fps-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-43102

___________________________________

Forgent Power Solutions, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware						39-3386651
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

11500 Dayton Parkway Dayton, MN						55369
(Address of Principal Executive Offices)						(Zip Code)

(763) 588-0536

Registrant’s telephone number, including area code

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


Title of each class	Trading Symbol(s)	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class of Common Stock	Number of Shares Outstanding
Class A Common Stock, $0.00001 par value per share	244,118,850	shares outstanding as of May 7, 2026
Class B Common Stock, $0.00001 par value per share	60,310,039	shares outstanding as of May 7, 2026

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) contains 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 include statements that are not historical facts 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 (“EHS”) 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 Note 11, “Payable Pursuant to the Tax Receivable Agreement” included herein), confers certain benefits upon the Continuing Equity Owners (as defined in Note 2, “Summary of Significant Accounting Policies” included herein) 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 (“Sponsor”) will have significant influence over us and its interests may conflict with our interests and the interests 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 risk factors described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in our final prospectus, dated March 26, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, (the “Prospectus”) and other cautionary statements included in this Quarterly Report.

The forward-looking statements included in this Form 10-Q represent our management's belief 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.

TABLE OF CONTENTS


		Page
Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Stockholder 's / Member's Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		43

Table of Contents

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

FORGENT POWER SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)


	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
Commitments and Contingencies (Note 21)
Stockholder's Equity / Member's Equity
Member’s equity	—		374,534

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

See Accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

FORGENT POWER SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands)


	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

					Period from February 5, 2026 to March 31, 2026
Earnings per share of Class A common stock:
Basic					$	0.08
Diluted					$	0.08

Weighted average shares of Class A common stock outstanding:
Basic					233,735
Diluted					233,902

See Accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

FORGENT POWER SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S / MEMBER'S EQUITY (UNAUDITED)

(in thousands)

For the three and nine months ended March 31, 2026


			Class A Common Stock			Class B Common Stock
	Member's Equity		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interests		Total Member’s / Stockholder's Equity
Balance at June 30, 2025	$	374,534	—	$	—	—	$	—	$	—	$	—	$	198,752	$	573,286
Equity-based compensation	560		—	—		—	—		—		—		—		560
Distributions	(1,440)		—	—		—	—		—		—		—		(1,440)
Net income	10,013		—	—		—	—		—		—		5,543		15,556
Balance at September 30, 2025	383,667		—	—		—	—		—		—		204,295		587,962
Equity-based compensation	1,627		—	—		—	—		—		—		—		1,627
Net income (loss)	246		—	—		—	—		—		—		(337)		(91)
Balance at December 31, 2025	$	385,540	—	—		—	—		—		—		203,958		589,498
Equity-based compensation prior to Organizational Transactions	302		—	—		—	—		—		—		—		302
Net loss prior to Organizational Transactions	(1,339)		—	—		—	—		—		—		(449)		(1,788)
Effect of Organizational Transactions	(384,503)		214,261,254	2		90,167,635	1		378,105		6,395		—		—
Issuance of Class A common stock sold in IPO, net of underwriting discounts and commissions	—		19,074,391	—		—	—		491,833		—		—		491,833
Purchase of Opco LLC Interests and Class B common stock related to IPO	—		—	—		(19,074,391)	—		(491,833)		—		—		(491,833)


Deferred tax adjustments related to Tax Receivable Agreement related to IPO	—		—	—		—	—		(20,200)		—		—		(20,200)
Issuance of Class A common stock sold in follow-on offering, net of underwriting discounts	—		10,783,205	—		—	—		308,561		—		—		308,561
Purchase of Opco LLC Interests and Class B common stock related to follow-on offering	—		—	—		(10,783,205)	—		(308,561)		—		—		(308,561)
Deferred tax adjustments related to Tax Receivable Agreement related to follow-on offering	—		—	—		—	—		11,553		—		—		11,553
Net income	—		—	—		—

SEC Form 10-Q filed by Forgent Power Solutions Inc.