| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/05/2026 |
3. Issuer Name and Ticker or Trading Symbol
Forgent Power Solutions, Inc. [ FPS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Incentive units | (1) | (3) | Class A common stock | 506,428(2) | (3) | D(4)(5) | |
| Explanation of Responses: |
| 1. The incentive units represent a right to receive distributions from Forgent Parent I LP, and is intended to constitute profits interests for federal income tax purposes. Following the consummation of the Issuer's initial public offering, unvested incentive units will vest in eight equal three-month installments if the Reporting Person is, and has continuously been, employed or engaged by the Issuer through the applicable vesting date. Distributions on incentive units are determined by, and subject to the conditions of, the terms of the applicable limited partnership agreement, and may be paid in (i) an equivalent number of shares of the Issuer's Class A common stock based on its then-current value or, (ii) at the election of Forgent Parent I LP, cash. |
| 2. Represents the equivalent number of shares of Class A common stock of the Issuer represented by the Reporting Person's incentive units in the Forgent Parent Entities, based upon the initial public offering price of the Class A common stock, which amount is subject to adjustment in accordance with the terms of the applicable limited partnership agreement, as it may be amended from time to time. |
| 3. Not applicable. |
| 4. The Reporting Person may be deemed to beneficially own shares of Class A common stock underlying the incentive units to the extent of his direct or indirect pecuniary interest in the profits, capital accounts or distributions on such incentive interests. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any. |
| 5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest. |
| Remarks: |
| Exhibit 24 - Power of Attorney (filed herewith). |
| By: /s/ Tyson Hottinger | 02/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||