Introduction

9 Months Ended

Sep. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Introduction

Introduction

Nature of Operations. Madison Air Solutions Corporation (the “Company” or "Madison Air") is an air quality solutions provider for priority commercial and residential markets. Through its portfolio of trusted brands, including Addison, AprilAire, Big Ass Fans, Broan-NuTone, Nortek Air Solutions, Nortek Data Center Cooling and Reznor, the Company operates in high-value niches adjacent to traditional HVAC, helping customers improve performance, protect critical assets and create healthier indoor environments. Madison Air's mission is to make the world safer, healthier and more productive through the power of better air. The Company’s operations are classified into two reportable segments: Commercial and Residential.

Initial Public Offering. On April 17, 2026, the Company completed its IPO of 95,096,154 shares of Class A common stock, which includes shares issued after the underwriters fully exercised their option, at an offering price of $27.00 per share. In addition, the Company issued 3,703,704 shares of Class B common stock under a concurrent private placement at a price of $27.00 per share. The Company received net proceeds from the IPO and a concurrent private placement of $2,584.2 after deducting underwriting discounts and commissions (excluding offering related expenses). Prior to the IPO, deferred offering costs, which consisted of direct incremental legal, accounting, and other fees relating to the IPO, were capitalized in prepaids and other current assets in the condensed consolidated balance sheets. Upon consummation of the IPO, $8.8 of deferred offering costs, net of reimbursements received from the underwriters, were reclassified into shareholders' equity as an offset against the IPO proceeds.

Organizational Transactions. Prior to the consummation of the IPO, Madison Air Solutions Corporation engaged in a series of organizational transactions (the “Organizational Transactions”), including (i) a spin-off of Madison Industries IAQ Solutions Corporation (the "Predecessor") from Madison Industries Holdings LLC ("Holdings" or "Madison Industries") whereby ownership interests in the Predecessor were distributed up from Madison Industries US Holdings Corporation to Holdings, which then contributed such ownership interests in the Predecessor to Madison Air Solutions Corporation in exchange for shares of its Class B common stock and, as a result, the Predecessor became a wholly owned subsidiary of the Company and (ii) certain holders of non-controlling interests in intermediary holding entities between the Predecessor and Madison Indoor Air Solutions LLC ("Madison IAS") engaged in a series of transactions that resulted in such holders of non-controlling interests receiving shares of the Company’s Class A common stock in exchange for their respective non-controlling interests in the intermediary holding entities and, as a result, each entity in the chain below the Company became a wholly owned subsidiary thereof. As a result of the Organizational Transactions, the Company issued 320,676,155 shares of Class B common stock to Holdings, cancelled 1,000 shares of Class A common stock previously held by Holdings, and issued 81,791,959 shares of Class A common stock to former holders of the noncontrolling interests. The exchange of shares with noncontrolling interests holders resulted in a remeasurement of their interest at the IPO price of $27.00 per share. The difference between the carrying value of the noncontrolling interest received and the fair value of the Class A common stock was recorded as a reduction in additional paid-in capital. The transaction between the Company and Holdings is reflected on a retrospective basis. Refer to Note 2, Basis of Presentation and Summary of Significant Accounting Policies, for additional information.

Following the Organizational Transactions, the Company's capital structure consists of Class A and Class B common stock. The two classes of stock are identical in all economic respects, including rights to dividends and distributions, but differ with respect to voting rights. Holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to ten votes per share.

Prospective Acquisition. On August 15, 2026, the Company together with its wholly owned subsidiary, Madison Air Solutions Germany GmbH, a limited liability company organized under the laws of Germany (the "Purchaser"), entered into a Sale and Purchase Agreement (the "SPA") with Sturm Beteiligungs-GmbH & Co. KG ("Sturm KG"), Ziehl Beteiligungen GmbH & Co. KG ("Ziehl KG") and Philippiak Holding GmbH ("Philippiak GmbH" and, together with Sturm KG and Ziehl KG, the "Sellers"), pursuant to which, among other things, the Purchaser will acquire from the Sellers all of the issued and outstanding shares and limited partnership interests (collectively, the "Acquired Interests" and such acquisition, the “ ebm-papst Acquisition”) in ebm-papst Mulfingen GmbH & Co. KGaA & Co. KG, ebm-papst Mulfingen GmbH & Co. KGaA, ebm-papst Finanzierungsgesellschaft mbH and ebm-papst Verwaltungs GmbH (collectively, "ebm-papst"). The Company will serve as the Purchaser's Guarantor under the SPA. Upon completion, the acquisition is expected to nearly double the Company's total addressable market. The transaction remains subject to customary closing conditions, including regulatory approvals, and is expected to close soon after the end of the year. The acquisition has not been reflected in the accompanying condensed consolidated financial statements.

Private Placement. On August 25, 2026, the Company entered into Securities Purchase Agreements pursuant to which the Company sold, in a private placement, an aggregate of 90,108,130 shares of the Company's Class A common stock at an offering price of $24.97 per share (the "Private Placement"). The Private Placement closed on September 1, 2026 for non-affiliate Institutional Investors and September 22, 2026 for affiliated investors. The Company received proceeds of

$2,250.0 which is recorded as an increase in common stock at par with the remaining balance increasing additional paid-in capital. Offering costs, which consisted of placement fees and direct incremental legal fees relating to the Private Placement were $32.6 which are recorded as a reduction in additional paid-in capital.

As part of the Private Placement, Larry Gies, Chairman of the Board, purchased 12,014,417 of Class A common stock and an entity affiliated with Mr. Gies, purchased 12,815,378 of Class A common stock. These purchases were made on the same terms and conditions as those applicable to other investors participating in the Private Placement.

In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the Institutional Investors pursuant to which the Company has agreed to file a registration statement covering the resale of shares issued to the Institutional Investors in the Private Placement. The Company may incur additional costs with satisfying its obligations under the Registration Rights Agreement. Such costs will be recorded as a reduction in additional paid-in capital in the period incurred.

As of September 30, 2026, Mr. Gies and entities affiliated with Mr. Gies hold approximately 59.0% of the economic interests in the Company and controlled approximately 93.1% of the voting power of the Company's outstanding common stock.