Madison Air (NASDAQ: MAIR) backer buys millions of shares in private placement

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Buyer: 8,770,524 shares

Net Buy 2 txns

Insider BERTARELLI ERNESTO, KC Armada LP

Role 10% Owner | 10% Owner

Bought 8,770,524 shs ($219.00M)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock F1, F2	8,770,524	$24.97	$219.00M
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 46,387,522 shares (Indirect, By K.C. Armada, LP); Class A Common Stock — 7,224,073 shares (Indirect, By Kedge Capital Principal Opportunities V, LP)

Footnotes (3)

1. F1. On August 25, 2026, K.C. Armada, LP purchased 8,770,524 shares of the Issuer's Class A common stock from the Issuer at a price of $24.97 per share in a private placement.
2. F2. Represents securities held by K.C. Armada, LP, which may be deemed to be beneficially owned by Ernesto Bertarelli. Mr. Bertarelli disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
3. F3. Represents securities held by Kedge Capital Principal Opportunities V, LP, which may be deemed to be beneficially owned by Mr. Bertarelli. Mr. Bertarelli disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

Key Figures

Shares purchased: 8,770,524 shares of Class A Common Stock Purchase price per share: $24.97 per share Total shares following transaction (K.C. Armada, LP): 46,387,522 shares +2 more

5 metrics

Shares purchased 8,770,524 shares of Class A Common Stock Purchased by K.C. Armada, LP on August 25, 2026 in a private placement

Purchase price per share $24.97 per share Price paid by K.C. Armada, LP in the August 25, 2026 private placement

Total shares following transaction (K.C. Armada, LP) 46,387,522 shares Indirect holdings of MAIR Class A Common Stock after the reported purchase

Additional indirect holdings (Kedge Capital Principal Opportunities V, LP) 7,224,073 shares MAIR Class A Common Stock indirectly beneficially owned through Kedge Capital Principal Opportunities V, LP

Net buy shares 8,770,524 shares Net share change across all reported non-derivative transactions in this Form 4

Key Terms

private placement, beneficially owned, pecuniary interest, ten percent owner

4 terms

private placement financial

"purchased 8,770,524 shares of the Issuer's Class A common stock from the Issuer at a price of $24.97 per share in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

beneficially owned financial

"Represents securities held by K.C. Armada, LP, which may be deemed to be beneficially owned by Ernesto Bertarelli"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest financial

"Mr. Bertarelli disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein"

ten percent owner regulatory

"reportingPersons name BERTARELLI ERNESTO is_ten_percent_owner 1"

FAQ

What insider purchase did MAIR disclose in this Form 4?

The filing reports that K.C. Armada, LP purchased 8,770,524 MAIR Class A shares on August 25, 2026 in a private placement at $24.97 per share from Madison Air Solutions Corp, significantly increasing its reported indirect holdings.

Who is the reporting person in the MAIR Form 4 and what is their role?

The reporting person is Ernesto Bertarelli, identified as a ten percent owner of Madison Air Solutions Corp (MAIR). Certain shares held by affiliated funds may be deemed beneficially owned by him, subject to his disclaimers of beneficial ownership beyond his pecuniary interest.

How many MAIR shares does K.C. Armada, LP hold after the reported transaction?

After the August 25, 2026 purchase, K.C. Armada, LP holds 46,387,522 MAIR Class A shares indirectly. These securities may be deemed beneficially owned by Ernesto Bertarelli, who disclaims beneficial ownership except to the extent of his pecuniary interest.

What is the additional MAIR shareholding reported through Kedge Capital Principal Opportunities V, LP?

The filing states that 7,224,073 MAIR Class A shares are held by Kedge Capital Principal Opportunities V, LP. These may be deemed beneficially owned by Ernesto Bertarelli, who disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Was the MAIR insider trade made under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not checked, and the footnotes do not state that the August 25, 2026 transaction by K.C. Armada, LP was made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

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Available on EDGAR 08/27/2026 - 04:16 PM Accepted by SEC EDGAR 08/27/2026 - 04:15 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BERTARELLI ERNESTO

(Last) (First) (Middle)

C/O AVENUE GIUSEPPE MOTTA 31-33

PO BOX 145

(Street)

GENEVA CH-1211

(City) (State) (Zip)

SWITZERLAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
Madison Air Solutions Corp [ MAIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/25/2026		P(1)		8,770,524	A	$24.97	46,387,522	I	By K.C. Armada, LP(2)
Class A Common Stock								7,224,073	I	By Kedge Capital Principal Opportunities V, LP(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BERTARELLI ERNESTO

(Last) (First) (Middle)

C/O AVENUE GIUSEPPE MOTTA 31-33

PO BOX 145

(Street)

GENEVA CH-1211

(City) (State) (Zip)

SWITZERLAND

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KC Armada LP

(Last) (First) (Middle)

GASPE HOUSE, 2ND FLOOR, 66-72 ESPLANADE

(Street)

ST HELIER JE1 1GH

(City) (State) (Zip)

JERSEY

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On August 25, 2026, K.C. Armada, LP purchased 8,770,524 shares of the Issuer's Class A common stock from the Issuer at a price of $24.97 per share in a private placement.

2. Represents securities held by K.C. Armada, LP, which may be deemed to be beneficially owned by Ernesto Bertarelli. Mr. Bertarelli disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

3. Represents securities held by Kedge Capital Principal Opportunities V, LP, which may be deemed to be beneficially owned by Mr. Bertarelli. Mr. Bertarelli disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

	/s/ Edward Patrick Butler, as attorney-in-fact for Ernesto Bertarelli	08/27/2026
	K.C. Armada, LP, acting by its general partner, Kedge Capital PE FoF GP Limited, By /s/ Andrew Le Gal, Director	08/27/2026
	K.C. Armada, LP, acting by its general partner, Kedge Capital PE FoF GP Limited, By /s/ Sally Hardman, Director	08/27/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)