Madison Dearborn funds disclose 80.4M-share, 49.5% holding in AEVEX Corp. (AVEX)

Rhea-AI Filing Summary

AEVEX Corp. received a Schedule 13G from Madison Dearborn Capital Partners VII-B, VII Executive-B, VII-C and Madison Dearborn Partners LLC, which together report beneficial ownership of 80,423,676 shares of Class A common stock. This represents 49.5% of the Class A common stock on an as-converted basis.

The position includes 57,564,830 shares of Class A common stock issuable upon conversion of Series B Units of Athena Technology Solutions Holdings, LLC, together with an equal number of Class B common shares. The calculation uses 56,470,333 Class A shares outstanding as of August 12, 2026, plus the as-converted shares. Shares are directly held through ATS PubCo Holdings, L.P., ATS Management Holdings, LLC, and ATS Investment Holdings, LLC, which are controlled by the Madison Dearborn funds. The reporting persons may be deemed to beneficially own these securities but expressly disclaim beneficial ownership under the Exchange Act.

Key Figures

Beneficially owned shares: 80,423,676 shares Ownership percentage: 49.5 % Shares outstanding: 56,470,333 shares +5 more

8 metrics

Beneficially owned shares 80,423,676 shares Class A common stock reported as beneficially owned by Madison Dearborn entities

Ownership percentage 49.5 % Percent of AEVEX Class A common stock on an as-converted basis

Shares outstanding 56,470,333 shares Class A common stock outstanding as of August 12, 2026

As-converted Class A from Series B Units 57,564,830 shares Class A shares issuable upon conversion of Series B Units and corresponding Class B shares

ATS PubCo Holdings Class A 22,694,184 shares Class A common stock directly held by ATS PubCo Holdings, L.P.

ATS Management Holdings Class A 164,662 shares Class A common stock directly held by ATS Management Holdings, LLC

ATS Management Holdings Class B 411,724 shares Class B common stock and corresponding Series B Units held by ATS Management Holdings, LLC

ATS Investment Holdings Class B 57,153,106 shares Class B common stock and corresponding Series B Units held by ATS Investment Holdings, LLC

Key Terms

beneficially own, shared voting power, Series B Units, Class B common stock, +2 more

6 terms

beneficially own regulatory

"By virtue of the relationships described herein, each of the Reporting Persons may be deemed to beneficially own the securities"

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.

shared voting power regulatory

"Shared Voting Power 80,423,676.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Series B Units financial

"issuable upon conversion of Series B Units of Athena Technology Solutions Holdings, LLC"

Class B common stock financial

"together with an equal number of Class B common stock of the Issuer"

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.

Schedule 13G regulatory

"This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Rule 13d-4 of the Act regulatory

"Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission"

FAQ

What ownership stake in AEVEX Corp. (AVEX) does Madison Dearborn report?

Madison Dearborn and affiliated funds report beneficial ownership of 80,423,676 AEVEX Class A shares, representing 49.5% of the class on an as-converted basis, including shares issuable upon conversion of Series B Units.

How is Madison Dearborn’s 49.5% ownership in AEVEX (AVEX) calculated?

The 49.5% is based on 56,470,333 Class A shares outstanding as of August 12, 2026, increased by 57,564,830 Class A shares issuable upon conversion of Series B Units and corresponding Class B shares.

Which entities directly hold AEVEX (AVEX) shares for Madison Dearborn?

The filing states ATS PubCo Holdings, L.P. holds 22,694,184 Class A shares, ATS Management Holdings, LLC holds 164,662 Class A and 411,724 Class B shares, and ATS Investment Holdings, LLC holds 57,153,106 Class B shares and corresponding Series B Units.

Does Madison Dearborn have sole or shared voting power over AEVEX (AVEX) shares?

Each reporting person reports 0 shares with sole voting or dispositive power and 80,423,676 shares with shared voting and shared dispositive power, reflecting the coordinated control structure among the Madison Dearborn entities.

Does Madison Dearborn admit beneficial ownership of its AEVEX (AVEX) stake?

The reporting persons state they may be deemed to beneficially own the securities but, under Rule 13d-4, expressly disclaim beneficial ownership for purposes of Sections 13(d) and 13(g) of the Exchange Act.

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Available on EDGAR 08/14/2026 - 06:13 PM Accepted by SEC EDGAR 08/14/2026 - 06:12 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AEVEX Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

00835T107

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 00835T107

1

Names of Reporting Persons

Madison Dearborn Partners LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 80,423,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 80,423,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80,423,676.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

49.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported amount includes 57,564,830 shares of Class A common stock ("Class A Common Stock") of the Issuer issuable upon conversion of Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units") (together with an equal number of Class B common stock ("Class B Common Stock") of the Issuer). The reported percentage is calculated based on 56,470,333 shares of Class A Common Stock outstanding as of August 12, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026, as increased by 57,564,830 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of Class B Common Stock).

SCHEDULE 13G

CUSIP Number(s): 00835T107

1

Names of Reporting Persons

MADISON DEARBORN CAPITAL PARTNERS VII-B, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 80,423,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 80,423,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80,423,676.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

49.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported amount includes 57,564,830 shares of Class A common stock ("Class A Common Stock") of the Issuer issuable upon conversion of Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units") (together with an equal number of Class B common stock ("Class B Common Stock") of the Issuer). The reported percentage is calculated based on 56,470,333 shares of Class A Common Stock outstanding as of August 12, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026, as increased by 57,564,830 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of Class B Common Stock).

SCHEDULE 13G

CUSIP Number(s): 00835T107

1

Names of Reporting Persons

MADISON DEARBORN CAPITAL PARTNERS VII EXECUTIVE-B, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 80,423,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 80,423,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80,423,676.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

49.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported amount includes 57,564,830 shares of Class A common stock ("Class A Common Stock") of the Issuer issuable upon conversion of Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units") (together with an equal number of Class B common stock ("Class B Common Stock") of the Issuer). The reported percentage is calculated based on 56,470,333 shares of Class A Common Stock outstanding as of August 12, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026, as increased by 57,564,830 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of Class B Common Stock).

SCHEDULE 13G

CUSIP Number(s): 00835T107

1

Names of Reporting Persons

MADISON DEARBORN CAPITAL PARTNERS VII-C, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 80,423,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 80,423,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80,423,676.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

49.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported amount includes 57,564,830 shares of Class A common stock ("Class A Common Stock") of the Issuer issuable upon conversion of Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units") (together with an equal number of Class B common stock ("Class B Common Stock") of the Issuer). The reported percentage is calculated based on 56,470,333 shares of Class A Common Stock outstanding as of August 12, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026, as increased by 57,564,830 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of Class B Common Stock).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: AEVEX Corp.
(b)	Address of issuer's principal executive offices: 440 Stevens Ave # 150 Solana Beach, CA 92075
Item 2.
(a)	Name of person filing: This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) Madison Dearborn Capital Partners VII-B, L.P.; (ii) Madison Deaborn Capital Partners VII Executive-B, L.P.; (iii) Madison Deaborn Capital Partners VII-C, L.P. (together with each of the foregoing, the "MDP Funds"); and (iv) Madison Dearborn Partners, LLC ("Madison Dearborn").
(b)	Address or principal business office or, if none, residence: 70 W. Madison Street, Suite 4600 Chicago, IL 60602
(c)	Citizenship: See responses to row 4 on each cover page.
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP Number(s): 00835T107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to row 9 on each cover page. The reported securities are directly held as follows: (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings) directly holds 22,694,184 Class A Common Stock, (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Common Stock and 411,724 Class B Common Stock and corresponding Series B Units which upon conversion will result in the issuance of an equivalent number of Class A Common Stock and (iii) ATS Investment Holdings, LLC ("ATS Investment Holdings") directly holds 57,153,106 Class B Common Stock and corresponding Series B Units which upon conversion will result in the issuance of an equivalent number of Class A Common Stock. Each of ATS PubCo Holdings, ATS Management Holdings and ATS Investment Holdings are controlled by the MDP Funds. The ultimate general partner of each of the MDP Funds is Madison Dearborn. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn, 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 herein. Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
(b)	Percent of class: See responses to row 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to row 5 on each cover page
	(ii) Shared power to vote or to direct the vote: See responses to row 6 on each cover page
	(iii) Sole power to dispose or to direct the disposition of: See responses to row 7 on each cover page
	(iv) Shared power to dispose or to direct the disposition of: See responses to row 8 on each cover page
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Madison Dearborn Partners LLC

Signature:	/s/ Katherine M. Bryan
Name/Title:	Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer
Date:	08/14/2026

MADISON DEARBORN CAPITAL PARTNERS VII-B, L.P.

Signature:	/s/ Katherine M. Bryan
Name/Title:	Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of the General Partner of the General Partner of Madison Dearborn
Date:	08/14/2026

MADISON DEARBORN CAPITAL PARTNERS VII EXECUTIVE-B, L.P.

Signature:	/s/ Katherine M. Bryan
Name/Title:	Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of the General Partner of the General Partner of Madison Dearborn
Date:	08/14/2026

MADISON DEARBORN CAPITAL PARTNERS VII-C, L.P.

Signature:	/s/ Katherine M. Bryan
Name/Title:	Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of the General Partner of the General Partner of Madison Dearborn
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated August 14, 2026