Every 8-K that Madison Air Solutions Corporation (MAIR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MAIR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MAIR filings page.
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 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.
Madison Air Solutions Corporation reported a leadership change in its finance organization. Effective June 17, 2026, the Board appointed David M. Wisniewski as Chief Accounting Officer. Former Interim Chief Accounting Officer Michael Kenning will continue as Global Controller.
Wisniewski, age 57, previously served as Chief Accounting Officer at James Hardie Industries and Gates Industrial Corporation. Under his offer letter, he will receive a $355,000 annual base salary, be eligible for an annual incentive award targeted at 50% of base salary, and participate in the long-term incentive program. He is also slated to receive equity appreciation rights units with an approximate grant date value of $700,000, vesting on July 15, 2031, subject to employment commencement and approvals.
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.
Madison Air Solutions Corporation reports strong first quarter 2026 results with net sales of $923.7 million, up 33.8% year over year, and backlog up 115.5% with orders up 29.1% on a combined basis. GAAP net income was $43.0 million, down 6.9%, but adjusted net income rose 32.1% to $92.5 million, and adjusted EBITDA increased 38.7% to $233.4 million with a 25.3% margin. Commercial segment sales grew 23.5% and Residential sales grew 59.8%, largely acquisition-driven, while residential organic sales declined modestly. The company generated free cash flow of $50.4 million with free cash flow conversion of 117.2%. Following quarter-end, Madison Air completed an IPO and concurrent private placement, receiving $2,584.2 million in net proceeds and, together with cash on hand, repaid $2,661.2 million of term loans, reducing pro forma net leverage to 3.0x.
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.