Form 8-K

8-K — Forgent Power Solutions, Inc.

Accession: 0002080126-26-000017

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002080126

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fps-20260514.htm (Primary)

EX-99.1 (exhibit991earningsrelease_.htm)

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GRAPHIC (image.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fps-20260514.htm · Sequence: 1

fps-20260514

0002080126FALSE00020801262026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 14, 2026

Date of Report (date of earliest event reported)

___________________________________

Forgent Power Solutions, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

001-43102

(Commission File Number)

39-3386651

(I.R.S. Employer Identification Number)

11500 Dayton Parkway

Dayton, MN 55369

(Address of principal executive offices and zip code)

(763) 588-0536

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

FPS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

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 13(a) of the Exchange Act. o

Item 2.02 - Results of Operations and Financial Condition

On May 14, 2026, Forgent Power Solutions, Inc. issued a press release announcing its financial results for its third fiscal quarter ended March 31, 2026.

A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A reconciliation of certain non-GAAP financial measures to their comparable GAAP financial measures is contained in the press release.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated May 14, 2026 announcing financial results for its third fiscal quarter ended March 31, 2026

101

Interactive Data File

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Forgent Power Solutions, Inc.

Date:

May 14, 2026

By:

/s/ Tyson Hottinger

Name:

Tyson Hottinger

Title:

Chief Legal Officer

EX-99.1

Filename: exhibit991earningsrelease_.htm · Sequence: 2

Document

Exhibit 99.1

Forgent Reports Third Quarter 2026 Results, Raises Fiscal 2026 Guidance

on Record Orders, Backlog and Sequential Margin Expansion

Fiscal Third Quarter 2026 Highlights

•Revenues of $379 million, an increase of 103% year-over-year

•Bookings of $867 million, an increase of 308% year-over-year; Book-to-bill ratio of 2.3x

•Backlog of $1.98 billion, an increase of 157% year-over-year and 33% quarter-over-quarter, respectively

•Net Income of $24 million, an increase of 190% year-over-year

•Net Income margin of 6.5%, an increase of ~650 bps quarter-over-quarter

•Adjusted EBITDA of $85 million, an increase of 96% year-over-year

•Adjusted EBITDA margin of 22.4%, an increase of ~200 bps quarter-over-quarter

•Adjusted Net Income of $55 million, an increase of 132% year-over-year

•Cash flow from operations of $29 million, an increase of $37 million year-over-year

Updated Full Year Fiscal 2026 Guidance

•Revenues in the range of $1,350 to $1,390 million, representing 82% YoY growth at the midpoint

•Adjusted EBITDA in the range of $310 to $320 million, representing 86% YoY growth at the midpoint

•Adjusted Net Income in the range of $197 to $207 million, representing 128% YoY growth at the midpoint

DAYTON, MN - May 14, 2026 - Forgent Power Solutions, Inc. ("Forgent" or the "Company") (NYSE: FPS), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced financial results for its fiscal third quarter ended March 31, 2026.

Forgent reported fiscal third quarter revenues of $379 million, an increase of $192 million, or 103%, compared to the prior year’s quarter. Bookings in the quarter were the highest in the Company’s history at $867 million, representing an increase of 308% year-over-year and 14% quarter-over-quarter. The Company’s book-to-bill ratio was 2.3x, compared with 1.1x in the prior year’s quarter. As of March 31, 2026, Forgent’s backlog reached a record $1.98 billion, representing an increase of 157% and 33%, versus March 31, 2025 and December 31, 2025, respectively.

“Demand for our products continues to outpace our expectations. Year-over-year growth in both revenues and orders was higher in the third quarter than in the second, despite growing off a larger base. These results reflect the success of our manufacturing expansion, robust demand across our data center and grid end markets, and our differentiated ability to deliver customized solutions at scale with some of the shortest lead times in the industry,” said Gary Niederpruem, Chief Executive Officer of Forgent. Mr. Niederpruem added, “In an environment where speed-to-power and technical agility are defining project success, customers are increasingly choosing Forgent for our ability to deliver highly customized solutions with greater timeline certainty, supported by our vertical integration, agile manufacturing model and deep engineering expertise.”

Net Income for the fiscal third quarter was $24 million, an increase of $16 million or 190%, compared to the prior year’s quarter. Adjusted Net Income for the fiscal third quarter was $55 million, an increase of $31 million or 132%, compared to the prior year’s quarter. Net Income and Adjusted Net Income increased primarily due to higher gross profit, partially offset by higher selling, general and administrative costs. Net Income margin was 6.5% in the third quarter, approximately 650 basis points higher sequentially, as the second quarter included the write-off of $10 million of deferred financing costs related to the refinancing of the Company’s term loan.

Adjusted EBITDA for the fiscal third quarter was $85 million, an increase of $41 million or 96%, compared to the prior year’s quarter. Adjusted EBITDA increased primarily due to higher gross profit, partially offset by higher selling, general and administrative costs. Adjusted EBITDA margin was 22.4% in the quarter, representing an increase of approximately 200 basis points quarter-over-quarter. Adjusted EBITDA margin expanded sequentially as revenue growth outpaced operating cost growth. Gross margin expanded modestly in the quarter, but was impacted by under-absorbed labor costs

related to accelerated headcount growth, under-absorbed fixed overhead relating to new campuses ramping toward their target production rates and one-time startup costs at new campuses.

“We are raising our guidance to reflect the accelerating demand we are seeing across our business, and we are fully booked against our fourth quarter plan. While our margins continue to be impacted by accelerated hiring and one-time costs at our new facilities, the pace of revenue growth is enabling us to absorb investments in headcount and facilities more quickly,” said Ryan Fiedler, Chief Financial Officer of Forgent. Mr. Fiedler added, “Those items had less of an impact this quarter than last quarter, falling from approximately 2.0% of revenues in the second quarter to 1.8% of revenues this quarter. We expect sequential expansion in Adjusted EBITDA margin again in the fourth quarter as higher production volumes continue to drive greater SG&A leverage and absorption of labor and overhead.”

Cash flow from operations improved $37 million year-over-year to $29 million in the third quarter, despite continued working capital investment to support higher planned production volumes in coming quarters. Capital expenditures in the quarter were $28 million and related almost entirely to the Company’s capacity expansion plan, which remains on track to be substantially completed by the end of fiscal 2026. Following completion of the capacity expansion plan, the Company expects it will have the footprint to support up to $5 billion of annual revenues and expects capital expenditures to fall significantly.

“Our third quarter results—across record orders and backlog, accelerating revenue growth, margin expansion, and the transition toward cash generation—reinforces our confidence in the trajectory of the business. We have clear line of sight to closing out a strong fiscal 2026 and entering fiscal 2027 with positive momentum,” concluded Mr. Niederpruem.

Summary of Key Performance Indicators

The table below summarizes our key performance indicators for the quarters ended March 31, 2026 and 2025:

(in thousands)

Three Months Ended

March 31,

2026 2025 % Change

Revenues $378,709 $186,224 103%

Net Income $24,475 $8,439 190%

Adjusted EBITDA(1)

$84,682 $43,254 96%

Adjusted Net Income(1)

$55,272 $23,797 132%

(1)Represents non-GAAP measures. See “Non-GAAP Measures” below for more information.

Updated Fiscal 2026 Guidance

Forgent is raising its fiscal 2026 guidance from the outlook previously provided on March 16, 2026 to reflect accelerating demand for its products, record orders and backlog, and strong execution. Based on backlog, expected production schedules, current business conditions and other factors, the Company now expects its fourth quarter and full year fiscal 2026 results to be within the following ranges:

(in millions)

Fourth Quarter

Fiscal 2026 Guidance Full Year

Fiscal 2026 Guidance

Revenues $392 - $432 $1,350 - $1,390

Adjusted EBITDA(2)

$100 - $110 $310 - $320

Adjusted Net Income(2)

$67 - $77 $197 - $207

(2)Represents forward-looking non-GAAP financial measures. See “Non-GAAP Measures” below for more information.

Conference Call Information

The Company will host a conference call on May 14, 2026 at 11:00 a.m. Eastern Time to discuss its fiscal third quarter 2026 financial results and outlook. A webcast of the live conference call will be available on the Investor Relations section of the Company's website at ir.forgentpower.com. A replay of the conference call will be available for one year following the webcast.

About Forgent Power Solutions

Forgent (NYSE: FPS) is a leading U.S. designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities. The Company specializes in manufacturing custom products that are “engineered-to-order” for technically demanding applications. We believe Forgent is one of a small number of companies that can manufacture all of the electrical distribution equipment required for a data center or large manufacturing facility's powertrain with some of the highest levels of customization and shortest lead times available in the industry. For more information about Forgent, please visit us at forgentpower.com.

Investor Contact

Kate Africk - Investor Relations, VP

kate.africk@forgentpower.com

Media Contact

media@forgentpower.com

Cautionary Note Regarding Forward-Looking Statements

This press release and accompanying audio webcast contain forward-looking statements that are based on our management’s beliefs, expectations and assumptions and currently available information. 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 may be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” and similar expressions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent risks, uncertainties and other changes in circumstances we cannot predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements and you should not place undue reliance on such statements.

Important factors that could cause actual results to differ materially from our expectations include 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 raw materials, such as electrical steel, carbon steel, aluminum or copper, or labor costs 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 artificial intelligence; 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 we expect or on 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 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 (as defined in our filings with the SEC), confers certain benefits upon the Continuing Equity Owners (as defined in our filings with the SEC) that will not benefit certain holders of our Class A common stock to the same extent it will benefit the Continuing Equity Owners; in certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners 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; Neos Partners, LP will have significant influence over us and its interests may conflict with our interests and the interest 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; 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; and the other factors discussed in the Company’s filings with the SEC.

The forward-looking statements included in this document represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements as a result of new information, future events or otherwise.

Non-GAAP Measures

This press release contains certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP). These non-GAAP financial measures are presented as supplemental information to provide additional insight into our operating performance and to enhance the overall understanding of our financial results. We believe these non-GAAP measures are useful to investors because they facilitate comparisons of our core operating results across reporting periods and provide a clearer understanding of the factors and trends affecting our business.

These non-GAAP financial measures should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. There are limitations associated with the use of non-GAAP financial measures, including that they may not be comparable to similarly titled measures used by other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are provided within this press release. The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not

being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

FORGENT INTERMEDIATE LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands; unaudited)

March 31,

2026 June 30,

2025

Assets

Current Assets

Cash and cash equivalents $93,831 $111,322

Accounts receivable, net 274,592 159,970

Inventory, net 179,496 117,577

Prepaid and other current assets 59,528 56,278

Total Current Assets 607,447 445,147

Property and equipment, net 179,374 108,170

Operating lease right of use assets 110,779 117,769

Goodwill 516,629 516,629

Other intangible assets, net 300,265 337,271

Deferred tax assets 131,675 —

Other assets 7,172 11,700

Total Assets $1,853,341 $1,536,686

Liabilities and Stockholders’s Equity / Member's Equity

Current Liabilities

Accounts payable $104,693 $61,943

Accrued expenses 116,612 79,541

Payables pursuant to the acquisitions 1,081 17,226

Deferred revenue 133,514 110,895

Operating lease liabilities, current portion 8,346 6,879

Long-term debt, current portion 6,000 5,173

Total Current Liabilities 370,246 281,657

Long-term debt, net of discount and deferred financing costs, less current portion 578,129 496,934

Payable pursuant to the Tax Receivable Agreement 207,286 —

Deferred tax liability, net — 63,318

Operating lease liabilities, less current portion 115,084 121,491

Total Liabilities 1,270,745 963,400

Stockholder's Equity / Member's Equity

Member’s equity — 374,534

Preferred stock, $0.00001 par value; 20,000,000 shares authorized; none issued and outstanding — —

Class A common stock, $0.00001 par value; 2,000,000,000 shares authorized; 244,118,850 issued and outstanding 2 —

Class B common stock, $0.00001 par value; 100,000,000 shares authorized; 60,310,039 issued and outstanding 1 —

Additional paid-in capital 420,457 —

Retained earnings 26,021 —

Total Stockholder's Equity Attributable to Forgent Power Solutions, Inc. / Member's Equity 446,481 374,534

Non-controlling interests 136,115 198,752

Total Stockholder’s Equity / Member's Equity 582,596 573,286

Total Liabilities and Stockholder’s Equity / Member's Equity $1,853,341 $1,536,686

FORGENT INTERMEDIATE LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands; unaudited)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Revenues $378,709 $186,224 $958,387 $515,575

Cost of Revenues 247,513 118,059 627,483 317,210

Gross Profit 131,196 68,165 330,904 198,365

Operating Expenses

Selling, general, and administrative expenses 78,518 32,108 200,246 87,911

Depreciation and amortization 13,342 13,657 40,069 46,508

Total Operating Expenses 91,860 45,765 240,315 134,419

Income from Operations 39,336 22,400 90,589 63,946

Other Income (Expense)

Interest expense (10,839) (13,219) (45,704) (41,833)

Interest income 701 1,285 2,088 4,509

Other expense (319) (131) (95) (462)

Total Other Expense, net (10,457) (12,065) (43,711) (37,786)

Income Before Tax Expense 28,879 10,335 46,878 26,160

Income Tax Expense (4,404) (1,896) (6,938) (3,953)

Net Income 24,475 8,439 39,940 22,207

Less: net income attributable to non-controlling interests 6,188 1,557 11,394 4,451

Net Income Attributable to Forgent Power Solutions, Inc. $18,287 $6,882 $28,546 $17,756

FORGENT INTERMEDIATE LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands; unaudited)

Nine Months Ended

March 31,

2026 2025

Cash Flows from Operating Activities

Net income $39,940 $22,207

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 50,406 49,775

Amortization / write off of discounts and deferred financing costs 11,682 1,955

Deferred taxes 3,646 (2,909)

Provision (recovery) for credit losses 1,552 (446)

Provision for slowing-moving and excess inventory 3,898 353

Equity-based compensation 5,544 1,272

Reduction in carrying amount of ROU asset, operating leases 6,990 6,037

Changes in assets and liabilities:

Accounts receivable (116,174) (49,811)

Inventory (65,817) (26,689)

Prepaid and other assets (3,987) (16,044)

Accounts payable 42,750 24,717

Accrued expenses 37,071 8,689

Deferred revenue 22,619 34,823

Lease liabilities, operating leases (4,940) (1,698)

Net Cash Provided by Operating Activities 35,180 52,231

Cash Flows from Investing Activities

Purchases of property and equipment (84,604) (43,088)

Net Cash Used in Investing Activities (84,604) (43,088)

Cash Flows from Financing Activities

Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions 491,833 —

Purchase of OpCo LLC Interests from Existing Shareholders with proceeds from IPO (491,833) —

Proceeds from issuance of Class A common stock sold in follow-on offering, net of underwriting discounts and commissions 308,561 —

Purchase of OpCo LLC Interests from Existing Shareholders with proceeds from follow-on offering (308,561) —

Proceeds from long-term debt 594,000 —

Payments on long-term debt (511,110) (3,879)

Debt financing costs (11,757) —

Distribution to member (1,440) —

Payment of payable pursuant to the acquisitions (16,145) (13,066)

Deferred offering costs (21,615) (3,310)

Net Cash Provided by (Used in) Financing Activities 31,933 (20,255)

Net Decrease in Cash and Cash Equivalents (17,491) (11,112)

Cash and Cash Equivalents - Beginning of Period 111,322 186,396

Cash and Cash Equivalents - End of Period $93,831 $175,284

Adjusted EBITDA

Non-GAAP Financial Measures

(Unaudited)

The table below reconciles Net Income (the most directly comparable GAAP measure) to Adjusted EBITDA (a non-GAAP measure) for the periods presented (in thousands):

Three Months Ended March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Net Income $24,475 $8,439 $39,940 $22,207

Interest expense 10,839 13,219 45,704 41,833

Interest income (701) (1,285) (2,088) (4,509)

Income tax expense 4,404 1,896 6,938 3,953

Depreciation expense 6,423 1,444 13,400 3,976

Amortization of intangibles 11,732 13,432 37,006 45,799

Equity-based compensation 3,357 367 5,544 1,272

Sponsor fees and expenses(1)

1,680 2,885 18,818 7,310

Public company readiness costs(2)

16,884 1,648 20,965 2,095

Earnout expenses(3)

— — 5,400 —

Non-recurring integration and consulting fees(4)

5,589 1,209 18,538 2,412

Adjusted EBITDA $84,682 $43,254 $210,165 $126,348

Net Income $24,475 $8,439 $39,940 $22,207

Revenues 378,709 186,224 958,387 515,575

Net Income Margin 6.5% 4.5% 4.2% 4.3%

Adjusted EBITDA $84,682 $43,254 $210,165 $126,348

Revenues 378,709 186,224 958,387 515,575

Adjusted EBITDA Margin 22.4% 23.2% 21.9% 24.5%

(1)Represents fees and expense reimbursements paid to our Sponsor.

(2)Represents non-recurring professional services fees we incurred in connection with readying the Company for our initial public offering 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 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.

Adjusted Net Income

Non-GAAP Financial Measures

(Unaudited)

The table below reconciles Net Income (the most directly comparable GAAP measure) to Adjusted Net Income (a non-GAAP measure) for the periods presented (in thousands):

Three Months Ended March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Net Income $24,475 $8,439 $39,940 $22,207

Amortization of intangibles 11,732 13,432 37,006 45,799

Amortization / write off of discounts and deferred financing costs 672 624 11,682 1,955

Equity-based compensation 3,357 367 5,544 1,272

Sponsor fees and expenses(1)

1,680 2,885 18,818 7,310

Public company readiness costs(2)

16,884 1,648 20,965 2,095

Earnout expenses(3)

— — 5,400 —

Non-recurring integration and consulting fees(4)

5,589 1,209 18,538 2,412

Tax impact of adjustments(5)

(9,117) (4,807) (27,534) (14,464)

Adjusted Net Income $55,272 $23,797 $130,359 $68,586

(1)Represents fees and expense reimbursements paid to our Sponsor.

(3)Represents non-recurring earnout amounts accrued to certain sellers in connection with business acquisitions.

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

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May 14, 2026

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Entity Registrant Name

Forgent Power Solutions, Inc.

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Entity File Number

001-43102

Entity Tax Identification Number

39-3386651

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11500 Dayton Parkway

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City Area Code

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Local Phone Number

588-0536

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Name Exchange Act

-Number 240

-Section 14d

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Title of a 12(b) registered security.

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-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Name Securities Act

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-Section 425

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