Madison Air CFO shares withheld for tax on vesting

Madison Air Solutions Corp Chief Financial Officer John Joseph V Foley reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Madison Air Solutions Corp Chief Financial Officer John Joseph V Foley reported a routine tax-related share disposition. On the vesting of 46,215 EAR Units, 21,143 shares of Class A common stock were withheld at $38.13 per share to satisfy his tax obligation, rather than sold on the open market. Following this withholding, Foley directly holds 1,641,786 shares of Class A common stock and his holdings include 506,537 EAR Units, each representing the right to receive one share upon future vesting, subject to continued service.

Insider Trade Summary

Exercise Price or Tax Liability: 21,143 shares

Exercise Price or Tax Liability 1 txn

Insider Foley John Joseph V

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A common stock	21,143	$38.13	$806K

Holdings After Transaction: Class A common stock — 1,641,786 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 46,215 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 506,537 EAR Units

Key Figures

Shares withheld for taxes: 21,143 shares Withholding price: $38.13 per share Shares after transaction: 1,641,786 shares +2 more

5 metrics

Shares withheld for taxes 21,143 shares Class A common stock withheld to satisfy tax obligation

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

Shares after transaction 1,641,786 shares Direct Class A common stock holdings following withholding

Vested EAR Units 46,215 units EAR Units that vested and triggered tax withholding

Remaining EAR Units 506,537 units EAR Units included in CFO’s holdings after this event

Key Terms

EAR Units, Class A common stock, tax obligation, vesting

4 terms

EAR Units financial

"Represents shares ... upon the vesting of 46,215 EAR Units."

Class A common stock financial

"Represents shares of the Issuer's Class A common stock withheld to satisfy the reporting person's tax obligation"

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 obligation financial

"withheld to satisfy the reporting person's tax obligation upon the vesting of 46,215 EAR Units"

vesting financial

"Each EAR Unit represents the right to receive one share ... upon vesting, subject to continued service"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Madison Air Solutions (MAIR) report for its CFO?

Madison Air Solutions’ CFO John Joseph V Foley had 21,143 Class A shares withheld for taxes. The withholding occurred when 46,215 EAR Units vested, and it was not an open-market sale but a tax-settlement mechanism tied to equity compensation vesting.

How many Madison Air Solutions (MAIR) shares does the CFO hold after this Form 4?

After the tax withholding, CFO John Joseph V Foley directly holds 1,641,786 Class A common shares. His equity position also includes 506,537 EAR Units, which each represent a right to receive one share upon future vesting, contingent on continued service.

Was the Madison Air Solutions (MAIR) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The company withheld 21,143 Class A shares at $38.13 each to cover the CFO’s tax obligation triggered by the vesting of 46,215 EAR Units.

What are EAR Units mentioned in the Madison Air Solutions (MAIR) filing?

EAR Units are equity awards where each unit represents the right to receive one Class A share upon vesting. In this filing, 46,215 EAR Units vested, and Foley’s holdings include a remaining 506,537 EAR Units, all subject to continued service until their respective vesting dates.

What price per share applies to the Madison Air Solutions (MAIR) tax withholding?

The tax-withholding disposition used a price of $38.13 per Class A share. At that price, 21,143 shares were withheld to satisfy CFO John Joseph V Foley’s tax obligation arising from the vesting of his equity awards.

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

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

Foley John Joseph V

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		21,143(1)	D	$38.13	1,641,786(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 46,215 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 506,537 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)