Madison Air director to buy 12.0M, 12.8M shares

Rhea-AI Filing Summary

Madison Air Solutions Corp (MAIR) reported that director and ten-percent owner Larry Gies and affiliated entities entered into two indirect acquisitions of Class A common stock. The transactions represent purchases from Madison Air Solutions Corp pursuant to a securities purchase agreement with certain institutional accredited investors, expected to close on September 1, 2026.

One transaction covers 12,014,417 shares at $24.97 per share, to be held in Mr. Gies' revocable trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. The other covers 12,815,378 shares at $24.97 per share, to be held directly by Madison Solutions LLC, where Mr. Gies may be deemed to beneficially own the securities but similarly disclaims beneficial ownership beyond his pecuniary interest. The filing does not report post-transaction share totals for these holdings, and the transactions were not reported as pursuant to a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 24,829,795 shares

Net Buy 2 txns

Insider Gies Larry, Madison Industries Holdings LLC

Role Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock F1, F2	12,014,417	$24.97	$300.00M
Grant/Award	Class A common stock F1, F3	12,815,378	$24.97	$320.00M

Holdings After Transaction: Class A common stock — 12,815,378 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. The reported transaction represents a purchase from the Issuer pursuant to a securities purchase agreement with certain institutional accredited investors, expected to close on September 1, 2026.
2. F2. The reported securities are held in Mr. Gies' revocable trust. Mr. Gies disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3. F3. The reported securities are held directly by Madison Solutions LLC ("Madison Solutions"). As the sole manager of Madison Solutions, Mr. Gies may be deemed to beneficially own the reported securities held directly by Madison Solutions but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Key Figures

Shares acquired via revocable trust: 12,014,417 shares of Class A common stock Shares acquired via Madison Solutions LLC: 12,815,378 shares of Class A common stock Transaction price per share: $24.97 per share +1 more

4 metrics

Shares acquired via revocable trust 12,014,417 shares of Class A common stock Indirect acquisition by Mr. Gies' revocable trust on 2026-08-25 at $24.97 per share

Shares acquired via Madison Solutions LLC 12,815,378 shares of Class A common stock Indirect acquisition by Madison Solutions LLC on 2026-08-25 at $24.97 per share

Transaction price per share $24.97 per share Price for each of the two reported acquisitions of MAIR Class A common stock

Closing date for securities purchase agreement September 1, 2026 Expected closing date for purchases from Madison Air Solutions Corp under the securities purchase agreement

Key Terms

securities purchase agreement, revocable trust, beneficial ownership, pecuniary interest, +1 more

5 terms

securities purchase agreement financial

"represents a purchase from the Issuer pursuant to a securities purchase agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

revocable trust financial

"The reported securities are held in Mr. Gies' revocable trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

beneficial ownership financial

"disclaims beneficial ownership of such securities except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein."

directors-by-deputization regulatory

"may be directors-by-deputization solely for purposes of Section 16"

FAQ

What insider transactions were reported for MAIR in this Form 4?

The Form 4 reports two indirect acquisitions of Class A common stock of Madison Air Solutions Corp by entities associated with director and ten-percent owner Larry Gies, both representing purchases from the issuer under a securities purchase agreement expected to close on September 1, 2026.

How many MAIR shares did Larry Gies-affiliated entities acquire and at what price?

One transaction reports 12,014,417 shares and the other 12,815,378 shares of MAIR Class A common stock, each at a price of $24.97 per share, representing purchases from Madison Air Solutions Corp under a securities purchase agreement with institutional accredited investors.

Which entities hold the MAIR shares reported in this Form 4?

The 12,014,417 shares are held in Mr. Gies' revocable trust. The 12,815,378 shares are held directly by Madison Solutions LLC. Mr. Gies disclaims beneficial ownership of both positions except to the extent of his pecuniary interest in the respective entities.

Were the MAIR insider transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is unchecked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan or other pre-arranged trading arrangement.

When are the reported MAIR share purchases expected to close?

Both reported transactions represent purchases from Madison Air Solutions Corp pursuant to a securities purchase agreement with certain institutional accredited investors, which is stated to be expected to close on September 1, 2026.

How is beneficial ownership of the new MAIR shares described for Larry Gies?

For both the revocable trust and Madison Solutions LLC holdings, Larry Gies disclaims beneficial ownership of the securities except to the extent of his pecuniary interest, even though he may be deemed to beneficially own the Madison Solutions LLC shares as its sole manager.

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Available on EDGAR 08/27/2026 - 05:36 PM Accepted by SEC EDGAR 08/27/2026 - 05:35 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^*

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

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

X	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		A(1)		12,014,417	A	$24.97	12,014,417	I	See Footnote(2)
Class A common stock	08/25/2026		A(1)		12,815,378	A	$24.97	12,815,378	I	See Footnote(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^*

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

X	Director	X	10% 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

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

Explanation of Responses:

1. The reported transaction represents a purchase from the Issuer pursuant to a securities purchase agreement with certain institutional accredited investors, expected to close on September 1, 2026.

2. The reported securities are held in Mr. Gies' revocable trust. Mr. Gies disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The reported securities are held directly by Madison Solutions LLC ("Madison Solutions"). As the sole manager of Madison Solutions, Mr. Gies may be deemed to beneficially own the reported securities held directly by Madison Solutions but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

Madison Solutions and Madison Industries Holdings LLC may be directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Larry Gies	08/27/2026
	/s/ Larry Gies, Sole Manager of Madison Industries Holdings LLC	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)