MAIR CEO has shares withheld for tax on vesting

Madison Air Solutions Corp director and CEO Jill S. Wyant reported a routine tax-withholding transaction tied to equity compensation.

Rhea-AI Filing Summary

Madison Air Solutions Corp director and CEO Jill S. Wyant reported a routine tax-withholding transaction tied to equity compensation. The company withheld 93,618 shares of Class A common stock at $38.13 per share to cover her tax obligation when 184,854 EAR Units vested. Each EAR Unit gives the right to receive one share of Class A common stock upon vesting, subject to continued service. After this non‑market disposition, she directly holds 3,472,415 shares of Class A common stock, including 2,094,231 EAR Units, indicating a substantial remaining stake.

Insider Trade Summary

Exercise Price or Tax Liability: 93,618 shares

Exercise Price or Tax Liability 1 txn

Insider Wyant Jill S

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A common stock	93,618	$38.13	$3.57M

Holdings After Transaction: Class A common stock — 3,472,415 shares (Direct)

Footnotes (2)

1. F1. Represents shares of the Issuer's Class A common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 184,854 EAR Units. Each EAR Unit represents the right to receive one share of Class A common stock upon vesting, subject to continued service through the applicable vesting date.
2. F2. Includes 2,094,231 EAR Units

Key Figures

Shares withheld for tax: 93,618 shares Withholding share value: $38.13 per share Shares after transaction: 3,472,415 shares +2 more

5 metrics

Shares withheld for tax 93,618 shares Class A common stock withheld to satisfy tax obligation

Withholding share value $38.13 per share Value used for tax-withholding disposition

Shares after transaction 3,472,415 shares Total direct Class A holdings following transaction

Vested EAR Units 184,854 units EAR Units vesting that triggered the tax obligation

Remaining EAR Units 2,094,231 units EAR Units included in post-transaction holdings

Key Terms

EAR Units, tax obligation, vesting, Class A common stock, +1 more

5 terms

EAR Units financial

"Includes 2,094,231 EAR Units"

tax obligation financial

"withheld to satisfy the reporting person's tax obligation upon the vesting"

vesting financial

"upon the vesting of 184,854 EAR Units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Class A common stock financial

"Represents shares of the Issuer's Class A common stock withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 06:09 PM EDT 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^*

Wyant Jill S

(Last) (First) (Middle)

C/O MADISON AIR SOLUTIONS CORPORATION

444 WEST LAKE STREET, SUITE 4460

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

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

X	Form filed by One Reporting Person
	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	06/23/2026		F		93,618(1)	D	$38.13	3,472,415(2)	D

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

Explanation of Responses:

1. Represents shares of the Issuer's Class A common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 184,854 EAR Units. Each EAR Unit represents the right to receive one share of Class A common stock upon vesting, subject to continued service through the applicable vesting date.

2. Includes 2,094,231 EAR Units

Remarks:

	/s/ John Lavorato, by Power of Attorney	06/23/2026
	** 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)