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Madison Dearborn funds trim AEVEX (AVEX) stake in offering-linked share and unit sales

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

AEVEX Corp. insider filing shows IPO-related sales and restructurings by Madison Dearborn–controlled entities. ATS PubCo Holdings, L.P. and ATS PubCo Seller Holdings, LLC sold 2,273,843 Class A shares at a net offering price of $25.99 per share to the underwriters, while ATS PubCo Holdings also distributed 2,611 Class A shares pro rata to its limited partners for no consideration.

Separately, ATS Investment Holdings, LLC distributed 5,732,694 Class B shares and corresponding Series B Units pro rata to its members and the Madison Dearborn funds then sold 4,757,448 Series B Units, together with corresponding Class B shares, to AEVEX at a net offering price of $25.99 per unit. After these steps, ATS PubCo Holdings holds 22,694,184 Class A shares and ATS Management Holdings, LLC holds 164,662 Class A shares, while ATS Investment Holdings holds 57,153,106 Class B shares and Series B Units and ATS Management Holdings holds 411,724 Class B shares and Series B Units, all controlled by Madison Dearborn funds.

Positive

  • None.

Negative

  • None.

Insights

Large Madison Dearborn–related sale tied to AEVEX’s S-1 offering, with substantial holdings retained.

The transactions are closely linked to AEVEX’s registered offering described in its Form S-1. Madison Dearborn–controlled entities participated by selling 2,273,843 Class A shares and 4,757,448 Series B Units (with corresponding Class B shares) at a net offering price of $25.99.

Alongside these sales, there were sizeable pro rata distributions of both Class A and Class B/Series B interests to limited partners and members for no consideration, which the filing groups as “other” restructurings. These steps reallocate ownership but do not themselves involve cash proceeds to the distributing entities.

Post-transaction positions remain large: ATS PubCo Holdings holds 22,694,184 Class A shares and ATS Investment Holdings holds 57,153,106 Class B shares with corresponding Series B Units as of the described point. This suggests the filing reflects a combination of liquidity around the offering and structural clean-up rather than a full exit.

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
Sold 2,273,843 shs ($59.10M)
Type Security Shares Price Value
Disposition Series B Units 4,757,448 $0.00 --
Other Series B Units 975,246 $0.00 --
Sale Class A Common Stock 2,273,843 $25.99 $59.10M
Other Class A Common Stock 2,611 $0.00 --
Disposition Class B Common Stock 4,757,448 $0.00 --
Other Class B Common Stock 975,246 $0.00 --
Holdings After Transaction: Series B Units — 58,540,076 shares (Indirect, See footnotes.); Class A Common Stock — 22,861,457 shares (Indirect, See footnotes.); Class B Common Stock — 58,540,076 shares (Indirect, See footnotes.)
Footnotes (1)
  1. In connection with the offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396) (the "Offering"), the following transactions have occurred regarding this Statement's reported Class A common stock of the Issuer ("Class A Shares"): (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings") sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99 and (ii) ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration. Following the transactions discussed in footnote 1, (i) ATS PubCo Holdings directly holds 22,694,184 Class A Shares and (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Shares. Both ATS PubCo Holdings and ATS Management Holdings are 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. In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration). Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds. Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Series B Units do not expire.
Class A shares sold to underwriters 2,273,843 shares at $25.99 Class A common stock sold in connection with the Offering
Class A shares distributed 2,611 shares Pro rata distribution by ATS PubCo Holdings to limited partners
Class B/Series B distributed 5,732,694 units Class B shares and corresponding Series B Units distributed by ATS Investment Holdings
Series B Units sold to issuer 4,757,448 units at $25.99 Series B Units sold with corresponding Class B shares to AEVEX
ATS PubCo Holdings Class A stake 22,694,184 shares Class A shares held following the transactions
ATS Investment Holdings Series B stake 57,153,106 units Class B shares and corresponding Series B Units held after transactions
Exchange ratio 1:1 Series B to Class A Series B Units exchangeable with equal number of Class B and Class A shares
Series B Units financial
"Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis."
pro rata distribution financial
"ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration."
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
net offering price financial
"sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99"
beneficially own financial
"each of the reporting persons may be deemed to beneficially own the securities reported hereby."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
AEVEX Corp. [ AVEX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock06/05/2026S(1)2,273,843D$25.9922,861,457ISee footnotes.(2)(3)
Class A Common Stock06/05/2026J(1)2,611D(1)22,858,846ISee footnotes.(2)(3)
Class B Common Stock06/05/2026D(4)4,757,448D(4)58,540,076ISee footnotes.(3)(5)
Class B Common Stock06/05/2026J(4)975,246D(4)57,564,830ISee footnotes.(3)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Units(6)06/05/2026D(4)4,757,448 (6) (6)Class A Common Stock4,757,448(4)58,540,076ISee footnotes.(3)(5)
Series B Units(6)06/05/2026J(4)975,246 (6) (6)Class A Common Stock975,246(4)57,564,830ISee footnotes.(3)(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)
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. In connection with the offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396) (the "Offering"), the following transactions have occurred regarding this Statement's reported Class A common stock of the Issuer ("Class A Shares"): (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings") sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99 and (ii) ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration.
2. Following the transactions discussed in footnote 1, (i) ATS PubCo Holdings directly holds 22,694,184 Class A Shares and (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Shares. Both ATS PubCo Holdings and ATS Management Holdings are 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").
3. 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.
4. In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).
5. Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.
6. Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Series B Units do not expire.
/s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of Madison Dearborn Partners, LLC06/05/2026
/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.06/05/2026
/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.06/05/2026
/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, LP06/05/2026
** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

How many AEVEX (AVEX) Class A shares were sold in these insider transactions?

ATS PubCo Holdings, L.P. and ATS PubCo Seller Holdings, LLC together sold 2,273,843 AEVEX Class A shares to underwriters at a net offering price of $25.99 per share. In addition, ATS PubCo Holdings distributed 2,611 Class A shares pro rata to its limited partners for no consideration.

What happened to AEVEX (AVEX) Series B Units and Class B shares in this Form 4?

ATS Investment Holdings, LLC distributed 5,732,694 Class B shares and corresponding Series B Units pro rata to its members, then entities controlled by Madison Dearborn funds sold 4,757,448 Series B Units, with corresponding Class B shares, back to AEVEX at $25.99 per unit as part of the offering-related steps.

What are Madison Dearborn’s indirect AEVEX (AVEX) holdings after these transactions?

After the described transactions, ATS PubCo Holdings holds 22,694,184 Class A shares and ATS Management Holdings, LLC holds 164,662 Class A shares. ATS Investment Holdings holds 57,153,106 Class B shares and Series B Units, while ATS Management Holdings holds 411,724 Class B shares and Series B Units, all controlled by Madison Dearborn funds.

Are AEVEX (AVEX) Series B Units convertible, and do they expire?

Series B Units are exchangeable, together with an equal number of Class B common shares, for AEVEX Class A shares on a one-for-one basis. According to the filing, these Series B Units do not expire, making them a continuing potential source of future Class A shares upon exchange.

Did the AEVEX (AVEX) Form 4 indicate beneficial ownership by Madison Dearborn entities?

The filing explains that Madison Dearborn Capital Partners funds control ATS PubCo Holdings, ATS Investment Holdings and ATS Management Holdings. Through these relationships, each reporting person may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of its pecuniary interest.