
Forgent Power Solutions, Inc. (NYSE:FPS) (&#34;Forgent&#34; or the &#34;Company&#34;), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial

<p xmlns="http://www.w3.org/1999/xhtml">
Forgent Power Solutions, Inc. (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/FPS">FPS</a>) ("Forgent" or the "Company"), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced the pricing of an upsized public offering of its Class A common stock at a public offering price of $47.00 per share. The offering consists of 28,542,420 shares of Class A common stock being offered by parent entities of the Company controlled by Neos Partners, LP (the "Selling Stockholders") and 13,737,580 shares of Class A common stock being offered by Forgent. In addition, the Selling Stockholders and the Company granted the underwriters a 30-day option to purchase up to an additional 4,227,261 shares and 2,114,739 shares, respectively, of Class A common stock at the public offering price, less underwriting discounts and commissions.

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Forgent will not receive any proceeds from the sale of shares by the Selling Stockholders and the net proceeds Forgent receives from the sale of its shares will be used to redeem interests in an operating subsidiary held by certain existing equity owners controlled by Neos Partners, LP. The operating subsidiary will bear or reimburse the Company for all of the expenses of the offering.

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The closing of the offering is expected to occur on June 1, 2026, subject to customary closing conditions.

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Goldman Sachs &amp; Co. LLC, Jefferies and Morgan Stanley are acting as joint lead book-running managers for the offering. J.P. Morgan, BofA Securities and Barclays are acting as bookrunners for the offering. TD Cowen, MUFG, Wolfe &#x7C; Nomura Alliance, KeyBanc Capital Markets, Oppenheimer &amp; Co. and Stifel are acting as passive bookrunners for the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The offering of these securities is being made only by means of a prospectus. When available, copies of the final prospectus relating to the offering may be obtained for free by visiting EDGAR on the Securities and Exchange Commission's (the "SEC") website at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54543967&amp;newsitemid=20260528636840&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=5f641ffdf8d67fb312d1b6b1f18b8828" shape="rect">www.sec.gov</a>. Alternatively, copies of the final prospectus may be obtained from: Goldman Sachs &amp; Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at +1 (866) 471-2526, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus-ny@ny.email.gs.com" shape="rect">prospectus-ny@ny.email.gs.com</a>; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at +1 (877) 821-7388, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus_department@jefferies.com" shape="rect">prospectus_department@jefferies.com</a>; or Morgan Stanley &amp; Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

</p><p xmlns="http://www.w3.org/1999/xhtml">
A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on May 28, 2026. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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<b xmlns="http://www.w3.org/1999/xhtml">About Forgent Power Solutions, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Forgent 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.

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<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b>

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This press release contains forward-looking statements. Forward-looking statements include all 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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. These factors include but are not limited to those described under "Risk Factors" in Forgent's registration statement on Form S-1, as amended, relating to the public offering. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. Except as required by law, Forgent assumes 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.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260528636840r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260528636840/en/" rel="nofollow">https://www.businesswire.com/news/home/20260528636840/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Investor Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Kate Africk
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:kate.africk@forgentpower.com" shape="rect">kate.africk@forgentpower.com</a>

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<b xmlns="http://www.w3.org/1999/xhtml">Media Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:media@forgentpower.com" shape="rect">media@forgentpower.com</a>

</p>

Forgent Power Solutions Announces Pricing of Upsized Public Offering of Class A Common Stock

Forgent Upsizes Stock Offering, Dilution Risk Ahead for FPS

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>Forgent Power Solutions, Inc. (NYSE:FPS) (&amp;#34;Forgent&amp;#34; or the &amp;#34;Company&amp;#34;), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Forgent Power Solutions announced an upsized public offering totaling 42.28 million Class A shares at $47, consisting of 28.54 million shares by Neos-controlled sellers and 13.74 million new shares by Forgent. A 30-day greenshoe could add roughly 6.34 million more shares. Proceeds to Forgent will redeem a subsidiary, signaling near-term dilution with potential balance-sheet relief.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Forgent upsizes offering to 42.28M Class A shares at $47.</li><li>Forgent&#039;s new-share portion funds redeeming a subsidiary; selling-stockholder portion is secondary.</li><li>30-day option could add about 6.34M shares.</li><li>Closing expected June 1, 2026; Form S-1 effective May 28.</li><li>Dilution and near-term FPS price risk, offset by potential balance-sheet improvements.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Forgent Power Solutions, Inc. (FPS)</strong>: Upsized offering; new primary shares dilute existing holders; proceeds used to redeem subsidiary.</li><li><strong>Neos Partners, LP (N/A)</strong>: Selling stockholders; secondary sale increases float and does not provide FPS cash.</li><li><strong>Goldman Sachs &amp; Co. LLC (GS)</strong>: Joint lead book-running manager for the offering.</li><li><strong>Jefferies LLC (JEF)</strong>: Bookrunner for the offering; indicates underwriting support.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The news describes a financing event that dilutes equity and alters balance sheet, with a near-term price catalyst around closing.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Primary issuance dilutes FPS shares; near-term price pressure anticipated.</li><li>Secondary sale by Neos-controlled holders adds float but no cash to FPS.</li><li>Greenshoe could add up to 6.34M shares, expanding dilution.</li><li>June 1, 2026 closing date serves as a near-term catalyst.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Total shares offered: 42,280,000 (28,542,420 by Neos-controlled sellers; 13,737,580 by Forgent).</li><li>Public offering price: $47.00 per share.</li><li>30-day option to purchase up to 6,342,000 additional shares.</li><li>Closing of the offering expected on June 1, 2026.</li><li>Registration statement on Form S-1 declared effective May 28, 2026.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term FPS downside risk from dilution, with potential relief post-closing on June 1, 2026 if leverage improves.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml">
Forgent Power Solutions, Inc. (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/FPS">FPS</a>) ("Forgent" or the "Company"), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced the pricing of an upsized public offering of its Class A common stock at a public offering price of $47.00 per share. The offering consists of 28,542,420 shares of Class A common stock being offered by parent entities of the Company controlled by Neos Partners, LP (the "Selling Stockholders") and 13,737,580 shares of Class A common stock being offered by Forgent. In addition, the Selling Stockholders and the Company granted the underwriters a 30-day option to purchase up to an additional 4,227,261 shares and 2,114,739 shares, respectively, of Class A common stock at the public offering price, less underwriting discounts and commissions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Forgent will not receive any proceeds from the sale of shares by the Selling Stockholders and the net proceeds Forgent receives from the sale of its shares will be used to redeem interests in an operating subsidiary held by certain existing equity owners controlled by Neos Partners, LP. The operating subsidiary will bear or reimburse the Company for all of the expenses of the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The closing of the offering is expected to occur on June 1, 2026, subject to customary closing conditions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Goldman Sachs &amp; Co. LLC, Jefferies and Morgan Stanley are acting as joint lead book-running managers for the offering. J.P. Morgan, BofA Securities and Barclays are acting as bookrunners for the offering. TD Cowen, MUFG, Wolfe &#x7C; Nomura Alliance, KeyBanc Capital Markets, Oppenheimer &amp; Co. and Stifel are acting as passive bookrunners for the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The offering of these securities is being made only by means of a prospectus. When available, copies of the final prospectus relating to the offering may be obtained for free by visiting EDGAR on the Securities and Exchange Commission's (the "SEC") website at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54543967&amp;newsitemid=20260528636840&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=5f641ffdf8d67fb312d1b6b1f18b8828" shape="rect">www.sec.gov</a>. Alternatively, copies of the final prospectus may be obtained from: Goldman Sachs &amp; Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at +1 (866) 471-2526, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus-ny@ny.email.gs.com" shape="rect">prospectus-ny@ny.email.gs.com</a>; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at +1 (877) 821-7388, or by email at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:prospectus_department@jefferies.com" shape="rect">prospectus_department@jefferies.com</a>; or Morgan Stanley &amp; Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

</p><p xmlns="http://www.w3.org/1999/xhtml">
A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on May 28, 2026. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Forgent Power Solutions, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Forgent 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
This press release contains forward-looking statements. Forward-looking statements include all 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.

</p><p xmlns="http://www.w3.org/1999/xhtml">
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. These factors include but are not limited to those described under "Risk Factors" in Forgent's registration statement on Form S-1, as amended, relating to the public offering. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. Except as required by law, Forgent assumes 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.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260528636840r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260528636840/en/" rel="nofollow">https://www.businesswire.com/news/home/20260528636840/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Investor Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Kate Africk
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:kate.africk@forgentpower.com" shape="rect">kate.africk@forgentpower.com</a>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Media Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:media@forgentpower.com" shape="rect">media@forgentpower.com</a>

</p>

Forgent Power Solutions announced an upsized public offering totaling 42.28 million Class A shares at $47, consisting of 28.54 million shares by Neos-controlled sellers and 13.74 million new shares by Forgent. A 30-day greenshoe could add roughly 6.34 million more shares. Proceeds to Forgent will redeem a subsidiary, signaling near-term dilution with potential balance-sheet relief.

Forgent Power Solutions Announces Pricing of Upsized Public Offering of Class A Common Stock

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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