Madison Air Solutions Corporation

08/27/2026 | Press release | Distributed by Public on 08/27/2026 15:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gies Larry
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MADISON INDUSTRIES HOLDINGS LLC, 444 WEST LAKE STREET, SUITE 4400
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
(Street)
CHICAGO, IL 60606
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 08/25/2026 A(1) 12,014,417 A $24.97 12,014,417 I See Footnote(2)
Class A common stock 08/25/2026 A(1) 12,815,378 A $24.97 12,815,378 I See Footnote(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gies Larry
C/O MADISON INDUSTRIES HOLDINGS LLC
444 WEST LAKE STREET, SUITE 4400
CHICAGO, IL 60606
X X
Madison Industries Holdings LLC
444 WEST LAKE STREET, SUITE 4400
CHICAGO, IL 60606
X X

Signatures

/s/ Larry Gies 08/27/2026
**Signature of Reporting Person Date
/s/ Larry Gies, Sole Manager of Madison Industries Holdings LLC 08/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction represents a purchase from the Issuer pursuant to a securities purchase agreement with certain institutional accredited investors, expected to close on September 1, 2026.
(2) The reported securities are held in Mr. Gies' revocable trust. Mr. Gies disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3) The reported securities are held directly by Madison Solutions LLC ("Madison Solutions"). As the sole manager of Madison Solutions, Mr. Gies may be deemed to beneficially own the reported securities held directly by Madison Solutions but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:
Madison Solutions and Madison Industries Holdings LLC may be directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Madison Air Solutions Corporation published this content on August 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 27, 2026 at 21:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]