Madison Air Solutions Corporation has a large shareholder group led by Larry Gies and two affiliated entities reporting beneficial ownership of Class A common stock. The group reports beneficial ownership of 336,679,321 shares of Class A common stock, including 324,379,859 shares issuable upon conversion of an equivalent number of Class B shares and 12,299,462 shares of Class A directly held. Based on 177,342,753 Class A shares outstanding as of July 28, 2026, and assuming conversion of the Class B shares, this represents 67.1% of the Class A class. All reported voting and dispositive power is shared among the reporting persons, with no sole voting or dispositive power. The structure is: Madison Industries Holdings LLC holds the Class B shares, Madison Air Co-Investors LLC holds the Class A shares, and Gies, as sole manager of Holdings (and manager of Co-Investors through Holdings), may be deemed to beneficially own these securities, while expressly disclaiming admission of such beneficial ownership for Section 13(d) or 13(g) purposes.
Positive
None.
Negative
None.
Key Figures
Group beneficial ownership:336,679,321 shares of Class A common stockOwnership percentage:67.1%Holdings’ Class B position:324,379,859 shares of Class B common stock+4 more
7 metrics
Group beneficial ownership336,679,321 shares of Class A common stockTotal beneficial ownership reported by all reporting persons on an as-converted basis
Ownership percentage67.1%Beneficial ownership of Class A common stock calculated on as-converted basis
Holdings’ Class B position324,379,859 shares of Class B common stockDirectly held by Madison Industries Holdings LLC, convertible one-for-one into Class A
Co-Investors’ Class A position12,299,462 shares of Class A common stockDirectly held by Madison Air Co-Investors LLC
Holdings ownership percentage64.7%Beneficial ownership of Class A common stock attributed to Madison Industries Holdings LLC
Co-Investors ownership percentage2.5%Beneficial ownership of Class A common stock attributed to Madison Air Co-Investors LLC
Shares outstanding baseline177,342,753 shares of Class A common stockShares outstanding as of July 28, 2026, used for ownership calculations
"Amount beneficially owned: See responses to Item 9 on each cover page."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared voting powerfinancial
"Shared Voting Power 336,679,321.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 336,679,321.00"
CUSIP Numberfinancial
"CUSIP Number(s): 55658T105"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
convertible into sharesfinancial
"Shares of Class B common stock are convertible into shares of Class A common stock"
How much of Madison Air Solutions (MAIR) does Larry Gies and his affiliates report owning?
Larry Gies and affiliated entities report beneficial ownership of 336,679,321 shares of Class A common stock, representing 67.1% of the Class A class on an as-converted basis, assuming conversion of certain Class B shares into Class A shares.
What securities do the Madison Air Solutions (MAIR) reporting persons actually hold?
The reporting persons hold 324,379,859 shares of Class B common stock through Madison Industries Holdings LLC and 12,299,462 shares of Class A common stock through Madison Air Co-Investors LLC. Class B shares are convertible into Class A shares on a one-for-one basis.
What percentage of Madison Air Solutions (MAIR) Class A stock is controlled by the reporting group?
The group reports beneficial ownership of 67.1% of Madison Air Solutions’ Class A common stock. This percentage is calculated using 177,342,753 Class A shares outstanding as of July 28, 2026, plus the Class A shares issuable upon conversion of Class B shares.
How is voting power over Madison Air Solutions (MAIR) shares allocated among the reporting persons?
The reporting persons list 0 shares with sole voting power and 336,679,321 shares with shared voting power for the group. Madison Industries Holdings LLC has shared voting power over 324,379,859 shares, and Madison Air Co-Investors LLC over 12,299,462 shares.
Why is Madison Industries Holdings LLC significant for Madison Air Solutions (MAIR) control?
Madison Industries Holdings LLC directly holds 324,379,859 shares of Class B common stock, convertible into the same number of Class A shares. This position corresponds to 64.7% beneficial ownership of Class A on an as-converted basis, giving it substantial influence over the issuer.
What role does Larry Gies play in the Madison Air Solutions (MAIR) ownership structure?
Larry Gies is the sole manager of Madison Industries Holdings LLC, which is the sole manager of Madison Air Co-Investors LLC. Through these roles, he may be deemed to beneficially own the reported shares, while the statement disclaims admission of such beneficial ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Madison Air Solutions Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0000001 per share
(Title of Class of Securities)
55658T105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
55658T105
1
Names of Reporting Persons
Larry Gies
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
336,679,321.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
336,679,321.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
336,679,321.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
67.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The amount in Item 9 represents (i) 324,379,859 shares of Class A common stock issuable upon conversion of an equivalent number of shares of Class B common stock and (ii) 12,299,462 shares of Class A common stock.
The percentage in Item 11 is calculated based on (i) 177,342,753 shares of Class A common stock outstanding as of July 28, 2026, as reported on the Issuer's Form 10-Q filed on July 30, 2026, as increased by (ii) the 324,379,859 shares of Class A common stock issuable in respect of shares of Class B common stock.
SCHEDULE 13G
CUSIP Number(s):
55658T105
1
Names of Reporting Persons
Madison Industries Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
324,379,859.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
324,379,859.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
324,379,859.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
64.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
The amount in Item 9 represents 324,379,859 shares of Class A common stock issuable upon conversion of an equivalent number of shares of Class B common stock directly held by the reporting person.
The percentage in Item 11 is calculated based on (i) 177,342,753 shares of Class A common stock outstanding as of July 28, 2026, as reported on the Issuer's Form 10-Q filed on July 30, 2026, as increased by (ii) the 324,379,859 shares of Class A common stock issuable in respect of shares of Class B common stock.
SCHEDULE 13G
CUSIP Number(s):
55658T105
1
Names of Reporting Persons
Madison Air Co-Investors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,299,462.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,299,462.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,299,462.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
The amount in Item 9 represents 12,299,462 shares of Class A common stock directly held by the reporting person.
The percentage in Item 11 is calculated based on (i) 177,342,753 shares of Class A common stock outstanding as of July 28, 2026, as reported on the Issuer's Form 10-Q filed on July 30, 2026, as increased by (ii) the 324,379,859 shares of Class A common stock issuable in respect of shares of Class B common stock.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Madison Air Solutions Corporation
(b)
Address of issuer's principal executive offices:
444 West Lake Street, Suite 4460 Chicago IL 60606
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by Larry Gies, Madison Industries Holdings LLC ("Holdings") and Madison Air Co-Investors LLC ("Co-Investors") (each, a "Reporting Person" and collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 444 W Lake Street, Suite 4400, Chicago, Illinois 60606.
(c)
Citizenship:
See responses to Item 4 on each cover page.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0000001 per share
(e)
CUSIP Number(s):
55658T105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
The reported securities include (i) 324,379,859 shares of Class B common stock directly held by Holdings and (ii) 12,299,462 shares of Class A common stock directly held by Co-Investors. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis. Larry Gies is the sole manager of Holdings. Holdings is the sole manager of Co-Investors. Consequently, Mr. Gies may be deemed to beneficially own the shares of Class B common stock held by Holdings and the shares of Class A common stock held by Co-Investors.
The filing of this Statement shall not be deemed an admission of beneficial ownership by any of the Reporting Persons for purposes of Section 13(d) or Section 13(g) or for any other purpose.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Larry Gies
Signature:
/s/ Larry Gies
Name/Title:
Larry Gies
Date:
08/10/2026
Madison Industries Holdings LLC
Signature:
/s/ Larry Gies
Name/Title:
Larry Gies / Sole Manager, Madison Industries Holdings LLC
Date:
08/10/2026
Madison Air Co-Investors LLC
Signature:
/s/ Larry Gies
Name/Title:
Larry Gies / Sole Manager, Madison Industries Holdings LLC / Manager, Madison Air Co-Investors LLC
Date:
08/10/2026
Exhibit Information
Exhibit 99 Joint Filing Agreement, dated as of August 10, 2026.
