Madison Air (NYSE: MAIR) prices $27.00 IPO and completes $100M private deal

Rhea-AI Filing Summary

Madison Air Solutions Corporation completed the pricing and launch of its initial public offering of Class A common stock. The company agreed to sell 82,692,308 shares at $27.00 per share, with underwriters exercising a 30-day option for an additional 12,403,846 shares, and the stock listing on the New York Stock Exchange under the symbol MAIR.

Alongside the IPO, Madison Air entered into an underwriting agreement and a suite of governance, tax, separation, transition, registration rights, lock-up and indemnification arrangements with key shareholders and executives. It also adopted new equity incentive and equity appreciation plans and implemented an amended and restated certificate of incorporation and bylaws effective April 15, 2026.

Insights

Equity capital markets analyst

Large IPO raises primary capital and formalizes post-IPO governance.

Madison Air priced a sizable IPO of 82,692,308 Class A shares at $27.00, with underwriters taking a full 12,403,846-share option. The transaction establishes public trading under the MAIR ticker and is supported by a standard underwriting syndicate of major banks.

In parallel, the company completed extensive pre-IPO restructuring: registration rights, director nomination, tax and separation agreements, plus lock-ups for major holders. New equity incentive and equity appreciation plans were adopted, and amended charter and bylaws took effect on April 15, 2026, defining the long-term governance and compensation framework.

Madison Air also executed significant unregistered issuances, including 320,676,155 Class B shares to a holding entity and 3,703,704 additional Class B shares in a $100.0 million concurrent private placement. Future public disclosures will show how this dual-class and incentive structure influences ownership, control and dilution over time.

8-K Event Classification

7 items: 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01

7 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO shares: 82,692,308 shares IPO price: $27.00 per share Underwriter option shares: 12,403,846 shares +5 more

8 metrics

IPO shares 82,692,308 shares Class A common stock offered at IPO

IPO price $27.00 per share Public offering price for Class A common stock

Underwriter option shares 12,403,846 shares Additional Class A shares under 30-day option

Kedge Class A issuance 44,841,071 shares Unregistered Class A shares issued to Kedge

Holdings Class B issuance 320,676,155 shares Class B shares issued to Madison Industries Holdings LLC

Concurrent Class B private shares 3,703,704 shares Class B shares sold in $100.0M private placement

Concurrent private placement size $100.0 million Value of Class B common stock sold to existing investor

EAR Units issued 146,556 units Equity Appreciation Rights Units to former employees and consultants

Key Terms

initial public offering, Underwriting Agreement, Registration Rights Agreement, Equity Appreciation Rights Units, +2 more

6 terms

initial public offering financial

"announced the pricing of its initial public offering of 82,692,308 shares"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Registration Rights Agreement financial

"the Registration Rights Agreement, dated as of April 15, 2026, by and among the Company, Madison Industries Holdings LLC"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Equity Appreciation Rights Units financial

"the Company issued 146,556 Equity Appreciation Rights Units (“EAR Units”) to certain former employees"

2026 Omnibus Incentive Plan financial

"the Company adopted the Madison Air Solutions Corporation 2026 Omnibus Incentive Plan (the “Omnibus Plan”)"

Amended and Restated Certificate of Incorporation financial

"filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”)"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

Understanding 8-K Material Events →

0002098430--12-31false00020984302026-04-152026-04-15

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): April 15, 2026

Madison Air Solutions Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-43236	41-2529345
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

444 West Lake Street, Suite 4460 Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 262-6374

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-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 230.425)

☐ Soliciting material 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 Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0000001 per share	MAIR	New 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 Exchange Act of 1934 (§240.12b-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.

On April 15, 2026, Madison Air Solutions Corporation (the “Company”) priced the initial public offering (“IPO”) of its Class A common stock, par value $0.0000001 per share (the “Class A Common Stock”), at an offering price of $27.00 per share (the “IPO Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-294156), as amended (the “Registration Statement”). On April 15, 2026, in connection with the pricing of the IPO, the Company and Madison Industries IAQ Solutions Corporation (“MIAQ Solutions”), a wholly owned subsidiary of the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Barclays Capital Inc., Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 82,692,308 shares of its Class A Common Stock at the IPO Price. The Underwriters were granted a 30-day option to purchase up to an additional 12,403,846 shares of Class A Common Stock from the Company. The Underwriters exercised their option to purchase additional shares in full on April 16, 2026. The offering closed and the shares were delivered on April 17, 2026 (the “Closing Date”). The material terms of the offering are described in the prospectus, dated April 15, 2026 (the “Prospectus”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on April 17, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The IPO is registered with the Commission pursuant to the Registration Statement.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the section entitled “Underwriting” in the Prospectus.

In connection with the IPO, the Company entered into the following additional agreements:

•the Registration Rights Agreement, dated as of April 15, 2026, by and among the Company, Madison Industries Holdings LLC (“Holdings”), K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP (together, “Kedge”), a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein;

•the Director Nomination Agreement, dated as of April 15, 2026, by and between the Company and Holdings, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein;

•the Separation Agreement, dated as of April 15, 2026, by and among the Company, Holdings, Madison Industries International Holdings LLC (“International Holdings”) and Madison Industries US Holdings Corp., a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein;

•the Tax Matters Agreement, dated as of April 15, 2026, by and between the Company and International Holdings, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein;

•the Transition Services Agreement, dated as of April 15, 2026, by and between the Company and International Holdings, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein;

•the Lock-Up Agreements, each dated as of April 15, 2026, by and between the Company and Holdings and Kedge, copies of which are filed as Exhibits 10.5, 10.6 and 10.7 to this Current Report on Form 8-K and are incorporated by reference herein; and

•the Indemnification Agreements, each dated on or around April 15, 2026, by and between the Company and each of its directors and executive officers, the form of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated by reference herein.

Descriptions of these agreements are contained in the Prospectus in the section entitled “Certain Relationships and Related Party Transactions” and are incorporated by reference into this Item 1.01. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements attached hereto as Exhibit 4.1, and Exhibits 10.1 to 10.8, which are incorporated by reference into this Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the consummation of the IPO and on April 15, 2026, the Company sold (i) an aggregate of 44,841,071 shares of Class A Common Stock to Kedge, (ii) an aggregate of 14,311,991 shares of Class A Common Stock to certain unaffiliated institutional investors, (iii) an aggregate of 12,299,462 shares of Class A Common Stock to certain unaffiliated investors and (iv) an aggregate of 10,339,435 shares of Class A Common Stock to certain of the Company’s executive officers, including Jill Wyant, JJ Foley and Jeffrey Krautkramer, and certain other current employees and consultants of the Company, in each case in exchange for LLC units of certain subsidiaries of the Company. Additionally, in connection with the consummation of the IPO, on April 15, 2026, the Company sold 320,676,155 shares of the Company’s Class B common stock, par value $0.0000001 per share (the “Class B Common Stock”), to Holdings in exchange for all of the issued and outstanding shares of capital stock of MIAQ Solutions. The information provided under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuances of the Class A Common Stock and Class B Common Stock described in this paragraph were made in reliance on Section 4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder.

Additionally, in connection with the consummation of the IPO, on April 15, 2026, the Company issued 146,556 Equity Appreciation Rights Units (“EAR Units”) to certain former employees and consultants of the Company in respect of, and subject to the same vesting terms as, pre-IPO awards held by such former employees and consultants. The issuances of the EAR Units described in this paragraph were made in reliance on Regulation D under the Securities Act.

Further, in connection with the consummation of the IPO, on April 15, 2026, the Company sold 3,703,704 shares of Class B Common Stock at a price per share equal to the IPO Price to Holdings in a concurrent private placement. The issuance of Class B Common Stock in the concurrent private placement described in this paragraph was made in reliance on Section 4(a)(2) of the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2026, Hudson La Force, George Nolen and Jill Wyant were appointed to the Company’s board of directors. Biographical information and other information regarding the committees upon which these directors are expected to serve, related party transactions involving any of these directors, the compensation plans in which such directors participate, and information about any arrangement or understanding between such director and any other persons pursuant to which such director was selected as a director was previously reported in the Prospectus in the sections entitled “Certain Relationships and Related Party Transactions” and “Management” and is incorporated by reference into this Item 5.02.

On or after April 15, 2026, in connection with the IPO, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements provide the Company’s directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest

extent permitted under the Delaware General Corporation Law. These indemnification rights are not exclusive of any other right that an indemnified person may have or hereafter acquire under any statute, provision of the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (each as defined below), any agreement, or vote of stockholders or disinterested directors or otherwise. This description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement attached hereto as Exhibit 10.8, which is incorporated by reference into this Item 5.02.

Additionally, on April 15, 2026 and in connection with the IPO, the Company adopted the Madison Air Solutions Corporation 2026 Omnibus Incentive Plan (the “Omnibus Plan”) and Madison Indoor Air Solutions LLC (“Madison IAS”), an indirect wholly owned subsidiary of the Company, adopted the Second Amended and Restated Equity Appreciation Plan (the “Second A&R EAR Plan”). Also on April 15, 2026, the Company assumed the Third Amended and Restated Equity Appreciation Plan of Madison Air Solutions Corporation (the “Third A&R EAR Plan”), which will become effective upon filing of the Company’s Registration Statement on Form S-8. Descriptions of the Omnibus Plan, the Second A&R EAR Plan and the Third A&R EAR Plan are contained in the Prospectus in the sections entitled “Executive Compensation—Compensation in Connection with This Offering” and “Executive Compensation—Pay Mix—Long-Term Incentive Compensation,” and are incorporated by reference into this Item 5.02. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Omnibus Plan, the Second A&R EAR Plan and the Third A&R EAR Plan attached hereto as Exhibits 10.9, 10.10 and 10.11, respectively, which are incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2026, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), each of which became effective on April 15, 2026. A description of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference into this Item 5.03. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3.1 and the copy of the Amended and Restated Bylaws attached hereto as Exhibit 3.2, both of which are incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On April 15, 2026, the Company issued a press release announcing pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of April 15, 2026, by and among Madison Air Solutions Corporation, Madison Industries IAQ Solutions Corporation, Goldman Sachs & Co. LLC, Barclays Capital Inc., Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto.
3.1		Amended and Rested Certificate of Incorporation of Madison Air Solutions Corporation.
3.2		Amended and Restated Bylaws of Madison Air Solutions Corporation.
4.1		Registration Rights Agreement, dated as of April 15, 2026, by and among Madison Air Solutions Corporation, Madison Industries Holdings LLC and the other stockholders party thereto.
10.1		Director Nomination Agreement, dated as of April 15, 2026, by and between Madison Air Solutions Corporation and Madison Industries Holdings LLC.
10.2		Separation Agreement, dated as of April 15, 2026, by and among Madison Air Solutions Corporation, Madison Industries Holdings LLC, Madison Industries International Holdings LLC and Madison Industries US Holdings Corp.
10.3		Tax Matters Agreement, dated as of April 15, 2026, by and between Madison Air Solutions Corporation and Madison Industries International Holdings LLC.
10.4		Transition Services Agreement, dated as of April 15, 2026, by and between Madison Air Solutions Corporation and Madison Industries International Holdings LLC.
10.5		Lock-Up Agreement, by and between Madison Industries Holdings LLC and Madison Air Solutions Corporation.
10.6		Lock-Up Agreement, by and between Kedge Capital Principal Opportunities V LP and Madison Air Solutions Corporation.
10.7		Lock-Up Agreement, by and between KC Armada LP and Madison Air Solutions Corporation.
10.8		Form of Indemnification Agreement between Madison Air Solutions Corporation and each of its directors and executive officers (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 filed with the Commission on March 16, 2026).
10.9		Madison Air Solutions Corporation 2026 Omnibus Incentive Plan.
10.10		Second Amended and Restated Equity Appreciation Plan of Madison Indoor Air Solutions LLC.
10.11		Third Amended and Restated Equity Appreciation Plan of Madison Air Solutions Corporation.
99.1		Press Release, dated April 15, 2026.

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
Date: April 17, 2026
	By:	/s/ John Lavorato
		John Lavorato
		General Counsel

Exhibit 99.1

Madison Air Announces Pricing of Initial Public Offering

CHICAGO, IL, April 15, 2026 — Madison Air Solutions Corporation (“Madison Air”) today announced the pricing of its initial public offering of 82,692,308 shares of its Class A common stock at a public offering price of $27.00 per share. In addition, Madison Air has granted the underwriters a 30-day option to purchase up to an additional 12,403,846 shares of its Class A common stock at the initial public offering price, less underwriting discounts and commissions.

The shares are expected to begin trading on the New York Stock Exchange on April 16, 2026 under the ticker symbol “MAIR,” and the offering is expected to close on April 17, 2026, subject to customary closing conditions.

Goldman Sachs & Co. LLC, Barclays, Jefferies and Wells Fargo Securities are acting as lead bookrunning managers for the proposed offering.

BofA Securities, Citigroup, Baird, RBC Capital Markets, Guggenheim Securities, Santander, Wolfe | Nomura Alliance and CIBC Capital Markets are acting as book-running managers.

Comerica Securities, William Blair, Stifel, Capital One Securities and PNC Capital Markets LLC are acting as co-managers.

In addition to the shares being sold in the initial public offering, Madison Air has agreed to sell $100.0 million of its Class B common stock in a concurrent private placement to one of its existing investors, an entity controlled by Madison Air’s founder, Larry Gies, at a price per share equal to the initial public offering price. The sale of the shares of Class B common stock in the concurrent private placement will not be registered under the Securities Act of 1933, as amended. The closing of the concurrent private placement is expected to be completed concurrently with the closing of the initial public offering.

The initial public offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 by calling 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022 by calling (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.

A registration statement relating to the securities sold in the initial public offering has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Madison Air

Madison Air is an air quality solutions provider for priority commercial and residential markets. Through its portfolio of trusted brands, including Addison, AprilAire, Big Ass Fans, Broan-NuTone, Nortek Air Solutions, Nortek Data Center Cooling and Reznor, the company helps customers improve performance, protect critical assets and create healthier indoor environments. Madison Air’s mission is to make the world safer, healthier and more productive through the power of better air.

Investor Relations Contact:

Steve Low-Tufo

slowtufo@madison.net

+1-203-260-2262

Media Contact:

Christine Carey

ccarey@madisonair.com

+1-612-447-3457

FAQ

What are the key terms of Madison Air (MAIR) initial public offering?

Madison Air priced its IPO at $27.00 per share for 82,692,308 Class A shares, with underwriters exercising a 12,403,846-share option. The stock trades on the New York Stock Exchange under the symbol MAIR, following a standard underwriting agreement with major investment banks.

How large is Madison Air (MAIR) concurrent private placement of Class B shares?

In addition to the IPO, Madison Air agreed to sell $100.0 million of Class B common stock in a concurrent private placement. One existing investor, an entity controlled by founder Larry Gies, will purchase 3,703,704 Class B shares at the same $27.00 price as the IPO.

What unregistered equity issuances did Madison Air (MAIR) complete at IPO closing?

On April 15, 2026, Madison Air issued multiple unregistered tranches of Class A and Class B shares in exchange for subsidiary LLC units and MIAQ Solutions stock. These included 44,841,071 Class A shares to Kedge and 320,676,155 Class B shares to Madison Industries Holdings LLC.

What new governance documents did Madison Air (MAIR) adopt around its IPO?

Madison Air filed an Amended and Restated Certificate of Incorporation and adopted Amended and Restated Bylaws effective April 15, 2026. These documents, described in its prospectus, define the company’s capital structure, voting rights and other key governance provisions as a newly public company.

Which board and executive-related agreements did Madison Air (MAIR) implement?

Madison Air appointed Hudson La Force, George Nolen and Jill Wyant to its board and entered into indemnification agreements with all directors and executive officers. It also signed a Director Nomination Agreement with Madison Industries Holdings LLC and adopted new equity incentive and equity appreciation plans.

What compensation and incentive plans did Madison Air (MAIR) establish in connection with the IPO?

The company adopted the Madison Air Solutions Corporation 2026 Omnibus Incentive Plan and Madison Indoor Air Solutions LLC’s Second Amended and Restated Equity Appreciation Plan. It also assumed a Third Amended and Restated Equity Appreciation Plan, with details described in the prospectus’ executive compensation sections.

Filing Exhibits & Attachments

16 documents

Press Releases

• EX-99.1 EX-99.1 13.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 91.3 KB
• EX-10.2 EX-10.2 108.3 KB
• EX-10.3 EX-10.3 426.5 KB
• EX-10.4 EX-10.4 168.8 KB
• EX-10.5 EX-10.5 41.9 KB
• EX-10.6 EX-10.6 63.1 KB
• EX-10.7 EX-10.7 61.9 KB
• EX-10.9 EX-10.9 250.4 KB
• EX-10.10 EX-10.10 161.2 KB
• EX-10.11 EX-10.11 159.6 KB

Other Documents

• EX-1.1 EX-1.1 373.1 KB
• EX-3.1 EX-3.1 204.8 KB
• EX-3.2 EX-3.2 237.5 KB
• EX-4.1 EX-4.1 382.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 27.6 KB