Exhibit 99.1
Name and Address of Reporting Person: |
Neos Partners, LP |
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12770 El Camino Real, Suite 300 |
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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): |
June 1, 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 8,726,088 Opco LLC Interests held by Forgent Parent II LP and 7,126,231 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 May 28, 2026, and accompanying registration statement on Form S-1 (File No. 333-296245) (the “Offering”).
(4) Represents shares of Class A common stock directly held following the Redemption as follows: 140,499,211 by Forgent Parent I LP; 8,726,088 by Forgent Parent II LP; 7,126,231 by Forgent Parent III LP; 2,812,795 by Forgent Parent IV LP; and 1,906,844 by Neos Partners I Expansion GP LLC (as a result of a distribution for no additional consideration from Forgent Parent I LP in accordance with the applicable fund documents, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
(5) Represents shares of Class A common stock sold pursuant to the Offering as follows: 32,030,346 by Forgent Parent I LP; 8,726,088 by Forgent Parent II LP; 7,126,231 by Forgent Parent III LP; and 739,335 by Forgent Parent IV LP.
(6) Represents a price per share equal to the public offering price of $47.00 per share, net of underwriting discounts and commissions.
(7) Represents shares of Class A common stock directly held following the Offering as follows: (i) 108,468,865 by Forgent Parent I LP; (ii) 2,073,460 by Forgent Parent IV LP; and (iii) 1,906,844 by Neos Partners I Expansion GP LLC.
(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 on the Issuer’s board of directors and the terms of the applicable award agreement, as follows: 12,808 to Peter Jonna; 8,487