Forgent Power Solutions, Inc.

S-11 d890989ds1.htm S-1

As filed with the Securities and Exchange Commission on January 9, 2026.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

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

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:

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, anon-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.

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 , 2026

** Shares**

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Forgent Power Solutions, Inc. (“Forgent Power Solutions”). We are offering shares of Class A common stock (as defined herein). Forgent Parent I LP and Forgent Parent IV LP (together, the “selling stockholders”) are offering shares of Class A common stock. We intend to use the net proceeds we receive from this offering to indirectly purchase common units (“Opco LLC Interests”) of Forgent Power Solutions LLC (“Opco”) (or Opco LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from Opco, and Opco intends to use the net proceeds it receives from the sale of Opco LLC Interests to us to redeem Opco LLC Interests from Forgent Parent II LP and Forgent Parent III LP (the “Existing Opco LLC Owners”). We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders in this offering. See “Use of Proceeds.”

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to list our Class A common stock on the New York Stock Exchange (the “NYSE”) under the symbol “FPS.”

We will have two classes of common stock outstanding after this offering: Class A common stock, par value $0.00001 per share (“Class A common stock”) and Class B common stock, par value $0.00001 per share (“Class B common stock”). Each share of our Class A common stock entitles its holder to one vote per share and each share of our Class B common stock entitles its holder to one vote per share on all matters presented to our stockholders generally; however, shares of our Class B common stock do not have any right to receive distributions or dividends from Forgent Power Solutions.

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

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

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

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

See “Risk Factors” beginning on page 35 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.

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

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

Joint Lead Book-Running Managers

Bookrunners

Prospectus dated , 2026