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Madison Air (MAIR) lowers incremental term loan margin in Seventh Amendment

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Madison Air Solutions Corporation disclosed that its subsidiary Madison IAQ LLC entered into a Seventh Amendment to its existing Credit and Guaranty Agreement with Wells Fargo Bank. The amendment lowers the interest rate on the incremental term loan facility from Term SOFR plus an applicable margin of 2.75% to Term SOFR plus an applicable margin of 1.75%.

Other terms of the credit agreement remain materially unchanged, and borrowings continue to be governed by the existing covenants and restrictions. The amendment is documented in the Seventh Amendment to Credit and Guaranty Agreement, dated June 4, 2026, filed as an exhibit.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Previous interest margin Term SOFR + 2.75% Incremental term loan facility before Seventh Amendment
New interest margin Term SOFR + 1.75% Incremental term loan facility after Seventh Amendment on June 4, 2026
Amendment date June 4, 2026 Date of Seventh Amendment to Credit and Guaranty Agreement
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Term Secured Overnight Financing Rate financial
"reduced the interest rate from Term Secured Overnight Financing Rate"
Credit and Guaranty Agreement financial
"Seventh Amendment to Credit and Guaranty Agreement, dated as of June 4, 2026"
A credit and guaranty agreement is a contract that sets out the terms of a loan or credit line and names one or more parties who promise to back the borrower’s obligations, like a co-signer on a car loan. It spells out repayment rules, interest, collateral, and remedies if payments stop, so investors use it to judge how risky a company’s debt is and who would be on the hook if the borrower defaults.
Emerging growth company regulatory
"Emerging growth company | |"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
FALSE000209843000020984302026-06-042026-06-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): June 4, 2026
Madison Air Solutions Corporation
(Exact name of registrant as specified in its charter)
Delaware001-4323641-2529345
(State or other jurisdiction of
incorporation or organization)		(Commission File Number):(I.R.S. Employer
Identification Number)
444 West Lake Street, Suite 4460
Chicago, IL 60606
(Address of principal executive offices)
(312) 262-6374
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 9-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
☐ Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols(s)
Name of each exchange on which registered
Class A common stock, par value $0.0000001MAIRNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12.b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




Item 1.01 Entry into a Material Definitive Agreement.
Seventh Amendment to Credit Agreement
On June 4, 2026 Madison IAQ LLC (the “Borrower”), a wholly owned indirect subsidiary of Madison Air Solutions Corporation, Madison IAQ II LLC (“Holdings”) and certain subsidiaries of the Borrower, as guarantors, and Wells Fargo Bank, National Association, as administrative agent, entered into the Seventh Amendment to Credit and Guaranty Agreement (the “Seventh Amendment”) to the Credit and Guaranty Agreement, dated as of June 21, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, the guarantors party thereto, the lenders from time to time party thereto and the administrative agent.
The Seventh Amendment, among other things, reduced the interest rate charged on the Borrower’s incremental term loan facility under the Credit Agreement from Term Secured Overnight Financing Rate (“Term SOFR”) plus an applicable margin of 2.75% to Term SOFR plus an applicable margin of 1.75%. The other terms of the Credit Agreement remained materially unchanged.
Borrowings under the Credit Agreement are subject to the Credit Agreement’s various covenants and other restrictions as described in the Credit Agreement.
The description above is only a summary of the material provisions of the Seventh Amendment and is qualified in its entirety by reference to the copy of the Seventh Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number
Exhibit Description
10.1
Seventh Amendment to Credit and Guaranty Agreement, dated as of June 4, 2026 among Madison IAQ LLC, as borrower, Madison IAQ II LLC and certain subsidiaries of the borrower, as guarantors, and Wells Fargo Bank, National Association, as administrative agent.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Madison Air Solutions Corporation
(Registrant)
Date:June 5, 2026By:/s/ JJ FOLEY
JJ Foley
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Madison Air Solutions (MAIR) change in its credit agreement?

Madison Air Solutions amended its Credit and Guaranty Agreement to adjust pricing on its incremental term loan facility. The Seventh Amendment focuses on reducing the interest margin while leaving other key terms and covenants materially unchanged.

How did the interest rate change for Madison Air Solutions’ term loan?

The applicable margin on Madison Air’s incremental term loan was reduced from Term SOFR plus 2.75% to Term SOFR plus 1.75%. This lowers the company’s borrowing cost on that facility under the existing credit agreement structure.

Which subsidiary of MAIR is the borrower under the amended credit facility?

Madison IAQ LLC, a wholly owned indirect subsidiary of Madison Air Solutions, is the borrower. Madison IAQ II LLC and certain other subsidiaries act as guarantors under the amended Credit and Guaranty Agreement with Wells Fargo Bank as administrative agent.

Who is the administrative agent for Madison Air Solutions’ amended credit agreement?

Wells Fargo Bank, National Association serves as administrative agent under the Credit and Guaranty Agreement. It is also the administrative agent for the newly executed Seventh Amendment that adjusts the interest margin on the incremental term loan facility.

Did the Seventh Amendment change other key terms or covenants for MAIR?

The company stated that other terms of the Credit and Guaranty Agreement remain materially unchanged. Borrowings continue to be subject to the same covenants and restrictions that applied before the Seventh Amendment was executed on June 4, 2026.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents