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- Material Weakness (unchanged) — The filing discloses a material weakness in internal controls over financial reporting that may prevent timely reporting of financial information.
- Related-Party (new) — Tax Receivable Agreement requires company to pay existing owners approximately $832.3M over fifteen years (85% of tax savings from future redemptions); termination payment would be $535.7M if terminated immediately after this offering.
Forgent Power Solutions prices 43.7M-share IPO at $49.00/share: $695.4M net to company, $1.39B to selling stockholders
Filed July 2, 2026 · ~3 min read
Offering filing cluster
Same offering- S-1 Jun 29, 2026 Forgent Power Solutions prices 35M-share IPO at $29.50, raising $344.3M for the company EDGAR →
- 424B4 Jul 2, 2026 This filing EDGAR →
Key Changes
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high
Offering comprises 14.6M primary shares ($695.4M net proceeds to company) and 29.1M secondary shares ($1.39B to selling stockholders). Company will use all net proceeds to purchase Opco LLC Interests, which Opco will use to redeem interests from existing owners — proceeds flow through to insiders, not to operations.
The Offering / Use of Proceeds view on EDGAR → -
high
Implied post-offering market cap: $8.1B at $49.00/share (274.5M shares outstanding). Revenue grew 86% to $958.4M in 9mo ended March 31, 2026; GAAP net income $39.9M (up from $22.2M prior year). Backlog increased 20% to ~$2.4B by May 31, 2026.
Prospectus Summary / MD&A verify on EDGAR → -
high
Data centers represent 42% of fiscal 2025 revenue. Company warns that if AI investment slows — due to reduced interest, regulation, or AI failing to deliver expected results — FPS may not achieve anticipated growth.
Risk Factors verify on EDGAR →
4 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Source-verified from EDGAR · Narrative written by AI · Jul 6, 2026 · How we verify