Madison Air Solutions SEC Filings

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.

Madison Air Solutions Corp filed an initial Form 3 for Chief Accounting Officer David M. Wisniewski. This filing establishes his status as a reporting insider under SEC rules. It reports no transactions in company securities and serves as a baseline disclosure of his beneficial ownership going forward.

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.

Madison Air Solutions Corporation reported a leadership change in its finance organization. Effective June 17, 2026, the Board appointed David M. Wisniewski as Chief Accounting Officer. Former Interim Chief Accounting Officer Michael Kenning will continue as Global Controller.

Wisniewski, age 57, previously served as Chief Accounting Officer at James Hardie Industries and Gates Industrial Corporation. Under his offer letter, he will receive a $355,000 annual base salary, be eligible for an annual incentive award targeted at 50% of base salary, and participate in the long-term incentive program. He is also slated to receive equity appreciation rights units with an approximate grant date value of $700,000, vesting on July 15, 2031, subject to employment commencement and approvals.

Madison Air Solutions Corporation disclosed that its subsidiary Madison IAQ LLC entered into a Seventh Amendment to its existing Credit and Guaranty Agreement with Wells Fargo Bank. The amendment lowers the interest rate on the incremental term loan facility from Term SOFR plus an applicable margin of 2.75% to Term SOFR plus an applicable margin of 1.75%.

Other terms of the credit agreement remain materially unchanged, and borrowings continue to be governed by the existing covenants and restrictions. The amendment is documented in the Seventh Amendment to Credit and Guaranty Agreement, dated June 4, 2026, filed as an exhibit.

Philippi Dale reported acquisition or exercise transactions in this Form 4 filing.

Madison Air Solutions Corp reported that Philippi Dale, President & CEO of AprilAire, received a compensation-related grant of 18,293 equity appreciation rights units (EAR Units) tied to Class A common stock. Each EAR Unit represents the right to receive one share upon vesting, subject to continued service. After this award, Dale holds a total of 233,613 EAR Units, reflecting his ongoing equity-based incentive position rather than any open-market share purchase.

Madison Air Solutions Corp Schedule 13G joint filing reports Ernesto Bertarelli and K.C. Armada, LP as significant holders of Class A Common Stock. Mr. Bertarelli is reported with 44,841,071 shares (representing 25.3%) and K.C. Armada with 37,616,998 shares (21.3%) based on 176,888,113 shares outstanding as of April 17, 2026.

The filing states the shares are held in part by K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP; Bertarelli may be deemed to beneficially own the holdings of those entities. The submission is a joint filing and includes a power of attorney and joint filing agreement.

Madison Air Solutions reported strong growth for the quarter ended March 31, 2026. Net sales rose to $923.7 million, up 33.8% from 2025, driven by the May 2025 AprilAire acquisition and 11.7% organic revenue growth. Gross profit increased to $343.5 million, with gross margin improving to 37.2%, while Adjusted EBITDA climbed to $233.4 million and margin to 25.3%.

GAAP net income was $43.0 million, slightly below the prior year, and net income attributable to the Company was $33.6 million. Backlog reached $2,520.2 million, up 16.6% from December 31, 2025 and 117.1% year over year, led by Commercial projects. The Residential segment’s growth was largely acquisition-driven, with a small organic decline.

Leverage remained high, with $5,712.5 million of debt outstanding as of March 31, 2026, though the company completed an IPO on April 17, 2026, raising net proceeds of $2,584.2 million and using them, together with cash on hand, to repay $2,661.2 million of term loans. The company reported material weaknesses in internal control over financial reporting and is implementing remediation plans.

Madison Air Solutions Corporation reports strong first quarter 2026 results with net sales of $923.7 million, up 33.8% year over year, and backlog up 115.5% with orders up 29.1% on a combined basis. GAAP net income was $43.0 million, down 6.9%, but adjusted net income rose 32.1% to $92.5 million, and adjusted EBITDA increased 38.7% to $233.4 million with a 25.3% margin. Commercial segment sales grew 23.5% and Residential sales grew 59.8%, largely acquisition-driven, while residential organic sales declined modestly. The company generated free cash flow of $50.4 million with free cash flow conversion of 117.2%. Following quarter-end, Madison Air completed an IPO and concurrent private placement, receiving $2,584.2 million in net proceeds and, together with cash on hand, repaid $2,661.2 million of term loans, reducing pro forma net leverage to 3.0x.