Madison Air Solutions (NYSE: MAIR) exec uses shares to cover tax bill

Rhea-AI Filing Summary

Madison Air Solutions Corp (MAIR) reported an insider tax-related share disposition by officer Leah Larson, Group President Air Mvmt/Heat. On 2026-08-21, 20,518 shares of Class A common stock were withheld at $26.25 per share to satisfy tax obligations arising from the vesting of 44,076 EAR Units. After this withholding, Larson directly held 181,331 shares of Class A common stock, including 157,773 unvested EAR Units that each represent the right to receive one share upon vesting and continued service. The Rule 10b5-1 checkbox was not marked as applicable.

Insider Trade Summary

Net Seller: 20,518 shares

Net Sell 1 txn

Insider Larson Leah

Role Group President Air Mvmt/Heat

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock F1, F2	20,518	$26.25	$539K

Holdings After Transaction: Class A common stock — 181,331 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 44,076 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 157,773 EAR Units.

Key Figures

Shares withheld for taxes: 20,518 shares Withholding price per share: $26.25 per share Shares held after transaction: 181,331 shares +2 more

5 metrics

Shares withheld for taxes 20,518 shares Class A common stock withheld on 2026-08-21 for tax liability

Withholding price per share $26.25 per share Value used for the 20,518 withheld shares

Shares held after transaction 181,331 shares Direct Class A common stock holdings following the withholding

EAR Units vested 44,076 EAR Units Equity awards whose vesting triggered the tax obligation

EAR Units included in holdings 157,773 EAR Units Unvested EAR Units included in post-transaction total holdings

Key Terms

EAR Units, Class A common stock, vesting

3 terms

EAR Units financial

"Represents shares of the Issuer's Class A common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 44,076 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.

vesting financial

"upon the vesting of 44,076 EAR Units. Each EAR Unit represents the right to receive one share of Class A common stock upon vesting"

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

What insider transaction did MAIR executive Leah Larson report?

Leah Larson reported a Code F transaction in which 20,518 shares of Madison Air Solutions Corp Class A common stock were withheld on 2026-08-21 to pay tax obligations linked to vesting equity awards, rather than an open-market purchase or sale.

How many MAIR shares were used to cover Leah Larson’s taxes?

Leah Larson had 20,518 shares of Madison Air Solutions Corp Class A common stock withheld at $26.25 per share to satisfy tax obligations associated with the vesting of EAR Units.

How many MAIR shares does Leah Larson hold after this Form 4 transaction?

Following the tax-withholding transaction, Leah Larson directly held 181,331 shares of Madison Air Solutions Corp Class A common stock, which the disclosure states includes 157,773 EAR Units that may convert into shares upon vesting and continued service.

What equity awards vested for Leah Larson at Madison Air Solutions Corp (MAIR)?

The filing states that 44,076 EAR Units vested for Leah Larson. 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.

Was Leah Larson’s MAIR transaction under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox in the filing is not marked as applicable, and there is no footnote indicating a trading plan. The transaction is characterized as tax withholding related to vesting equity awards.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 02:36 PM Accepted by SEC EDGAR 08/25/2026 - 02:36 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^*

Larson Leah

(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)
	Group President Air Mvmt/Heat

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026

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	08/21/2026		F		20,518(1)	D	$26.25	181,331(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 44,076 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 157,773 EAR Units.

Remarks:

	/s/ John Lavorato, by Power of Attorney	08/25/2026
	** 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)