STOCK TITAN

Madison Dearborn funds disclose large AEVEX (AVEX) ownership stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

AEVEX Corp. filed an initial ownership report showing large indirect holdings by Madison Dearborn investment funds. The filing lists 63,297,524 shares of Class B common stock and 25,135,300 shares of Class A common stock held indirectly through ATS Pubco Holdings, LLC and ATS Investment Holdings, LLC controlled by Madison Dearborn Capital Partners VII funds.

The report also shows Series B Units of Athena Technology Solutions Holdings, LLC that are exchangeable, together with an equal number of Class B common shares, into Class A common stock on a one-for-one basis, with a stated exercise price of $0.0000 and no expiration. The Madison Dearborn entities may be deemed to beneficially own these securities but each disclaims beneficial ownership except to the extent of its pecuniary interest.

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Insider MADISON DEARBORN PARTNERS LLC, MADISON DEARBORN CAPITAL PARTNERS VII-B, L.P., MADISON DEARBORN CAPITAL PARTNERS VII EXECUTIVE-B, L.P., MADISON DEARBORN CAPITAL PARTNERS VII-C, L.P.
Role null | null | null | null
Type Security Shares Price Value
holding Series B Units -- -- --
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Series B Units — 63,297,524 shares (Indirect, See footnotes.); Class A Common Stock — 25,135,300 shares (Indirect, See footnotes.); Class B Common Stock — 63,297,524 shares (Indirect, See footnotes.)
Footnotes (1)
  1. The reported securities are directly held by ATS Pubco Holdings, LLC, which is controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds"). The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The reported securities are directly held by ATS Investment Holdings, LLC, which is controlled by the MDP Funds. Series B Units of Athena Technology Solutions Holdings, LLC are exchangeable (together with an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis. Series B Units do not expire.
Indirect Class B common stock 63,297,524 shares Total shares following transaction as of Form 3 date
Indirect Class A common stock 25,135,300 shares Total shares following transaction as of Form 3 date
Series B Units underlying Class A 63,297,524 shares Underlying Class A shares from Series B Units, indirect
Series B Units exercise price $0.0000 per unit Stated exercise price for exchange into Class A stock
ten percent owner financial
"MADISON DEARBORN PARTNERS LLC ... "is_ten_percent_owner": 1"
Class B Common Stock financial
""security_title": "Class B Common Stock""
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Series B Units financial
""security_title": "Series B Units""
beneficial ownership financial
"may be deemed to beneficially own the securities reported hereby"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein"
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
MADISON DEARBORN PARTNERS LLC

(Last)(First)(Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO ILLINOIS 60602

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2026
3. Issuer Name and Ticker or Trading Symbol
AEVEX Corp. [ AVEX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock25,135,300ISee footnotes.(1)(2)
Class B Common Stock63,297,524ISee footnotes.(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 ExercisableExpiration DateTitleAmount or Number of Shares
Series B Units (4) (4)Class A Common Stock63,297,524(4)ISee footnotes.(2)(3)
1. Name and Address of Reporting Person*
MADISON DEARBORN PARTNERS LLC

(Last)(First)(Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO ILLINOIS 60602

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
MADISON DEARBORN CAPITAL PARTNERS VII-B, L.P.

(Last)(First)(Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO ILLINOIS 60602

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
MADISON DEARBORN CAPITAL PARTNERS VII EXECUTIVE-B, L.P.

(Last)(First)(Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO ILLINOIS 60602

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
MADISON DEARBORN CAPITAL PARTNERS VII-C, L.P.

(Last)(First)(Middle)
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600

(Street)
CHICAGO ILLINOIS 60602

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The reported securities are directly held by ATS Pubco Holdings, LLC, which is controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds").
2. The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
3. The reported securities are directly held by ATS Investment Holdings, LLC, which is controlled by the MDP Funds.
4. Series B Units of Athena Technology Solutions Holdings, LLC are exchangeable (together with an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis. Series B Units do not expire.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of Madison Dearborn Partners, LLC04/17/2026
/s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of the General Partner of the General Partner of Madison Dearborn Capital Partners VII-B, L.P.04/17/2026
/s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer Managing Director of the General Partner of the General Partner of Madison Dearborn Capital Partners VII Executive-B, L.P.04/17/2026
/s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer Managing Director of the General Partner of the General Partner of Madison Dearborn Capital Partners VII-C, LP04/17/2026
** Signature of Reporting PersonDate
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.
* Form 3: SEC 1473 (03-26)

FAQ

What does Madison Dearborn report in its Form 3 for AEVEX Corp. (AVEX)?

The Form 3 reports large indirect holdings in AEVEX Corp. by Madison Dearborn funds. These include Class A and Class B common stock and Series B Units that are exchangeable into Class A shares through controlled entities ATS Pubco Holdings, LLC and ATS Investment Holdings, LLC.

How many AEVEX Corp. Class A and Class B shares are reported by Madison Dearborn?

The filing lists 25,135,300 shares of Class A common stock and 63,297,524 shares of Class B common stock held indirectly. These positions are reported as being held through ATS Pubco Holdings, LLC and ATS Investment Holdings, LLC controlled by Madison Dearborn Capital Partners VII funds.

Do the Series B Units tied to AEVEX Corp. have an exercise price or expiration?

The Series B Units reported have an exercise price of $0.0000 and do not expire, according to the filing. They are exchangeable into an equal number of AEVEX Class A common shares when paired with the same number of Class B common shares on a one-for-one basis.

How is beneficial ownership described for Madison Dearborn in the AEVEX (AVEX) Form 3?

The filing states Madison Dearborn entities may be deemed to beneficially own the reported securities through their control of the holding vehicles. However, each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest in those holdings.

Who ultimately controls the AEVEX Corp. holdings reported in this Form 3?

The reported securities are held by ATS Pubco Holdings, LLC and ATS Investment Holdings, LLC, which are controlled by Madison Dearborn Capital Partners VII funds. Madison Dearborn Partners, LLC is the ultimate general partner, with its board of managers holding power to vote or dispose of the securities.