Madison Air (MAIR) CEO has 167,516 shares withheld for tax payment

Rhea-AI Filing Summary

Madison Air Solutions Corp reported a compensation-related share withholding for its Chief Executive Officer, Jill S. Wyant. On the vesting of 330,753 EAR Units, 167,516 shares of Class A common stock were withheld at $39.02 per share to satisfy her tax obligation. This was not an open-market sale but an automatic tax-withholding disposition. After this event, she directly holds 3,566,033 shares of Class A common stock and 2,279,085 EAR Units, each of which represents the right to receive one share upon future vesting, subject to continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wyant Jill S

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock	167,516	$39.02	$6.54M

Holdings After Transaction: Class A common stock — 3,566,033 shares (Direct, null)

Footnotes (1)

1. Represents shares of the Issuer's Class A common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 330,753 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. Includes 2,279,085 EAR Units

Key Figures

Shares withheld for taxes: 167,516 shares Withholding reference price: $39.02 per share Shares held after transaction: 3,566,033 shares +2 more

5 metrics

Shares withheld for taxes 167,516 shares Class A common stock withheld for tax obligation

Withholding reference price $39.02 per share Price used in tax-withholding disposition

Shares held after transaction 3,566,033 shares Direct Class A common stock holdings following transaction

EAR Units vested 330,753 units Equity awards vesting that triggered tax obligation

EAR Units outstanding 2,279,085 units Remaining EAR Units after this vesting event

Key Terms

EAR Units, tax obligation, 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 330,753 EAR Units."

tax obligation financial

"Represents shares of the Issuer's Class A common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 330,753 EAR Units."

vesting financial

"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."

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.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/16/2026

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	06/16/2026		F		167,516(1)	D	$39.02	3,566,033(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 330,753 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 2,279,085 EAR Units

Remarks:

	/s/ John Lavorato, by Power of Attorney	06/17/2026
	** 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)

FAQ

What did Madison Air Solutions (MAIR) disclose in this Form 4?

The filing shows CEO Jill S. Wyant had 167,516 Class A shares withheld to cover taxes when 330,753 EAR Units vested. This is an automatic tax-withholding event, not an open-market sale, tied to her equity compensation.

Did the Madison Air (MAIR) CEO sell shares on the open market?

No, the CEO did not sell shares on the open market. Shares were withheld by the company to satisfy her tax obligation upon vesting of equity awards, a standard non-market transaction coded as tax-withholding disposition.

How many Madison Air (MAIR) shares does the CEO hold after this transaction?

After the tax-withholding event, CEO Jill S. Wyant directly holds 3,566,033 shares of Class A common stock. She also has 2,279,085 EAR Units outstanding, each representing the right to receive one share upon future vesting, subject to continued service.

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

EAR Units are equity awards where each unit represents the right to receive one share of Class A common stock upon vesting. In this filing, 330,753 EAR Units vested, and 2,279,085 EAR Units remain outstanding, subject to continued service through applicable vesting dates.

Why were 167,516 Madison Air (MAIR) shares withheld for the CEO?

The 167,516 shares were withheld to satisfy CEO Jill S. Wyant’s tax obligation linked to vesting of 330,753 EAR Units. Instead of paying taxes in cash, part of the vested shares was retained by the company to cover the tax liability.