Forgent Power Solutions, Inc.

1. Nature of Business

Forgent Power Solutions, Inc. (the “Corporation”) was incorporated in Delaware on July 21, 2025. The Corporation is a holding company, and its principal asset is an indirect controlling equity interest in Forgent Power Solutions LLC (“Opco”). As the sole managing member of Opco, the Corporation operates and controls all of the business and affairs of Opco, and through Opco and its subsidiaries, conducts its business.

2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of income, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because the Corporation has not engaged in any activities except in connection with its formation through December 31, 2025.

On February 6, 2026, the Corporation closed an initial public offering (the “IPO”) of 16,586,427 shares of Class A common stock (as defined below) sold by the Corporation and 39,413,573 shares of Class A common stock sold by parent entities of the Corporation controlled by Neos Partners, LP (collectively, the "Selling Stockholders"), in each case, at a public offering price of $27.00 per share. On February 9, 2026, the Corporation and the Selling Stockholders completed the sale of 2,487,964 and 5,912,036 shares of Class A common stock, respectively, pursuant to the exercise in full of the underwriters' overallotment option. From the IPO and exercise of the underwriters' overallotment option, the Corporation received $491.8 million in proceeds, net of underwriting discounts and commissions, which was used to indirectly purchase 19,074,391 capital ownership interests (“Opco LLC Interests”) of Opco, and Opco utilized the net proceeds it received from the sale of Opco LLC Interests to the Corporation to redeem Opco LLC Interests from Forgent Parent II LP and Forgent Parent III LP (the “Existing Opco LLC Owners”). The Corporation did not receive any of the proceeds from the sale of Class A common stock by the Selling Stockholders. Immediately prior to the IPO and following the IPO, Forgent Intermediate LLC was, and will be, a wholly owned subsidiary of the Corporation and will be the managing member and own all of the limited liability company units of Forgent Intermediate II LLC. In turn, Forgent Intermediate II LLC will be the managing member of Opco. Forgent Intermediate LLC and Forgent Intermediate II LLC, collectively, own a majority of the Opco LLC Interests, and the remaining Opco LLC Interests are owned by the Existing Opco LLC Owners. As a result, the Corporation is the indirect sole managing member of Opco and indirectly owns 76.65% of the economic interests of Opco. Accordingly, the Corporation will consolidate the financial results of Opco and report non-controlling interest in the Corporation's consolidated financial statements related to the interest held by the Existing Opco LLC Owners. See Note 4, "Subsequent Events."

Cash

All cash, as of the balance sheet date, was cash on hand and is carried at fair value, which approximates carrying value.

Income Taxes

The Corporation is treated as a subchapter C corporation and, therefore, is subject to federal, state and local income taxes. Opco continues to be recognized as a limited liability company, a pass-through entity for income tax purposes.

3. Stockholder’s Equity

On July 21, 2025, the Corporation was authorized to issue 100 shares of common stock, $0.001 par value. On July 24, 2025, the Corporation issued 100 shares of common stock for $0.10, all of which were acquired by an affiliate.

4. Subsequent Events

Reorganization Transactions

In connection with the IPO disclosed in Note 2, "Summary of Significant Accounting Policies," the Corporation and Opco completed a series of transactions (the "Reorganization Transactions"), including the following:

•the limited liability company agreement of Opco (the "Amended and Restated Opco LLC Agreement") was amended and restated to, among other things, (i) provide for a new single class of capital ownership interests of Opco LLC Interests in Opco, (ii) exchange all of the then existing membership interests of the holders of Opco capital ownership interests for Opco LLC Interests and (iii) appoint Forgent Intermediate II LLC, a wholly-owned, indirect subsidiary of the Corporation, as the sole managing member of Opco;

•the Corporation's certificate of incorporation (the "Amended and Restated Certificate of Incorporation") was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock (as defined below) with voting rights but no economic rights and (iii) issue 90,167,635 shares of Class B common stock to the former Existing Opco LLC Owners on aone-to-one basis with the number of Opco LLC Interests they owned prior to the IPO;

•Forgent Parent I LP contributed 100% of the equity interests of Forgent Intermediate LLC to the Corporation in exchange for 210,055,933 shares of Class A common stock of the Corporation, and Forgent Intermediate LLC merged with and into Forgent Intermediate Merger Sub LLC, with Forgent Intermediate Sub LLC surviving and renamed Forgent Intermediate LLC;

•the acquisition by Forgent Intermediate LLC, by merger, of Opco LLC Interests held by Forgent Blocker I LLC and Forgent Blocker II LLC (each, a “Blocker”), for which the Corporation issued 4,205,321 shares of Class A common stock as merger consideration (the "Blocker Merger").

Amended and Restated Certificate of Incorporation

The Corporation's Amended and Restated Certificate of Incorporation (which was filed with the Secretary of State of the State of Delaware on February 4, 2026), provides for, among other things, the (i) authorization of 2,000,000,000 shares of Class A common stock with a par value of $0.00001 per share ("Class A common stock"); (ii) authorization of 100,000,000 shares of Class B common stock with a par value of $0.00001 per share ("Class B common stock"); (iii) authorization of 20,000,000 shares of preferred stock with a par value of $0.00001 per share that may be issued from time to time by the Corporation's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered terms.

Holders of Class A common stock and Class B common stock are entitled toone vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Corporation. Shares of Class B common stock may only be issued to the extent necessary to maintain theone-to-one ratio between the number of Opco LLC Interests held by the Existing Opco LLC Owners and their permitted transferees and the number of shares of Class B common stock held by the Existing Opco LLC Owners and their permitted transferees. Shares of Class B common stock are transferable only together with an equal number of Opco LLC Interests. Shares of Class B common stock will be canceled on aone-for-one basis if an Existing Opco LLC Owner elects to redeem their Opco LLC Interests in exchange for, at the Corporation's election, newly issued shares of Class A common stock or cash.

The Corporation must, at all times, maintain aone-to-one ratio between the number of shares of Class A common stock issued by the Corporation and the number of Opco LLC Interests owned by the Corporation (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Tax Receivable Agreement

On February 4, 2026, the Corporation entered into a Tax Receivable Agreement (the "TRA") with the Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP (collectively, the “Continuing Equity Owners”). The TRA provides for the payment by the Corporation to the Continuing Equity Owners of 85% of the amount of tax savings, if any, in U.S. federal, state and local income tax that the Corporation actually realizes, or in certain circumstances is deemed to realize, as a result of (i) the Corporation’s allocable share of tax basis attributable to its acquisition or ownership of Opco LLC Interests, (ii) certain tax attributes the Corporation acquired from the Blockers in the Blocker Mergers (including net operating losses and the Blockers’ allocable share of tax basis), (iii) increases in the Corporation’s 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 and future redemptions or exchanges of Opco LLC Interests, (iv) imputed interest arising from any payments the Corporation makes under the TRA and (v) certain other tax benefits related to entering into the TRA, including certain payments made under the TRA.

2026 Incentive Award Plan

In February 2026, the Corporation's stockholder approved the 2026 Incentive Award Plan (the "Incentive Plan"), which became effective in connection with the IPO. The Incentive Plan is administered by the Compensation Committee. The Corporation's Board of Directors has the authority to amend and modify the Incentive Plan, subject to any stockholder approval. The Corporation granted 670,185 restricted stock units ("RSUs") to certain of its directors, officers, and employees at the IPO grant date fair value of $27.00 per share with an aggregate fair value of $18.1 million, and the RSUs generally vest annually overone tothree years.

Registration Rights Agreement

In connection with the IPO, the Corporation entered into a Registration Rights Agreement (the “RRA”) with the Continuing Equity Owners. The RRA provides that the Corporation agrees to use its reasonable best effort to file, at any time after 180 days following the IPO and the expiration of any related lock-up period, a registration statement registering the sale of its Class A common stock issuable to or held by Continuing Equity Owners and to use its reasonable best efforts to ensure the registration statement is approved in a timely manner. The RRA also requires the Corporation to maintain an effective registration statement or to ensure it takes the necessary procedures to reactivate the registration statement in the event of an expiration. Under the RRA, the Continuing Equity Owners are entitled to initiate underwritten offerings, subject to certain customary limitations, and the RRA also provides for customary “piggyback” registration rights.

Stockholders Agreement

In connection with the IPO, the Corporation entered into a Stockholders Agreement with the Continuing Equity Owners (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, the Continuing Equity Owners are entitled to nominate a specified number of up tofive directors to the Corporation's Board of Directors so long as the Neos Partners I LP and its Affiliates (the "Neos Group", as defined in the Stockholders Agreement) beneficially own shares of voting stock representing, in the aggregate, at least 35% of our then outstanding voting stock. The Stockholders Agreement will also provide that, until the Neos Group 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 Corporation or its subsidiaries will require the prior written consent of the Continuing Equity Owners.