FPS — PE Overhang Monitor

Forgent Power Solutions | Neos Partners sell-down | Data as of 2026-07-01 · CCA internal
37.2% / 113.3M sh
OF SHARES OUT STILL TO CLEAR
~2.5 DEALS · DONE ~Q1 2027
DEAL #3 · $49.00 · CLOSES 7/6 NEOS 37.2% → 35.0% $7.2B MONETIZED @ $27→$49 CONTROLLED CO. ENDS 7/6
THE SETUP: Neos has sold 100% → 35% of FPS in five months — four oversubscribed events at ascending prices ($27.00 → $29.50 → $47.00 → $49.00), every greenshoe exercised, deal gaps shrinking 48 → 64 → 34 days. On this cadence the register is clean around Q1 2027. The overhang is real (113.3M shares, ~$5.5B) but it is a fast-burning fuse with a visible end date — and each deal print has been the accumulation window. Full read in the AI Analysis tab.
113.3M sh · 37.2%
Post-#3 base: 83.4M Class A + 29.9M Class B / Opco units
Full-shoe case: 106.7M sh · 35.0%
FPS has never kept a dollar from any of these events — every "primary" tranche is a synthetic secondary whose proceeds redeem Neos-held Opco units. Share count frozen at 304,428,889 since the IPO: pure ownership recycling, zero dilution, zero balance-sheet benefit.
TOTAL ECONOMIC SHARES · 304.4M · CONSTANT SINCE IPO IPO (Feb '26): 64.4M sh @ $27.00 — $1.74B Secondary #1 (Mar '26): 34.5M sh @ $29.50 — $1.02B Secondary #2 (Jun 1 '26): 48.6M sh @ $47.00 — $2.29B Secondary #3 (Jul 1 '26): 43.65M sh @ $49.00 — $2.14B (+6.5M shoe pending) Neos remaining: 113.3M sh (37.2%) — the overhang IPO 64.4 34.5 48.6 43.7 NEOS REMAINING 113.3M · 37.2% you are here ← sold to public: 191.2M sh / $7.2B gross, Feb–Jul 2026 (by deal) · hover for terms still to come · shoe moves 6.5M left (→35.0%) →
Neos combined voting power = economic ownership — prints + projected path
Class A and Class B each carry one vote, so Neos's voting % equals its economic %. Solid = SEC-exact prints; hollow points = CCA projection at the observed cadence (~45M sh/deal, 34–64 day gaps).
50% — control / "controlled company" line 100% 50% 0% Pre-IPO: 100% Post-IPO, full shoe (Feb 9): 78.85% Post #1, full shoe (Mar 30): 67.51% Post #2, full shoe (Jun 1): 51.54% Post #3 w/ shoe (Jul 6 close): 35.05% (37.20% base) Projected deal #4 (~Sep '26, ~48M sh): ~20% Projected deal #5 (~Nov '26, ~45M sh): ~6% — Form 4 / 13G obligations end below 5–10% Projected clean-up block (~Q1 '27): 0% 100% 78.9% 67.5% 51.5% 35.0% ~20% ~6% 0 IPO · 2/5 · $27.00 #1 · 3/25 · $29.50 #2 · 5/28 · $47.00 #3 · 7/1 · $49.00 #4 est. Sep #5 est. Nov clean-up Q1'27
Overhang snapshot
  • Total economic shares (constant since IPO)304,428,889
  • Neos post-#3 — base → full shoe37.2% → 35.0%
  • Neos shares remaining113.3M → 106.7M
  • Value of remaining stake @ $49~$5.5B
  • Deals to clear at current size~2.5
  • Days of ADV to absorb (3.9M sh/d)~29
  • Float (non-sponsor)62.8% · was 21%
  • Neos $ monetized to date$7.18B
  • Next deal window (est.)Sep–Oct 2026
What to watch

Greenshoe decision (≤ Jul 31) — 6.55M sh; 3-for-3 exercised so far. A lapse = first crack in the absorption story.

Aug 4 IPO unlock — optics only: Neos is re-locked to ~Aug 29 under the deal's 60-day agreement. A sell-off is entry, not supply.

FY4Q26 print (~mid-Aug) — the gate to deal #4. Both post-earnings deals launched within ~2 weeks of a beat.

Q2 13Fs (~Aug 14) — first clean read on the institutional register after $7.2B of deals.

Deal #4 (Sep–Oct est.) — ~45M sh takes Neos to ~20%; sub-25% is when consensus can date the end.

Sell-down ledger — every liquidity event since IPO
Click any row for full deal terms. Share counts include exercised greenshoes; every "primary" tranche is a synthetic secondary whose proceeds pass through to Neos.
EventPricedSharesPxGrossNeos afterGap
▶IPOFeb 564.4M$27.00$1.74B78.9%—
Structure
56.0M base + 8.4M shoe — exercised in full Feb 9
True secondary — Parent I & IV LP
45,325,609 sh (incl. shoe)
Synthetic primary → Neos
19,074,391 sh · ~$492M passed through via unit redemption
Pricing
$27.00 — midpoint of the marketed range; began trading 2/6 on NYSE
Neos after
78.85% · 240.0M sh
Lock-up
180 days (officers, directors, Neos) → ~Aug 4 '26
Leads
GS · Jefferies · MS (same three on every deal)
▶Secondary #1Mar 2534.5M$29.50$1.02B67.5%48d
Structure
30.0M base + 4.5M shoe — exercised in full
True secondary — Parent I & IV LP
23,716,795 sh (incl. shoe)
Synthetic primary → Neos
10,783,205 sh · $308.6M passed through via unit redemption
Timeline
Launched 3/24 after close · priced post-close 3/25 · closed 3/30
Neos after
67.51% · 205.5M sh
Lock-up
Fresh 60d; IPO 180d continues on unsold shares
Context
7 weeks post-IPO — "completion of what Neos wanted to float at the IPO"
▶Secondary #2May 2848.6M$47.00$2.29B51.5%64d
Structure
42.28M base + 6.34M shoe — exercised in full = 48.62M
True secondary — Parent I & IV LP
32,769,681 sh (incl. shoe)
Synthetic primary → Neos
15,852,319 sh · $627.9M passed through via unit redemption
Timeline
Underwriting agreement 5/28 · final prospectus 6/1
Neos after
51.54% · 156.9M sh — one deal from losing control
Lock-up
Fresh 60d on this deal; IPO 180d still running on the remainder
Context
2 weeks after the 5/14 FQ3 beat; $47.00 = +74% vs IPO
▶Secondary #3 LatestJul 143.65M*$49.00$2.14B37.2%*34d
Structure
Launched 6/29 at 35.0M → upsized +25% to 43.65M on the book
True secondary — Parent I & IV LP
29,094,075 sh
Synthetic primary → Neos
14,555,925 sh · redeems units from Parent II & III; FPS keeps $0
Pricing
$49.00 = −11.1% vs 6/26 close ($55.13) · $2.139B gross
Greenshoe
6,547,500 sh, 30 days (decision ≤ Jul 31) — 3-for-3 exercised on priors
Close
Jul 6, 2026 — controlled-company status ends
Neos after
37.20% base → 35.05% w/ shoe · 113.3M → 106.7M sh
Lock-up
Fresh 60d ≈ Aug 29 (two of GS/Jef/MS may waive at any time)
Syndicate
GS · Jefferies · MS leads; JPM · BofA · Barclays bookrunners
Roadshow: management group call 6/30 (backlog $2.4B at 5/31, book-to-bill 2.3x, guided sequential Q4 margin expansion) — full call color in the AI Analysis section. Deal launched into accelerating fundamentals.
Total monetized191.2M$7.18B
*Base deal; 35.0% with the shoe. Gap = priced-to-priced, and it is shrinking (48 → 64 → 34 days). Both post-earnings deals launched within ~2 weeks of a beat — the cadence is print-triggered. Company proceeds on every deal buy Opco LLC units that Opco redeems from Neos vehicles: cash passes straight through; FPS has retained $0 across all four events.
UP-C IN ONE BREATH: the listed company is a holding shell over Forgent Power Solutions LLC ("Opco"). Class B = one vote, zero dividends, stapled 1-for-1 to Neos's Opco units, which hold the real economics. Redemption converts unit + cancelled B share into one Class A. Post-close FPS Inc. owns 90.2% of Opco (76.7% at IPO). Both classes carry one vote, so Neos's voting power = its economic stake = 37.2%.
InstrumentOutstanding (post-#3, base)VotesEconomicsHeld by% of votes
Class A common274,527,0941 / shFullFloat 191.2M · Neos 83.4M90.2%
Class B common29,901,7951 / shNoneNeos only (Parent II & III LP)9.8%
Opco LLC units (non-FPS)29,901,795NonePro-rata Opco cash flowsSame Neos vehicles, stapled to B—
Total economic shares304,428,889constant since IPO — pure ownership recycling100%
Mechanics: Opco is managed by an FPS subsidiary, so units carry no vote; Class B votes at FPS Inc. but pays no dividends — the economics sit in the stapled Opco units. Net effect: both classes carry one vote, so Neos's voting power (37.2%) equals its look-through economic stake. No high/low-vote wedge — the governance kicker was the >50% "controlled company" exemption, which this deal terminates; NYSE board-independence phase-in starts at close.
The third leg of economics: Tax Receivable Agreement (TRA)
ItemFigureNote
Tax-savings split85% / 15%85% of step-up tax savings to Neos-side participants; FPS keeps 15%
Estimated aggregate obligation~$928MPer 6/29 S-1; ~$518M at IPO — scales with price & redemptions
Cash drag (JPM model)$57M FY27E → $210M FY30ECuts true FY27 FCF conversion to ~57% vs ~69% headline
Duration15+ yrsRuns past final redemption; CoC acceleration can exceed benefit
Even after the last share clears, Neos keeps collecting 85% of the step-up value. The supply overhang has an end date; the TRA does not — it's a permanent valuation haircut (JPM's 69%→57% FCF-conversion bridge), not a supply event. Distinguish the two in the model.
Neos Partners (PE): 37.2% — 113.3M sh [SEC, exact] — click for detail Institutions: ~48% — ~146M sh [est.] — click for detail Retail / unclassified: ~14.6% — ~44M sh [est.] — click for detail Insiders (direct): ~0.2% — RSUs only — click for detail Economic ownership Neos (PE) 37.2% 113.3M sh · exact [SEC] Institutions ~48% ~146M sh · est. Retail / other ~14.6% ~44M sh · est. Insiders ~0.2% 0.67M RSU sh · direct only
Click a slice (or legend label) to expand its detail below · click again to reset
Neos Partners (PE) — 113.3M sh · 37.2% · exact [SEC]
ComponentSharesVehicleNote
Class A common83,355,094Forgent Parent I & IV LPSold via each deal's true-secondary tranche
Class B + Opco LLC units29,901,795Forgent Parent II & III LPRedeemed via each deal's synthetic primary
Total (base → shoe)113,256,889 → 106,709,38937.20% → 35.05% of 304.4M
Control chain per the 13G: Forgent Parent I–IV LP ← Neos Partners I / I-A / I-B / I Expansion LP ← Neos Partners GP, LLC ← Peter Jonna (managing member; FPS chairman). Currently locked to ~Aug 29 (deal 60d); projected path at observed cadence: ~20% (Sep–Oct) → ~6% (Nov–Dec) → 0% (~Q1'27).
Institutions — ~146M sh · ~48% · CCA estimate
HolderShares% econ% votesBasis
FMR (Fidelity)8.5M2.82.813F Q1'26
Janus Henderson7.8M2.62.613F Q1'26
Vanguard (2 entities)6.8M2.22.213F Q1'26
Invesco6.2M2.02.013F Q1'26
BlackRock5.1M1.71.713F Q1'26
BAMCO (Baron)4.7M1.51.513F Q1'26
Citadel Advisors4.5M1.51.513F Q1'26
Franklin Resources3.5M1.11.113F Q1'26
Top holders are Q1'26 13F vintage (pre-dates Secondaries #2–#3 — treat as stale). No independent >5% 13G filer exists; the only 13G on file is Neos's own. Bucket estimate assumes institutions took ~85% of the July book on top of ≈38.5% 13F-reported pre-deal. First clean post-deal register read: Q2'26 13Fs, ~Aug 14.
Retail / other — ~44M sh · ~14.6% · residual estimate
ComponentNote
Retail / self-directedResidual after exact Neos + est. institutions
Index funds not yet capturedIndex adds lag; passive weight grows with float 21%→65%
Short interest (context)5.3% of float (was 7.4%), DTC 1.18 — structural, not directional
Insiders — 0.67M RSU sh · ~0.2% direct
HolderDirect sharesReal exposureWhere it actually sits
Gary Niederpruem (CEO)0$41.1MIncentive units in Neos Parent LPs, part-vested (@ $58.70, 6/25)
Ryan Fiedler0$23.3MIncentive units in Neos Parent LPs
Tyson Hottinger0$20.9MIncentive units in Neos Parent LPs
Directors (11)0—5 of 11 Neos-affiliated; disclaim the sponsor stake
All employees — RSUs670,185~0.2%IPO grants, unvested; excluded from SEC tables
Every SEC beneficial-ownership table since the IPO shows "—" for all officers and directors. Management's economics ride the sponsor's exit — one more reason the sell-down machine runs hot.
Methodology: Neos slice exact (S-1 pro-forma on upsized terms, base deal). Float split is a CCA estimate: 13F-reported institutions ≈38.5% of total pre-deal (Q1'26 filings); assumes institutions took ~85% of the July book. Retail is residual. First clean post-deal 13F read: ~Aug 14, 2026.
THE POINT: the re-rate doesn't need the overhang to vanish — it needs the end to become visible and priced. Rows flagged Clearing event structurally change the register or the narrative.
DateEventSetup read
Jul 6#3 closes · Neos 37.2% · controlled co. ends Clearing eventGovernance discount starts dying; independence phase-in
≤ Jul 31Greenshoe decision (6.55M sh)3-for-3 precedent → expect 35.0%; confirm via Form 4s
~Aug 4IPO 180-day lock-up expiryOptics only — Neos re-locked to ~Aug 29; sell-off = entry, not supply
~Aug 12–15FY4Q26 print + FY27 guide · Q2 13Fs ~Aug 14Q4 margin risk + first clean register read; beat tees up #4
~Aug 29Deal #3's 60-day lock-up expiresDeal #4 window opens, earnings out of the way
Sep–OctDeal #4 (~45–48M) → Neos ~20% Clearing eventSub-25% drops control flags; passive bid grows with float
Nov–DecDeal #5 (~45M) → Neos <10% Clearing eventAffiliate optics end; sub-5% ends 13G — register clean
Q1 2027Clean-up block (~15–20M) → Neos 0% Clearing eventThe re-rate trigger · board step-downs · S&P elig. ~Feb '27
OngoingTRA payments ($57M FY27E → $210M FY30E)Permanent FCF haircut, not supply — survives sponsor zero
Timing basis: 34–64 day observed deal gaps, both post-earnings deals launched within ~2 weeks of the print, and lock-up windows above. A slip to 90-day cadence still clears by ~mid-2027 — one quarter slower, same destination, still ~4x faster than the precedent.
CALIBRATION: we tracked a comparable sponsor-backed 2021 listing whose two PE holders took ~52 months and ~11 events to clear, at prices pinned $9.70–$12.40. Same structure, opposite seller behavior — this is what the bear case actually looks like, and what FPS is not doing.
Sponsor stake vs. months since listing — FPS vs. the slow-drip precedent
FPS solid line = SEC-exact prints; dashed = CCA projection at current cadence (~45M sh/deal, 34–64 day gaps). Gray line = combined two-sponsor overhang at the precedent, per the internal CCA precedent tracker (deal ledger: $9.70 Apr '22 → $12.40 Dec '24) and issuer disclosures for the 2025 endgame (42M Feb '25 · 30M @ $9.89 Aug '25 · final 37.3M Nov '25).
100% 50% 0% Precedent, Apr '22 (month 9): 20M sh @ $9.70 — then 19 months of nothing Precedent, Nov '23 (month 28): still ~53% — 50M sh @ $10.50 Precedent, H1'24 deal cluster: five deals $10.55–$11.65 — down to ~31% Precedent, Feb '25 (month 43): 42M-sh deal + concurrent 7M buyback — ~20% Precedent, Aug '25 (month 49): 30M sh @ $9.89 — below the listing reference, 4 years in Precedent, Nov '25 (month ~52): final 37.3M-sh clean-up — sponsor exit complete Slow-drip precedent (two sponsors): still >53% at month 28 · 52 months to clear FPS pre-IPO: Neos 100% Post-IPO (Feb '26): 78.9% Post #1 (Mar '26): 67.5% Post #2 (Jun 1 '26): 51.5% Post #3 w/ shoe (Jul '26): 35.0% — YOU ARE HERE Projected deal #4 (~Sep '26): ~20% Projected deal #5 (~Nov '26): ~6% Projected clean-up (~Q1 '27): 0% FPS · 35% at month 5 on pace: clean register ~month 12 today 012 mo24 mo36 mo48 mo
Why this seller is different — structural comparison
DimensionSlow-drip precedent (2021 listing)FPS / Neos (the rip)
Time to clear~52 mo, ~11 events; still >55% at year two~12 mo on pace; 35% at month five
Pace per dealOne 20M deal in 30 mo, then 19-mo dormancy10–16 pts/event; gaps 48→64→34d, print-triggered
Price path across deals$9.70 → $12.40 → $9.89 — dead money 4 yrs$27 → $49 ascending; +104% while absorbing $7.2B
Demand proofLeaned on buybacks (42M deal paired w/ 7M repurchase)All shoes exercised in full; #3 upsized +25%
Seller structure & incentiveTwo sponsors, mega-fund books — no urgencyOne first-fund PE, >$10B in one name — LP pressure
Tape backdropVertical software, no thematic bidData-center electrification bid + growing passive demand
Residual after zeroCleanTRA tail (~$928M est.) — cash-flow drag survives the clear
Rhyme worth owning: Vertiv/Platinum Equity — the deck's own scarcity comp — ran serial large secondaries post-listing and the stock re-rated through the sell-down because demand exceeded supply. FPS's ascending deal prices are tracking that pattern. The slow-drip pattern (flat prices, buyback-assisted clears, multi-year fatigue) is visibly not what's happening.
What the sellside sees (and misses)
BankRating / PTOverhang treatment
BarclaysOW · $44 (init 3/2)Best float math; explicit early-Aug unlock date as key risk
J.P. MorganOW (init 3/2)Sponsor-sales standing risk; best TRA math; flags MGM suit
JefferiesBuy (init 3/2)Sell-down discount embedded in valuation; 5/29: near-term pressure
OppenheimerOP · $42 → $60 (5/15)Lock-up a discrete risk bullet; float updated post-Q3
KeyBancOW · $41 (init 3/2)Good IPO mechanics box; no unlock date or TRA work
TD CowenBuy; 6/22 top SMID pickBest Up-C/TRA explainer — but 6/22 top-pick note silent on Aug unlock
Morgan StanleyEW · $38 (init 3/2)No float work; their "overhang" = customer concentration
Goldman SachsBuy · $48 (init 3/2)Thinnest on structure — no Up-C/TRA/lock-up work (lead on every deal)
Pattern worth exploiting: the three banks leading every offering (GS/Jef/MS) publish the least overhang analysis. Initiation float estimates ranged 20.3–26.7% on the same day — the Street has never had this cap table right in real time. Nobody on the sellside has published the "done by Q1'27" math above.
What breaks the speed-run
Break scenarioTellConsequence
Weak FY4Q print / soft FY27 guideMargin miss vs 500bps 2H ramp; bookings decel#4 closes; 35% holder, no cadence — slow-drip begins
AI-capex sentiment air pocketPeer de-rating; deal books thinUnexercised shoe = earliest crack — watch ≤Jul 31
Deal fatigue / widening discountsDiscount >15%; break below deal priceAll deals held above offer; a break resets the narrative
MGM Transformers litigation50% claim vs MGM/Neos advancing (JPM)Unpriced sponsor-side tail; check FY26 10-K
TRA misreadConsensus models headline FCF conv.~12 pts of FY27–30E conversion spoken for — permanent

Model-generated interpretation (Claude · Fable 5, 2026-07-01) layered on the SEC-exact facts in the other tabs. A structured second opinion, not house research.

Summary read

The bear template — a sponsor drip-feeding stock for years, capping every rally — assumes a seller with no urgency. The Precedent tab is what that actually looks like: holders still >55% two years in, a 19-month dormancy, ~52 months to clear, exit prices that never escaped the listing reference.

Forgent is the opposite seller. Neos has gone 100% → 35% in five months, in four oversubscribed events at ascending prices ($27.00 → $29.50 → $47.00 → $49.00), with every greenshoe exercised and deal gaps shrinking (48 → 64 → 34 days). This is a first-fund PE firm returning a >$10B single-name position to LPs as fast as the market will take it — a band-aid rip that maps to the Vertiv/Platinum pattern (sell-down absorbed into a re-rating), not a slow drip. On current pace the register is clean around Q1 2027, roughly 12 months post-IPO. The overhang is real (113M shares, ~$6B), but it is a known, fast-burning fuse with a visible end date — and each deal print has been the accumulation window.

The core call
Why the overhang is likely mispriced fear rather than a structural cap
ClaimEvidence
This is a rip, not a dripFirst-fund PE, >$10B in one name, LPs waiting — every incentive says sell fast while the window is open
Demand has out-run supply the whole way$7.2B absorbed at rising prices, all shoes exercised, #3 upsized +25% — no saturation on tape
The re-rate front-runs the final printOnce #4 takes Neos sub-25% the end is datable; "priced"→"gone" ≈ 2 quarters — position before it
The permanent haircut is the TRA, not the sharesShares clear; the TRA (~$928M, ~12 pts of FCF conv.) doesn't — value FPS on TRA-adjusted FCF
Scenario handicapping (AI judgment, 6–9 month horizon)
ScenarioOddsPathRead
Base — fuse burns on schedule~60%Shoe → FY4Q beat → #4 (20%) → #5 (<10%) → done Q1'27Register clears; prints = entry windows
Bull — demand pulls the timeline in~20%Strong FY4Q → #4 upsized/accelerated; earlier clean-upScarcity bid early; waiting costs more
Bear — the fuse stalls~20%Weak Q4 / AI air pocket → #4 postponedSlow-drip regime; multiple capped till cadence returns
Odds are model estimates from the observed cadence, deal absorption, and the deck's flagged Q4 margin risk — not market-implied probabilities. The 6/30 group call (backlog $2.4B at 5/31, book-to-bill 2.3x, guided sequential Q4 margin expansion, cash-generation pivot) leans against the bear path: the main gate to deal #4 — the mid-Aug print — has unusually strong disclosed cover. Reassess at each signpost below.
Context — fundamentals disclosed on the 6/30 group call (deal #3 roadshow)
Not transaction data — operating color from the deal-#3 roadshow call, included here because it feeds the scenario odds above: the offering launched into accelerating fundamentals, not ahead of a slowdown.
DatapointFigureOverhang relevance
Backlog (May 31, 2026)$2.4B · +19% in 2 mos15–18 mo revenue visibility cushions the print gating #4
Book-to-bill2.3x · 2nd qtr >2xBookings $867M +308%; customers booking FY27+ capacity
FQ3'26 revenue / EBITDA$379M +103% · $85M, 22.4%+200bps seq., another Q4 step-up guided — against the flagged risk
Cash / capexQ3 = cash-gen pivotFY27–28 capex well below the $205M peak — supports deal absorption
CEO tone—CEO "more convicted than 7–8 mo ago" — sponsor selling ≠ operator doubt
Source: CCA internal notes, FPS group secondary call, 6/30/26. Sellers this motivated pairing with fundamentals this strong is the mix that lets deals #4–#5 clear on schedule.
Positioning read — how to trade the fuse
PlayMechanics
Deal prints are the entry windowsEvery deal = a ~10–16% discount that absorbed; #4 (~Sep) is the next scheduled one
The re-rate comes at the end, buy before the last dealRe-rate (deck: 25x→30x, +$8–10) front-runs the final print once Neos is sub-25%
Monitor the fuse, not the narrativeWatch 424B/S-1s, Form 4s, 13Fs (~Aug 14), lock-ups; >90d with no filing = thesis breaking
Keep the TRA separateTrue FCF conv. ~12 pts below headline thru FY30E — debate the multiple on TRA-adj. FCF
What would change this view
SignpostReading
Shoe lapses unexercised (≤ Jul 31)First crack in the absorption story — downgrade base case
No new filing within ~90d of Aug 29 unlockCadence broken — speed-run suspended, slow-drip re-priced
Deal #4 discount >15% or breaks issue priceDemand saturating — wider discounts, choppier clear
Q2 13Fs (~Aug 14) show anchors trimmingRegister not deepening — passive bid alone can't absorb 2 deals
FY4Q26 margin miss vs 500bps rampThe deck's flagged soft spot is live — bear path opens