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Madison Air Solutions (MAIR) insider reports 324M convertible Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Madison Air Solutions Corp reported initial insider ownership on a Form 3. Madison Industries Holdings LLC holds 324,379,859 shares of Class B common stock, which are indirectly attributed to director and ten-percent owner Larry Gies.

Each share of Class B common stock is convertible into one share of Class A common stock at any time at the holder’s election, or automatically under certain circumstances, and has no expiration date. The shares are held directly by Madison Industries Holdings LLC, where Mr. Gies is the sole manager. He may be deemed to beneficially own these shares but disclaims beneficial ownership except to the extent of his pecuniary interest.

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Insider Gies Larry, Madison Industries Holdings LLC
Role Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
holding Class B common stock -- -- --
Holdings After Transaction: Class B common stock — 324,379,859 shares (Indirect, See Footnote)
Footnotes (1)
  1. Each share of Class B common stock is convertible into one share of Class A common stock at any time, at the holder's election, or automatically under certain circumstances. The shares of Class B common stock have no expiration date. The shares of Class B common stock are held directly by Madison Industries Holdings LLC ("Holdings"). Larry Gies is the sole manager of Holdings. Consequently, Mr. Gies may be deemed to beneficially own the shares of Class B common stock held directly by Holdings but disclaims beneficial ownership of such shares of Class B common stock except to the extent of his pecuniary interest therein.
Class B shares held 324,379,859 shares Class B common stock held indirectly via Madison Industries Holdings LLC
Underlying Class A shares 324,379,859 shares Underlying Class A common stock into which Class B is convertible
Conversion price $0.0000 per share Exercise price for conversion of Class B into Class A common stock
Class B common stock financial
"Each share of Class B common stock is convertible into one share of Class A common stock at any time"
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.
convertible financial
"Each share of Class B common stock is convertible into one share of Class A common stock"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
beneficially own financial
"Mr. Gies may be deemed to beneficially own the shares of Class B common stock held directly by Holdings"
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.
pecuniary interest financial
"disclaims beneficial ownership of such shares of Class B common stock except to the extent of his pecuniary interest therein"
Understanding Insider Trading Forms →
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Gies Larry
(Last)(First)(Middle)
C/O MADISON INDUSTRIES HOLDINGS LLC
444 WEST LAKE STREET, SUITE 4400
(Street)
CHICAGO ILLINOIS 60606
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2026		3. Issuer Name and Ticker or Trading Symbol
Madison Air Solutions Corp [ MAIR ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B common stock (1) (1)Class A common stock324,379,859(1)ISee Footnote(2)
1. Name and Address of Reporting Person*
Gies Larry
(Last)(First)(Middle)
C/O MADISON INDUSTRIES HOLDINGS LLC
444 WEST LAKE STREET, SUITE 4400
(Street)
CHICAGO ILLINOIS 60606
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Madison Industries Holdings LLC
(Last)(First)(Middle)
444 WEST LAKE STREET, SUITE 4400
(Street)
CHICAGO ILLINOIS 60606
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Each share of Class B common stock is convertible into one share of Class A common stock at any time, at the holder's election, or automatically under certain circumstances. The shares of Class B common stock have no expiration date.
2. The shares of Class B common stock are held directly by Madison Industries Holdings LLC ("Holdings"). Larry Gies is the sole manager of Holdings. Consequently, Mr. Gies may be deemed to beneficially own the shares of Class B common stock held directly by Holdings but disclaims beneficial ownership of such shares of Class B common stock except to the extent of his pecuniary interest therein.
Remarks:
Holdings is a director-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Exhibit 24.1 Power of Attorney
/s/ Larry Gies04/16/2026
/s/ Larry Gies, sole manager of Madison Industries Holdings LLC04/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider holdings does Madison Air Solutions (MAIR) report on this Form 3?

The filing reports that Madison Industries Holdings LLC holds 324,379,859 shares of Class B common stock of Madison Air Solutions Corp. These shares are reported as being indirectly owned in connection with director and ten-percent owner Larry Gies.

Who directly holds the Class B shares reported for Madison Air Solutions (MAIR)?

The Class B common stock is held directly by Madison Industries Holdings LLC. The filing states that this entity is the direct holder, while director and ten-percent owner Larry Gies is the sole manager of Madison Industries Holdings LLC.

What is Larry Gies’s relationship to the Madison Air Solutions (MAIR) Class B shares?

Larry Gies is the sole manager of Madison Industries Holdings LLC, which directly holds the Class B shares. He may be deemed to beneficially own those shares but disclaims beneficial ownership except to the extent of his pecuniary interest in them.

Does the Madison Air Solutions (MAIR) Form 3 show any insider buy or sell transactions?

The Form 3 reflects an initial holding of Class B common stock rather than a new purchase or sale. Transaction data in the summary indicates no buy, sell, exercise, gift, or tax withholding entries, only a reported ownership position.