs. In addition to the direct impacts of a cyberattack or other information technology disruption, we could experience prolonged downtime of critical systems, delays in fulfilling customer orders or disruptions in our supply chain and manufacturing operations. Such incidents may require us to provide financial credits or other remedies to customers under contractual service level agreements, leading to additional unplanned expenses. Recovery efforts may involve significant costs related to forensic investigations, remediation of systems, engagement of third-party experts and consultants, enhanced security measures, legal fees and regulatory compliance obligations. Extended

recovery periods could also impair our relationships with key customers, resulting in the loss of future business opportunities. Any such event could have a materially adverse effect on our business, financial condition and results of operations.

We also have access to sensitive, confidential or personal data or information in certain of our businesses that is subject to privacy and security laws, regulations or customer-imposed controls. See “—Failure to comply with current or future federal, state and foreign laws and regulations and industry standards relating to privacy, data protection, advertising and consumer protection could have a material adverse effect on our business, financial condition and results of operations.” We have vulnerability to security breaches, theft, misplaced, lost or corrupted data, programming errors, employee errors and/or malfeasance (including misappropriation by departing employees) that could potentially lead to material compromising of sensitive, confidential or personal data or information, improper use of our systems or networks, unauthorized access, use, disclosure, modification or destruction of or denial of access to information, defective products, production downtimes and operational disruptions.

Furthermore, we rely on software, hardware and other material components from a number of third parties to manufacture our products. If a material cyber incident impacting a supplier were to result in its prolonged inability to manufacture and/or ship such components, this could impact our ability to manufacture our products. In addition, third-party sourced software components, malicious code or a critical vulnerability emerging within such software could expose our customers to increased cyber risk. Any such impact could result in financial or reputational damage, as well as expose us to litigation and regulatory enforcement actions, which could have a material adverse effect on our business, financial condition and results of operations.

Failure to comply with current or future federal, state and foreign laws and regulations and industry standards relating to privacy, data protection, advertising and consumer protection could have a material adverse effect on our business, financial condition and results of operations.

We rely on a variety of marketing and advertising techniques, and we are subject to various laws, regulations and industry standards that govern such marketing and advertising practices. A variety of federal, state and foreign laws and regulations and certain industry standards govern the collection, use, processing retention, sharing and security of consumer data.

Laws, regulations and industry standards relating to privacy, data protection, marketing and advertising and consumer protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, standards, requirements and obligations.

In addition, various federal, state and foreign legislative and regulatory bodies or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, consumer protection and advertising. For example, in June 2018, the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which came into effect on January 1, 2020. The CCPA requires companies that process information relating to California residents to implement additional data security measures, to make new disclosures to consumers about their data collection, use and sharing practices, and allows consumers to opt out of certain data sharing with third parties. In addition, the CCPA provides for civil penalties and allows private lawsuits from California residents in the event of certain data breaches. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data. Each of these privacy, security and data protection laws and regulations, and any other such changes or new laws or regulations, could impose significant limitations, require changes to our business or restrict our use or storage of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct. In addition, any such changes could compromise our ability to develop an adequate marketing strategy and pursue our growth strategy effectively.

Any failure or perceived failure to comply with our privacy policies or with any federal or state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or

consumer protection or any security incident or breach involving the misappropriation, loss or other unauthorized processing, use or disclosure of sensitive or confidential consumer or other personal information, whether by us, one of our third-party service providers or vendors or another third party, could have a material adverse effect on our business, financial condition and results of operations, including our reputation and customer and employee relationships.

We cannot assure you that our vendors or other third-party service providers with access to our or our customers’ or employees’ personally identifiable and other sensitive or confidential information in relation to which we are responsible will not breach contractual obligations imposed by us, or that they will not experience data security breaches, which could have a corresponding effect on our business, including putting us in breach of our obligations under privacy laws and regulations and/or which could in turn adversely affect our business, results of operations and financial condition. We also cannot assure you that our contractual measures and our own privacy and security-related safeguards will protect us from the risks associated with the third-party processing, use, storage and transmission of such information. We may also be contractually required to indemnify and hold harmless third parties from the costs and consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Future changes in legislation and regulation in the United States governing or related to information technologies, data privacy laws, domestic manufacturing or the development of new power plants and T&D networks could disrupt our customers’ markets resulting in declines in sales volume and prices of our products, which could have a material adverse effect on our business, financial condition and results of operations.

Various laws and governmental regulations, both in the United States and abroad, governing or related to information technologies, data privacy laws, domestic manufacturing or the development of new power plants and T&D networks remain largely unsettled, even in areas where there has been some legislative action. Many of our customers are currently benefiting from provisions of the CHIPS and Science Act and the Inflation Reduction Act and we are benefiting from trade policies that encourage or require the purchase of electronic components made by U.S. companies in North America. Additionally, we benefit from regulations prohibiting the use of products made by companies domiciled in or controlled by citizens of the People’s Republic of China in critical U.S. infrastructure. If these provisions or policies changed, it could have a material adverse effect on our business, financial condition and results of operations.

The implementation of new information systems and enhancements to our current systems may be costly and disruptive to our operations.

Our implementation of new information systems and enhancements to current systems are costly and have in the past and may in the future be disruptive to our operations. As our industry develops, using advancements in technology, such as AI, or failing to, could have a material adverse effect on our business, financial condition and results of operations. Problems, disruptions, delays or other issues in the design and implementation of these systems or enhancements have in the past and could in the future adversely impact our forecasting and planning abilities, and our ability to process customer orders, ship products, provide service and support to our customers, bill and collect in a timely manner from our customers, fulfill contractual obligations, accurately record and transfer information, recognize revenue, file securities, governance and compliance reports in a timely manner or otherwise run our business. If we are unable to successfully design and implement these new systems, enhancements and processes as planned, if the length of time or costs are greater than anticipated, if they result in further disruptions, or if they do not operate as anticipated, our business, results of operations and financial condition could be materially adversely effected. Additionally, the benefits of these new systems may not be realized until they are fully implemented and testing has been completed.

Financial, Tax and General Risks

We may elect not to purchase insurance for certain business risks and expenses and, for the insurance coverage we have in place, such coverage may not address all of our potential exposures or, in the case of substantial losses, may be inadequate to cover such losses.

We may elect not to purchase insurance for certain business risks and expenses, such as claimed intellectual property infringement, where we believe we can adequately address the anticipated exposure or where insurance coverage is either not available at all or not available on a cost-effective basis. In addition, product liability and product recall insurance coverage is expensive and may not be available on acceptable terms, in sufficient amounts, or at all. We may be named as a defendant in product liability or other lawsuits asserting potentially large claims if an accident occurs at a location where our products have been or are being used. For those policies that we do have, insurance coverage may be inadequate in the case of substantial losses, or our insurers may refuse to cover us on specific claims. Losses not covered by insurance could be substantial and unpredictable and could adversely impact our financial condition and results of operations. If we are unable to maintain our portfolio of insurance coverage, whether at an acceptable cost or at all, or if there is an increase in the frequency or damage amounts claimed against us, it could have a material adverse effect on our business, financial condition and results of operations.

Volatility in currency exchange rates could have a material adverse effect on our business, financial condition and results of operations.

As a result of our global manufacturing and supply chain, we generate and incur a portion of our expenses in currencies other ~~that~~than the U.S. dollar. Our business is subject to foreign currency exchange ~~rates~~rate fluctuations, particularly with respect to the Mexican peso. Changes in the value of currencies of the countries in which we do business relative to the value of the U.S. dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, we are subject to foreign exchange translation risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. As the U.S. dollar fluctuates against other currencies in which we transact business, revenue and income can be impacted, including revenue decreases due to unfavorable foreign currency impacts. Strengthening of the U.S. dollar relative to the Mexican peso and the currencies of the other countries in which we do business could materially and adversely affect our ability to compete in international markets and our sales growth in future periods. In addition, we may be unable to hedge the effects of foreign exchange rate and interest rate changes in a cost-effective manner. Any of these risks could have a material adverse effect on our business, financial condition and results of operations.

Future material impairments in the value of our long-lived assets, including goodwill, could have a material adverse effect on our business, financial condition and results of operations.

We review our long-lived assets, including identifiable intangible assets, goodwill and property, plant and equipment for impairment at least annually. All long-lived assets are reviewed when there is an indication that impairment may have occurred. Changes in market conditions or other changes in the outlook of value may lead to impairment charges in the future. In addition, we may sell assets that we determine are not critical to our strategy. Future events or decisions may lead to asset impairments or related charges. Certain non-cash impairments may result from a change in our strategic goals, business direction or other factors relating to the overall business environment. Material impairment charges could have a material adverse effect on our business, financial condition and results of operations.

Changes in tax laws or regulations that are applied adversely to us or our customers could materially adversely affect our business, financial condition and results of operations.

Changes in corporate tax rates, tax incentives for certain energy projects, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, the deductibility of expenses, and other aspects of tax law under future tax reform legislation or regulatory guidance (including from the IRS) could have a material impact on the value of our deferred tax assets, could result in significant one-time charges in the current or future taxable years and could increase our future tax expense, which could have a material adverse effect on our business, financial condition and results of operations.

Our tax burden could increase as a result of ongoing or future tax audits.

We are subject to the examination of our tax returns and tax audits by tax authorities (including the IRS). Tax authorities may not agree with our interpretation of applicable tax laws and regulations. As a result, such tax authorities may assess additional tax, interest and penalties. We regularly assess the likely outcomes of these audits and other tax disputes to determine the appropriateness of our tax provision and establish reserves for material, known tax exposures. However, the calculation of such tax exposures involves the application of complex tax laws and regulations in many jurisdictions. Therefore, there can be no assurance that we will accurately predict the outcomes of any tax audit or other tax dispute or that issues raised by tax authorities will be resolved at a financial cost that does not exceed our related reserves. As such, the actual outcomes of these disputes and other tax audits could have a material adverse effect on our business, financial condition and results of operations.

Our indebtedness requires us to dedicate a substantial portion of our cash flow from operations and could adversely affect our financial flexibility and our competitive position.

As of March 31, 2026, no amounts were outstanding under the Revolving Facility, and $600 million was outstanding under the 2025 Term Loan Facility. Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. Our indebtedness could have other important consequences to you and significant effects on our business. For example, it could:

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increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

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require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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restrict us from exploiting business opportunities;

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make it more difficult to satisfy our financial obligations, including payments on our indebtedness;

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place us at a disadvantage compared to our competitors that have less debt;

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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes;

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expose us to interest rate fluctuations because the interest on the Senior Credit Facilities is imposed, and on the debt under any future debt agreement may be imposed, at variable rates; and

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require us to sell assets to reduce debt or influence our decision about whether to do so.

In addition, the Senior Credit Agreement contains, and our other agreements evidencing or 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. Our failure to comply with those covenants is not fully within our control and could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness and have a material adverse effect on our business, financial condition and results of operations. See “Description of Certain Indebtedness.”

Despite substantial levels of indebtedness, we and our subsidiaries have the ability to incur more indebtedness. Incurring additional debt could further intensify the risks described above.

We may be able to incur additional debt in the future and the terms of the Senior Credit Facilities will not fully prohibit us and our subsidiaries, as applicable, from doing so. We have the ability to draw upon our $250 million Revolving Facility. The amount of the 2025 Term Loan Facility and the Revolving Facility may be increased if we meet certain conditions, and we may amend the terms of our debt to permit the incurrence of additional debt from time to time. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations. Increased leverage may also have a material adverse effect on our business, financial condition and results of operations.

Our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

The Senior Credit Agreement contains, and the agreements evidencing or governing any future indebtedness may contain, financial restrictions on us and our restricted subsidiaries, including restrictions on our or our restricted subsidiaries’ ability to, among other things:

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place liens on our or our restricted subsidiaries’ assets;

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make investments other than permitted investments;

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incur additional indebtedness;

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prepay or redeem certain indebtedness;

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merge, consolidate or dissolve;

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sell assets;

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engage in transactions with affiliates;

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change the nature of our business;

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change our or our subsidiaries’ fiscal year or organizational documents; and

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make restricted payments (including certain equity issuances).

In addition, the Senior Credit Agreement includes a springing financial covenant for the benefit of the Revolving Facility that will be tested on the last day of any fiscal quarter only if the aggregate outstanding amount of revolving credit borrowings under the Senior Credit Agreement (excluding, for the avoidance of doubt, all undrawn letters of credit) exceeds 40% of the aggregate amount of revolving credit commitments as of the last day of any fiscal quarter, commencing (if applicable) with June 30, 2026. If such condition is met, the financial covenant requires us to maintain a ratio of consolidated first lien debt to consolidated adjusted EBITDA (as defined under the Senior Credit Agreement) no greater than 7.50 to 1.00 on the last day of such fiscal quarter.

A failure by us or our subsidiaries to comply with the covenants contained in the agreements governing our indebtedness could result in an event of default under such indebtedness, which could adversely affect our ability to respond to changes in our business and manage our operations. Additionally, a default by us under the agreements governing our indebtedness or an agreement governing any future indebtedness may trigger cross-defaults under any future agreements governing our indebtedness. Upon the occurrence of an event of default or cross-default under any of the present or future agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in the agreements. If any of our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay this indebtedness in full, which could have a material adverse effect on our business, financial condition and results of operations, including on our ability to continue to operate as a going concern. See “Description of Certain Indebtedness.”

We may not be able to raise additional capital to execute our current or future business strategies on favorable terms, if at all, or without dilution to our stockholders, which could have a material adverse effect on our business, financial condition and results of operations.

We expect that we may need to raise additional capital to execute our current or future business strategies. However, we do not know what forms of financing, if any, will be available to us. Some financing activities in which we may engage could cause your equity interest in us to be diluted, which could cause the value of your stock to decrease. If financing is not available on acceptable terms, if and when needed, our ability to fund and expand our operations, develop and enhance our products, respond to unanticipated events, including unanticipated opportunities, or otherwise respond to competitive pressures would be significantly limited. Any such event could have a material adverse effect on our business, financial condition and results of operations, and we may be unable to continue our operations.

We are a holding company and our principal asset is an indirect interest in Opco, and accordingly, we are dependent upon Opco and its consolidated subsidiaries for our results of operations, cash flows and distributions.

Following completion of the Up-C Transactions, we became a holding company with no material assets other than our indirect ownership of the Opco LLC Interests. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses, including to satisfy our obligations under the Tax Receivable Agreement, or declare and pay dividends in the future, if any, depends upon the results of operations and cash flows of Opco and its consolidated subsidiaries and distributions we receive from Opco. There can be no assurance that our subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will permit such distributions. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, any distributions we receive from Opco may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose.

Though no assurances can be provided, we anticipate that Opco will continue to be treated as a partnership (and not as a “publicly traded partnership,” within the meaning of Section 7704(b) of the Code, subject to tax as a corporation) for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of the Opco LLC Interests. Accordingly, we and our subsidiaries will be required to pay income taxes on our allocable share of any net taxable income of Opco. Further, Opco and its subsidiaries may, absent an election to the contrary (which we may not make), be subject to material liabilities pursuant to the partnership audit rules enacted pursuant to the Bipartisan Budget Act of 2015 and related guidance if, for example, its calculations of taxable income are incorrect. Pursuant to these rules, Opco may be liable for underpayments of taxes attributable to the equity interests of the Continuing Equity Owners, or historic equity holders of Opco from periods before the IPO, in which case we may indirectly economically bear a portion of such taxes (including any applicable penalties and interest) even though we did not economically benefit from the income giving rise to such taxes. Further, we will be responsible for the unpaid tax liabilities of the corporate entities we acquire as part of the Up-C Transactions, including for the taxable year (or portion thereof) of such entities ending on the date of the IPO. To the extent that we need funds and Opco and its subsidiaries are restricted from making such distributions, under applicable law or regulation, or as a result of covenants in the credit agreements of Opco and its subsidiaries, we may not be able to obtain such funds on terms acceptable to us or at all which as a result could have a material adverse effect on our business, financial condition and results of operations.

Under the terms of the Opco LLC Agreement, Opco is obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of Opco LLC Interests, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We intend, as its indirect managing member, to cause Opco to make cash distributions to the holders of Opco LLC Interests in an amount sufficient to (i) fund all or part of their tax obligations in respect of taxable income allocated to them and (ii) cover payments under the Tax Receivable Agreement, and to cause Opco to fund our other operating expenses. However, Opco’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Opco or its subsidiaries are then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Opco insolvent. If we do not have sufficient funds to pay taxes or other liabilities, or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Opco LLC Agreement.” In addition, if Opco does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “—Risks Related to This Offering and Our Class A Common Stock” and “Dividend Policy.”

As a result of (a) potential differences in the amount of net taxable income allocable to us and to Opco’s other limited liability interest holders, (b) the lower tax rate applicable to corporations as opposed to individuals, and (c) certain tax benefits that we anticipate from (i) future purchases or redemptions of Opco LLC Interests from the Continuing Equity Owners, (ii) payments under the Tax Receivable Agreement and (iii) any acquisition of interests in Opco from other stockholders in connection with the consummation of the Up-C Transactions, these tax distributions may be in amounts that exceed our tax liabilities. We expect to use any excess cash so accumulated for the payment of obligations under the Tax Receivable Agreement. We will have no obligation to distribute such cash (or other available cash) to our holders of our Class A common stock. We may hold such excess cash, which may result in shares of our Class A common stock increasing in value relative to the value of Opco LLC Interests. As a result, the Existing Opco LLC Owners, as the holders of Opco LLC Interests, may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their Opco LLC Interests, notwithstanding that such holders may have participated previously as holders of Opco LLC Interests in distributions that resulted in such excess cash balances.

We will be required to make payments under the Tax Receivable Agreement and the amounts of such payments could be significant.

Under the Tax Receivable Agreement, we are required to make cash payments to the TRA Participants equal to a percentage of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of certain circumstances, including future exchanges or redemptions of Opco LLC Interests (calculated using certain assumptions). We are required to make payments to the TRA Participants under the Tax Receivable Agreement in respect of any tax year to the extent tax benefits are realized, or in certain circumstances deemed to be realized, in that tax year as a result of the specified circumstances (calculated using certain assumptions), even if all of the Existing Opco LLC Owners exchange or redeem their Opco LLC Interests, and the payments under the Tax Receivable Agreement are not conditioned upon continued ownership of our stock by the Existing Opco LLC Owners. The payment obligations under the Tax Receivable Agreement are obligations of Forgent Power Solutions and not of Opco. 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 the cash payments we will be required to make under the Tax Receivable Agreement 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 subject to the Tax Receivable Agreement and all exchanges or redemptions occur immediately after this offering at a price per share of $4358.2270 (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026), we estimate that we would be required to pay approximately $~~766~~928.71 million over the fifteen-year period from the date of 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 differ based on, among other things: (a) the amount and timing of future exchanges or redemptions of the Opco LLC Interests, as applicable, and the extent to which such exchanges or redemptions are taxable; (b) the price per share of our Class A common stock at the time of the exchanges or redemptions; (c) the amount and timing of future income against which to offset the tax benefits; and (d) the tax rates then in effect. 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 would continue for more than fifteen years after all of the Existing Opco LLC Owners exchange or redeem all of their 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. Furthermore, if we experience a change of control (as defined under the Tax Receivable Agreement), which includes, among other things, certain mergers, asset sales, and other forms of business combinations, the Tax Receivable Agreement will obligate us to make an immediate payment, which may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Participants that will not benefit certain holders of our Class A common stock to the same extent that it will benefit the TRA Participants. The Tax Receivable Agreement provides for the payment by us to the TRA Participants of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the tax attributes subject to the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” Although we will generally retain approximately 15% of the amount of such tax benefits we actually realize, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.

Additionally, we are a holding company and have no material assets other than our ownership of Opco LLC Interests. As a consequence, our ability to declare and pay dividends to the holders of our Class A common stock is subject to the ability of Opco to provide distributions to us and the restrictions in our other organizational documents. If Opco makes such distributions, the TRA Participants that hold Opco LLC Interests (i.e., the Existing Opco LLC Owners) will be entitled to receive equivalent distributions from Opco on a pro rata basis. However, because we must pay taxes, make payments under the Tax Receivable Agreement, and pay our expenses, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less on a per share basis than the amounts distributed by Opco to such TRA Participants on a per unit basis. This feature and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

As a result of the Tax Receivable Agreement, interests of the Continuing Equity Owners may conflict with those of other holders of our Class A common stock.

Our organizational “Up-C” structure, including the Tax Receivable Agreement, may confer certain benefits upon certain of the Continuing Equity Owners that will not benefit the holders of our Class A common stock to the same extent. Certain of the Continuing Equity Owners may receive payments from us under the Tax Receivable Agreement upon any redemption or exchange of their Opco LLC Interests, including in connection with a change of control transaction. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, any distributions we receive from Opco may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose. As a result, the interests of such Continuing Equity Owners may conflict with the interests of holders of our Class A common stock. For example, the Continuing Equity Owners could be entitled to a substantial termination payment under the Tax Receivable Agreement in connection with a change of control transaction which could impact their support for a change of control transaction and their view of the appropriateness of the consideration received for our Class A common stock. In addition, the structuring of future transactions may take into consideration tax or other considerations of such Continuing Equity Owners even in situations where no similar considerations are relevant to us. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and certain Continuing Equity Owners.

In certain circumstances, Opco will be required to make tax distributions to the Company and to the Existing Opco LLC Owners, and the distributions that Opco will be required to make may be substantial.

Funds used by Opco to satisfy its tax distribution obligations to the Existing Opco LLC Owners will not be available for reinvestment in our business. Moreover, the tax distributions that Opco will be required to make may be substantial and will likely exceed (as a percentage of Opco’s net income) the overall effective tax rate applicable to a similarly situated corporate taxpayer.

As a result of potential differences in the amount of net taxable income allocable to us and to the Existing Opco LLC Owners, as well as the use of an assumed tax rate in calculating Opco’s tax distribution obligations to the Existing Opco LLC Owners, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. To the extent, as currently expected, we do not

or cannot distribute such cash balances as dividends on shares of our Class A common stock and instead hold such cash balances, the Existing Opco LLC Owners would benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an exchange of their Opco LLC Interests for such Class A common stock.

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.

Under the Tax Receivable Agreement, if we exercise our right to terminate the Tax Receivable Agreement early, certain changes of control occur or we breach any of our material obligations under the Tax Receivable Agreement, our obligations under the Tax Receivable Agreement to make payments would be accelerated and based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. Assuming the market value of a share of Class A common stock was $4358.2270 (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026) and a discount rate of 4.5962%, we estimate that the aggregate amount of termination payments under the Tax Receivable Agreement would be approximately $~~496~~596.3 million if we were to terminate the Tax Receivable Agreement immediately following this offering. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

As a result of the foregoing, we could be required to make payments that are greater than 85% of the actual cash tax benefits that we realize in respect of the tax attributes subject to the Tax Receivable Agreement or that are prior to the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. Changes in law or changes in tax rates following the date of acceleration may also result in payments being made in excess of the future tax benefits, if any. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control or reducing the proceeds directly or indirectly attributable to the holders of our Class A common stock in connection with such transactions. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

We will not be reimbursed for any payments made to the beneficiaries under the Tax Receivable Agreement in the event that any purported tax benefits are subsequently disallowed by the IRS.

If the IRS or a state, local or foreign taxing authority challenges the tax attributes or tax positions that give rise to payments under the Tax Receivable Agreement and the tax savings that gave rise to such payments are subsequently deferred or disallowed, the recipients of payments under the Tax Receivable Agreement will not reimburse us for any payments we previously made to them. Moreover, such challenges by the IRS or a state, local or foreign taxing authority may take years to resolve. Any such disallowance would be factored into the determination of future payments under the Tax Receivable Agreement and may, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the Basis Adjustments and/or deductions are disallowed, our payments under the Tax Receivable Agreement could exceed our actual tax savings, and we may not be able to recoup payments under the Tax Receivable Agreement that were calculated on the assumption that the disallowed tax savings were available, which could have a material adverse effect on our business, financial condition and results of operations.

The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of such tax attributes.

If Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Opco might be subject to potentially significant tax inefficiencies.

We intend to operate such that Opco does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. A publicly traded partnership is generally taxable as a corporation for U.S. federal income tax purposes, unless 90% or more of such partnership’s gross income consists of certain passive-type qualifying income, such as interest, dividends and real property rents. Under certain circumstances, redemptions of Opco LLC Interests pursuant to the redemption right, or other transfers of Opco LLC Interests, could cause Opco to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership. We generally intend to operate such that redemptions or other transfers of Opco LLC Interests qualify for one or more such safe harbors or are otherwise restricted in a manner that is intended to prevent Opco from becoming a publicly traded partnership for U.S. federal income tax purposes, though no assurances can be provided.

If Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Opco, including as a result of any inability to file a consolidated U.S. federal income tax return with Opco.

WeUpon ~~are~~completion of this offering and assuming the sale of all shares of Class A common stock offered hereby, we will cease to be a “controlled company” ~~and,~~within asthe ameaning ~~result,~~of wethe ~~qualify~~NYSE ~~for,~~listing rules and ~~may~~accordingly, ~~rely~~we onwill, ~~exemptions~~subject ~~from~~to certain ~~corporate~~transition ~~governance~~periods ~~requirements.~~permitted ~~You~~by ~~will~~the ~~not~~NYSE ~~have~~listing ~~the~~rules, ~~same~~no ~~protections~~longer ~~afforded~~be able to ~~stockholders~~rely ofon ~~companies~~exemptions from corporate governance requirements that are ~~subject~~available to ~~such~~controlled ~~requirements~~companies.

We are currently a “controlled company” within the meaning of the NYSE corporate governance standards. Under the rules of the NYSE, a company of which more than 50% of the outstanding voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance requirements, including:

•

the requirement that a majority of our board of directors consists of independent directors;

•

the requirement that the nominating and corporate governance committee be composed solely of independent directors; and

•

the requirement that the compensation committee be composed solely of independent directors.

We are currently availing ourselves of these exemptions. As a result, we do not have a majority of independent directors, and we do not have an entirely independent nominating and corporate governance committee or compensation committee. Upon the completion of this offering and assuming the sale of all shares of Class A common stock offered hereby, Neos will cease to own a majority of the combined voting power of our common stock. Accordingly, ~~you~~we will ~~not~~cease to be a “controlled company” within the meaning of the NYSE listing rules and we will, subject to certain transition periods permitted by the NYSE listing rules, no longer be able to rely on exemptions from corporate governance requirements that are available to controlled companies. As a result, we will be required to have at least one independent director on each of our nominating and corporate governance and compensation committees upon completion of this offering, at least a majority of independent directors on those committees within 90 days after the ~~same~~completion ~~protections~~of ~~afforded~~this offering, and fully independent nominating and corporate governance committee and compensation committee within one year after the completion of this offering. We will also be required to ~~stockholders~~have a majority independent board of ~~companies~~directors within one year after the completion of this offering and to perform an annual performance evaluation of our nominating and corporate governance and compensation committees. Prior to this offering, our board of directors has determined that three of the nine members of our board of directors are ~~subject~~independent tofor ~~all~~purposes of the ~~stock~~NYSE ~~exchange~~corporate governance standards and one of the three members of our nominating and corporate governance ~~requirements~~committee, two of the four members of our compensation committee and two of the three members of our audit committee meet the independence standards of the NYSE and the SEC applicable to such committee members. To the extent we rely, during our controlled

Neos has significant influence over us. In addition, Neos’s interests may conflict with our interests and the interests of other stockholders.

Prior to this offering, Neos beneficially owned, directly and indirectly through its control of the Continuing Equity Owners, approximately 67.51% of the voting power of our common stock. As long as Neos owns or controls a significant percentage of our outstanding voting power, they will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment to our organizational documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Neos’s influence over our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A common stock to decline or prevent stockholders from realizing a premium over the market price for our Class A common stock. Because our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) regulating certain business combinations with interested stockholders, but provides that Neos does not constitute an interested

~~stockholder~~company sotransition ~~long~~period, ason itany ~~directly or indirectly beneficially owns 35% or more~~ of the ~~voting~~exemptions ~~power~~from ofcorporate ~~our~~governance ~~then-outstanding~~requirements ~~voting~~that ~~stock,~~are ~~Neos~~available ~~will be able~~ to ~~transfer~~controlled ~~shares~~companies, ofour ~~Class~~stockholders Awill ~~common~~not ~~stock~~have ~~to a third party without~~ the ~~approval~~same ofprotections ~~our~~afforded ~~board~~to ~~of directors or other~~ stockholders, ~~which~~of ~~may~~companies ~~limit the price~~ that ~~investors~~ are ~~willing~~subject to ~~pay~~all inof the ~~future~~NYSE ~~for~~corporate ~~shares~~governance ~~of our Class A common stock~~standards.

Neos has significant influence over us. In addition, Neos’s interests may conflict with our interests and the interests of other stockholders.

Prior to this offering, Neos beneficially owned, directly and indirectly through its control of the Continuing Equity Owners, approximately 51.54% of the voting power of our common stock. As long as Neos owns or controls a significant percentage of our outstanding voting power, they will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment to our organizational documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Neos’s influence over our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A common stock to decline or prevent stockholders from realizing a premium over the market price for our Class A common stock. Because our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) regulating certain business combinations with interested stockholders, but provides that Neos does not constitute an interested stockholder so long as it directly or indirectly beneficially owns 35% or more of the voting power of our then-outstanding voting stock, Neos will be able to transfer shares of Class A common stock to a third party without the approval of our board of directors or other stockholders, which may limit the price that investors are willing to pay in the future for shares of our Class A common stock.

Neos’s interests may not align with our interests as a company or the interests of our other stockholders. Accordingly, Neos could cause us to enter into transactions or agreements of which you would not approve or make decisions with which you would disagree. Further, Neos is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Neos may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of Neos and their affiliates and investment funds may serve as our directors or officers, our amended and restated certificate of incorporation provides, among other things, that none of Neos or any of its principals, members, directors, managers, partners, stockholders, officers, employees or other representatives has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any of these persons or entities acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and these persons and entities will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for themselves or direct such opportunity to another person. So long as Neos continues to directly or indirectly own a significant amount of the voting power of our common stock, even if such amount is less than the majority thereof, Neos will continue to be able to substantially influence or effectively control our ability to enter into corporate transactions. These potential conflicts of interest could have a material adverse effect on our business, financial condition and results of operations if, among other things, attractive corporate opportunities are allocated by Neos to itself or its other affiliates.

The governance and consent rights of the Continuing Equity Owners under the Stockholders Agreement will have the effect of concentrating voting control with them for the foreseeable future, which will limit the ability of our other investors to influence corporate matters, including the election or removal of directors and the approval ~~for~~or rejection of any change of control transaction.

Pursuant to the Stockholders Agreement, Neos is entitled to nominate a specified number of up to five directors to our board so long as Neos beneficially owns shares of voting stock representing, in the aggregate, at least 35%. The Stockholders Agreement also provides that, until the Neos Group (as defined in the Stockholders Agreement) no longer beneficially owns shares of voting stock representing, in the aggregate, at least 25% of the voting power of our then-outstanding voting stock, certain significant corporate actions taken by the Company or its ~~subsidiaries will require the prior written consent of the Continuing Equity Owners. These actions include, subject to certain exceptions:~~

subsidiaries will require the prior written consent of the Continuing Equity Owners. These actions include, subject to certain exceptions:

•

amending the rights of any member of the Neos Group under the Company’s certificate of incorporation or bylaws or amending or modifying the Company’s related party transaction policy or similar policy in a manner that disproportionately adversely affects any member of the Neos Group;

•

merging or consolidating with or into any other entity, other than in connection with certain internal restructurings or intercompany transactions;

•

acquiring or disposing of equity securities or assets or entering into joint ventures with a value in excess of $100 million;

•

increasing or decreasing the size of the board of directors;

•

issuing equity securities (i) at a price below fair market value, other than an underwritten public offering for cash, (ii) with rights that are senior to the rights of the holders of shares of our common stock, (iii) that would result in dilution of greater than 10% of our then-outstanding shares of our common stock (other than pursuant to the Company’s then-existing equity incentive plan) or (iv) that would result in the Neos Group beneficially owning less than a majority of our then-outstanding voting stock;

•

incurring indebtedness for borrowed money in excess of $100 million (other than indebtedness incurred prior to the date of the IPO or pursuant to the Revolving Credit Facility);

•

making a loan to any third party or purchasing any debt securities other than in connection with intercompany loans between the Company and its subsidiaries or loans to employees in the ordinary course of business consistent with past practice and approved by the board of directors;

•

hiring or terminating the Company’s Chief Executive Officer;

•

changing the tax classification of the Company or any of its subsidiaries; or

•

changing the Company’s jurisdiction of incorporation.

See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

We cannot assure you that our stock price will not decline or not be subject to significant volatility after this offering.

The market price of shares of Class A common stock may be subject to significant fluctuations. The price of our stock may change in response to fluctuations in our results of operations in future periods and also may change in response to other factors, including factors specific to companies in our industry, many of which are beyond our control. As a result, our share price may experience significant volatility and may not necessarily reflect the value of our expected performance and may cause our stockholders to incur losses. Among other factors that could affect our stock price are:

•

changes in laws or regulations applicable to our industry or products;

•

speculation about our business in the press or the investment community;

•

price and volume fluctuations in the overall stock market;

•

volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;

•

share price and volume fluctuations attributable to inconsistent trading levels of our shares;

•

our ability to protect our intellectual property and other proprietary rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of others;

•

sales of Class A common stock by us or our significant stockholders, officers and directors;

•

the expiration of contractual lock-up agreements;

•

the development and sustainability of an active trading market for shares of Class A common stock;

•

success of competitive products;

•

the public’s response to press releases or other public announcements by us or others, including our filings with the SEC, announcements relating to litigation or significant changes to our key personnel;

•

the effectiveness of our internal controls over financial reporting;

•

changes in our capital structure, such as future issuances of debt or equity securities;

•

our entry into new markets;

•

tax developments in the United States or other markets;

•

strategic actions by us or our competitors, such as acquisitions or restructurings; and

•

changes in accounting principles.

Further, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations can be unrelated or disproportionate to the operating performance of those companies. In addition, the stock prices of many energy technology companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may cause the market price of shares of Class A common stock to decline.

We cannot assure you that you will be able to resell any of your shares of Class A common stock at or above the public offering price. If the market price of shares of Class A common stock after this offering does not exceed the public offering price, you may not realize any return on your investment and may lose some or all of your investment.

Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of shares of Class A common stock.

Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly fluctuations in the past as a result of seasonal fluctuations in our customers’ business, such as construction trends and timing of large projects. Such fluctuations can impact the timing of orders for our products. The true extent of these fluctuations may have been masked by our recent growth rates and consequently may not be readily apparent from our historical results of operations and may be difficult to predict. Our financial performance, sales, working capital requirements and cash flow may fluctuate, and our past quarterly results of operations may not be good indicators of future performance. Any substantial decrease in revenues would have an adverse effect on our business, financial condition and results of operations, including stock price.

The price of shares of Class A common stock could decline if securities analysts or other third parties publish inaccurate or unfavorable research about us or if securities or industry analysts cease to cover us.

The trading of shares of Class A common stock is likely to be influenced by the reports and research that industry or securities analysts publish about us, our business, our market or our competitors. If one or more analysts downgrade the Class A common stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more securities or industry analysts ceases to cover us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Future sales of shares of Class A common stock, or the perception that such sales may occur, could depress the price of shares of Class A common stock.

~~lock-up agreements or market stand-off provisions described under “Shares Available for~~ Future ~~Sale.”~~sales ~~Following~~of ~~this offering,~~ shares of Class A common stock ~~held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the Securities Act of 1933~~, asor ~~amended (~~the ~~“Securities~~perception ~~Act”).~~that ~~Goldman~~such ~~Sachs~~sales ~~& Co. LLC, Jefferies LLC and Morgan Stanley & Co. LLC~~ may, ~~in their sole discretion and at any time without notice~~occur, ~~release~~could ~~all~~depress orthe ~~any~~price ~~portion~~ of ~~the~~ shares ~~subject~~of toClass ~~the~~A ~~lock-up,~~common ~~as was the case in the March Follow-On Offering~~stock. ~~See “Underwriting.”~~

Sales of a substantial number of shares of Class A common stock in the public market following this offering, securities convertible into Class A common stock or the perception that such sales may occur, could depress the market price of the Class A common stock. In connection with the IPO, we, our executive officers and directors and the Continuing Equity Owners agreed with the underwriters not to offer, sell, dispose of any shares of Class A common stock or any options or warrants to purchase any shares of Class A common stock, or securities convertible into, exchangeable for, or that represent the right to receive, shares of Class A common stock, subject to specified limited exceptions described elsewhere in this prospectus, during the period ending (i) 180 days after the date of the prospectus for the IPO or (ii) if at least 170 days have elapsed since the date of the prospectus for the IPO and the period ending 180 days after the date of the prospectus for the IPO is scheduled to end during, or within five trading days prior to, a broadly applicable and regularly scheduled period during which trading in our securities would not be permitted under our insider trading policy (a “Blackout Period”), then the date that is ten trading days prior to the commencement of such Blackout Period, except with the prior written consent of two out of Goldman Sachs & Co. LLC, Jefferies LLC and Morgan Stanley & Co. LLC. In connection with this offering, we, our executive officers and directors and the Continuing Equity Owners have agreed to sign lock-up agreements that, with substantially similar restrictions and substantially similar exceptions as the IPO lockups, restrict the sale of the shares of our Class A common stock and certain other securities held by us or them, as applicable, until 60 days following the date of this prospectus, as further described in “Shares Available for Future Sale.” Our amended and restated certificate of incorporation authorizes us to issue up to 2,000,000,000 shares of Class A common stock, of which 271,642,587 shares of Class A common stock will be outstanding following this offering. Following this offering, 89,120,587 shares of Class A common stock (or 85,621,299 shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) outstanding following this offering will be subject to the lock-up agreements or market stand-off provisions described under “Shares Available for Future Sale.” Following this offering, shares of Class A common stock held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Goldman Sachs & Co. LLC, Jefferies LLC and Morgan Stanley & Co. LLC may, in their sole discretion and at any time without notice, release all or any portion of the shares subject to the lock-ups, as was the case in the Follow-On Offerings. See “Underwriting.”

The Continuing Equity Owners and their transferees are entitled to rights with respect to the registration of their shares under the Securities Act under the Registration Rights Agreement. In addition, we have filed a registration statement registering under the Securities Act the shares of Class A common stock reserved for issuance under the 2026 Plan. See “Shares Available for Future Sale” for a more detailed description of the shares that will be available for future sales upon completion of this offering. Sales of shares of Class A common stock pursuant to these registration rights or this registration statement may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for you to sell shares of Class A common stock.

As an emerging growth company within the meaning of the Securities Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make shares of Class A common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

•

presenting only two years of audited financial statements;

•

an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•

reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

•

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

We have in this prospectus utilized, and we may in future filings with the SEC continue to utilize, the modified disclosure requirements available to emerging growth companies. As a result, our stockholders may not have access to certain information they may deem important.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to not “opt out” of this exemption from complying with new or revised accounting standards, and, therefore, we are permitted to adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standards and are permitted to do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. As a result, we will 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, which may make comparison of our financial statements with such other public companies more difficult.

We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary 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 Class A common stock held by non-affiliates of more than $700 million as of the last day of our second fiscal quarter of the fiscal year and a determination is made that we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 promulgated under 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.

issue more than $1.0 billion of non-convertible debt over a three-year period, whether or not issued in a registered offering.

Our amended and restated certificate of incorporation and bylaws and Delaware law contains provisions that could depress the trading price of our Class A common stock by discouraging, delaying or preventing a change of control of our company or changes in our management that the stockholders of our company may believe advantageous. These provisions include:

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authorizing the issuance of “blank check” preferred stock, the terms of which are established by our board of directors without any need for action by stockholders, that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt or implement a stockholder rights plan;

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having terms that have the same effect as DGCL Section 203 but such provisions will not apply to Neos, its affiliates or transferees;

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providing for a classified board of directors with staggered, three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

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not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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limiting the ability of stockholders to call a special stockholder meeting, other than Neos so long as Neos beneficially owns at least 35% of the outstanding shares of our Class A common stock;

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prohibiting stockholders from acting by written consent, other than Neos so long as Neos beneficially owns at least 35% of the outstanding shares of our Class A common stock;

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establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

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providing that our board of directors is expressly authorized to amend, alter, rescind or repeal our bylaws.

Together, these provisions in our amended and restated certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. For a further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock.”

Our amended and restated certificate of incorporation also provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for any (i) derivative action or proceeding brought on our behalf, (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against the Company or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws, (v) any action asserting a claim against us that is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL.

Pursuant to the Exchange Act, claims or causes of action arising thereunder must be brought in federal district courts of the United States. The exclusive forum provision provides that the provision will not apply to claims or causes of action arising under the Exchange Act. Our amended and restated certificate of incorporation also provides that, unless we consent in writing to an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act or the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, accordingly we cannot be certain that a court would enforce such a provision. By agreeing to this provision, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

causes of action arising under the Exchange Act. Our amended and restated certificate of incorporation also provides that, unless we consent in writing to an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act or the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, accordingly we cannot be certain that a court would enforce such a provision. By agreeing to this provision, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or other stockholders, which may discourage such lawsuits. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring an action in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to assert the validity and enforceability of our exclusive forum provisions, which may require significant additional costs associated with resolving such action in other jurisdictions, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

We do not intend to pay any cash distributions or dividends on shares of Class A common stock in the foreseeable future.

We have never declared or paid any distributions or dividends. We currently intend to retain any future earnings and do not expect to pay any cash distributions or dividends on our shares of Class A common stock in the foreseeable future. Any future determination to declare cash distributions or dividends will be made at the discretion of our board of directors, subject to applicable laws and provisions of our debt instruments and organizational documents, after taking into account our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, any distributions we receive from Opco may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose. As a result, capital appreciation in the price of shares of Class A common stock, if any, may be your only source of gain on an investment in shares of Class A common stock. See “Dividend Policy.”

If we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, which could have a material adverse effect on our business, financial condition and results of operations.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and requires attestations of the effectiveness of internal controls by independent auditors. We would be required to perform the annual review and evaluation of our internal controls no later than for fiscal 2027. We currently qualify as an emerging growth company, and thus, we would be exempt from the auditors’ attestation requirement until such time as we no longer qualify as an emerging growth company. See “—As an emerging growth company within the meaning of the Securities Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make shares of Class A common stock less attractive to investors.” Regardless of whether we continue to qualify as an emerging growth company, we will still need to implement substantial control systems and procedures in order to satisfy the reporting requirements under the Exchange Act and applicable requirements, among other items. Establishing these internal controls will be costly and may divert management’s attention.

Evaluation by us of our internal controls over financial reporting may identify material weaknesses that may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations and could also lead to a decline in the price of shares of Class A common stock.

regulatory consequences, including sanctions by the SEC or violations of rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations and could also lead to a decline in the price of shares of Class A common stock.

As a public reporting company, we are subject to rules and regulations established from time to time by the SEC regarding our disclosure controls and procedures and internal control over financial reporting. If we fail to establish and maintain effective disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results, or report them in a timely manner.

As a public reporting company, we are subject to the rules and regulations established from time to time by the SEC and NYSE. These rules and regulations require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on the effectiveness of our internal control over financial reporting commencing with our second Annual Report on Form 10-K. For as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. We could be an “emerging growth company” for up to five years. An independent assessment of the effectiveness of our internal control over financial reporting could detect problems that our management’s assessment might not. The process of reviewing and improving our internal controls is both costly and challenging and may also require substantial attention from our management team, which could negatively impact other matters that are important to our business.

If our senior management is unable to conclude that we have effective disclosure controls and procedures and internal control over financial reporting, or to certify the effectiveness of such controls, and our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting at such time as it is required to do so and material weaknesses in our internal control over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public and investor confidence and litigation from investors and stockholders, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in the price of shares of Class A common stock and have a material adverse effect on our business, financial condition and results of operations. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the exchange upon which our securities are listed or other regulatory authorities, which would require additional financial and management resources.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers, which may divert from our business operations.

As a public company, we are subject to the reporting requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may

adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be ~~diverted~~able ~~from~~to ~~other~~manage our business ~~concerns~~effectively or accurately report our financial performance on a timely basis, which could ~~harm~~cause a decline in the price of shares of Class A common stock and have a material adverse effect on our business, financial condition and results of operations. ~~Although~~Failure weto ~~have~~comply ~~already~~with ~~hired~~the ~~additional~~Sarbanes-Oxley ~~employees~~Act incould ~~preparation~~potentially ~~for~~subject ~~these~~us ~~heightened~~to ~~requirements~~sanctions or investigations by the SEC, wethe ~~may~~exchange ~~need~~upon towhich ~~hire~~our ~~more~~securities ~~employees~~are inlisted ~~the~~or ~~future~~other regulatory authorities, which would ~~increase~~require ~~our~~additional ~~costs~~financial and ~~expenses~~management resources.

As a public company it is more expensive for us to obtain directors’ and officers’ liability insurance, and we may have to choose between reduced coverage and substantially higher costs to obtain coverage. These factors could make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee and compensation committee.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the sections captioned “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from our expectations include:

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our growth depends in part on continued investment in new data centers, which depends in part on continued interest in developing AI;

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demand for our products depends, in large part, on new construction activity which has declined significantly during past recessions;

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any delay or interruption in the operations of any of our manufacturing campuses could impair our ability to provide products to customers;

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

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we operate in competitive environments, and our failure to compete successfully could cause us to lose market share;

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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;

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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;

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

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

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

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EHS laws and regulations could result in substantial costs and liabilities;

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the impact of import or export laws could have a material adverse effect on our business, financial condition and results of operations;

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our indebtedness may restrict our current and future operations;

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our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Participants that will not benefit certain holders of our Class A common stock to the same extent it will benefit the TRA Participants;

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our status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements following the completion of this offering;

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Neos has significant influence over us, and its interests may conflict with our interests and the interests of other stockholders;

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the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us), after deducting the underwriting discounts and commissions, but before estimated offering expenses payable by us.

We intend to use the net proceeds we receive from this offering to indirectly purchase 11,~~258~~671,~~602~~418 Opco LLC Interests (or 13,~~009~~422,~~213~~130 Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from Opco at a price per unit equal to the public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions.

Opco intends to use all of the net proceeds it receives from the sale of Opco LLC Interests to us to redeem Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to the public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and any withholding taxes.

We will not receive any of the proceeds from the sale of shares by the selling stockholders named in this prospectus. 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. Opco will bear or reimburse us for the expenses incurred in connection with this offering, which we estimate to be approximately $2.0 million. For more information, see “Principal and Selling Stockholders” and “Underwriting.”

Organizational Structure

Forgent Power Solutions, Inc., a Delaware corporation, was incorporated on July 21, 2025 to serve as the issuer in the IPO and is the issuer of the Class A common stock offered by this prospectus. Prior to the IPO and the Up-C Transactions, all of our business operations were conducted through Opco and its direct and indirect subsidiaries, and the Continuing Equity Owners were the only owners of Opco.

The IPO was conducted through what is commonly referred to as an umbrella partnership-C-corporation or “Up-C” structure. The Up-C structure can provide tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the limited liability company in the initial public offering. In particular, our 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, or “flow-through” entity, for U.S. federal income tax purposes following the IPO. Investors 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 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, at our election, either cash or 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), 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 connection with the IPO and the ~~March~~ Follow-On ~~Offering~~Offerings, we redeemed (in the aggregate) 2945,~~857~~709,~~596~~915 Opco LLC Interests for cash using the net proceeds from those offerings and cancelled an equal number of shares of Class B common stock. 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.” In general, the TRA Participants expect to receive payments under the Tax Receivable Agreement of 85% of the amount of certain tax benefits, as described below, and we expect to benefit from amounts equal to 15% of certain tax benefits, as described below. Any payments made by us to the TRA Participants under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial. As a result, the interests of such Continuing Equity Owners may conflict with the interests of holders of our Class A common stock. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Up-C Transactions

Prior to the IPO, Forgent Intermediate LLC consolidated Opco as a variable interest entity (VIE) pursuant to ASC 810, through its wholly owned subsidiary, Forgent Intermediate II LLC, due to the 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 had power over Opco, including making all significant economic decisions of Opco, and (b) 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 to the Up-C Transactions, Forgent Parent I LP was the sole holder of common stock of Forgent Power Solutions. Forgent Parent I LP consummated the following organizational transactions in connection with the IPO (the “Reorganization Transactions”):

Forgent Parent I LP contributed 100% of the equity interests of Forgent Intermediate LLC to Forgent Power Solutions in exchange for common stock of Forgent Power Solutions, and Forgent Intermediate LLC merged with and into 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 became effective substantially concurrently with the IPO and (1) recapitalized all existing capital ownership interests in Opco into Opco LLC Interests, (2) dissolved the board of managers of Opco, (3) appointed 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) provides 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;

Forgent Parent I LP amended and restated Forgent Power Solutions’ certificate of incorporation to, among other things, provide (1) for 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’ stockholders generally, and (2) for Class B common stock, with each share of Class 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 that shares of Class B 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”;

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

Forgent Parent II LP and Forgent Parent III LP distributed a portion of the Opco LLC Interests held by them to Forgent Blocker I LLC and Forgent Blocker II LLC, respectively, and the equity interests of each Blocker were contributed to Forgent Parent IV LP;

Forgent Intermediate LLC acquired the Opco LLC Interests held by each Blocker in 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

Forgent Power Solutions issued 90,167,635 shares of Class B common stock to the Existing Opco LLC Owners, for nominal consideration.

In connection with the IPO (together with the Reorganization Transactions, the “Up-C Transactions”):

Forgent Power Solutions issued 19,074,391 shares to purchasers in the IPO in exchange for net proceeds of approximately $491.8 million, less the underwriting discounts and commissions, but before estimated offering expenses payable by Forgent Power Solutions;

Forgent Power Solutions contributed the net proceeds it received in the IPO to Forgent Intermediate LLC, which used such net proceeds to purchase 19,074,391 Opco LLC Interests from Opco at a price per unit equal to $27.00 (which was the public offering price per share of Class A common stock in the IPO) less the underwriting discounts and commissions;

Opco used the approximately $491.8 million in net proceeds it received from the sale of Opco LLC Interests to us to redeem 19,074,391 Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to $27.00 (which was the 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 cancelled a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners); and

Forgent Power Solutions entered into (1) the Stockholders Agreement with the Continuing Equity Owners, (2) the Registration Rights Agreement with the Continuing Equity Owners and (3) the Tax Receivable Agreement with the TRA Participants. For 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.”

Following the consummation of the Up-C Transactions and the IPO:

Forgent Power Solutions became a holding company, and its principal asset consists 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, immediately following the IPO, Forgent Power Solutions indirectly owned 233,335,645 Opco LLC Interests, representing approximately 76.65% of the economic interests in Opco;

Opco is a variable interest entity (VIE), and Forgent Power Solutions controls and consolidates Opco pursuant to the VIE model in ASC 810 due to the fact that Forgent Intermediate II LLC, an indirect wholly owned subsidiary of Forgent Power Solutions, (i) is the sole managing member of Opco and, as a result, manages the business and affairs of Opco and its direct and indirect subsidiaries, including making all decisions that significantly impact the economic performance of Opco and (ii) owns a majority of the economic interests in Opco. Furthermore, none of the holders of Opco LLC Interests, other than Forgent Intermediate II LLC, have substantive voting rights in Opco;

March Follow-On Offering

In connection with the March Follow-On Offering:

Forgent Power Solutions issued and sold 10,783,205 shares of Class A common stock and Forgent Parent I LP and Forgent Parent IV LP sold 23,716,795 shares of Class A common stock, including, in both instances, the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $29.50 per share;

Forgent Power Solutions contributed the net proceeds it received in the March Follow-On Offering to Forgent Intermediate LLC, which used such net proceeds to purchase 10,783,205 Opco LLC Interests from Opco at a price per unit equal to $29.50 (which was the public offering price per share of Class A common stock in the March Follow-On Offering) less the underwriting discounts and commissions;

Opco used the approximately $308.6 million in net proceeds it received from the sale of the Opco LLC Interests to redeem 10,783,205 Opco LLC Interests at a price per unit equal to $29.50 (which was the public offering price per share of Class A common stock in the March Follow-On Offering) less the underwriting discounts and commissions and any withholding taxes (and Forgent Power Solutions cancelled a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners); and

as a result of the foregoing, immediately following the consummation of the March Follow-On Offering, the Continuing Equity Owners owned, directly or indirectly, (1) approximately 67.51% of the combined voting power of all Forgent Power Solutions’ common stock and (2) approximately 67.51% of the economic interests in Opco.

May Follow-On Offering

In connection with the May Follow-On Offering:

Forgent Power Solutions issued and sold 15,852,319 shares of Class A common stock and Forgent Parent I LP and Forgent Parent IV LP sold 32,769,681 shares of Class A common stock, including, in both instances, the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $47.00 per share;

Forgent Power Solutions contributed the net proceeds it received in the May Follow-On Offering to Forgent Intermediate LLC, which used such net proceeds to purchase 15,852,319 Opco LLC Interests from Opco at a price per unit equal to $47.00 (which was the public offering price per share of Class A common stock in the May Follow-On Offering) less the underwriting discounts and commissions;

Opco used the approximately $724.6 million in net proceeds it received from the sale of the Opco LLC Interests to redeem 15,852,319 Opco LLC Interests at a price per unit equal to $47.00 (which was the public offering price per share of Class A common stock in the May Follow-On Offering) less the underwriting discounts and commissions and any withholding taxes (and Forgent Power Solutions cancelled a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners); and

as a result of the foregoing, immediately following the consummation of the May Follow-On Offering, the Continuing Equity Owners owned, directly or indirectly, (1) approximately 51.54% of the combined voting power of all Forgent Power Solutions’ common stock and (2) approximately 51.54% of the economic interests in Opco.

Organizational Structure

The following diagram sets forth a simplified view of our organizational structure after giving effect to the ~~March Follow~~Up-OnC ~~Offering~~Transactions, including the IPO and the use of proceeds therefrom, and the UpFollow-COn ~~Transactions~~Offerings, including the ~~IPO~~use of proceeds therefrom. This chart is for illustrative purposes only and does not represent all legal entities affiliated with the entities depicted.

7577

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.

Forgent Intermediate II LLC, an indirect wholly owned subsidiary of Forgent Power Solutions, is the sole managing member of Opco, operates and controls the business and affairs of Opco and its direct and indirect subsidiaries and, through Opco and its direct and indirect subsidiaries, conducts its business. As of the date hereof, Forgent Intermediate II LLC holds a majority of the economic interests in Opco and has the power to direct the management of Opco as its sole managing member. As a result, Forgent Power Solutions consolidates Opco pursuant to the VIE model in ASC 810 and records a significant non-controlling interest in Forgent Power Solutions’ consolidated financial statements for the economic interests in Opco held by the Existing Opco LLC Owners.

Incorporation of Forgent Power Solutions

Forgent Power Solutions, the issuer of the Class A common stock offered by this prospectus, was incorporated as a Delaware corporation on July 21, 2025 to serve as the issuer in the IPO. Prior to the IPO, Forgent Power Solutions did not engage in any material business or other activities except in connection with its formation and the Up-C Transactions. The amended and restated certificate of incorporation of Forgent Power Solutions, which became effective prior to the IPO, among other things, authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Recapitalization and the Opco LLC Agreement

In connection with the Up-C Transactions, Forgent Power Solutions, Forgent Intermediate LLC, Forgent Intermediate II LLC and the Existing Opco LLC Owners entered into the Opco LLC Agreement, which became effective substantially concurrently with the IPO and (1) recapitalized all existing capital ownership interests in Opco into Opco LLC Interests, (2) dissolved the board of managers of Opco, (3) appointed 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) provides 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. See “Certain Relationships and Related Party Transactions—Opco LLC Agreement.”

7778

DIVIDEND POLICY

We do not currently intend to pay cash dividends on shares of Class A common stock in the foreseeable future. However, in the future, subject to the factors described below and our future liquidity and capitalization, we may change this policy and choose to pay dividends. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant.

We are a holding company that does not conduct any business operations of our own and have no material assets other than our indirect ownership of Opco LLC Interests. As a result, our ability to pay dividends on shares of Class A common stock, if our board of directors determines to do so, will be dependent upon the ability of Opco to pay cash dividends and distributions to us. Opco’s ability to pay cash dividends and distributions to us is currently restricted by the terms of our indebtedness and may be further restricted by any future indebtedness we may incur. See “Description of Certain Indebtedness.”

If Opco makes such distributions, the holders of Opco LLC Interests will be entitled to receive equivalent distributions from Opco. However, because we must pay taxes, make payments under the Tax Receivable Agreement and pay our expenses, amounts ultimately distributed as dividends to holders of Class A common stock are expected to be less than the amounts distributed by Opco to the other holders of Opco LLC Interests on a per share basis. See “Certain Relationships and Related Party Transactions.”

Under the Opco LLC Agreement, Opco is generally required from time to time to make pro rata distributions in cash to us and the other holders of Opco LLC Interests at certain assumed tax rates in amounts that are sufficient to cover the income taxes payable on our and the other Opco LLC Interest holders’ respective allocable shares of the taxable income of Opco. We may receive tax distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, any distributions we receive from Opco may only be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations and for no other purpose. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions or adjustments of outstanding Opco LLC Interests, to maintain a one-to-one ratio between Opco LLC Interests indirectly owned by us and shares of Class A common stock. See “Risk Factors—Risks Related to This Offering and Our Class A Common Stock—We do not intend to pay any cash distributions or dividends on our Class A common stock in the foreseeable future” and “Risk Factors— Risks Related to Our Organizational Structure—We will be a holding company and our principal asset after completion of the Up-C Transactions (including the Reorganization Transactions) will be an indirect interest in Opco, and accordingly, we will be dependent upon Opco and its consolidated subsidiaries for our results of operations, cash flows and distributions.”

Holders of our Class B common stock do not have any right to receive cash distributions or dividends.

7879

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026, as follows:

•

of Forgent Power Solutions and its subsidiaries, including Opco, on an actual basis; and

•

of Forgent Power Solutions, pro forma to give effect to the Offering Transactions described under “Unaudited Pro Forma Consolidated Financial Statements.”

You should read this table together with the sections of this prospectus captioned “Summary Combined/Consolidated Historical and Unaudited Pro Forma Financial Information and Other Data,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock” and our combined/consolidated financial statements and related notes included elsewhere in this prospectus.

	As of March 31, 2026
(in thousands, except per share and share data)		Actual		Pro Forma
Cash and cash equivalents	$	93,831	$	93,831
Debt:
Revolving Facility(1)	$	—	$	—
2025 Term Loan Facility(2)		600,000		600,000
Total Debt	$	600,000	$	600,000
Total equity:
Stockholders’ equity/member's equity:
Stockholders’ equity:
Class A common stock, par value $0.00001 per share; 2,000,000,000 shares authorized, 244,118,850 shares issued and outstanding and 255,377,452 pro forma		2		2
Class A common stock, par value $0.00001 per share; 2,000,000,000 shares authorized, 244,118,850 shares issued and outstanding and 271,642,587 pro forma		2		3
Class B common stock, par value $0.00001 per share; 100,000,000 shares authorized, 60,310,039 shares issued and outstanding and 49,051,437 pro forma		1		1
Class B common stock, par value $0.00001 per share; 100,000,000 shares authorized, 60,310,039 shares issued and outstanding and 32,786,302 pro forma		1		—
Additional paid-in capital		420,457		~~461~~532,~~893~~612
Retained earnings		26,021		26,021
Non-controlling interests		136,115		~~110~~69,~~778~~640
Total stockholders’ equity/member's equity		582,596		598,695
Total stockholders’ equity		582,596		628,276
Total capitalization	$	1,182,596	$	1,~~198~~228,~~695~~276

(1)

Total availability under the Revolving Facility as of March 31, 2026 was $250.0 million.

(2)

Represents the aggregate principal amount outstanding under the 2025 Term Loan Facility.

Following this offering (assuming no exercise of the underwriters’ option to purchase additional shares), there will be ~~255~~271,~~377~~642,~~452~~587 shares of Class A common stock outstanding and 4932,~~051~~786,~~437~~302 shares of Class B common stock outstanding. Such amounts do not include the issuance of up to 23,~~671~~659,~~626~~320 shares of Class A common stock reserved for future grants or sale under the 2026 Plan. See “Executive and Director Compensation.”

7980

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated balance sheet as of March 31, 2026 and the unaudited pro forma consolidated statements of operations for the year ended June 30, 2025 and the nine months ended March 31, 2026 (collectively, “unaudited pro forma consolidated financial information”) present our financial position and results of operations after giving pro forma effect to the accounting for the following transactions as if such transactions occurred on March 31, 2026 for the unaudited pro forma consolidated balance sheet and on July 1, 2024 for the unaudited pro forma consolidated statement of operations:

(1)

With respect to the unaudited pro forma consolidated statements of operations only, the financing transactions associated with the repayment of the 2023 Debt Facilities and termination of the 2023 Credit Agreement and execution of the Senior Credit Agreement as described in “Description of Certain Indebtedness” (the “Financing Transactions”);

(2)

With respect to the unaudited pro forma consolidated statements of operations only, the organizational transactions undertaken in connection with the IPO as described elsewhere in this prospectus under “Organizational Structure,” the entry into the Tax Receivable Agreement, as described elsewhere in this prospectus under “Organizational Structure,” and under “Certain Relationships and Related Party Transactions” and the grant of RSUs to certain of our directors, executive officers and other employees in connection with the IPO, the change in vesting terms for all non-vested service and performance based incentive units in Forgent Parent I, Forgent Parent II and Forgent Parent III (collectively, the “IPO and Reorganization Transactions”);

(3)

With respect to the unaudited pro forma consolidated statements of operations only, the sale of 10,783,205 shares of Class A common stock in the March Follow-On Offering at $29.50 per share (which was the public offering price in such offering) and the use of proceeds therefrom as described under “Prospectus Summary—March Follow-On Offering” (the “March Offering Transactions”); ~~and~~

(4)

The sale of 1115,~~258~~852,~~602~~319 shares of Class A common stock in ~~this~~the ~~offering~~May atFollow-On anOffering ~~assumed~~at the public offering price of $4347.2200 ~~(which~~per ~~was~~share ~~the closing price~~ of our Class A common stock ~~on May 18, 2026)~~ and the use of proceeds therefrom (the “May Offering Transactions”).; and

(5)

WeThe ~~refer~~sale toof ~~the~~11,671,418 ~~adjustments~~shares ~~related~~of toClass ~~the~~A ~~Financing~~common ~~Transactions~~stock asin ~~the~~this ~~“Financing~~offering ~~Adjustments.”~~at Wean ~~refer~~assumed topublic ~~the~~offering ~~adjustments~~price ~~related~~of ~~to the IPO and Reorganization Transactions as the “IPO and Reorganization Adjustments~~$58.”70 We(which ~~refer~~was to the ~~adjustments~~closing ~~related~~price toof ~~the~~our ~~March~~Class ~~Offering~~A ~~Transactions~~common asstock ~~the~~on ~~“March~~June ~~Offering~~25, ~~Adjustments.”~~2026) Weand ~~refer to~~ the ~~adjustments~~use ~~related~~of toproceeds ~~the~~therefrom ~~Offering Transactions as~~ (the “Offering ~~Adjustments.~~Transactions” ).

~~Following~~We ~~the~~refer ~~completion~~to of the ~~IPO~~adjustments ~~and~~related ~~Reorganization~~to ~~Transactions,~~the ~~Forgent~~Financing ~~Power~~Transactions ~~Solutions~~as ~~became~~the a“Financing ~~holding~~Adjustments.” ~~company~~We ~~whose~~refer ~~principal~~to ~~asset~~the ~~consisted~~adjustments ofrelated anto ~~indirect ownership of~~ the ~~outstanding~~IPO ~~Opco~~and ~~LLC~~Reorganization ~~Interests.~~Transactions ~~Following~~as the ~~March~~“IPO ~~Offering~~and ~~Transactions,~~Reorganization ~~Forgent~~Adjustments.” ~~Power~~We ~~Solutions~~refer ~~held~~to anthe ~~indirect~~adjustments ~~ownership~~related ofto ~~80.19% of~~ the ~~outstanding~~March ~~Opco~~Offering ~~LLC~~Transactions ~~Interests.~~as ~~The remaining Opco LLC Interests are held by~~ the ~~Existing~~“March ~~Opco~~Offering ~~LLC Owners~~Adjustments.” ~~Forgent~~We ~~Intermediate~~refer IIto ~~LLC,~~the anadjustments ~~indirect~~related ~~wholly~~to ~~owned subsidiary of Forgent Power Solutions, is~~ the ~~sole~~May ~~managing~~Offering ~~member~~Transactions ~~of Opco, and~~ as athe ~~result~~“May ~~Forgent~~Offering ~~Power~~Adjustments.” ~~Solutions~~We ~~operates~~refer ~~and~~to ~~controls~~ the ~~business~~adjustments ~~and~~related ~~affairs~~to ~~of Opco and its direct and indirect subsidiaries and, through Opco and its direct and indirect subsidiaries, conducts its business. Following~~ the ~~completion of the~~ Offering Transactions, ~~Forgent~~as ~~Power Solutions will indirectly own 83.89% of~~ the ~~outstanding~~“Offering ~~Opco LLC Interests~~Adjustments.”

~~The~~Following ~~unaudited~~the ~~pro~~completion ~~forma~~of ~~consolidated~~the ~~statements~~IPO ofand ~~operations~~Reorganization ~~and~~Transactions, ~~unaudited~~Forgent ~~pro~~Power ~~forma~~Solutions ~~consolidated~~became ~~balance~~a ~~sheet~~holding ~~are~~company ~~derived~~whose ~~from~~principal ~~and~~asset ~~should~~consisted beof ~~read~~an inindirect ~~conjunction~~ownership ~~with~~of the ~~unaudited~~outstanding ~~interim~~Opco ~~condensed~~LLC ~~consolidated~~Interests. ~~financial~~Following ~~statements~~the ofMarch Offering Transactions, Forgent ~~Intermediate~~Power ~~LLC~~Solutions ~~for~~held an indirect ownership of 80.19% of the ~~nine~~then ~~months~~outstanding ~~ended~~Opco ~~March~~LLC ~~31,~~Interests. ~~2026~~Following the May Offering Transactions, ~~and~~Forgent ~~the~~Power ~~audited~~Solutions ~~combined/consolidated~~held ~~financial~~an ~~statements~~indirect ownership of ~~Forgent~~85.40% ~~Intermediate~~of the then outstanding Opco LLC ~~for~~Interests. The remaining Opco LLC Interests are held by the ~~year~~Existing ~~ended~~Opco ~~June~~LLC 30Owners. Forgent Intermediate II LLC, ~~2025~~an indirect wholly owned subsidiary of Forgent Power Solutions, ~~for~~is the ~~period~~sole ~~from~~managing ~~Inception~~member toof ~~June 30~~Opco, ~~2024~~and as a result Forgent Power Solutions operates and ~~for~~controls the ~~period~~business ~~from~~and ~~July~~affairs 1,of ~~2023~~Opco toand ~~October~~its ~~31,~~direct ~~2023~~and indirect subsidiaries and, through Opco and its direct and indirect subsidiaries, conducts its business. Following the ~~related~~completion ~~notes~~of ~~included~~the ~~within~~Offering ~~this~~Transactions, ~~prospectus~~Forgent Power Solutions will indirectly own 89.23% of the outstanding Opco LLC Interests.

The unaudited pro forma consolidated statements of operations and unaudited pro forma consolidated balance sheet are derived from and should be read in conjunction with the unaudited interim condensed consolidated financial statements of Forgent Intermediate LLC for the nine months ended March 31, 2026, and the audited combined/consolidated financial statements of Forgent Intermediate LLC for the year ended June 30, 2025, for the

period from Inception to June 30, 2024 and for the period from July 1, 2023 to October 31, 2023, and the related notes included within this prospectus.

Because Forgent Power Solutions was formed on July 21, 2025 and had no material assets or results of operations until the completion of the IPO, its historical financial information is not included in the unaudited pro forma consolidated financial information for the year ended June 30, 2025.

The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” These unaudited pro forma consolidated financial statements do not present any estimable synergies. These unaudited pro forma consolidated financial statements have been presented to provide relevant information necessary for an understanding of the transactions discussed above. The unaudited pro forma consolidated financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change.

The Financing Adjustments are described in the notes to the unaudited pro forma consolidated financial information and include the following:

•

On December 19, 2025, Forgent Power LLC (f/k/a Forgent Intermediate IV LLC) entered into the Senior Credit Agreement consisting of (a) an initial term loan credit facility in an original principal amount equal to $600.0 million and (b) a revolving credit facility with commitments in an original principal amount equal to $250.0 million, including a $50.0 million sublimit for letters of credit and a $25.0 million sublimit for swingline loans. The 2025 Term Loan Facility matures on December 19, 2032, and the Revolving Facility matures on December 19, 2030. Effective December 19, 2025, the 2023 Credit Facilities were repaid and the 2023 Credit Agreement was terminated.

The IPO and Reorganization Adjustments are described in the notes to the unaudited pro forma consolidated financial information and principally include the following:

•

The contribution by Forgent Parent I LP of 100% of the equity interests of Forgent Intermediate LLC to Forgent Power Solutions in exchange for common stock of Forgent Power Solutions, and the merger of Forgent Intermediate LLC with and into Intermediate Merger Sub with Intermediate Merger Sub surviving and renamed Forgent Intermediate LLC;

•

The entry by Forgent Power Solutions, Forgent Intermediate LLC, Forgent Intermediate II LLC and the Existing Opco LLC Owners into the Opco LLC Agreement, which became effective substantially concurrently with the IPO and (1) recapitalized all existing capital ownership interests in Opco into Opco LLC Interests and (2) appointed 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;

•

The amendment and restatement of Forgent Power Solutions’ certificate of incorporation by Forgent Parent I LP to, among other things, provide (1) for 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’ stockholders generally, and (2) for Class B common stock, with each share of Class 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 that shares of Class B 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”;

•

The recapitalization of the common stock of Forgent Power Solutions held by Forgent Parent I into 210,055,933 shares of Class A common stock;

•

The distribution by Forgent Parent II LP and Forgent Parent III LP of a portion of their Opco LLC Interests to Forgent Blocker I LLC and Forgent Blocker II LLC, respectively, and the contribution of the equity interests of each Blocker to Forgent Parent IV LP;

•

The acquisition by Forgent Intermediate LLC of the Opco LLC Interests held by each Blocker in the Blocker Mergers, and the issuance by Forgent Power Solutions of 4,205,321 shares of Class A common stock to Forgent Parent IV LP as consideration for the Blocker Mergers;

•

The issuance by Forgent Power Solutions of 90,167,635 shares of Class B common stock to the Existing Opco LLC Owners for nominal consideration;

•

The issuance by Forgent Power Solutions of 19,074,391 shares of Class A common stock in the IPO in exchange for net proceeds of approximately $491.8 million, less the underwriting discounts and commissions, but before estimated offering expenses payable by Forgent Power Solutions;

•

The contribution by Forgent Power Solutions of the net proceeds it received from the IPO to Forgent Intermediate LLC, and the purchase by Forgent Intermediate LLC of 19,074,391 Opco LLC Interests from Opco at a price per unit equal to $27.00 (which was the public offering price per share of Class A common stock in the IPO) less the underwriting discounts and commissions;

•

The redemption by Opco, with the approximately $491.8 million in net proceeds Opco received from Forgent Intermediate LLC, of 19,074,391 Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to $27.00 (which was the public offering price per share of Class A common stock in the IPO) less the underwriting discounts and commissions and any withholding taxes (and the cancellation by Forgent Power Solutions of a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners);

•

The entry by Forgent Power Solutions into (1) the Stockholders Agreement with the Continuing Equity Owners, (2) the Registration Rights Agreement with the Continuing Equity Owners and (3) the Tax Receivable Agreement with the TRA Participants. For 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”; and

•

The issuance of RSUs to certain directors, officers and other employees in connection with the IPO, the change in vesting terms for all non-vested service and performance based incentive units in Forgent Parent I, Forgent Parent II and Forgent Parent III, and the payment of cash bonuses due to certain directors, officers and other employees upon completion of the IPO, and IPO expenses.

The March Offering Adjustments are described in the notes to the unaudited pro forma consolidated financial information and principally include the following:

•

The issuance by Forgent Power Solutions of 10,783,205 shares of Class A common stock in the March Follow-On Offering at a public offering price of $29.50 per share (which was the public offering price per share of Class A common stock in the offering);

•

The contribution by Forgent Power Solutions of the net proceeds it received ~~from~~in the March Follow-On Offering to Forgent Intermediate LLC, and the purchase by Forgent Intermediate LLC of 10,783,205 Opco LLC Interests from Opco at a price per unit equal to $29.50 (which was the public offering price per share of Class A common stock in ~~such~~the ~~offering~~March Follow-On Offering) less the underwriting discounts and commissions; and

•

The redemption by Opco, with the approximately $308.6 million in net proceeds ~~Opco~~it received from Forgent Intermediate LLC, of 10,783,205 Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to $29.50 (which was the public offering price per share of Class A common stock in the ~~offering~~March Follow-On Offering), less the underwriting discounts and commissions and any withholding taxes (and the cancellation by Forgent Power Solutions of a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners).

The May Offering Adjustments are described in the notes to the unaudited pro forma consolidated financial information and principally include the following:

•

The issuance by Forgent Power Solutions of 15,852,319 shares of Class A common stock in the May Follow-On Offering at a public offering price of $47.00 per share (which was the public offering price per share of Class A common stock in the offering);

The contribution by Forgent Power Solutions of the net proceeds it received in the May Follow-On Offering to Forgent Intermediate LLC, and the purchase by Forgent Intermediate LLC of 15,852,319 Opco LLC Interests from Opco at a price per unit equal to $47.00 (which was the public offering price per share of Class A common stock in the May Follow-On Offering) less the underwriting discounts and commissions; and

The redemption by Opco, with the approximately $724.6 million in net proceeds it received from Forgent Intermediate LLC, of 15,852,319 Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to $47.00 (which was the public offering price per share of Class A common stock in the May Follow-On Offering) less the underwriting discounts and commissions and any withholding taxes (and the cancellation by Forgent Power Solutions of a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners).

The Offering Adjustments are described in the notes to the unaudited pro forma consolidated financial information and principally include the following:

•

The issuance by Forgent Power Solutions of 11,~~258~~671,~~602~~418 shares of Class A common stock in this offering in exchange for net proceeds of approximately $~~473~~666.23 million assuming a public offering price of $4358.2270 per share (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026), less the underwriting discounts and commissions, but before estimated offering expenses payable by Forgent Power Solutions;

•

The contribution by Forgent Power Solutions of the net proceeds it receives from this offering to Forgent Intermediate LLC, and the purchase by Forgent Intermediate LLC of 11,~~258~~671,~~602~~418 Opco LLC Interests from Opco at a price per unit equal to $4358.2270 (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026), less the underwriting discounts and commissions; and

•

82The redemption by Opco, with the approximately $666.3 million in net proceeds Opco received from Forgent Intermediate LLC, of 11,671,418 Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to $58.70 (which was the closing price of our Class A common stock on June 25, 2026), less the underwriting discounts and commissions and any withholding taxes (and the cancellation by Forgent Power Solutions of a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners).

The redemption by Opco, with the approximately $473.2 million in net proceeds Opco received from Forgent Intermediate LLC, of 11,258,602 Opco LLC Interests from the Existing Opco LLC Owners at a price per unit equal to $43.22 (which was the closing price of our Class A common stock on May 18, 2026), less the underwriting discounts and commissions and any withholding taxes (and the cancellation by Forgent Power Solutions of a corresponding number of shares of Class B common stock held by the Existing Opco LLC Owners).

As a new public company, we are in the process of implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these additional procedures and processes and, among other things, additional directors’ and officers’ liability insurance, director fees, additional expenses associated with complying with the reporting requirements of the SEC, transfer agent fees, costs relating to additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.

The unaudited pro forma consolidated financial information is included for informational purposes only. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Financing Transactions, the IPO and Reorganization Transactions, the March Offering Transactions and the Offering Transactions occurred on the dates assumed. Furthermore, the unaudited pro forma consolidated financial information is subject to change based on the actual public offering price in this offering, the number of shares of Class A common stock sold in this offering, and other terms of this offering determined at pricing. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma consolidated statement of operations and balance sheet should be read in conjunction with the “Risk Factors,” “Prospectus Summary—Summary Combined/Consolidated Historical and Unaudited Pro Forma Financial Information and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited financial statement of Forgent Power Solutions and the related notes thereto, the audited combined/consolidated financial statements of Forgent Intermediate LLC and the related notes thereto and the unaudited condensed consolidated financial statements of Forgent Power Solutions and the related notes thereto, in each case, included elsewhere within this prospectus.

8384

statements of Forgent Intermediate LLC and the related notes thereto and the unaudited condensed consolidated financial statements of Forgent Power Solutions and the related notes thereto, in each case, included elsewhere within this prospectus.

Unaudited Pro Forma Consolidated Balance Sheet as of

March 31, 2026

(in thousands, except per share information)

	Historical		May Offering Adjustments	~~OfferingAdjustments~~				OfferingAdjustments	~~Pro Forma~~			Pro Forma
Assets
Current Assets
Cash and cash equivalents	$	93,831	$	$724,570	~~473,215~~	(1)	~~(1)~~	$	$666,272	~~93,831~~	(2)	$	93,831
					(473,215	)	(1)
				(724,570	)	(1)			(666,272	)	(2)
Accounts receivable, net		274,592		—	—				—	~~274,592~~			274,592
Inventory, net		179,496		—	—				—	~~179,496~~			179,496
Prepaid and other current assets		59,528		—	—				—	~~59,528~~			59,528
Total Current Assets		607,447		—	—				—	~~607,447~~			607,447
Property and equipment, net		179,374		—	—				—	~~179,374~~			179,374
Operating lease right of use assets		110,779		—	—				—	~~110,779~~			110,779
Goodwill		516,629		—	—				—	~~516,629~~			516,629
Other intangible assets, net		300,265		—	—				—	~~300,265~~			300,265
Deferred tax assets		131,675		160,062	~~120,663~~	(3)	~~(2)~~		171,140	~~252,338~~	(3)		462,877
Other assets		7,172		—	—				—	~~7,172~~			7,172
Total Assets	$	1,853,341	$	$160,062	~~120,663~~			$	$171,140	~~1,974,004~~		$	2,184,543
Liabilities and Member’s Equity
Current Liabilities
Accounts payable	$	104,693	$	$—	—			$	$—	~~104,693~~		$	104,693
Accrued expenses		116,612		2,000	~~2,000~~	(7)	~~(6)~~		2,000	~~118,612~~	(7)		120,612
Payables pursuant to the acquisitions		1,081		—	—				—	~~1,081~~			1,081
Deferred revenue		133,514		—	—				—	~~133,514~~			133,514
Operating lease liabilities – current portion		8,346		—	—				—	~~8,346~~			8,346
Long-term debt – current portion		6,000		—	—				—	~~6,000~~			6,000
Total Current Liabilities		370,246		2,000	~~2,000~~				2,000	~~372,246~~			374,246
Long-term debt – current portion		578,129		—	—				—	~~578,129~~			578,129
Payable pursuant to the Tax Receivable Agreement		207,286		136,053	~~102,564~~	(4)	~~(3)~~		145,469	~~309,850~~	(4)		488,808
Operating lease liabilities, less current portion		115,084		—	—				—	~~115,084~~			115,084
Total Liabilities		1,270,745		138,053	~~104,564~~				147,469	~~1,375,309~~			1,556,267
Stockholders’ Equity
Class A common stock, $0.00001 par value per share		2		—	—				1	2			3
Class B common stock, $0.00001 par value per share		1		—	—				(1)	1			—
Additional paid-in capital		420,457		58,074	~~41,436~~	(6)	~~(5)~~		54,081	~~461,893~~	(6)		532,612
Retained earnings		26,021		—	—				—	~~26,021~~			26,021
Stockholders’ Equity attributable to Forgent Power Solutions, Inc.		446,481		58,074	~~41,436~~				54,081	~~487,917~~			558,636
Non-controlling interests		136,115		(36,065	~~(25,337~~)	(5)	~~(4)~~		(30,410	~~110,778~~)	(5)		69,640
Total Stockholders’ Equity		582,596		22,009	~~16,099~~				23,671	~~598,695~~			628,276
Total Liabilities and Stockholders’ Equity	$	1,853,341	$	$160,062	~~120,663~~			$	$171,140	~~1,974,004~~		$	2,184,543

8486

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended June 30, 2025

(in thousands, except per share information)

	ForgentIntermediate LLCHistorical	~~ForgentIntermediate LLCHistorical~~			FinancingAdjustments	~~FinancingAdjustments~~				IPO and ReorganizationAdjustments				March and May Offering Adjustments				OfferingAdjustments	~~OfferingAdjustments~~				Pro FormaForgent PowerSolutions, Inc.	~~Pro FormaForgent PowerSolutions, Inc.~~
Revenues	$	$753,188	~~753,188~~		$	$—	—			$	—			$	—			$	$—	—			$	$753,188	~~753,188~~
Cost of Revenues		475,122	~~475,122~~			—	—				—				—			—		—			475,122		~~475,122~~
Gross Profit		278,066	~~278,066~~			—	—				—				—			—		—			278,066		~~278,066~~
Operating Expenses
Selling, general and administrative expenses		146,270	~~146,270~~			—	—				19,096	(4) (6)	~~(4) (6)~~		—			—		—			165,366		~~165,366~~
Depreciation and amortization		59,559	~~59,559~~			—	—				—				—			—		—			59,559		~~59,559~~
Total Operating Expenses		205,829	~~205,829~~			—	—				19,096				—			—		—			224,925		~~224,925~~
Income from Operations		72,237	~~72,237~~			—	—				(19,096	)			—			—		—			53,141		~~53,141~~
Other Income (Expense)
Interest expense		(54,778	~~(54,778~~)	)		11,989	~~11,989~~		(5)		—				—			—		—			(42,789		~~(42,789~~)	)
Interest income		5,558	~~5,558~~			—	—				—				—			—		—			5,558		~~5,558~~
Other expense		(231	~~(231~~)	)		—	—				—				—			—		—			(231		~~(231~~)	)
Total Other Expense, net		(49,451	~~(49,451~~)	)		11,989	~~11,989~~				—				—			—		—			(37,462		~~(37,462~~)	)
Income (Loss) Before Tax Benefit (Expense)		22,786	~~22,786~~			11,989	~~11,989~~				(19,096	)			—			—		—			15,679		~~15,679~~
Income Tax (Expense) Benefit		(5,340	~~(5,340~~)	)		(2,188	~~(2,188~~)	)	(1)		4,667		(1)	(~~156)~~352		)	(1)	(144	~~(139)~~	) (1)		~~(1)~~	(3,357		~~(3,156~~)	)
Net Income		17,446	~~17,446~~			9,801	~~9,801~~				(14,429	)		(352	~~(156~~	)		(144		~~(139~~)	)		12,322		~~12,523~~
Less: net income attributable to non-controlling interests			2,250				3,717		(2)		(2,422	)	(2)	(538)			(2)		(561)			(2)			2,446
Less: net income (loss) attributable to non-controlling interests		2,250				3,717			(2)		(2,422	)	(2)	(1,329		)	(2)	(582		) (2)			1,634
Net Income attributable to Forgent Intermediate LLC/Forgent Power Solutions, Inc.	$	$15,196	~~15,196~~		$	$6,084	~~6,084~~			$	(12,007	)		$	~~382~~977			$	$438	~~422~~			$	$10,688	~~10,077~~
Pro Forma Net Income Per Share Data (Note 3)
Pro Forma Net Income (Loss) Per Share Data (Note 3)
Net income per Class A common stock per share
Basic																							$	$0.04	~~0.04~~
Diluted																							$	$0.04	~~0.04~~
Weighted-average shares to Class A common stock outstanding
Basic																							271,643		~~255,377~~
Diluted																							271,643		~~255,377~~

8587

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended March 31, 2026

(in thousands, except per share information)

		ForgentPower Solutions, Inc.				FinancingAdjustments					IPO and ReorganizationAdjustments					March Offering Adjustments					OfferingAdjustments				Pro FormaForgent PowerSolutions, Inc.
	ForgentPowerSolutions,Inc.				FinancingAdjustments				IPO andReorganizationAdjustments				March andMay OfferingAdjustments				OfferingAdjustments				Pro FormaForgentPowerSolutions, Inc.
Revenues	$	$958,387	~~958,387~~		$	$—	—		$	—	$	—	$	—		$	—$	—			$	—958,387			$	~~958,387~~
Cost of Revenues		627,483	~~627,483~~			—	—			—		—		—			—	—				—627,483				~~627,483~~
Gross Profit		330,904	~~330,904~~			—	—			—		—		—			—	—				—330,904				~~330,904~~
Operating Expenses
Selling, general and administrative expenses		200,246	~~200,246~~			—	—			5,894		~~5,894~~(4) (6)		~~(4) (6)~~—			—	—				—206,140				~~206,140~~
Depreciation and amortization		40,069	~~40,069~~			—	—			—		—		—			—	—				—40,069				~~40,069~~
Total Operating Expenses		240,315	~~240,315~~			—	—			5,894		~~5,894~~		—			—	—				—246,209				~~246,209~~
Income from Operations		90,589	~~90,589~~			—	—			(5,894	)	~~(5,894~~	)	—			—	—				—84,695				~~84,695~~
Other Income (Expense)																	—					—
Interest expense		(45,704	~~(45,704~~)	)		13,873	~~13,873~~	(5)	~~(5)~~	—		—		—			—	—				—(31,831	)			~~(31,831~~	)
Interest income		2,088	~~2,088~~			—	—			—		—		—			—	—				—2,088				~~2,088~~
Other (expense) income		(95	~~(95~~)	)		—	—			—		—		—			—	—				—(95	)			~~(95~~	)
Total Other Expense, net		(43,711	~~(43,711~~)	)		13,873	~~13,873~~			—		—		—			—	—				—(29,838	)			~~(29,838~~	)
Income (Loss) Before Tax Benefit (Expense)		46,878	~~46,878~~			13,873	~~13,873~~			(5,894	)	~~(5,894~~	)	—			—	—				—54,857				~~54,857~~
Income Tax Benefit (Expense)		(6,938	~~(6,938~~)	)		(2,532	~~(2,532~~)	(1)	~~(1)~~	(541	)	(~~541~~1)	)	(1),232	)	(1)	(~~546~~505	)	(1)	(1)	(11,748	~~(487~~	)	~~(1)~~		~~(11,044~~	)
Net Income		39,940	~~39,940~~			11,341	~~11,341~~			(6,435	)	~~(6,435~~	)	(1,232	)		(~~546~~505	)	)		43,109	~~(487~~	)			~~43,813~~
Less: net income attributable to non-controlling interests		11,394	~~11,394~~			3,516	~~3,516~~	(2)	~~(2)~~	(2,999	)	(2~~,999~~)	)	(2)4,462	)	(2)	(1,~~806~~956	)	(2)	(2)	5,493	~~(1,887~~	)	~~(2)~~		~~8,218~~
Net Income attributable to Forgent Power Solutions, Inc.	$	$28,546	~~28,546~~		$	$7,825	~~7,825~~		$	(3,436	$)	~~(3,436~~	)$	3,230		$	~~1,260~~$	1,451			$	137,~~400~~616			$	~~35,595~~
Pro Forma Earnings Per Share Data (Note 3)
Net income per Class A common stock per share
Basic																					$	0.14			$	~~0.14~~
Diluted																					$	0.14			$	~~0.14~~
Weighted-average shares to Class A common stock outstanding
Basic																					271,941					~~255,675~~
Diluted																					272,027					~~255,675~~

8688

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria, which simplified requirements to depict the accounting for the transactions and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. These unaudited pro forma consolidated financial statements do not present any anticipated synergies, operating efficiencies, tax savings, or cost savings. These unaudited pro forma consolidated financial statements have been presented to provide relevant information necessary for an understanding of the transactions discussed above.

The unaudited pro forma adjustments detailed below are based on currently available information and assumptions and methodologies that management believes are reasonable. The pro forma adjustments described below, may be revised as additional information becomes available and is evaluated. Therefore, it is likely the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. The unaudited pro forma combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Financing Transactions, the IPO and Reorganization Transactions, the March Offering Transactions and the Offering Transactions occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the consolidated company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma consolidated balance sheet as of March 31, 2026 assumes that the Offering Transactions occurred on March 31, 2026, while the unaudited pro forma consolidated statements of operations for the year ended June 30, 2025 and the nine months ended March 31, 2026 assume the Financing Transactions, the IPO and Reorganization Transactions, the March Offering Transactions and the Offering Transactions occurred on July 1, 2024.

Pro forma adjustments to the consolidated balance sheet

(1) (a) Reflects the cash receipt of offering proceeds to us of $~~473~~724.26 million from the sale of 1115,~~258~~852,~~602~~319 shares of Class A common stock at a public offering price of $4347.2200 per share (which was the ~~closing~~public offering price ofper ~~our~~share of Class A common stock onin the May ~~18,~~Follow-On ~~2026~~Offering), after deducting the underwriting discounts and commissions;

(b) the payment of $~~473~~724.26 million to purchase 1115,~~258~~852,~~602~~319 Opco LLC Interests directly from Opco at a public offering price of $4347.2200 per share (which was the ~~closing~~public offering price ofper ~~our~~share of Class A common stock onin the May ~~18,~~Follow-On ~~2026~~Offering) after deducting the underwriting discounts and commissions; ~~and~~

(c) the payment by Opco of $~~473~~724.26 million to redeem Opco LLC Interests from the Existing Opco LLC Owners, at a price per unit equal to $4347.2200 per share (which was the ~~closing~~public offering price ofper ~~our~~share of Class A common stock onin the May ~~18,~~Follow-On ~~2026~~Offering), less the underwriting discounts and commissions and any withholding taxes.;

(2) (a) WeReflects ~~are~~the ~~subject~~cash toreceipt ~~U.S.~~of ~~federal,~~offering ~~state,~~proceeds ~~and~~to ~~local~~us ~~income~~of ~~taxes~~$666.3 ~~This~~million ~~adjustment~~from ~~reflects~~ the ~~recognition~~sale of ~~deferred~~11,671,418 ~~taxes~~shares ~~in connection with this offering~~ of ~~Forgent~~Class ~~Power~~A ~~Solutions~~common ~~assuming~~stock ain ~~pro~~this ~~forma~~offering ~~blended~~at ~~statutory tax rate, which includes~~ a ~~provision~~public ~~for~~offering ~~U.S.~~price ~~federal,~~of ~~state and local taxes~~$58.70 Weper ~~have~~share ~~recorded~~(which awas ~~pro~~the ~~forma~~closing ~~deferred~~price ~~tax asset adjustment~~ of ~~$ million~~our ~~related~~Class toA ~~tax~~common ~~benefits~~stock ~~from~~on ~~future~~June ~~deductions~~25, ~~attributable~~2026), toafter ~~payments~~deducting ~~under~~ the ~~Tax~~underwriting ~~Receivable~~discounts ~~Agreement~~and ascommissions; ~~described further in (3) below.~~

(3b) Asthe ~~described~~payment inof ~~greater~~$666.3 ~~detail~~million ~~under~~to ~~“Organizational~~purchase ~~Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement~~11,”671,418 inOpco ~~connection~~LLC ~~with~~Interests ~~the~~directly ~~completion~~from ofOpco ~~the~~at ~~IPO, we entered into~~ a ~~Tax~~public ~~Receivable~~offering ~~Agreement~~price ~~with Opco and each~~ of ~~the TRA Participants~~$58.70 ~~The~~per ~~Tax~~share ~~Receivable~~(which ~~Agreement~~was ~~provides for~~ the ~~payment~~closing byprice ~~Forgent Power Solutions to the TRA Participants~~ of ~~85%~~our ofClass ~~the~~A ~~amount~~common ofstock ~~certain~~on ~~tax~~June ~~benefits~~25, if2026) ~~any,~~after ~~that~~deducting ~~Forgent Power Solutions actually realizes, or in some circumstances is deemed to realize for purposes of tax reporting, as a result of~~ the ~~tax~~underwriting ~~attributes~~discounts ~~subject~~and tocommissions; ~~the~~and ~~Tax Receivable Agreement.~~

8789

~~The~~(c) ~~sale~~the payment by ~~certain~~Opco of ~~the~~$666.3 ~~Continuing~~million ~~Equity~~to ~~Owners~~redeem of11,671,418 ~~certain of their~~ Opco LLC Interests infrom ~~this offering would trigger an increase in~~ the ~~tax~~Existing ~~basis~~Opco ~~of the assets of Forgent Intermediate~~ LLC ~~subject~~Owners, toat ~~the provisions of the Tax Receivable Agreement. Assuming~~ a ~~public offering~~ price inper ~~this~~unit ~~offering~~equal ofto $4358.2270 per share (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026), weless ~~would recognize a deferred tax asset in~~ the ~~amount~~underwriting ofdiscounts ~~$120.7 million~~ and acommissions ~~Tax Receivable Agreement liability of $102.6 million, representing 85% of the tax benefits~~ and aany ~~$18.1~~withholding ~~million adjustment to additional paid-in capital (see (5) below)~~taxes.

(3) We are subject to U.S. federal, state, and local income taxes. This adjustment reflects the recognition of deferred taxes in connection with this offering of Forgent Power Solutions assuming a pro forma blended statutory tax rate, which includes a provision for U.S. federal, state and local taxes. We have recorded a pro forma deferred tax asset adjustment of $331.2 million related to tax benefits from future deductions attributable to payments under the Tax Receivable Agreement as described further in (4) below.

(4) As described in greater detail under “Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement,” in connection with the completion of the IPO, we entered into a Tax Receivable Agreement with Opco and each of the TRA Participants. The Tax Receivable Agreement provides for the payment by Forgent Power Solutions to the TRA Participants of 85% of the amount of certain tax benefits, if any, that Forgent Power Solutions actually realizes, or in some circumstances is deemed to realize for purposes of tax reporting, as a result of the tax attributes subject to the Tax Receivable Agreement.

The sale by certain of the Continuing Equity Owners of certain of their Opco LLC Interests in the May Follow-On Offering triggered an increase in the tax basis of the assets of Forgent Intermediate LLC subject to the provisions of the Tax Receivable Agreement. Using a public offering price of $47.00 per share (which was the public offering price per share of Class A common stock in the May Follow-On Offering) we recognized a deferred tax asset in the amount of $160.1 million and a Tax Receivable Agreement liability of $136.1 million, representing 85% of the tax benefits and a $24.0 million adjustment to additional paid-in capital (see (6) below).

The sale by certain of the Continuing Equity Owners of certain of their Opco LLC Interests in this offering would trigger an increase in the tax basis of the assets of Forgent Intermediate LLC subject to the provisions of the Tax Receivable Agreement. Using a public offering price in this offering of $58.70 (which was the closing price of our Class A common stock on June 25, 2026), we would recognize a deferred tax asset in the amount of $171.1 million and a Tax Receivable Agreement liability of $145.5 million, representing 85% of the tax benefits and a $25.6 million adjustment to additional paid-in capital (see (6) below).

Due to the uncertainty in the amount and timing of future redemptions or exchanges of Opco LLC Interests by the holders thereof, the unaudited pro forma consolidated financial information assumes that no redemptions or exchanges of Opco LLC Interests have occurred after the date of this offering and, therefore, no increases in tax basis in Opco’s assets or other tax benefits that may be realized in future exchange transactions have been assumed in the unaudited pro forma consolidated financial information.

Assuming there are no material changes in the relevant tax laws, we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement and all exchanges or redemptions occurred immediately after this offering at a price per share of Class A common stock of $4358.2270 (which was the closing price of our Class A common stock on ~~May~~June 1825, 2026), we estimate that we would be required to pay approximately $~~766~~928.71 million over the fifteen-year period from 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 differ based on, among other things: (a) the amount and timing of future exchanges or redemptions of the Opco LLC Interests, as applicable, and the extent to which such exchanges or redemptions are taxable; (b) the price per share of our Class A common stock at the time of the exchanges or redemptions; (c) the amount and timing of future income against which to offset the tax benefits; and (d) the tax rates then in effect.

(45) Following the Offering Transactions, the Existing Opco LLC Owners would own 1610.1177% of the economic interests in Opco as non-controlling interests.

(56) The following table is a reconciliation of the adjustments impacting additional paid-in capital after the Offering Transactions (in thousands):

Additional paid-in capital	$	420,457
Offering cost (see note 6)		(2,000	)
Adjustment to non-controlling interest for offering (see note 4)		25,337
Net adjustment from recognition of deferred tax asset and Tax Receivable Agreement liability (see note 3)		18,099
Additional paid-in capital	$	461,893

(6) We estimate $2.0 million will be incurred after March 31, 2026. These costs primarily represent legal, accounting and other direct costs. These offering costs will be charged against the proceeds from the Offering Transactions with a corresponding reduction to additional paid-in capital (see (5) above).


Additional paid-in capital	$	420,457
Offering cost (see note 7)		(4,000	)
Adjustment to non-controlling interest for offering (see note 5)		66,475
Net adjustment from recognition of deferred tax asset and Tax Receivable Agreement liability (see note 4)		49,680
Additional paid-in capital	$	532,612

(7) We estimate $4.0 million will be incurred after March 31, 2026. These costs primarily represent legal, accounting and other direct costs. These offering costs will be charged against the proceeds from the Offering Transactions with a corresponding reduction to additional paid-in capital (see (6) above).

Pro forma adjustments to the consolidated statement of operations

(1) Following the IPO and Reorganization Transactions, we are subject to United States federal income taxes, in addition to applicable state and local taxes, with respect to our allocable share of any net taxable income of Opco. As a result, the unaudited pro forma consolidated statement of operations includes an adjustment to our income tax expense to reflect an effective income tax rate of 18.25%, which includes a provision for United States federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction. This rate is only applied to the portion of pre-tax income attributable to Forgent Power Solutions. The remaining pre-tax income attributable to Opco is not subject to federal and state income taxes. As a result of the March Offering Transactions, we adjusted the unaudited pro forma consolidated statement of operations to include an adjustment to our income tax expense to reflect an effective income tax rate of 19.13%. As a result of ~~this~~the ~~offering~~May Offering Transactions, we adjusted the unaudited pro forma consolidated statement of operations to include an adjustment to our income tax expense to reflect an income tax rate of 20.50%. As a result of the Offering Transactions, we adjusted the unaudited pro forma consolidated statement of operations to include an adjustment to our income tax expense to reflect an effective income tax rate of 2021.1342%.

88(2) Upon completion of the IPO and Reorganization Transactions, Forgent Intermediate II LLC, a wholly owned subsidiary of Forgent Intermediate LLC and an indirect wholly owned subsidiary of Forgent Power Solutions, became the sole managing member of Opco. Forgent Power Solutions, through its wholly owned subsidiaries, (i) owns a majority of the economic interests in Opco and (ii) has the sole voting interest in, and power to direct the management of, Opco. As a result, Forgent Power Solutions consolidates the financial results of Opco and reports a non-controlling interest related to the interests in Opco held by the Existing Opco LLC Owners on its consolidated balance sheet. Following the IPO and Reorganization Transactions, the Existing Opco LLC Owners owned 23.35% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights. Following the March Offering Transactions, the Existing Opco LLC Owners owned 19.81% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights. Following the May Offering Transactions, the Existing Opco LLC Owners owned 14.60% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights. Following the Offering Transactions, the Existing Opco LLC Owners will own 10.77% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights.

(2) Upon completion of the IPO and Reorganization Transactions, Forgent Intermediate II LLC, a wholly owned subsidiary of Forgent Intermediate LLC and an indirect wholly owned subsidiary of Forgent Power Solutions, became the sole managing member of Opco. Forgent Power Solutions, through its wholly owned subsidiaries, (i) owns a majority of the economic interests in Opco and (ii) has the sole voting interest in, and power to direct the management of, Opco. As a result, Forgent Power Solutions consolidates the financial results of Opco and reports a non-controlling interest related to the interests in Opco held by the Existing Opco LLC Owners on its consolidated balance sheet. Following the IPO and Reorganization Transactions, the Existing Opco LLC Owners owned 23.35% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights. Following the March Offering Transactions, the Existing Opco LLC Owners owned 19.81% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights. Following the Offering Transactions, the Existing Opco LLC Owners will own 16.11% of the economic interests in Opco as non-controlling interests, but have no substantive participating or voting rights. 91

(3) The weighted average number of shares underlying the basic earnings per share calculation reflects only the ~~255~~271,~~377~~642,~~452~~587 shares of Class A common stock outstanding after this offering as they are the only outstanding shares which participate in distributions or dividends by Forgent Power Solutions. Pro forma diluted earnings per share is computed by adjusting pro forma net income attributable to Forgent Power Solutions and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities.

Pro Forma earnings per share of common stock(in thousands, other than share and per share information)	Year EndedJune 30, 2025		Nine MonthsEndedMarch 31,2026
Pro Forma earnings per share of common stock(in thousands, other than per share information)	Year EndedJune 30, 2025		Nine MonthsEndedMarch 31,2026
Numerator:
Net income attributable to Forgent Power Solutions Inc.’s stockholders (basic)	$	10,~~077~~688	$	3537,~~595~~616
Net income attributable to Forgent Power Solutions Inc.’s stockholders (diluted)	$	12,~~523~~322	$	43,~~813~~109
Denominator:
Weighted average of shares of Class A common stock outstanding (basic)	~~255~~271,~~377~~643		~~255~~271,~~675~~941
Incremental shares of Class A common stock attributable to dilutive instruments(a)	—		—86
Weighted average of shares of Class A common stock outstanding (diluted)	~~255~~271,~~377~~643		~~255~~272,~~675~~027
Basic earnings per share	$	0.04	$	0.14
Diluted earnings per share	$	0.04	$	0.14

(a)

For the year ended June 30, 2025 and the nine months ended March 31, 2026, the Class B shares were antidilutive. For the year ended June 30, 2025 and for the nine months ended March 31, 2026, the restricted stock units (“RSUs”) were antidilutive.

(4) Reflects an aggregate of 670,185 RSUs issued to certain directors, officers and other employees in connection with the IPO. The initial RSUs issued to employees are subject to annual vesting over three years. The initial RSUs issued to non-employee directors will vest either the day immediately prior to the first annual meeting following the IPO or in equal annual installments over a period of three years, in each case, subject to continued service on the applicable vesting date. See “Executive and Director Compensation—2026 Equity Incentive Plan.” The aggregate expense with respect to these initial RSUs to be recorded straight line over the vesting period is estimated to be $18.1 million for which we have recorded $8.5 million for the year ended June 30, 2025 and an incremental $2.4 million for the period from July 1, 2025 through February 6, 2026 (the date of the IPO) in the nine months ended March 31, 2026 in the unaudited pro forma consolidated statement of operations.

(5) Reflects the interest expense assuming the 2023 Debt Facilities were repaid on July 1, 2024 and the Senior Credit Facilities were obtained on July 1, 2024 and were outstanding for the entire year ended June 30, 2025 and for the nine months ended March 31, 2026. This historical period from December 20, 2025 through March 31, 2026 includes the effects of the Financing Transactions, therefore the adjustments to interest expense for the nine months ended March 31, 2026 relate to the period from July 1, 2025 through December 19, 2025. The interest rate assumed for purposes of preparing this unaudited pro forma consolidated financial information is 6.73%. This rate is the benchmark rate of 3.73% on December 19, 2025, plus the 3.0% margin specified in the Senior Credit Agreement. The interest rate assumptions do not give effect to the May 2026 Credit Facility Repricing.

8992

includes the effects of the Financing Transactions, therefore the adjustments to interest expense for the nine months ended March 31, 2026 relate to the period from July 1, 2025 through December 19, 2025. The interest rate assumed for purposes of preparing this unaudited pro forma consolidated financial information is 6.73%. This rate is the benchmark rate of 3.73% on December 19, 2025, plus the 3.0% margin specified in the Senior Credit Agreement.

The following adjustments have been recorded to interest expense (in thousands):


	Year ended June 30, 2025			Nine Months Ended March 31, 2026
Estimated interest expense on the Senior Credit Facility	$	40,304		$	30,651
Amortization of debt discount and issuance costs associated with Senior Credit Facility		2,485			1,180
Removal of historical interest expense		(54,778	)		(45,704)
Financing adjustments to interest expense	$	(11,989	)	$	(13,873)

A 1/8 of a percentage point increase or decrease in the benchmark rate would result in a change in interest expense of approximately $0.8 million for the year ended June 30, 2025 and $0.7 million for the nine months ended March 31, 2026.

(6) Reflects a change in the vesting term for all non-vested service and performance-based incentive units in Forgent Parent I, Forgent Parent II and Forgent Parent III to quarterly vesting over two years following the date of the IPO. The aggregate expense (based on a price of $27.00 per share of Class A common stock, which was the public offering price in the IPO) to be recorded straight line over the vesting period is estimated to be $24.8 million for which we have recorded $10.6 million for the year ended June 30, 2025 and an incremental $3.5 million for the period from July 1, 2025 through February 6, 2026 (the date of the IPO) in the nine months ended March 31, 2026 in the unaudited pro forma consolidated statement of operations.

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UNAUDITED SUPPLEMENTAL PRO FORMA COMBINED FINANCIAL INFORMATION

This section provides unaudited supplemental pro forma combined financial information for the year ended June 30, 2024 (the “Pro Forma 2024 Financial Information”) in a manner consistent with how management views our performance and enables us to assess our results across periods in a comparable manner. We believe the Pro Forma 2024 Financial Information provides investors with relevant additional information about our financial performance for the year ended June 30, 2024. The Pro Forma 2024 Financial Information ~~and~~ is for informational purposes only. Our actual results could have differed materially had the Business Acquisitions occurred on July 1, 2023.

The Pro Forma 2024 Financial Information presented herein combines the period from July 1, 2023 through October 31, 2023 (“Predecessor”) and the period from September 8, 2023 (“Inception”) through June 30, 2024 (“Successor”) for the Business Acquisitions, as further adjusted as described below. The Pro Forma 2024 Financial Information gives effect to the Business Acquisitions as if they had occurred on July 1, 2023 and includes certain adjustments comparable to those set forth in Article 11 pro forma financial information. The Pro Forma 2024 Financial Information are not impacted by, nor adjusted for, the impact from the completion of the Up-C Transactions, including the IPO, or the issuance of shares of Class A common stock in this offering and the use of the proceeds therefrom as described in “Use of Proceeds.”

We believe that providing the Pro Forma 2024 Financial Information in addition to the financial information prepared in accordance with GAAP comparing these periods included elsewhere in this prospectus provides important information for investors. We believe reviewing our Pro Forma 2024 Financial Information, together with our results of operations for the year ended June 30, 2025, provides useful comparisons of the overall operating performance of our business for the years ended June 30, 2024 and 2025.

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The Pro Forma 2024 Financial Information set forth below is based upon available information and assumptions that we believe are reasonable. 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 above transactions occurred on their actual dates or as of any other date within the periods covered by this financial information. Pro Forma 2024 Financial Information also should not be considered representative of our future results of operations.


	Predecessor			Successor			Business Acquisitions(1)
	Period from July 1, 2023 to October 31, 2023			Period from Inception to June 30, 2024			Period from July 1, 2023 to Acquisition Dates			Adjustments(2)				Pro Forma 2024 Financial Information
(in thousands)
Revenues	$	64,478		$	181,310		$	236,926		$	—			$	482,714
Cost of Revenues		40,664			113,570			136,881			1,195		(a)		292,310
Gross Profit		23,814			67,740			100,045			(1,195	)			190,404
Operating Expenses
Selling, general and administrative expenses		11,321			52,077			38,416			(1,128	)	(b)(c)		100,686
Depreciation and amortization		93			20,418			970			49,860		(d)		71,341
Total Operating Expenses		11,414			72,495			39,386			48,732				172,027
Income (Loss) from Operations		12,400			(4,755	)		60,659			(49,927	)			18,377
Other Income (Expense)
Interest expense		(778	)		(21,855	)		(102	)		(35,994	)	(e)		(58,729	)
Interest income		342			1,832			2,231			—				4,405
Other expense		(313	)		(381	)		107			—				(587	)
Total Other Expense, net		(749	)		(20,404	)		2,236			(35,994	)			(54,911	)
Income (Loss) Before Tax (Expense) Benefit		11,651			(25,159	)		62,895			(85,921	)			(36,534	)
Income Tax (Expense) Benefit		(3,190	)		5,957			(13,454	)		19,128		(f)		8,441
Net Income (Loss)		8,461			(19,202	)		49,441			(66,793	)			(28,093	)
Less: Net Income Attributable to Non-controlling Interest		—			(1,381	)		—			(7,328	)			(8,709	)
Net Income (Loss) Attributable to Forgent Intermediate LLC	$	8,461		$	(17,821	)	$	49,441		$	(59,465	)		$	(19,384	)

(1)

Includes operations for the PwrQ Transaction, States Transaction and VanTran Transaction for the period from July 1, 2023 through the respective acquisition dates. Operations for the MGM Transaction through its acquisition date are included in the Predecessor Period from July 1, 2023 to October 31, 2023.

(2)

The adjustments presented herein give effect to the Business Acquisitions as if the transactions had occurred on July 1, 2023, including:

(a)

incremental depreciation expense included in cost of revenue that is related to the fair value adjustments associated with the property and equipment acquired in the Business Acquisitions;

(b)

incremental equity-based compensation included in selling, general and administrative expenses that is related to equity-based compensation granted in the Business Acquisitions;

(c)

reduction in executive compensation plans based upon contractual employment agreements entered into at the date of the Business Acquisitions;

(d)

incremental amortization expense related to the fair value adjustments associated with the intangible assets acquired in the Business Acquisitions;

(e)

additional interest expense associated with the issuance of long-term debt to finance the Business Acquisitions; and

(f)

the consequential income tax adjustments resulting from the Business Acquisitions.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the sections of this prospectus captioned “Business” and our combined/consolidated financial statements and related notes to those statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions about our business and operations. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this prospectus captioned “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains the presentation of Adjusted EBITDA and Adjusted Net Income, which are not presented in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are being presented because it provides the Company and readers of this prospectus with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend Adjusted EBITDA and Adjusted Net Income to be substitutes for any GAAP financial information. Readers of this prospectus should use Adjusted EBITDA and Adjusted Net Income in conjunction with Net Income, the most comparable GAAP financial measure. Reconciliations of Adjusted EBITDA and Adjusted Net Income to Net Income, the most comparable GAAP measure, are provided in “—Non-GAAP Financial Measures.”

Overview

Electrical distribution equipment is essential for delivering electricity safely and efficiently 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.

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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 varying power quality and availability, stringent uptime requirements, challenging form factors and environments, demanding thermal management requirements, integration with other equipment and systems, evolving regulatory requirements and safety considerations and rising construction costs and labor scarcity.

We are a U.S. company. Our principal manufacturing campuses are located in Minnesota, Texas, Maryland, California and Mexico, and we had approximately 2,400 full-time employees as of March 31, 2026.

Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by the combined/consolidated financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting our business and formulate projections.

We present non-GAAP performance measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in accordance with GAAP.

These non-GAAP financial measures provide supplemental information and should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning and forecasting purposes and in its decision-making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe investors benefit from having access to the same financial measures that management uses in evaluating our operations.

The primary financial metrics we use to evaluate our overall performance and to track the business results from year to year are revenue, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income. We also utilize Backlog to enable us to evaluate trends in our future revenues and market share.

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The following table sets forth a summary of our financial highlights for the periods indicated (dollars in thousands):


	Predecessor			Successor						Successor
	Period from July 1, 2023 to			Period from Inception to			Pro Forma 2024 Financial			Year Ended			Nine Months Ended March 31,
	October 31, 2023			June 30, 2024			Information			June 30, 2025			2025		2026
Revenue	$	64,478		$	181,310		$	482,714		$	753,188		$	515,575	$	958,387
Adjusted EBITDA(1)	$	14,635		$	23,250		$	99,209		$	169,173		$	126,348	$	210,165
Adjusted EBITDA margin(1)		22.7	%		12.8	%		20.6	%		22.5	%

ABOUT THIS PROSPECTUS

Basis of Presentation and Organizational Structure

Certain Definitions

Trademarks

Market and Industry Data

PROSPECTUS SUMMARY

Our Company

Our Market Opportunity

Our Strengths

Our Growth Strategy

Summary Risk Factors

Recent Developments

May Follow-On Offering. As a result of the May Follow-On Offering, the Continuing Equity Owners own, directly or indirectly, (1) approximately 67.51.54% of the combined voting power of all Forgent Power Solutions’ common stock and (2) approximately 67.51.54% of the economic interests in Opco.

Summary of the Up-C Transactions

Description of the Combination

Our Sponsor

Organizational Structure

Organizational Information

Implications of Being an Emerging Growth Company

RISK FACTORS

Risks Related to Our Business and Our Industry

Risks Related to Litigation and Regulation

Risks Related to Our Intellectual Property

Risks Related to Information Technology and Privacy

Financial, Tax and General Risks

Risks Related to Our Organizational Structure

Risks Related to This Offering and Ownership of Our Class A Common Stock

USE OF PROCEEDS

Organizational Structure

Up-C Transactions

March Follow-On Offering

May Follow-On Offering

Organizational Structure

Incorporation of Forgent Power Solutions

Recapitalization and the Opco LLC Agreement

DIVIDEND POLICY

CAPITALIZATION

UNAUDITED SUPPLEMENTAL PRO FORMA COMBINED FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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