Exhibit 99.1
Name and Address of Reporting Person: |
Neos Partners, LP |
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12400 High Bluff Drive, Suite 650 |
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San Diego, CA 92130 |
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Issuer Name and Ticker or Trading Symbol: |
Forgent Power Solutions, Inc. [FPS] |
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Date of Earliest Transaction Required to be |
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Reported (Month/Day/Year): |
March 30, 2026 |
Footnotes to Form 4
(1) This report is filed by the following Reporting Persons: Neos Partners, LP (“Neos Partners”); Neos Partners GP, LLC; Neos Partners I GP LLC; Neos Partners I LP; Neos Partners I-A LP; Neos Partners I-B LP; Neos Partners I Expansion LP; Neos Partners I Expansion GP LLC; Forgent Parent I LP; Forgent Parent I GP LLC; Forgent Parent II LP; Forgent Parent II GP LLC; Forgent Parent III LP; Forgent Parent III GP LLC; Forgent Parent IV LP; Forgent Parent IV GP LLC (collectively with their affiliates, the “Neos Entities”); Peter Jonna; Trey Bivins; Frank Cannova; Serge Gofer and David Savage. This Form 4 is in three identical parts and is jointly filed with the Reporting Persons in all parts. See Remarks.
(2) Pursuant to the Second Amended & Restated Limited Liability Company Agreement of Forgent Power Solutions LLC, dated as of February 4, 2026, Opco LLC Interests (as defined therein) held by the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, or, at the Issuer’s election, a cash payment, in each case, subject to certain exceptions, conditions and adjustments. The Opco LLC Interests have no expiration date.
(3) Represents the redemption and exchange (the “Redemption”) of 5,935,737 Opco LLC Interests held by Forgent Parent II LP and 4,847,468 Opco LLC Interests held by Forgent Parent III LP (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities) for an equal number of shares of Class A common stock of the Issuer to be sold pursuant to the public offering of the common stock of the Issuer (including the full exercise of the underwriters’ over-allotment option) pursuant to the prospectus dated March 26, 2026, and accompanying registration statement on Form S-1 (File No.333-294578) (the “Offering”).
(4) Represents shares of Class A common stock directly held following the Redemption as follows: 165,619,933 by Forgent Parent I LP; 5,935,737 by Forgent Parent II LP; 4,847,468 by Forgent Parent III LP; and 3,315,712 by Forgent Parent IV LP.
(5) Represents shares of Class A common stock sold pursuant to the Offering as follows: 23,213,878 by Forgent Parent I LP; 5,935,737 by Forgent Parent II LP; 4,847,468 by Forgent Parent III LP; and 502,917 by Forgent Parent IV LP.
(6) Represents a price per share equal to the public offering price of $29.50 per share, net of underwriting discounts and commissions.
(7) Following the reported transactions, Neos Partners controls entities that directly hold shares of Class A common stock of the Issuer as follows: (i) 142,406,055 by Forgent Parent I LP; and (ii) 2,812,795 by Forgent Parent IV LP.
(8) Represents previously granted restricted stock unit (“RSU”) awards in respect to the Issuer’s Class A common stock that vest on the earlier of (a) the first anniversary of the grant date and (b) the day immediately prior to the Company’s first annual meeting following the grant date, subject to the Neos Directors’ continued service with on the Issuer’s board of directors and the terms of the applicable award agreement, as follows: 12,808 to Peter Jonna; 8,487 to Trey Bivins; 8,487 to Frank Cannova; 8,487 to Serge Gofer; and 8,487 to David Savage. RSUs granted by the Issuer to Neos Directors are held by each of the Neos Directors for the benefit of the Neos Entities pursuant to the operative agreements of the Neos Entities, in which the Neos Directors may have an indirect pecuniary interest.