FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Philippi Dale
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/16/2026 

3. Issuer Name and Ticker or Trading Symbol

Madison Air Solutions Corp [MAIR]
(Last)        (First)        (Middle)

C/O MADISON AIR SOLUTIONS CORPORATION
444 WEST LAKE STREET, SUITE 4460
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
See Remarks /
(Street)

CHICAGO  ILLINOIS  60606      

(City)              (State)              (Zip/Postal Code)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
UNITED STATES
(Country)

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock 215,320 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Includes 215,320 equity appreciation rights units ("EAR Units"). Each EAR Unit represents the right to receive one share of the Issuer's Class A common stock upon vesting, subject to the reporting person's continued service through the applicable vesting date. The reported amount gives effect to the closing of the Issuer's initial public offering.

Remarks:
President and Chief Executive Officer of AprilAire
Exhibit 24.1 Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Philippi Dale
C/O MADISON AIR SOLUTIONS CORPORATION
444 WEST LAKE STREET, SUITE 4460
CHICAGO
ILLINOIS
60606
UNITED STATES


See Remarks

Signatures
/s/ John Lavorato, by Power of Attorney4/16/2026
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 3: SEC 1473 (03-26).

 

POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints John Lavorato, Jill Wyant and JJ Foley, each signing singly, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)
prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of Madison Air Solutions Corporation, a company incorporated under the laws of the State of Delaware, or any successor thereto (the “Company”), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2)
seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information of transactions in the Company’s securities from any third-party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3)
perform any and all other acts which in the discretion of such attorneys-in-fact is necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)
this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in his or her discretion on information provided to such attorneys-in-fact without independent verification of such information;
(2)
any documents prepared, executed, acknowledged and/or delivered by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or her discretion, deems necessary or desirable;
(3)
neither the Company nor such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4)
this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of April 2026.

 

/s/ Dale Philippi

Dale Philippi

 

[Signature Page to Power of Attorney for Section 16 Reporting Obligations]