8-K
filed April 17, 2026, 7:59 PM ET
ticker MAIR
CIK 0002098430
other material
confidence high
sentiment positive
materiality 1.00
Madison Air completes IPO of 82.7M Class A shares at $27; concurrent $100M private placement
Madison Air Solutions Corp
- Priced 82.7M Class A shares at $27; underwriters exercised full option for 12.4M extra shares.
- Concurrent $100M private placement of Class B to founder's entity at same price.
- Shares trade on NYSE under MAIR; closed April 17.
- Appointed Hudson La Force, George Nolen, Jill Wyant to board.
- Adopted 2026 Omnibus Incentive Plan and other equity compensation plans.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Madison Air Solutions Corp issued 320,676,155 shares of common stock to Madison Industries Holdings LLC (Holdings) for in exchange for all of the issued and outstanding shares of capital stock of MIAQ Solutions.
- Security
- common stock
- Shares
- 320,676,155 shares
- Purchaser
- Madison Industries Holdings LLC (Holdings)
- Consideration
- in exchange for all of the issued and outstanding shares of capital stock of MIAQ Solutions
Exact text from the filing
on April 15, 2026, the Company sold 320,676,155 shares of the Company’s Class B common stock, par value $0.0000001 per share (the “Class B Common Stock”), to Holdings in exchange for all of the issued and outstanding shares of capital stock of MIAQ Solutions.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Madison Air Solutions Corp issued common stock to Kedge, certain unaffiliated institutional investors, certain unaffiliated investors, and certain executive officers, employees, and consultants for in exchange for LLC units of certain subsidiaries of the Company.
- Security
- common stock
- Purchaser
- Kedge, certain unaffiliated institutional investors, certain unaffiliated investors, and certain executive officers, employees, and consultants
- Consideration
- in exchange for LLC units of certain subsidiaries of the Company
Exact text from the filing
On April 15, 2026, the Company sold (i) an aggregate of 44,841,071 shares of Class A Common Stock to Kedge, (ii) an aggregate of 14,311,991 shares of Class A Common Stock to certain unaffiliated institutional investors, (iii) an aggregate of 12,299,462 shares of Class A Common Stock to certain unaffiliated investors and (iv) an aggregate of 10,339,435 shares of Class A Common Stock to certain of the Company’s executive officers, including Jill Wyant, JJ Foley and Jeffrey Krautkramer, and certain other current employees and consultants of the Company, in each case in exchange for LLC units of certain subsidiaries of the Company.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Madison Air Solutions Corp issued 3,703,704 shares of common stock to Madison Industries Holdings LLC (Holdings) for at a price per share equal to the IPO Price.
- Security
- common stock
- Shares
- 3,703,704 shares
- Purchaser
- Madison Industries Holdings LLC (Holdings)
- Consideration
- at a price per share equal to the IPO Price
Exact text from the filing
the Company sold 3,703,704 shares of Class B Common Stock at a price per share equal to the IPO Price to Holdings in a concurrent private placement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Madison Air Solutions Corp entered into Tax Matters Agreement with Madison Industries International Holdings LLC valued at Tax matters agreement between the Company and International Holdings (effective 2026-04-15).
- Action
- entry
- Counterparty
- Madison Industries International Holdings LLC
- Value
- Tax matters agreement between the Company and International Holdings
- Effective
- 2026-04-15
Exact text from the filing
the Tax Matters Agreement, dated as of April 15, 2026, by and between the Company and International Holdings, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Madison Air Solutions Corp entered into Transition Services Agreement with Madison Industries International Holdings LLC valued at Transition services agreement between the Company and International Holdings (effective 2026-04-15).
- Action
- entry
- Counterparty
- Madison Industries International Holdings LLC
- Value
- Transition services agreement between the Company and International Holdings
- Effective
- 2026-04-15
Exact text from the filing
the Transition Services Agreement, dated as of April 15, 2026, by and between the Company and International Holdings, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Madison Air Solutions Corp entered into Separation Agreement with Madison Industries Holdings LLC, Madison Industries International Holdings LLC and Madison Industries US Holdings Corp. valued at Separation agreement among the Company, Holdings, International Holdings and US Holdings Corp. (effective 2026-04-15).
- Action
- entry
- Counterparty
- Madison Industries Holdings LLC, Madison Industries International Holdings LLC and Madison Industries US Holdings Corp.
- Value
- Separation agreement among the Company, Holdings, International Holdings and US Holdings Corp.
- Effective
- 2026-04-15
Exact text from the filing
the Separation Agreement, dated as of April 15, 2026, by and among the Company, Holdings, Madison Industries International Holdings LLC (“International Holdings”) and Madison Industries US Holdings Corp., a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Madison Air Solutions Corp entered into Registration Rights Agreement with Madison Industries Holdings LLC, K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP valued at Registration rights agreement among the Company, Holdings and Kedge (effective 2026-04-15).
- Action
- entry
- Counterparty
- Madison Industries Holdings LLC, K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP
- Value
- Registration rights agreement among the Company, Holdings and Kedge
- Effective
- 2026-04-15
Exact text from the filing
the Registration Rights Agreement, dated as of April 15, 2026, by and among the Company, Madison Industries Holdings LLC (“Holdings”), K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP (together, “Kedge”), a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Madison Air Solutions Corp entered into Director Nomination Agreement with Madison Industries Holdings LLC valued at Director nomination agreement between the Company and Holdings (effective 2026-04-15).
- Action
- entry
- Counterparty
- Madison Industries Holdings LLC
- Value
- Director nomination agreement between the Company and Holdings
- Effective
- 2026-04-15
Exact text from the filing
the Director Nomination Agreement, dated as of April 15, 2026, by and between the Company and Holdings, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Madison Air Solutions Corp entered into Underwriting Agreement with Goldman Sachs & Co. LLC, Barclays Capital Inc., Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters valued at Company agreed to offer and sell 82,692,308 shares of its Class A Common Stock at IPO Price of $27.0 (effective 2026-04-15).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Goldman Sachs & Co. LLC, Barclays Capital Inc., Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters
- Value
- Company agreed to offer and sell 82,692,308 shares of its Class A Common Stock at IPO Price of $27.0
- Effective
- 2026-04-15
Exact text from the filing
On April 15, 2026, in connection with the pricing of the IPO, the Company and Madison Industries IAQ Solutions Corporation (“MIAQ Solutions”), a wholly owned subsidiary of the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Barclays Capital Inc., Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 82,692,308 shares of its Class A Common Stock at the IPO Price.
View on SEC.gov
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