Looking at the filing, I need to identify substantive financial content. The filing contains extensive forward-looking statement boilerplate but references specific share counts (267,671,615 Class A and 324,379,859 Class B shares) and financial statement sections. Let me check if there is substantive disclosure content beyond boilerplate - the filing includes MD&A, financial statements, segment information, and other substantive sections listed in the table of contents, plus the share counts. This exceeds 150 words of substantive content. The cover page shows: Trading Symbol "MAIR" on "New York Stock Exchange" - so NYSE:MAIR.

Madison Air Solutions Corporation (NYSE:MAIR) filed its Form 10-Q for the quarterly period ended September 30, 2026, with the SEC on November 5, 2026, disclosing share counts, segment data, and details on a pending acquisition.

Key Highlights

  • Share count: As of November 3, 2026, the company reported 267,671,615 shares of Class A common stock and 324,379,859 shares of Class B common stock outstanding.
  • Filer classification: The company identified itself as a non-accelerated filer, not a smaller reporting company and not an emerging growth company.
  • Pending acquisition: The filing references the "ebm-papst Acquisition" as a pending transaction subject to merger control clearances, foreign investment control clearances, and European Commission clearance under the EU Foreign Subsidies Regulation.
  • Material weaknesses noted: The forward-looking risk factors cite "a failure to design and implement sufficient controls to remediate our material weaknesses" as a disclosed risk.
  • Headquarters: The registrant's principal executive offices are located at 444 West Lake Street, Suite 4460, Chicago, IL 60606.
  • Commission File Number: The filing carries Commission File Number 001-43236.

Madison Air's September 2026 Quarterly Disclosure: Acquisition Risk and Capital Structure

Madison Air Solutions Corporation, a Delaware-incorporated company, submitted its quarterly report covering the period ended September 30, 2026. According to the filing, the company's Class A common stock trades on the New York Stock Exchange under the symbol MAIR with a par value of $0.0000001 per share. As of November 3, 2026, there were 267,671,615 Class A shares and 324,379,859 Class B shares outstanding, the filing disclosed.

A significant portion of the filing's risk disclosure centers on the pending ebm-papst Acquisition. The company disclosed that the transaction is subject to "required merger control clearances, foreign investment control clearances and European Commission clearance under the EU Foreign Subsidies Regulation," and noted the risk that the acquisition "may not be completed in a timely manner or at all." The filing also identified the possibility that "circumstances requiring us to pay a break fee" under the Share Purchase Agreement (referred to as the "SPA") could arise if the agreement were terminated.

The filing further disclosed that the company faces restrictions on its "ability to conduct primary follow-on equity offerings during the two-year period following the Organizational Transactions," which the company stated limits its ability to raise equity capital for growth initiatives or acquisitions. Among the risk factors cited, the registrant referenced ongoing efforts around an "80/20 operating model" and artificial intelligence initiatives, as well as the existence of previously identified material weaknesses in internal controls. The forward-looking statements contained in the filing are, according to the registrant, "subject to risks and uncertainties that may cause actual results to differ materially."

What Was Disclosed

Madison Air Solutions Corporation filed its quarterly report for the period ended September 30, 2026, disclosing share counts of 267,671,615 Class A and 324,379,859 Class B shares outstanding as of November 3, 2026, along with risk factors related to the pending ebm-papst Acquisition and previously identified material weaknesses.