Madison Air Solutions Corp

Previous wording

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. As of June 30, 2026, Holdings retained approximately 64.7% of the economic interests in the Company and controlled approximately 95.2% of the voting power of the Company's outstanding common stock.

Current wording

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.

Previous wording

Impacts of Macroeconomic and Geopolitical Conditions. Our operating results have been, and will likely continue to be, influenced by numerous factors affecting the markets we serve, including levels of residential and non-residential new construction, aging commercial and residential building stocks, and megatrends including energy resilience, AI and cloud-computing growth, restoring of advanced manufacturing, and a growing focus on human health. New residential and non-residential construction activity and, to a lesser extent, residential remodeling and replacement activity are affected by seasonality and cyclical factors such as interest rates, credit availability, inflation, consumer spending, employment levels and other macroeconomic factors.

Current wording

Impacts of Macroeconomic and Geopolitical Conditions. Our operating results have been, and will likely continue to be, influenced by numerous factors affecting the markets we serve, including levels of residential and non-residential new construction, aging commercial and residential building stocks, and long-term secular growth trends, including energy resilience, AI and cloud-computing infrastructure investment, the restoring of advanced manufacturing, and a growing focus on human health and indoor air quality. New residential and non-residential construction activity and, to a lesser extent, residential remodeling and replacement activity are affected by seasonality and cyclical factors such as interest rates, credit availability, inflation, consumer spending, employment levels and other macroeconomic factors.

Previous wording

2026 2Q Madison Air 5 measures affecting imports from numerous trading partners, including country-specific tariffs and duties on certain imported goods, components and raw materials. The Company is also monitoring ongoing trade negotiations with key partners, including Canada and Mexico, and potential changes to rules of origin and other provisions that could affect the availability of duty-free treatment. Recent changes to Section 232 tariffs on steel, aluminum, and copper, particularly the expansion of duties to the full value of certain imported products, may further increase effective tariff rates on metal intensive goods. These developments, together with ongoing inflationary pressures affecting labor, transportation, energy and raw material costs, elevated global tariff levels and increasing protectionist measures in other jurisdictions, may result in increased input costs, supply chain disruptions, pricing volatility, and reduced demand for the Company's products.

Current wording

U.S. trade policy continues to evolve, contributing to macroeconomic uncertainty. The Company continues to receive refunds associated with tariffs previously imposed under emergency authorities and has recorded the associated benefit as a reduction to costs of goods sold. The Company continues to evaluate its exposure related to these matters, including the potential for additional refunds of previously paid tariffs. The ultimate outcome, including the timing and amount of any additional refunds, remains uncertain and may be affected by ongoing administrative processes. Currently, the U.S. government has implemented and continues to evaluate additional tariff measures affecting imports from numerous trading partners, including country-specific tariffs and duties on certain imported goods, components and raw materials. The Company is also monitoring ongoing trade negotiations with key partners, including Canada and Mexico, and potential changes to rules of origin and other provisions that could affect the availability of duty-free treatment. Recent changes to Section 232 tariffs on steel, aluminum, and copper, particularly the expansion of duties to the full value of certain imported products, may further increase effective tariff rates on metal intensive goods. These developments, together with ongoing inflationary pressures affecting labor, transportation, energy and raw material costs, elevated global tariff levels and increasing protectionist measures in other jurisdictions, may result in increased input costs, supply chain disruptions, pricing volatility, and reduced demand for the Company's products.

Previous wording

Streamline Operations and Manage Costs with Owner’s Mindset. We're focused on simplifying our operations and managing costs with discipline. Across the enterprise, we are executing on opportunities to improve operational efficiency and reduce costs. These enhancements primarily revolve around supply chain, footprint and manufacturing efficiencies, automation, human capital management, benefits and insurance consolidation, and headcount planning. Areas of focus include product line transfers to lower-cost facilities while balancing labor, transportation and capital expenditure requirements, utilization and productivity improvements (including through our 80/20 operating model) and standardized management techniques designed to reduce cost of goods sold and general and administrative expenses.

Current wording

Streamline Operations and Manage Costs with Owner’s Mindset. We're focused on simplifying our operations and managing costs with discipline. Across the enterprise, we are executing on opportunities to improve operational efficiency and reduce costs. These enhancements primarily revolve around supply chain, footprint and manufacturing efficiencies, automation, human capital management, benefits and insurance consolidation, and headcount planning. Areas of focus include product line transfers to lower-cost facilities while balancing labor, transportation and capital expenditure

Previous wording

Pursue Value-Enhancing Acquisitions and Divestitures. As part of our business strategy, we will continue to pursue strategic acquisition opportunities where we can accelerate growth and improve profitability by applying our mission, culture and disciplined 80/20 operating model.

Current wording

Pursue Value-Enhancing Acquisitions and Divestitures. As part of our business strategy, we continue to pursue strategic acquisition opportunities where we can accelerate growth and improve profitability by applying our mission, culture and disciplined 80/20 operating model. In August 2026, the Company entered into a definitive agreement to acquire ebm-papst, a leading global supplier of high-performance airflow technology and a pioneer in integrated electronically commutated fan and motor systems. Subject to the satisfaction of customary closing conditions and regulatory approvals, the transaction is expected to close soon after the end of the year.

Previous wording

Seasonality. Certain of our sales are seasonal as construction, repair and restoration activity generally increases during the summer months when there is favorable weather and longer daylight conditions. For certain high volume low speed fan customers, sales peak in the summer months as fans are replaced whereas sales of unit heaters and other heat products peak in the winter months. Significant tropical storms, hurricanes, regional floods and deep freezes increase the demand for restoration dehumidifiers and fans; such events are sporadic in nature and typically occur during their

Current wording

Seasonality. Certain of our sales are seasonal as construction, repair and restoration activity generally increases during the summer months when there is favorable weather and longer daylight conditions. For certain high volume low speed fan customers, sales peak in the summer months as fans are replaced whereas sales of unit heaters and other heat products peak in the winter months. Significant tropical storms, hurricanes, regional floods and deep freezes increase the demand for restoration dehumidifiers and fans; such events are sporadic in nature and typically occur during their respective seasons. This seasonality is generally mitigated by other products and services we provide that have no material seasonal effect.

Previous wording

Incremental Public Company Expenses. During the period leading up to, and following our IPO, we have incurred and will continue to incur significant expenses that we did not incur as a private company. Those costs include director and officer liability insurance expenses, as well as costs associated with third-party and internal resources related to accounting, auditing, Sarbanes-Oxley Act compliance, legal and investor and public relations activities. These costs are generally expensed as selling, general and administrative expenses in the condensed consolidated statements of income (loss).

Current wording

Incremental Public Company Expenses. Following our IPO, we continue to incur significant costs associated with operating as a public company. These costs were not incurred prior to the IPO and affect the comparability of current-period results to historical periods. Such costs include director and officer liability insurance expenses, as well as costs associated with third-party and internal resources related to accounting, auditing, Sarbanes-Oxley Act compliance, legal and investor and public relations activities. These costs are generally expensed as selling, general and administrative expenses in the condensed consolidated statements of income (loss).

Previous wording

Total backlog was $2,868.4 million as of June 30, 2026, an increase of 32.7% compared to December 31, 2025 and 133.0% compared to June 30, 2025. The increases were driven primarily by Commercial backlog, which represented substantially all of the growth for each period presented. Residential backlog remained relatively stable during each period. The growth in Commercial backlog reflects continued wins across several key technologies including air, liquid, and hybrid cooling, air handling and air movement.

Current wording

Total backlog was $3,187.2 million as of September 30, 2026, an increase of 47.5% compared to December 31, 2025 and 119.3% compared to September 30, 2025. The increases were driven primarily by Commercial backlog, which reflects continued wins across several key technologies including air, liquid, and hybrid cooling, air handling and air movement. Residential backlog remained relatively stable, with backlog levels improving during 2026 despite continued broader market challenges. Current Residential backlog levels support near-term visibility and leave the segment well positioned to benefit from an eventual recovery in residential construction remodeling activity.

Previous wording

Total orders were $1,331.4 million and $2,645.3 million for the three and six months ended June 30, 2026, respectively, compared to $870.3 million and $1,752.6 million for the corresponding prior-year periods. The increases were driven primarily by broad-based growth across the Commercial segment's end markets, including continued strength in data centers related demand. Comparability of the year-over-year periods was also impacted by the acquisition of Research Products Corporation ("AprilAire," and such acquisition, the "AprilAire Acquisition") on May 7, 2025, which contributed approximately $45.6 million and $246.3 million of Commercial and Residential orders, respectively, during the six months ended June 30, 2026, compared to approximately $16.5 million and $80.9 million of Commercial and Residential orders, respectively, during the period from May 7, 2025 through June 30, 2025.

Current wording

Total orders were $1,416.6 million and $4,061.9 million for the three and nine months ended September 30, 2026, respectively, representing increases of 25.9% and 41.2% over the corresponding prior-year periods. The increases were driven primarily by broad-based growth across the Commercial segment's end markets, including continued strength in data centers related demand. Comparability of the year-over-year periods was also impacted by the acquisition of Research Products Corporation ("AprilAire," and such acquisition, the "AprilAire Acquisition"), which contributed approximately $68.5 million and $398.2 million of Commercial and Residential orders, respectively, during the nine months ended September 30, 2026, compared to approximately $42.7 million and $226.1 million of Commercial and Residential orders, respectively, during the period from May 7, 2025 through September 30, 2025.

Previous wording

For the period from April 1, 2025 to May 7, 2025, AprilAire’s residential brands generated orders of $38.3 million, that would have been accounted for in Madison Air’s Residential segment had we owned AprilAire and its associated residential brands during the period. For the period from January 1, 2025 to May 7, 2025, AprilAire’s residential brands generated orders of $147.4 million, that would have been accounted for in Madison Air’s Residential segment had we owned AprilAire and its associated residential brands during the period.

Current wording

For the period from January 1, 2025 to May 6, 2025, AprilAire’s commercial brands generated orders of $36.3 million, that would have been accounted for in Madison Air’s Commercial segment had we owned AprilAire and its associated commercial brands during the period and residential brands generated orders of $147.4 million, that would have been accounted for in Madison Air’s Residential segment had we owned AprilAire and its associated residential brands during the period.

Previous wording

The following tables and accompanying narrative disclosures present our results of operations for the three and six months ended June 30, 2026 and 2025. The results of operations presented are not necessarily indicative of results for future periods. The Company classified the results of operations and cash flows of Nortek Global HVAC LLC ("NGH") as discontinued operations in our condensed consolidated statements of income (loss) and condensed consolidated statements of cash flows for all periods presented.

Current wording

The following tables and accompanying narrative disclosures present our results of operations for the three and nine months ended September 30, 2026 and 2025. The results of operations presented are not necessarily indicative of results for future periods. The Company classified the results of operations and cash flows of Nortek Global HVAC LLC ("NGH") as discontinued operations in our condensed consolidated statements of income (loss) and condensed consolidated statements of cash flows for all periods presented.

Previous wording

(2)Inclusive of equity appreciation rights expense of $16.3 million and $22.1 million for the three months ended June 30, 2026 and 2025, respectively, and $26.7 million and $27.3 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

(2)Inclusive of equity appreciation rights expense of $11.3 million and $5.3 million for the three months ended September 30, 2026 and 2025, respectively, and $38.0 million and $32.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

For the three months ended June 30, 2026. Net sales increased $171.7 million, or 20.9%, compared to the three months ended June 30, 2025. The AprilAire Acquisition drove an aggregate $66.9 million of the net sales increase year-over-year. The remaining $104.8 million was attributable to organic growth in our Commercial segment partially offset by a modest organic net sales decline in our Residential segment. Refer to "Results of Operations by Segment" below for a discussion of Net Sales by segment.

Current wording

For the nine months ended September 30, 2026. Net sales increased $633.3 million, or 26.3%, compared to the nine months ended September 30, 2025. The AprilAire Acquisition drove an aggregate $213.8 million of the net sales increase year-over-year. Organic net sales growth in our Commercial segment was partially offset by a modest organic net sales decline in our Residential segment, consistent with broader market trends. Higher volumes contributed the majority of the increase in organic net sales, reflecting continued demand across the portfolio, further supported by favorable pricing actions.

Previous wording

Income tax expense was $40.6 million for the three months ended June 30, 2026, an increase of $22.1 million compared to income tax expense of $18.5 million for the three months ended June 30, 2025. The decrease in the effective tax rate for the three months ended June 30, 2026 was driven by lower overall state tax impacts, primarily discrete items recorded in the second quarter of 2025; the decrease is partially offset by discrete write-offs in the second quarter of 2026 for executive compensation that is no longer deductible for tax purposes after the Company became a public business entity.

Current wording

Income tax expense increased $19.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The effective income tax rate was 26.1%, which is a decrease of 4.2% compared to the nine months ended September 30, 2025. The decrease in the effective tax rate for the nine months ended September 30, 2026 was primarily driven by the release of the state valuation allowances recorded in the third quarter of 2026, partially offset by discrete write-offs in the second quarter of 2026 for executive compensation that is no longer deductible for tax purposes after the Company became a public business entity.

Previous wording

The following tables and accompanying narrative disclosures present our results of segment operations for the three and six months ended June 30, 2026 and 2025. The results of operations presented are not necessarily indicative of results for future periods. We report and manage our business through two segments: Commercial and Residential. We report certain activities and items that are not included in these segments within Central and other costs.

Current wording

The following tables and accompanying narrative disclosures present our results of segment operations for the three and nine months ended September 30, 2026 and 2025. The results of operations presented are not necessarily indicative of results for future periods. We report and manage our business through two segments: Commercial and Residential. We report certain activities and items that are not included in these segments within Central and other costs.

Previous wording

2026 2Q Madison Air 9 driven by broad-based growth across the segment, led by air, liquid and hybrid cooling, custom air handling, and air movement solutions. These increases were partially offset by modest volume declines in commercial dehumidification. Acquisitions contributed $9.3 million, or 1.7%, of additional net sales for the three months ended June 30, 2026.

Current wording

Commercial. Commercial segment net sales increased $217.9 million, or 39.3%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025 primarily driven by broad-based growth across the segment, led by air, liquid and hybrid cooling, air movement and heat and commercial dehumidification solutions.

Previous wording

Net sales for our Commercial segment increased $242.7 million, or 23.7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Organically, our Commercial net sales increased by 19.8% driven by broad-based growth across the segment, led by air, liquid and hybrid cooling, air movement, and energy efficiency solutions. These increases were partially offset by modest volume declines in commercial dehumidification. Acquisitions contributed $36.1 million, or 3.5%, of additional net sales for the six months ended June 30, 2026.

Current wording

Commercial segment net sales increased $460.4 million, or 29.1%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Organically, Commercial net sales increased by 26.7% driven by broad-based growth across the segment, led by air, liquid and hybrid cooling, air movement, and energy efficiency solutions. Acquisitions contributed $36.1 million, or 2.3%, of additional net sales in the period.

Previous wording

Commercial segment Adjusted EBITDA increased $49.7 million, or 17.5%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Acquisitions contributed $9.2 million of incremental Commercial segment Adjusted EBITDA to the Commercial segment growth. Excluding the AprilAire Acquisition, Commercial Segment Adjusted EBITDA growth was mainly driven by volume growth.

Current wording

Commercial segment Adjusted EBITDA increased $88.0 million, or 19.7%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Acquisitions contributed $9.2 million of incremental Commercial segment Adjusted EBITDA. Excluding the AprilAire Acquisition, Commercial segment Adjusted EBITDA growth was mainly driven by higher volumes and pricing, partially offset by production ramp costs and inflation.

Previous wording

Residential segment Adjusted EBITDA increased $25.9 million, or 35.6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Acquisitions contributed $21.8 million of incremental Adjusted EBITDA. Excluding the AprilAire Acquisition, Residential segment Adjusted EBITDA increased by $4.1 million due to productivity, pricing and favorable net tariff impacts partially offset by modest volume declines.

Current wording

Residential segment Adjusted EBITDA increased $11.0 million, or 11.7%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The EBITDA growth was mainly driven by pricing, productivity improvements, and favorable net tariff impacts, partially offset by inflation.

Previous wording

Net sales for our Residential segment increased $164.6 million, or 34.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Organically, our Residential net sales decreased by 3.4% driven by modest volume declines in our professional distribution channels for ventilation solutions, net of price increases. Acquisitions contributed to $177.0 million, or 36.5%, of additional net sales for the six months ended June 30, 2026.

Current wording

Residential segment net sales increased $175.6 million, or 21.2%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Organically, Residential net sales decreased by 0.4% driven by modest volume declines for ventilation solutions, net of price increases and strong demand for healthy air systems. Acquisitions contributed to $177.0 million, or 21.3%, of additional net sales in the period.

Previous wording

Residential segment Adjusted EBITDA increased $62.0 million, or 53.5%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Acquisitions contributed $59.3 million of additional Residential segment Adjusted EBITDA. Excluding the AprilAire Acquisition, Residential segment Adjusted EBITDA increased by $2.7 million.

Current wording

Residential segment Adjusted EBITDA increased $73.0 million, or 34.8%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Acquisitions contributed $59.3 million of additional Residential segment Adjusted EBITDA. Excluding the AprilAire Acquisition, Residential segment Adjusted EBITDA increased by $2.7 million.

Previous wording

We use these non-GAAP financial measures to measure the operational strength and performance of our business and believe these measures provide additional information to investors about certain non-cash items and items that we do not expect to continue at the same level in the future. Further, we believe these non-GAAP financial measures provide a meaningful measure of business performance and provide a basis for comparing our performance to that of other peer companies using similar measures. We use FCF and FCF Conversion as an additional liquidity measure and believe it

Current wording

We use these non-GAAP financial measures to measure the operational strength and performance of our business and believe these measures provide additional information to investors about certain non-cash items and items that we do not expect to continue at the same level in the future. Further, we believe these non-GAAP financial measures provide a meaningful measure of business performance and provide a basis for comparing our performance to that of other peer companies using similar measures. We use FCF and FCF Conversion as an additional liquidity measure and believe it provides useful information to investors about the cash generated from our core operations that may be available to repay debt, make other investments and return cash to shareholders.

Previous wording

(8)Represents expenses for professional and consulting services related to non-recurring transactions. For the three months ended June 30, 2026, non-recurring professional and consulting expenses included $0.7 million for one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation and $0.1 million in consulting fees for productivity improvement projects. For the three months ended June 30, 2025, these services primarily included $0.5 million in consulting fees for productivity improvement projects, $0.3 million in legal fees, and $0.3 million in leadership recruiting and relocation fees. For the six months ended June 30, 2026, non-recurring professional and consulting expenses included $1.6 million for one-time audit, legal and consulting fees incurred to prepare for IPO and SOX

Current wording

(8)Represents expenses for professional and consulting services related to non-recurring transactions including one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation, consulting fees for productivity improvement projects, legal fees, and leadership recruiting and relocation fees.

Previous wording

(11)The tax effect from the above adjustments assumes an estimated worldwide marginal current tax rate of approximately 24.9% and 24.6% for the three and six months ended June 30, 2026, respectively, and 25.4% and 25.1% for the three and six months ended June 30, 2025, respectively.

Current wording

(11)The tax effect from the adjustments assumes an estimated average worldwide marginal current tax rate of approximately 24.2% and 23.3% for the three and nine months ended September 30, 2026, respectively, and 25.0% and 25.1% for the three and nine months ended September 30, 2025, respectively.

Previous wording

(3)Represents direct transaction costs related to acquisition and divestiture activity, including transaction fees, due diligence costs, transfer taxes and other direct costs related to acquisition activities, changes in the fair value of contingent consideration, purchase accounting adjustments, and other acquisition related charges, such as integration charges and professional and legal fees, and gain on the disposition of business For the three and six months ended June 30, 2026, transaction expenses included professional and legal fees, and other costs associated with becoming a public company offset by $1.2 million gain on contingent consideration remeasurement. Transaction expenses for the three months and six months ended June 30, 2025 primarily related to the AprilAire Acquisition.

Current wording

(3)Represents direct transaction costs and acquisition related charges from acquisition and divestiture activity, including transaction fees, due diligence costs, transfer taxes and other direct costs related to acquisition activities, changes in the fair value of contingent consideration, purchase accounting adjustments, integration charges and professional and legal fees, and gain on the disposition of business. For the three and nine months ended September 30, 2026 transaction cost primarily related to the prospective acquisition of ebm-papst in addition to $4.5 million of costs incurred in connection with the IPO. For the three and nine months ended September 30, 2025 transaction costs primarily related to the AprilAire Acquisition.

Previous wording

(7)Represents indirect costs for support received from Madison Industries for certain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madison Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the

Current wording

(7)Represents indirect costs for support received from Madison Industries for certain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madison Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the Company's IPO. This does not include services that will continue to be provided by Madison Industries International Holdings LLC following the consummation of the IPO pursuant to the Transition Services Agreement.

Previous wording

(9)Represents one-time gain on insurance proceeds from damage to one of our manufacturing facilities.

Current wording

(9)Represents a one-time gain on insurance proceeds from damage to one of our manufacturing facilities.

Previous wording

(1)Represents direct transaction costs related to acquisition and divestiture activity, including transaction fees, due diligence costs, purchase accounting adjustments, and other acquisition related charges, such as one-time transaction related compensation, professional and legal fees. Transaction related expenses totaled $44.1 million for the six months ended June 30, 2025 and related to the previous owners' divestiture of AprilAire.

Current wording

(1)Represents direct transaction costs related to acquisition and divestiture activity, including transaction fees, due diligence costs, purchase accounting adjustments, and other acquisition related charges, such as one-time transaction related compensation, professional and legal fees. Transaction related expenses totaled $44.1 million for the nine months ended September 30, 2025 and related to the previous owners' divestiture of AprilAire.

Previous wording

General. As of June 30, 2026, our principal sources of liquidity were cash and cash equivalents totaling $261.8 million and available balance under our Revolving Credit Facility of $1,294.3 million. Our liquidity position, together with expected cash flow from operations, provides financial flexibility to fund working capital needs, capital expenditures, and strategic initiatives.

Current wording

General. As of September 30, 2026, our principal sources of liquidity were cash and cash equivalents totaling $2,645.2 million and available balance under our Revolving Credit Facility of $1,358.2 million. During the third quarter 2026, the Company increased the capacity on its revolver by $65.0 million. Our liquidity position, together with expected cash flow from operations, provides financial flexibility to fund working capital needs, capital expenditures, and strategic initiatives and acquisition-related activities.

Previous wording

We believe these sources of liquidity will be sufficient to meet our operating requirements, capital expenditures and debt service requirements for the next twelve months.

Current wording

We believe our existing cash balances, available borrowings under our Revolving Credit Facility, anticipated cash generated from operations and financing arrangements associated with the acquisition will be sufficient to meet our operating requirements, anticipated acquisition funding obligation, capital expenditures and debt service requirements for the next twelve months.

Previous wording

Our future capital requirements will depend on many factors, including our company’s and our industry’s growth rates, the timing and extent of spending to support development efforts, the introduction of new and enhanced products and services offerings, the continuing market acceptance of our products and the timing and extent of acquisitions and dispositions. In the future, we may enter into arrangements to acquire or invest in businesses, services and technologies, including intellectual property rights. We may require access to capital to fund our operations, including general working capital for operating expenses, purchases of property and equipment for our operations, to make investments in our growth and for other needs. To the extent that existing cash and cash from operations are not sufficient to fund our future operations or growth, we may need to raise additional funds through public or private equity or additional debt financing. Although we currently are not a party to any agreement and do not have any understanding with any third parties with respect to potential investments in, or acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. We cannot assure you that such additional financing will be available at terms acceptable to us, or at all. In addition, we may opportunistically seek to raise additional capital to fund our continued growth. To the extent that we are unsuccessful in raising capital through additional debt or equity financings, our plans for continued growth may need to be moderated or curtailed.

Current wording

2026 3Q Madison Air 15 services offerings, the continuing market acceptance of our products and the timing and extent of acquisitions and dispositions. In the future, we may enter into arrangements to acquire or invest in businesses, services and technologies, including intellectual property rights. We may require access to capital to fund our operations, including general working capital for operating expenses, purchases of property and equipment for our operations, to make investments in our growth and for other needs. To the extent that existing cash and cash from operations are not sufficient to fund our future operations or growth, we may need to raise additional funds through public or private equity or additional debt financing. To the extent that we are unsuccessful in raising capital through additional debt or equity financings, our plans for continued growth may need to be moderated or curtailed.

Previous wording

We maintain a debt structure that consists of a term loan, senior notes, and a revolving credit facility. As of June 30, 2026, total debt outstanding consisted of $1,345.6 million under our Term Loans, $1,035.0 million under our Secured Notes and $700.0 million under our Unsecured Notes. There were no borrowings outstanding under our revolving credit facility, and

Current wording

We maintain a debt structure that consists of a term loan, senior notes, and a revolving credit facility. As of September 30, 2026, total debt outstanding consisted of $1,345.6 million under our Term Loans, $1,035.0 million under our Unsecured Notes and $700.0 million under our Secured Notes. There were no borrowings outstanding under our revolving credit facility, and $13.8 million of letters of credit were outstanding of which $6.8 million reduced our borrowing capacity, leaving substantial available capacity as of September 30, 2026.

Previous wording

The following table sets forth a summary of our operating, investing, and financing activities for the six months ended June 30, 2026 and 2025.

Current wording

The following table sets forth a summary of our operating, investing, and financing activities for the nine months ended September 30, 2026 and 2025.

Previous wording

Financing Activities. Net cash used in financing activities was $86.3 million during the six months ended June 30, 2026, compared to proceeds of $1,958.9 million during the six months ended June 30, 2025. The change was primarily attributable to proceeds from the Company's IPO and concurrent private placement of $2,667.6 million, net of $92.4 million of underwriting fees and offering costs, which were substantially offset by debt principal payments of $2,632.7 million. In addition, the Company paid $53.7 million of tax withholding obligations related to the net share settlement of vested equity awards. During the six months ended June 30, 2025, financing cash inflows were primarily driven by proceeds from the Incremental Term Loan of $1,732.5 million and capital contributions of $157.5 million, which were used to fund the AprilAire Acquisition.

Current wording

Financing Activities. Net cash provided by financing activities increased $190.6 million to $2,139.9 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily attributable to issuance of common stock in connection with the Company IPO and private placements offset by cash outflows to reduce the Company's outstanding borrowings. During the second quarter 2026 proceeds from the Company's IPO and concurrent private placement were $2,574.9 million, net of $92.7 million of underwriting fees and offering costs, which were substantially offset by debt principal payments of $2,632.7 million. During the third quarter 2026 proceeds from the Company's subsequent Private Placement were $2,217.4 million, net of $32.6 million of placement fees and offering costs, which are expected to be used, together with additional acquisition financing, to fund the prospective ebm-papst Acquisition. In addition, the Company paid $56.4 million of tax withholding obligations related to the net share settlement of vested equity awards. During the nine months ended September 30, 2025, financing cash inflows were primarily driven by proceeds from the Incremental Term Loan of $1,732.5 million and capital contributions of $157.5 million, which were used to fund the AprilAire Acquisition.

Previous wording

Discontinued operations. Prior year cash flow provided by and used for discontinued operations were primarily the result of continued working capital settlements from the 2024 divestiture of NGH. There were no businesses classified as discontinued operations for the six months ended June 30, 2026.

Current wording

Discontinued operations. Prior year cash flow provided by and used for discontinued operations were primarily the result of continued working capital settlements from the 2024 divestiture of NGH. There were no businesses classified as discontinued operations for the nine months ended September 30, 2026.