Madison Air Solutions (MAIR) Registration filing summary

Company overview and business model

• Operates as a leading provider of mission-critical indoor air quality solutions for commercial and residential markets, with a focus on engineered, high-performance products and services.

• Business model is diversified across commercial (66% of 2025 net sales) and residential (34%) segments, with a large installed base and recurring revenue from replacement, upgrade, and aftermarket services.

• Key brands include Nortek, Big Ass Fans, AprilAire, Broan-NuTone, Addison, and Reznor, serving sectors such as data centers, healthcare, manufacturing, education, and residential housing.

• Growth strategy centers on innovation, targeted M&A, expansion into adjacent markets, and leveraging a decentralized, entrepreneurial operating model.

Financial performance and metrics

• For the year ended December 31, 2025, reported net sales were $3.3B, with $124.3M net income (3.7% margin), 26.7% Adjusted EBITDA margin, 381.9% operating cash flow conversion, and 351.8% free cash flow conversion.

• On a pro forma basis (including AprilAire acquisition), 2025 net sales were $3.5B, net income $58.1M (1.7% margin), and 26.6% Adjusted EBITDA margin.

• Organic revenue growth rate for 2025 was 12.4%, with acquisitions contributing 15% to total net sales growth.

• Commercial segment Adjusted EBITDA for 2025 was $629.9M (23.9% growth YoY); Residential segment Adjusted EBITDA was $278.9M (48.9% growth YoY).

• As of December 31, 2025, cash and cash equivalents were $208.4M, with $3.5B in long-term debt post-IPO and refinancing.

Use of proceeds and capital allocation

• Estimated net proceeds from the IPO are $2,073.1M (at $26.00/share), plus $100M from a concurrent private placement.

• Approximately $2,173.1M of net proceeds will be used to repay borrowings under the initial Term Loan Facility, with the remainder for general corporate purposes.

• Capital expenditures are targeted at 2% or less of net sales, with a cash conversion target above 100%.

• Strategic capital allocation prioritizes organic growth, innovation, and selective M&A.