Welcome to our dedicated page for Madison Air Solutions SEC filings (Ticker: MAIR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Madison Air Solutions's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time SEC filing updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Madison Air Solutions's regulatory disclosures and financial reporting.
Madison Air Solutions Corp (MAIR) reported that director and ten-percent owner Larry Gies and affiliated entities entered into two indirect acquisitions of Class A common stock. The transactions represent purchases from Madison Air Solutions Corp pursuant to a securities purchase agreement with certain institutional accredited investors, expected to close on September 1, 2026.
One transaction covers 12,014,417 shares at $24.97 per share, to be held in Mr. Gies' revocable trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. The other covers 12,815,378 shares at $24.97 per share, to be held directly by Madison Solutions LLC, where Mr. Gies may be deemed to beneficially own the securities but similarly disclaims beneficial ownership beyond his pecuniary interest. The filing does not report post-transaction share totals for these holdings, and the transactions were not reported as pursuant to a Rule 10b5-1 trading plan.
Madison Air Solutions Corp (MAIR) reported a large insider-related purchase of Class A Common Stock. On August 25, 2026, K.C. Armada, LP purchased 8,770,524 shares from Madison Air Solutions Corp in a private placement at $24.97 per share, bringing its indirect holdings to 46,387,522 shares. These securities may be deemed beneficially owned by Ernesto Bertarelli, who disclaims beneficial ownership except to the extent of his pecuniary interest. Separately, Bertarelli is also reported as the indirect beneficial owner of 7,224,073 shares held by Kedge Capital Principal Opportunities V, LP.
Madison Air Solutions Corp (MAIR) director La Force Andrew Hudson III purchased 20,000 shares of Class A common stock on August 25, 2026, at $27.84 per share. Following this open-market purchase, he holds 36,713 shares directly, which includes 16,713 EAR Units that may convert into Class A shares upon vesting.
Madison Air Solutions Corp (MAIR) reported an insider tax-related share disposition by officer Leah Larson, Group President Air Mvmt/Heat. On 2026-08-21, 20,518 shares of Class A common stock were withheld at $26.25 per share to satisfy tax obligations arising from the vesting of 44,076 EAR Units. After this withholding, Larson directly held 181,331 shares of Class A common stock, including 157,773 unvested EAR Units that each represent the right to receive one share upon vesting and continued service. The Rule 10b5-1 checkbox was not marked as applicable.
Madison Air Solutions Corp (MAIR) agreed to a private placement of 90,108,130 new Class A shares at $24.97 per share, raising expected gross proceeds of about $2.25 billion before fees. Chairman Larry Gies will invest $300 million and his affiliate Madison Solutions LLC a further $320 million, both subject to a one-year lock-up on the purchased shares, with certain exceptions.
The equity raise is intended to fully fund the equity portion of Madison Air’s previously announced $5.0 billion cash Acquisition of ebm‑papst group entities, alongside approximately $2.8 billion of debt and cash. Pro forma net leverage is expected to be about 3.7x at Acquisition closing, with a stated target of reducing net leverage to below 2.5x within two years, assuming no further material debt incurrences. The new shares will be issued in an unregistered offering under Section 4(a)(2), and Madison Air has agreed to file a resale registration statement for participating investors within specified timeframes after closing.
Madison Air Solutions Corporation entered into a definitive agreement for its German subsidiary to acquire all equity interests in ebm-papst’s air technology businesses for an enterprise purchase price of EUR 4,775.0 million, using a locked-box mechanism referenced to a March 31, 2026 balance sheet. The base purchase price is EUR 4,367.0 million, with interest of 2.00% per annum from July 1 to December 31, 2026 and 2.50% thereafter until closing, leading to an estimated cash payment at closing of about EUR 4,412.0 million.
Madison Air expects approximately EUR 371.0 million of future tax savings, implying an effective enterprise purchase price of EUR 4,404.0 million. A concurrent press release frames the transaction at an effective enterprise price of $5.0 billion, or 14.6x ebm-papst’s forecast 2026 adjusted EBITDA of $343 million, and 10x including expected annual run-rate synergies of $160 million by year three. ebm-papst is expected to generate $2.8 billion of 2026 revenue. Madison Air plans to fund the deal with cash, debt and equity, supported by fully underwritten debt commitments and up to EUR 1.3 billion of affiliate equity backing. Pro forma net leverage is targeted at less than 4.0x at closing and about 2.5x within two years. Closing is anticipated by year-end 2026, subject to regulatory clearances and other conditions; if certain conditions fail, the buyer may owe a EUR 250.0 million break fee.
Madison Air Solutions Corporation has a large shareholder group led by Larry Gies and two affiliated entities reporting beneficial ownership of Class A common stock. The group reports beneficial ownership of 336,679,321 shares of Class A common stock, including 324,379,859 shares issuable upon conversion of an equivalent number of Class B shares and 12,299,462 shares of Class A directly held. Based on 177,342,753 Class A shares outstanding as of July 28, 2026, and assuming conversion of the Class B shares, this represents 67.1% of the Class A class. All reported voting and dispositive power is shared among the reporting persons, with no sole voting or dispositive power. The structure is: Madison Industries Holdings LLC holds the Class B shares, Madison Air Co-Investors LLC holds the Class A shares, and Gies, as sole manager of Holdings (and manager of Co-Investors through Holdings), may be deemed to beneficially own these securities, while expressly disclaiming admission of such beneficial ownership for Section 13(d) or 13(g) purposes.
FMR LLC and Abigail P. Johnson report passive ownership of Madison Air Solutions Corp-A Class A common stock on a Schedule 13G. FMR LLC reports 14,084,998.55 shares beneficially owned, representing 8.0% of the Class A common stock, with sole dispositive power over that amount.
FMR LLC reports sole voting power over 14,082,088.00 shares and no shared voting or dispositive power. The filing notes that one or more other persons have rights to receive dividends or sale proceeds from these securities, but no such person holds more than five percent of the outstanding Class A common stock.
Madison Air Solutions Corporation delivered strong top-line growth in 2026, helped by its AprilAire acquisition and robust Commercial demand. Net sales rose 20.9% year over year to $991.3 million in the quarter ended June 30, 2026, lifting operating income to $195.3 million and income from continuing operations to $70.5 million. Adjusted EBITDA was $265.8 million with a 26.8% margin.
Backlog reached $2,868.4 million, up 32.7% from December 31, 2025, as Commercial orders remained strong, particularly in data center-related cooling and air handling. The company completed an IPO of 95,096,154 Class A shares at $27.00 per share and a concurrent private placement, using proceeds to repay $2,425.7 million of its Initial Term Loan and $200.0 million of its Incremental Term Loan, and to expand its revolving credit facility to $1,300.0 million. Free cash flow was $140.0 million in the first half of 2026, and cash stood at $261.8 million.
Risks remain: Residential organic revenue declined, and management reports ongoing material weaknesses in internal control over financial reporting, including segregation-of-duties and IT general control deficiencies that previously led to restatements.
Madison Air Solutions reported strong second-quarter 2026 performance, with net sales of $991.3 million, up 21% from $819.6 million, and net income of $70.5 million, up 129% with a 7.1% margin. Adjusted results were also solid, including adjusted net income of $147.7 million, a 14.9% margin, and adjusted EBITDA of $265.8 million, up 18% with a 26.8% margin. Backlog reached $2,868.4 million, up 133% year over year, and orders grew 45% on a combined basis, reflecting broad demand across commercial and residential markets.
The company used IPO and private placement net proceeds of $2,584.2 million, together with $41.5 million of cash on hand, to repay $2,625.7 million of borrowings, reducing total debt to $3,053.7 million and bringing net leverage down to 2.8x from 5.9x. Cash flow from continuing operations was $98.6 million in the quarter and free cash flow was $89.6 million. Given strong first-half execution and record backlog, Madison Air raised its full‑year 2026 net sales outlook to $3,825–$3,925 million, while reiterating adjusted EBITDA guidance of $1,020–$1,065 million.