Filed Pursuant to Rule 424(b)(4)
Registration No. 333-294156

82,692,308 Shares

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Madison Air Solutions Corporation, par value $0.0000001 per share. Madison Air Solutions Corporation is offering 82,692,308 shares of its Class A common stock to be sold in this offering.

Prior to this offering, there was no public market for our Class A common stock. The initial public offering price per share is $27.00. We have been approved to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “MAIR.”

Following this offering, Madison Air Solutions Corporation will have two authorized classes of common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and, upon the occurrence of certain events described herein, will be converted into one share of Class A common stock. All holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required by applicable law or our certificate of incorporation. See “Description of Capital Stock.”

Madison Industries Holdings LLC (“Holdings”), an entity controlled by our founder, Larry Gies, has entered into a subscription agreement with us pursuant to which Holdings agreed to purchase, and we agreed to sell, in a concurrent private placement transaction (the “concurrent private placement”), $100.0 million of Class B common stock at a price per share equal to the initial public offering price in this offering. The closing of the concurrent private placement is expected to be completed concurrently with the closing of this offering. We intend to rely upon the “private placement” exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof and, accordingly, the shares of Class B common stock issued to Holdings in the concurrent private placement will not be registered under the Securities Act. The underwriters will not receive any underwriting discount or commission on the shares of Class B common stock sold to Holdings in the concurrent private placement.

Immediately following this offering and the concurrent private placement, all of our Class B common stock will be held by Holdings. Accordingly, Larry Gies will control 100% of the voting power over our outstanding Class B common stock, representing approximately 95.2% of the voting power of our outstanding capital stock assuming no exercise of the underwriters’ option to purchase additional shares. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See the section entitled “Management—Corporate Governance—Controlled Company Status.” In addition, pursuant to the director nomination agreement that we have entered into with Madison Industries Holdings LLC in connection with this offering, our founder, Larry Gies may initially nominate all of the directors of Madison Air Solutions Corporation.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 35 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted the underwriters the option to purchase up to an additional 12,403,846 shares of our Class A common stock at the initial public offering price less the underwriting discount for a period of 30 days after the date of this prospectus.

Counterpoint Global (Morgan Stanley Investment Management), Durable Capital Partners LP and HRTG GPE, LLC or one or more investment vehicles managed thereby (collectively, the “cornerstone investors”) have, severally and not jointly, agreed to purchase an aggregate of $536.5 million in shares of Class A common stock in this offering at the initial public offering price. The shares of Class A common stock to be purchased by the cornerstone investors are not subject to a lock-up agreement with the underwriters. The underwriters will receive the same underwriting discounts and commissions on any of our shares of Class A common stock purchased by the cornerstone investors as they will from any other shares of Class A common stock sold to the public in this offering.

The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about April 17, 2026.

Joint Lead Book-Running Managers

Joint Bookrunners

Co-Managers

Prospectus dated April 15, 2026

1 Financial information presented on a Pro Forma basis solely to give effect to the AprilAire Acquisition as if such transaction had occurred on January 1, 2025. These measures do not give effect to the offering-related adjustments presented in accordance with Article 11 under Regulation S-X and described in detail in the section entitled “Unaudited Pro Forma Combined Financial Information.” See the unaudited pro forma combined statements of operations in the section entitled “Unaudited Pro Forma Combined Financial Information” for a description of the adjustments and assumptions underlying the Pro Forma financial information.

2 Adjusted EBITDA Margin is a non-GAAP financial measure. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales for the same period. For a reconciliation of Adjusted EBITDA Margin to net income (loss) margin presented on an actual basis for the historical periods presented, the most directly comparable financial measure calculated and presented in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

3 FCF Conversion is a non-GAAP financial performance measure. We define FCF Conversion as FCF divided by net income (loss) from continuing operations. For a reconciliation of FCF to operating cash flow conversion — continuing operations, the most directly comparable financial measure calculated and presented in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

4 Based on historical averages of net sales and management estimates. Note: Values are approximate.

TABLE OF CONTENTS

Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”). Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including May 10, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Basis of Presentation

Organizational Transactions

Madison Air Solutions Corporation, the registrant whose name appears on the cover of this prospectus, is a Delaware corporation. In connection with the consummation of this offering, we engaged in a series of transactions that resulted in:

Madison IAQ (as defined below), the borrower under our Credit Agreement and the issuer of our Notes (each, as defined herein), became an indirect wholly owned subsidiary of MIAQ Solutions prior to the completion of this offering. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions, which we refer to collectively as the “Organizational Transactions,” and this offering. See “Organizational Transactions.”

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “our business,” “the Company,” “Madison Air” and similar references refer: (1) on or following the consummation of the Organizational Transactions, including this offering, to Madison Air Solutions Corporation and its consolidated subsidiaries, including MIAQ Solutions and its consolidated subsidiaries, and (2) prior to the consummation of the Organizational Transactions, including this offering, to MIAQ Solutions and its consolidated subsidiaries. Shares of Class A common stock of Madison Air Solutions Corporation are being offered by this prospectus.

Basis of Financial Presentation

Except as disclosed in this prospectus, the consolidated financial statements and other financial information included elsewhere in the registration statement of which this prospectus forms a part are those of MIAQ Solutions and its consolidated subsidiaries and do not give effect to the Organizational Transactions. We do not expect that the Organizational Transactions will have a material effect on our results of operations.

Acquisitions and Dispositions

On October 7, 2024, we completed the divestiture of Nortek Global HVAC LLC, a leading manufacturer of air conditioning products (“NGH”), to Rheem Manufacturing Company. Madison Air’s divestiture of NGH included the sale of assets, products and
services primarily related to the design, manufacture and distribution of HVAC systems for the residential and manufactured housing
end-markets, as well as associated accessories, controls and replacement parts. The divestiture did not include any brands used in
Madison Air’s ongoing businesses. Notably, the divestiture did not include the Nortek or Mammoth brands, which continue to be
used by Madison Air. Following the divestiture, Madison Air continues to own and operate the Nortek Air Solutions and Nortek Data
Center Cooling businesses, which are not part of NGH and remain focused on highly engineered, custom and semi-custom air quality
and thermal management solutions for commercial, industrial and data center applications. We do not provide standalone historical financial statements for NGH because they are not required under SEC rules. We classify the results of operations and cash flows of NGH as discontinued operations in our consolidated statements of income and consolidated statements of cash flows for all periods presented. We include the operating results of the divestiture in the Company’s results of discontinued operations through the date of divestiture. As a result, the divestiture of NGH may impact the comparability of our period-to-period operating results. The divestiture generated $1,147.8 million of net proceeds, of which $1,000.0 million was used to issue a cash distribution to Holdings (as defined herein) and noncontrolling interests. For additional information regarding the divestiture of NGH, see Note 7 of our audited consolidated financial statements.

On January 13, 2025, we acquired AcoustiFLO, LTD. (“AcoustiFLO” and such acquisition, the “AcoustiFLO Acquisition”) for $11.7 million in cash, net of cash acquired, and $1.4 million in deferred consideration. Our audited consolidated financial statements included elsewhere in this prospectus do not include the impact of the AcoustiFLO Acquisition prior to the date of such acquisition. Because this acquisition is not “significant” under applicable SEC rules, we do not provide standalone historical financial statements

for AcoustiFLO in this prospectus. Accordingly, our financial statements for the period prior to the AcoustiFLO Acquisition may not be comparable to those of the respective periods after such acquisition.

On May 6, 2025, we acquired AprilAire, a leader in innovative indoor air solutions for both commercial and residential environments, for $2,289.2 million in cash, net of cash acquired, $217.3 million in rollover equity, and $90.0 million in deferred consideration, subject to certain customary purchase price adjustments. The AprilAire Acquisition was primarily funded with $1,750.0 million in proceeds from the Incremental Term Loan Facility (as defined herein), which closed concurrently with the AprilAire Acquisition. We include the financial results of AprilAire in our consolidated financial statements from the date of the AprilAire Acquisition. Our audited consolidated financial statements included elsewhere in this prospectus do not include the impact of the AprilAire Acquisition prior to the date of the AprilAire Acquisition. We separately provide audited consolidated financial statements of AprilAire for the fiscal years ended December 31, 2024 and 2023 and unaudited consolidated financial statements of AprilAire for the three months ended March 31, 2025 and 2024. Accordingly, our consolidated financial statements for the periods prior to the AprilAire Acquisition may not be comparable to those of the period after the AprilAire Acquisition. Except where designated as “Pro Forma” or “Pro Forma Adjusted,” or as otherwise specifically provided or the context otherwise requires, all information in this prospectus is presented on a historical basis and does not give effect to the AprilAire Acquisition, except for periods following consummation of the AprilAire Acquisition on May 6, 2025.

Pro Forma Financial Information

Certain financial information included in this prospectus is presented (i) on a “Pro Forma” basis to give effect to, where applicable, the AprilAire Acquisition as if such transaction had occurred on January 1, 2025 and (ii) on a “Pro Forma Adjusted” basis to give effect to, where applicable, the AprilAire Acquisition, the Organizational Transactions, the concurrent private placement, this offering, the use of proceeds from this offering and the concurrent private placement, and all other items required to be presented in accordance with Article 11 under Regulation S-X as if such transactions had occurred on January 1, 2025. The historical financial information presented in this prospectus, except where designated as “Pro Forma” or “Pro Forma Adjusted,” or as otherwise specifically provided or the context otherwise requires, includes the historical results of MIAQ Solutions and its consolidated subsidiaries.

The unaudited Pro Forma combined financial information of MIAQ Solutions presented in this prospectus for the year ended December 31, 2025 has been derived from the application of pro forma adjustments to the historical consolidated financial statements of MIAQ Solutions included elsewhere in this prospectus. The unaudited pro forma combined statement of income gives effect to the AprilAire Acquisition, the Organizational Transactions, the concurrent private placement, this offering, the use of proceeds from this offering and the concurrent private placement, and all other items required to be presented in accordance with Article 11 under Regulation S-X, as if these occurred on January 1, 2025. The unaudited Pro Forma combined financial information does not account for the AcoustiFLO Acquisition. See “Unaudited Pro Forma Combined Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited Pro Forma Adjusted combined financial information included in this prospectus.

Certain Definitions

Unless otherwise noted or the context otherwise requires, as used in this prospectus:

Trademarks, Service Marks and Tradenames

This prospectus includes our trademarks and service marks such as “Madison Air,” “Return on Air,” “AprilAire,” “Nortek,” “Big Ass Fans,” “Addison,” “Broan-NuTone,” “Reznor,” “Healthy Air System” and the Madison Air logo, as well as trademarks and service marks belonging to our subsidiaries, each of which is protected under applicable intellectual property laws and is the property of us or our subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.

Market and Industry Data

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets (including total addressable market (“TAM”) estimates) and our competitive position is based on a variety of sources, including information from independent industry analyses, publications, interviews with industry participants, public company data, analyst reports, government reports, as well as our own internal estimates and research. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the information presented in this prospectus is generally reliable, forecasts, assumptions, expectations, beliefs, estimates and projections involve risk and uncertainties and are subject to change based on various factors, including those described under “Forward-Looking Statements” and “Risk Factors.”

Certain information in the text of this prospectus is contained in third-party sources and independent industry publications including, but not limited to, the third-party sources and independent industry publications discussed below. Such third-party sources and independent industry publications used in this prospectus were not prepared on our behalf. In addition, this prospectus includes references to our TAM on both a consolidated and product-level basis. We calculate our TAM separately for each material business within our Commercial and Residential segments using a variety of methodologies, which are based upon a variety of sources, including information from independent industry analyses, publications, interviews with industry participants, public company data, analyst reports, government reports, as well as our own internal estimates and research.

The sources of these independent industry publications are provided below:

Risk Factors

This offering and an investment in our Class A common stock involve a high degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase shares of our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks actually occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, the trading price of our Class A common stock could decline and you could lose all or part of your investment.

Because of the following factors, as well as other factors affecting our business, financial condition, operating results and prospects, past financial performance should not be considered a reliable indicator of future performance, and investors should not rely on historical trends to anticipate trends or results in the future.

Risks Related to Our Business

Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.

Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate. Global economic and political conditions affect each of our primary businesses and the businesses of our customers and suppliers. Recessions, economic downturns, price instability, inflation, slowing economic growth and social and political instability in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, and adversely impact our ability to grow or sustain our business. For example, sales in the commercial and industrial new construction markets correlate to the number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, tariffs, employment rates, and other macroeconomic factors over which we have no control. Any significant weakening of the economy, including labor shortages and rise in inflation, may adversely impact our business. In our Residential segment, a decline in economic activity as a result of these cyclical or other factors including the shortage of building materials and/or labor often results in a slowdown or decline in new construction and replacement purchases, which often impacts our sales volume and profitability. We are also exposed to the data center cooling market, which has shown substantial volatility due to investments in AI and other technology supported by colocators and hyperscalers. If this trend were to change, it would have an impact on our results of operations and financial condition. For instance, any slowdown or reversal in AI or cloud infrastructure investment in the market, or a shift in technology standards, could lead to a significant and immediate decline in orders for our data center cooling solutions. Additionally, as we increasingly integrate AI tools into our own product design, channel distribution and business operations, we may face legal, regulatory and other risks related to rapid technological change, potential disruption, and the need to continually adapt our offerings to remain competitive. AI technology is complex and rapidly evolving, and if we are unable to innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed. Further, foreign, federal and state laws and policy are subject to change in ways that may adversely affect our business, see “—Risks Related to Litigation and Regulation—Our businesses are subject to varying domestic and foreign laws and regulations that may restrict or adversely impact our ability to conduct our business.”

Our estimate of total addressable market is subject to numerous uncertainties. If we have overestimated the size of our total addressable market now or in the future, our future growth rate may be limited.

Our estimate of our 8% share of a $40 billion total addressable market is based on our separate calculation of TAM for each material business within our Commercial and Residential segments using a variety of methodologies, which are based upon a variety of sources, including information from independent industry analyses, publications, interviews with industry participants, public company data, analyst reports, government reports, as well as our own internal estimates and research. After calculating the TAM for each primary business within our Commercial and Residential segments, management then aggregates each business-level TAM estimate to arrive at an aggregate estimated TAM for Madison Air.

We cannot assure you of the accuracy or completeness of our estimates. While we believe our market size estimates and growth rates are reasonable, such information is inherently imprecise. If internally generated data used in our estimates proves to be inaccurate or we make errors in our assumptions or otherwise based on such data, our actual markets may be more limited than our estimates. In addition, these inaccuracies or errors may cause us to misallocate capital and other critical business resources, which could harm our business. Even if our total addressable market meets our size estimates and experiences growth, we may not continue to grow our share of these markets. Our growth is subject to many factors, including the successful implementation of our business strategy, which is subject to many risks and uncertainties. Accordingly, the estimates of our total addressable market included in this prospectus should not be taken as indicative of our ability to grow.

Furthermore, we are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of these opportunities. For example, data centers for AI require complex technology and are subject to uncertainties with respect to, among other things, the rate of consumer acceptance and the impact of current or future regulations. Because these data centers depend on technology from many companies, commercialization of some AI technologies could be delayed or impaired on account of certain technological components not being ready to be deployed. Regulatory, safety or reliability developments, many of which are outside of our control, could also cause delays or otherwise impair commercial adoption of these new technologies, which will adversely affect our growth.

Our business and growth prospects rely on the continuation of key megatrends, and any slowdown or shift in these trends, or our failure to adapt to them, could adversely impact our demand, revenues, and financial performance.

Our business strategy and future growth depend on the continuation and strength of several powerful megatrends, including energy resilience, expansion of AI and cloud computing, reshoring of advanced manufacturing, aging of commercial and residential building stocks, and increasing focus on human health. These megatrends are currently fueling demand for our products and solutions across both our Commercial and Residential segments. However, there can be no assurance that these trends will continue at their current pace or that they will not be disrupted or replaced by other market forces.

If these megatrends slow, reverse, or fail to materialize as anticipated, the demand for our products and services could decline, which would adversely affect our revenues, growth prospects, and financial performance. Additionally, our ability to anticipate, adapt to, and capitalize on these megatrends is subject to numerous uncertainties, including technological change, evolving customer preferences, and competitive dynamics, including those arising from the rapid development of generative AI-based solutions that could shift customer expectations or adoption patterns. If we fail to effectively respond to changes in these megatrends or if our strategic initiatives do not align with future market developments, our business, financial condition, results of operations, and prospects could be adversely affected.

Our business has material exposure to home improvement, repair and remodeling activity in North America and new home construction activity levels, all of which are impacted by fluctuations in the housing market. Changes in the general economy, the housing market or other business conditions have in the past adversely affected and could in the future adversely affect our sales, operating results, cash flows and financial condition.

A number of factors impact consumers’ spending on home improvement projects as well as new home construction activity, including:

In addition, the fundamentals driving our business are impacted by economic cycles. Adverse changes involving the factors listed above or economic downturns could result in a decline in spending on residential repair and remodeling activity and a decline in demand for new home construction, which could adversely affect our operating results and financial position.

Our industry is highly competitive. If we do not compete successfully, our business, financial condition and results of operations could be adversely affected.

Substantially all of the markets that we serve are highly competitive. We compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. There has been consolidation and new entrants (including non-traditional competitors) within our industries, and there may be future consolidation and new entrants which could result in increased competition and significantly alter the dynamics of the competitive landscape in which we operate. Due to our global footprint, we are competing worldwide with large companies and with smaller, local operators who may have customer, regulatory or economic advantages in the geographies in which they are located. In addition, some of our competitors may employ pricing and other strategies that are not traditional. While we understand our markets and competitive landscape, there is always the risk of disruptive technologies from companies that are not traditionally manufacturers or service providers of our products. As we integrate acquisitions, including the acquisition of AprilAire, into our portfolio of solutions, we may face new competitors in our target markets and experience increased competition from alternative solutions. We must continually innovate new or enhanced products and services to maintain and expand our brand recognition and market position to effectively compete in the markets that we serve. Our failure or inability to effectively address market trends, adapt to changes in customer preferences, and compete in our market may adversely affect demand for our products and services, which may cause a material adverse effect on our financial condition. Our customers continue to seek technological innovation, productivity gains, competitive prices, reliability and availability from us and their other suppliers. As a result of these and other factors, we may not be able to compete effectively, which could adversely impact our business, financial condition and results of operations.

If our 80/20 operating model and other strategies for improving organic growth do not deliver as planned, our results of operations could suffer.

Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which could adversely affect our results of operations and financial condition. To address this issue, we are pursuing a number of strategies to improve our organic growth, including the implementation of our 80/20 operating model, a strategic framework that predominantly allocates resources to what we believe are the most compelling growth opportunities, The strategies we choose to pursue may not be effective in identifying said growth opportunities. In addition, we are pursuing a number of other strategies to improve our organic growth, including:

We may not be able to successfully implement these strategies, and pursuing one or more of these strategies may impair the expected growth of our business. Our failure to fully implement these strategies in a cost-effective and timely manner could adversely impact our business, results of operations, financial condition and cash flows.

If we are unable to measure, consistently deliver, or clearly communicate the tangible benefits of our proprietary Return on Air value proposition, our reputation, competitive differentiation, and ability to win and retain business could be adversely affected.

Our business strategy and market differentiation rely heavily on our proprietary concept of Return on Air, which refers to the tangible outcomes and value delivered to customers when air is treated as a strategic asset rather than a commodity. The ability to quantify and communicate the tangible benefits of Return on Air such as improved productivity, compliance, health, energy efficiency, and cost savings, depends on a variety of factors, including the specific customer environment, the accuracy of our measurement methodologies, the availability and reliability of data, and the willingness of customers to attribute observed outcomes to our solutions. If our methodologies for measuring Return on Air are not sufficiently robust, transparent, or accepted by customers and industry stakeholders, or if the outcomes we claim are not consistently realized in practice, our reputation and competitive positioning could be adversely affected. If customers or potential customers do not perceive a clear, quantifiable benefit from our solutions, or if competitors are able to offer similar or alternative value propositions that are more easily measured or understood, our ability to win new business, retain existing customers, and maintain pricing could be negatively impacted.

In addition, as we expand into new markets or introduce new products and services, the measurability of Return on Air may vary, and we may encounter challenges in adapting our value proposition or measurement frameworks to different customer needs and expectations. Any failure to effectively measure, communicate, and deliver on the promise of Return on Air could result in reduced demand for our products and services and an adverse effect on our business, financial condition, and results of operations.

Restrictions imposed to preserve the tax-free treatment of the Organizational Transactions and related transactions may significantly limit our ability to raise capital and pursue strategic transactions for at least two years following this offering, and any breach of these restrictions could result in significant tax liabilities.

To preserve the tax-free treatment of the Organizational Transactions and related transactions, we will be subject to restrictions under the Tax Matters Agreement that could limit our ability to pursue certain strategic transactions, equity issuances or repurchases or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business. Under Section 355 of the Internal Revenue Code, the Organizational Transactions could result in taxable gain to Madison Industries International, an affiliate of Holdings, if the Organizational Transactions were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquired, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in us.

Based on the size of this offering and the number of shares that will be outstanding immediately following the completion of this offering (based upon the initial offering price of $27.00 per share), but excluding the concurrent private placement (which is excluded because shares acquired by Holdings in the concurrent private placement are not counted for purposes of satisfying the continuity of interest requirement under Section 355 of the Internal Revenue Code), we estimate that approximately 94.1% of the total voting power of our outstanding common stock (or approximately 93.7% if the underwriters’ option to purchase additional shares is exercised in full) and approximately 65.6% of the total economic interest in us (or approximately 64.0% if the underwriters’ option to purchase additional shares is exercised in full), will be held by Holdings immediately after this offering. These ownership percentages are calculated in accordance with the SEC’s beneficial ownership reporting rules under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the U.S. Internal Revenue Service (the “IRS”) applies different rules and methodologies for calculating voting power and ownership percentages for purposes of Section 355 of the Internal Revenue Code, which may result in different percentage calculations that could provide more or less flexibility under the 50% threshold than indicated by the SEC calculations set forth herein. As a result, we will have limited flexibility under the 50% threshold before triggering potential adverse tax consequences. For at least two years following the Organizational Transactions, except in specific circumstances or unless Madison Industries International waives our obligation to comply with such restrictions, we and our subsidiaries will generally be prohibited from: (i) ceasing to conduct certain businesses, (ii) entering into certain transactions or series of transactions pursuant to which all or a portion of our common stock would be acquired or all or a portion of certain of our and our subsidiaries’ assets would be acquired, (iii) liquidating, merging or consolidating with any other person, (iv) issuing equity securities beyond certain thresholds, (v) repurchasing our stock other than in certain open-market transactions or (vi) taking or failing to take any other action that would cause the Organizational Transactions, together with certain related transactions, to fail to qualify as tax-free for U.S. federal income tax purposes.

Given our proximity to the 50% threshold, we do not expect to be able to conduct any primary follow-on equity offerings during the two-year period following this offering without risking a breach of the 50% continuity of interest requirement. This restriction may significantly limit our ability to raise equity capital to fund growth initiatives, acquisitions or other strategic opportunities that may arise during this period. We will be required to rely primarily on cash flow from operations, existing cash balances and debt financing to fund our operations and growth during this restricted period. If our cash flow from operations is insufficient to fund our operations or if debt financing is unavailable or available only on unfavorable terms, our business, financial condition and results of operations could be materially adversely affected. For more information, see “—Risks Related to Taxes.”

Our results of operations and financial condition could be negatively impacted by the loss of key customers.

For the year ended December 31, 2025, our top 10 customers accounted for approximately 32% of our revenue. Our results of operations could be negatively impacted by the loss of any of these customers to the extent we are not able to gain additional market share. In addition, in the future, we may have new major customers that represent a larger percentage of our revenues or with fewer customers representing a significant portion of our revenues, which could increase our customer concentration risk. As a result, the loss of, or significant reduction in sales to, key customers could have a material adverse effect on our results of operations, financial condition and cash flow.

Our backlog and orders are subject to unexpected adjustments and cancellations.

Backlog represents the total expected future revenue from confirmed customer orders that have been received but not yet shipped or rendered as of a given date. Timing and conversion of backlog is subject to numerous uncertainties and risks and is not

necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year. As a result, we cannot guarantee that the revenue projected in our backlog will be realized or profitable or will not be subject to delay or suspension. As of December 31, 2025, backlog was $2,160.8 million for Madison Air. As of December 31, 2024, backlog totaled $987.4 million, consisting of $968.2 million for Madison Air as reported, $11.4 million for AprilAire, and $7.8 million for other brands acquired by Madison Air. Orders represent the dollar value of customer purchase commitments signed over a given period, with confirmed pricing, quantities, and delivery terms. Although terms are agreed upon for orders, project cancellations, scope adjustments or deferrals or foreign currency fluctuations may occur with respect to contracts reflected in our backlog and orders, which could reduce the dollar amount of our backlog, orders and the revenue and profits that we actually earn or cause the rate at which we perform on our backlog or orders to decrease. For the year ended December 31, 2025, orders were $4,530.8 million for Madison Air and for the period from January 1, 2025, to May 6, 2025, orders were $183.8 million for AprilAire. For the year ended December 31, 2024, orders totaled $3,428.1 million, consisting of $2,879.5 million for Madison Air as reported, $537.0 million for AprilAire, and $11.6 million for other brands acquired by Madison Air, giving effect to all merger and acquisition activity as if such brands had been owned for all periods presented. For the three months ended December 31, 2025, orders were $1,653.4 million for Madison Air. For the three months ended December 31, 2024, orders totaled $721.8 million, consisting of $580.4 million for Madison Air and $141.4 million for AprilAire. In addition, projects may remain in our backlog for an extended period of time. During periods of economic slowdown, the risk of projects being suspended, delayed or cancelled generally increases. Finally, poor project or contract performance could also impact our backlog, orders and profits. Such developments could have a material adverse effect on our business and our profits.

If we are unsuccessful in developing and commercializing new versions of products and new features and accessories for our products, our business could be adversely impacted.

Through in-house research and development and engineering efforts, we target product development to meet customer needs. However, there is no assurance that our product development efforts will be embraced by the market and potential customers. Customers in the industries we serve make frequent changes to maximize their operations and profits. To be successful, we must develop and commercialize new versions of our products and new features and functionalities that respond to our customers’ needs and price points. Our products and any new features and accessories must keep pace with new products and feature introductions of our competitors. Because our products and any new features and accessories are technologically complex, developing new products or adding features and accessories to our existing products requires extensive design, development and testing at the technological, product and manufacturing stages. We expect to continue to incur significant expenditures for the development of our solutions which may not ultimately grow our business or cause long-term profitability, and we cannot guarantee that we will be able to timely produce new versions of our products or new features and accessories. To successfully develop and commercialize new versions of our products or new features and accessories we need to:

Our failure to accomplish any of these criteria could delay or prevent the release of new products or new features and accessories. These difficulties and delays could cause our development expenses to increase and harm our financial and operating results.

Further, we must continue to effectively adapt our products and services to a changing technological and regulatory environment to drive growth and defend against disruption caused by competitors, regulators or other external forces impacting our business and operations. If we are unable to be agile and responsive to disruption in the development of new products, services and technologies, including technologies such as AI and machine learning, our business, financial condition, results of operations and cash flows could be adversely affected. Even after introduction, new or enhanced products may not satisfy customer preferences and product failures may cause customers to reject our products. Further, as we integrate emerging and rapidly evolving technologies, including AI and machine learning, into our products and services, we may not be able to anticipate or identify vulnerabilities, design flaws or security threats resulting from the use of such technology and develop adequate protection measures. As a result, these products may not achieve market acceptance and our brand image could suffer.

Our efforts to expand into adjacent markets may not succeed, which could adversely affect our business, financial condition, results of operations, and growth prospects.

Our growth strategy includes expanding into adjacent markets by leveraging our existing product lines, technologies, and customer relationships. However, we may not be successful in identifying or achieving meaningful scale in these new markets. The success of our expansion efforts depends on a variety of factors, including our ability to accurately assess market opportunities, adapt our products and services to meet the unique needs and regulatory requirements of these markets, and effectively compete with established incumbents and new entrants. Adjacent markets may have different competitive dynamics, customer preferences, and technological requirements than our core markets, and we may face challenges in building brand recognition, establishing distribution channels, or achieving the necessary scale to operate profitably. In addition, our investments in adjacent markets may divert management attention and resources from our core business, and there can be no assurance that these initiatives will generate the returns or synergies that we anticipate. If we are unable to successfully execute our strategy to grow in adjacent markets, or if these markets do not develop as we expect, our business, financial condition, results of operations, and growth prospects could be adversely affected.

Changes in our product or segment mix could impact our financial performance.

We sell products across our segments that have varying profit margins. Our financial performance can be impacted depending on the mix of products we sell during a given period. Additionally, adverse trends in demand for our products could alter the balance of our Commercial and Residential sales or the balance of our product sales within either segment. In light of differing margins, changes in the relative amount and type of commercial and residential industrial activity or the mix of products sold may have an impact on our business and cause our revenues and profitability to fluctuate from period to period. Adverse trends in any of the foregoing factors could reduce our sales and have a material adverse effect on our business, financial condition and results of operations.

We face the challenge of accurately aligning our capacity with our demand.

We can experience capacity constraints and longer lead times for certain products in times of growing demand while we can also experience idle capacity as economies slow or demand for certain products decline. Accurately forecasting our expected volumes and appropriately adjusting our capacity have been, and will continue to be, important factors in determining our results of operations. In addition, to maintain profitability, we may need to relocate manufacturing of our products due to the impact of tariffs. We cannot guarantee that we will be able to change our manufacturing capacity to meet demand for our products, which could prevent us from meeting increased customer demand and could harm our business. However, if we overestimate our demand and overbuild our capacity, we may have underutilized assets and we may experience reduced margins. If we do not accurately align our manufacturing capabilities with demand, it could have a material adverse effect on our results of operations.

We could be negatively impacted by supplier shortages or the rising cost of raw materials.

In some cases, we are dependent on single or limited sources of supply for certain components and raw materials used in the manufacturing of our products. We select our suppliers based on total value (including price, delivery, quality and technology), taking into consideration location, production capabilities and financial condition. However, there can be no assurance that strong demand, capacity limitations or other problems experienced by our suppliers (including labor unrest, pandemics, weather emergencies, maritime disasters, commercial disputes, government actions, tariffs, riots, wars, sabotage, non-conforming parts, acts of God, including matters beyond the control of the Company, or acts of terrorism) will not result in occasional shortages or delays in the supply of components. In addition, there can be no assurance that our suppliers will deliver to our stated written expectations. If we were to experience a significant or prolonged shortage of critical components from any of our suppliers, particularly those who are our sole sources, and could not procure the components from other sources, we would be unable to meet our production schedules for some of our key products or to ship such products to our customers in a timely fashion, which could adversely affect sales, margins and customer relationships.

We also rely on certain materials such as steel, plastic, copper and aluminum. If the costs of any of these materials increase, and we are unable to pass these costs on to our customers, our profitability may be affected. In addition, an increase in fuel prices would increase our costs of distributing and shipping our products, which may also affect profitability.

Unfavorable industry conditions could result in financial distress within our supply base, an increase in commercial disputes and other risks of supply disruption. Any loss of a supplier, or the failure of any of our suppliers to provide sufficient product to us on a timely basis, may have a material adverse effect on our results of operations and financial condition.

We source a notable amount of our components from suppliers in Asia, accounting for 24% of our total direct material spend in 2025, of which less than half was sourced from Chinese suppliers. Prolonged disruptions to our Asian supply chain has and may again in the future have a material adverse effect on our results of operations and financial condition. If any of our suppliers in Asia were to

cease operations or cease doing business with us, we may be unable to replace them at a reasonable cost. In addition, any loss of our suppliers in Asia could harm our reputation, negatively affect our customer relations and have a material adverse effect on our results of operations and financial condition.

The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.

We sell a significant portion of our products through independent distributors, sales representatives and other partners. We rely in large part on the orderly operation of this distribution network, which depends on adherence to shipping schedules and effective management. We conduct all of our shipping through independent third parties. Although we believe that our receiving, shipping and distribution process is efficient and well positioned to support our operations and strategic plans in the event of disruptions in our distribution network, we may not have effectively anticipated all issues or events that are beyond our control, such as natural disasters or other catastrophic events, labor disagreements, acquisition of distributors by a competitor or consolidation within our distributor network or shipping problems. If complications arise within a segment of our distribution network, the remaining network may not be able to support the resulting additional distribution demands. Any of these disruptions or complications could negatively impact our net sales and costs.

Our operations outside of North America are subject to political, investment and local business risks.

For the year ended December 31, 2025, 3.9% of our net sales originated from countries outside of North America from sales by our foreign business units. Sales and operations outside of the United States and Canada, particularly in emerging markets, are subject to a variety of risks which are different from or additional to the risks the Company faces within the United States and Canada. Risks of doing business internationally include, among others:

As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks, any of which could have a material adverse effect on our international operations or on our financial condition and results of operations. In particular, the Conflicts could lead to disruption, instability, inflation, economic stagnation and volatility in global markets and industries that could negatively impact our operations. The U.S. government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of these measures and any other measures taken in connection with the Conflicts, as well as potential responses to them by Russia, is currently unknown and they could adversely affect the price and availability of resources, our business, supply chain, partners or customers.

Our decentralized organizational structure presents certain risks.

We are a relatively decentralized company in comparison with some of our peers. This decentralization necessarily places significant control and decision-making powers in the hands of local management, which presents various risks, including the risk that we may be slower or less able to identify or react to problems affecting a key business than we would in a more centralized management environment. We may also be slower to detect or react to compliance related problems (such as an employee undertaking activities prohibited by applicable law or by our internal policies), and Company-wide business initiatives may be more challenging and costly to implement, and the risks of noncompliance or failures higher than they would be under a more centralized management structure. These challenges or resulting noncompliance or failure could have a material adverse effect on our business, financial condition or results of operations.

Our growth strategy includes the execution of strategic acquisitions, dispositions or joint ventures. We may not be able to consummate future acquisitions or successfully integrate recent and future acquisitions.

From time to time, we may seek to complement or expand our businesses through strategic acquisitions, joint ventures, and strategic relationships. For example, in May 2025, we completed our second largest acquisition to date of AprilAire for $2,289.2 million in cash, net of cash acquired, $217.3 million in rollover equity, and $90.0 million in deferred consideration, subject to certain customary purchase price adjustments, which we are continuing to integrate. We have incurred severance costs and expect to incur additional costs to integrate prior acquisitions, such as information technology (“IT”) integration expenses and costs related to the renegotiation of redundant vendor agreements. The success of these transactions will depend, in part, on our ability to timely identify those relationships, negotiate and close the transactions and then integrate, manage, and operate those businesses profitably. If we are unable to successfully execute these functions, we may not realize the anticipated benefits associated with such transactions, which could adversely affect our business and results of operations.

Acquisitions, dispositions and joint ventures involve a number of special risks and factors, such as:

Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses we purchase, an unavoidable level of risk remains regarding the actual operating condition of these businesses. Until we actually assume operating control of these business assets and their operations, we may not be able to fully ascertain the actual value or understand the potential liabilities of the acquired entities and their operations. Any acquisitions, divestitures, joint ventures or investments may ultimately harm our business, financial condition, results of operations and cash flows.

Additionally, we are subject to restrictive covenants contained in our Credit Agreement, and in the Secured Notes Indenture and Unsecured Notes Indenture (each, as defined below), which impose certain limitations on our ability to raise additional debt or equity financing and to expand through strategic M&A. As a result, our ability to pursue various strategic transactions or to raise additional financing may be limited by these covenants, and we may be required to seek lender or noteholder consent or satisfy certain financial or other conditions, which could delay or prevent us from executing on organic initiatives and strategic M&A. See the sections entitled “Risk Factors—Risks Relating to Our Indebtedness” and “Description of Certain Indebtedness.”

The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.

We may not identify all of the risks and liabilities of an acquired business through our diligence efforts. Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial statements. Additionally, we regularly utilize representation and warranty insurance and standard indemnity provisions in these acquisition transactions, and if we are unable to successfully assert a claim, if a claim is not covered by insurance (including as a result of applicable deductible amounts or policy limits) or if such unexpected liabilities prove greater than expected, our operations as a whole may be adversely affected.

We engage in divestitures, and we may encounter difficulties disposing of businesses from our current operations and may not realize the anticipated benefits of these divestitures.

We make strategic divestitures from time to time, including the divestiture of NGH on October 7, 2024. This and other divestitures may result in continued financial exposure to the divested businesses, such as through guarantees, other financial arrangements, continued supply and services arrangements or through the retention of liabilities, such as for income and customs taxes, as well as environmental and product liability claims. Under these arrangements, nonperformance by those divested businesses or claims against retained liabilities could result in the imposition of obligations that could have a material adverse effect on our results of operations, cash flows or financial condition. The success of future divestitures will depend on the satisfaction of conditions precedent to such transactions, which will depend in part on the ability of the parties to secure any required regulatory approvals in a timely manner, among other things.

An impairment of goodwill could have a material adverse effect on our results of operations.

Acquisitions frequently result in the recording of goodwill and other intangible assets. As of December 31, 2025, goodwill (and intangibles) represented 80% of our total assets. Goodwill and trademarks are not amortized and are subject to impairment testing at least annually and as triggering events may occur. We have historically performed our annual review for impairment in the fourth quarter of each fiscal year. The identification and measurement of goodwill impairment involve the estimation of the fair value of our reporting unit. The estimate of fair value of the reporting unit is based on the best information available as of the date of the assessment and incorporates management’s assumptions about expected future cash flows and other valuation techniques. While we evaluate the recoverability of goodwill at least annually as well as when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value, we cannot accurately predict the amount and timing of any impairment of assets, and, in the future, we may be required to take goodwill or other asset impairment charges. Any such non-cash charges could have an adverse effect on our financial results.

Certain of our customer agreements include indemnification provisions that may expose us to substantial liability for intellectual property infringement and other losses.

Certain of our customer agreements include indemnification provisions under which we agree to indemnify them against third party claims for losses suffered or incurred arising from, in connection with, relating to or resulting from claims of infringement or other violation of intellectual property, damages caused by us to property or persons or other liabilities relating to or arising from our designs, services or other contractual obligations. The terms of these indemnity provisions generally may survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, operating results and financial condition.

If we are unable to attract, integrate and retain additional qualified personnel, our business could be adversely affected.

Our future success and our ability to maintain and grow the Company’s product portfolio depends in part on our ability to identify, attract, integrate and retain highly skilled managerial, sales and other personnel, including top talent within our industry. We face intense competition for qualified individuals from numerous other companies, many of whom have greater financial and other resources than we do. These companies may also provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture.

Risks Related to Our Operations

Disruption of our operations in our manufacturing facilities, wholesale locations or key customer operations could have an adverse effect on our financial condition and results of operations.

Operations at our manufacturing facilities (or any of our machines within such facilities), wholesale locations and key customer locations could be subject to unexpected disruption due to a number of events, including:

Any downtime, facility damage or location closure, particularly at certain of our plants located in Mexico, Canada and in the United States, could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If our machines or facilities were to incur significant downtime for prolonged periods of time, our ability to satisfy customer requirements could be impaired, resulting in lower sales and net income.

In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above. Our suppliers’ inability to produce the necessary components for our manufacturing processes may adversely impact our results of operations, cash flows and financial position.

World geopolitical conflicts have created humanitarian crises, materially impacted economic activities, and may materially impact our global and regional operations.

The global economy has been negatively impacted by geopolitical issues, including the Conflicts. Governments including the United States, United Kingdom, and those of the European Union have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia which has triggered retaliatory sanctions by the Russian government and its allies. The outcome and future impacts of these world geopolitical issues, including the Conflicts, remain highly uncertain, continue to evolve and may grow more severe the longer these conflicts continue and sanctions remain in effect. Risks associated with world geopolitical conflicts that have arisen or could arise in the future, include, but are not limited to:

We have no way to predict the progress or outcome of world geopolitical issues, including the Conflicts. Although the Conflicts have not, to date, caused any material adverse effect on our business or financial performance, until there are resolutions, these Conflicts could have a material adverse effect on our business, results of operations, financial condition, liquidity and growth prospects.

Other consequences arising from ongoing conflicts, the further escalation of geopolitical tensions globally and their effect on our business and results of operations as well as the global economy, cannot be predicted. This may include economic sanctions, embargoes, regional instability, geopolitical shifts, expansion of current conflicts, energy instability, retaliatory action by governments, supply chain disruptions, disruption to local markets, increased cybersecurity attacks against us, our third-party service providers and customers, collateral consequences from cyber conflicts between nation-states or other politically motivated actors targeting critical technology infrastructure, and increased tensions among countries in which we operate. Our failure to adequately react to these and other political and economic conditions could materially and adversely affect our results of operations, financial condition or liquidity.

Challenges with respect to labor availability or labor disruptions could adversely affect our business.

As of December 31, 2025, we employed over 8,650 total employees. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including changes in the unemployment rate, changes in immigration policy, regulatory changes, prevailing wage rates, and competition we face from other companies for qualified employees. We continue to operate in a competitive labor market. A sustained labor shortage could lead to increased costs, such as increased overtime incurred to meet the demands of our customers and increased wage rates to attract and retain employees.

In addition, a material labor disruption or work stoppage at our manufacturing and distribution facilities could reduce our inventory levels and have a material adverse effect on our sales. In addition, if one or more of our larger customers were to experience a material work stoppage, that customer may halt or limit the purchase of our products, which could have a material adverse effect on our business, results of operations and financial condition. A significant disruption in the supply of a key component due to a work stoppage at one of our suppliers or any other supplier could have the same consequences, and accordingly, have a material adverse effect on our financial results. Certain key facilities operate under collective bargaining agreements with unions and works councils. We may also be subject to general country-wide strikes or work stoppages unrelated to our specific business or collective bargaining agreements. Additionally, a shortage in certain workforces, such as technicians or truck drivers, may impact our business by affecting the ability to install, sell and deliver our products.

There is no assurance that in the future we will be able to attract or retain qualified employees or effectively manage labor relations and benefit costs, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to foreign currency exchange rate and other related risks.

We conduct operations in many areas of the world involving transactions denominated in a variety of currencies. We are subject to foreign currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, since our consolidated financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have had, and could continue to have, an impact on our results of operations. There can be no assurance that foreign currency exchange rate fluctuations will not adversely affect our results of operations. In addition, while the use of currency hedging instruments may provide us with some protection from adverse fluctuations in foreign currency exchange rates, by utilizing these instruments we potentially forego the benefits that might result from favorable fluctuations in foreign currency exchange rates. We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation.

Our actual results of operations may differ materially from the unaudited pro forma financial data included in this prospectus.

The unaudited pro forma financial data included in this prospectus are not necessarily indicative of what our actual results of operations would have been for the year ended December 31, 2025, nor are they necessarily indicative of results of operations for any future period. The unaudited pro forma financial data have been derived from our audited and AprilAire’s audited financial statements and accounting records and reflect assumptions and adjustments that are based upon estimates that are subject to change. The purchase price allocation for the AprilAire Acquisition as of the closing date of May 6, 2025 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed, and the final purchase price allocation may be different from that reflected in the pro forma purchase price allocation presented in this prospectus. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this prospectus, and other factors not presented in such unaudited pro forma financial data may adversely affect our financial condition or results of operations. Moreover, the unaudited pro forma financial data included in this prospectus does not reflect all transactions that are expected to impact our results of operations in periods prior to the AprilAire Acquisition.

We are required to make a number of significant judgments in applying our accounting policies, and our use of different estimates and assumptions in the application of these policies could result in material changes to our financial condition and results of operations.

Our accounting policies are critical to the manner in which we present our results of operations and financial condition. Many of these policies are highly complex and involve many subjective assumptions, estimates and judgments. We are required to review these estimates regularly and revise them when necessary. Our actual results of operations vary from period to period based on revisions to these estimates. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for more details with respect to these accounting policies and estimates.

Our operations may be affected by natural disasters.

Natural disasters such as hurricanes, flooding, tornadoes, wildfires, blizzards, and ice storms, as well as accidents, acts of terror, pandemics, and other factors beyond our control could adversely affect our operations. The effects of natural disasters and other events could damage our facilities and equipment and force a temporary halt to manufacturing and other operations, and such events could consequently cause severe damage to our business. We maintain insurance against these sorts of events; however, this is not guaranteed to cover all the losses and damages incurred. Furthermore, we may experience increases in our insurance premium costs in relation to these matters that may have a material adverse effect upon our business, liquidity, financial condition or results of operations.

The effects of climate change and legal, regulatory or market measures associated with climate change could adversely affect our business.

The effects of climate change, including extreme weather conditions and natural disasters, create financial risks to our business. The effects of climate change could disrupt our operations by, among other direct and indirect impacts, damaging our facilities, reducing workforce availability, impacting the availability and cost of materials, and increasing insurance and other operating costs. The effects of climate change also may impact our decisions to construct new facilities or maintain existing facilities in the areas most prone to physical risks, which could similarly increase our operating and material costs. We could also face indirect financial risks, including interruptions in our supply chain and adverse impacts on the operations and financial conditions of our customers, which could result in higher prices for our products and otherwise adversely impact our business.

In addition, risks associated with climate change are subject to increasing societal, regulatory and political focus globally. Increased public concern regarding climate change has resulted in, and could continue to result in new or expanded legal and regulatory requirements designed to mitigate the effects of climate change or address other sustainability topics, including to curtail the use of high global warming potential refrigerants (which are essential to many of our products). These requirements continue to evolve, and jurisdictions in which we operate may adopt additional laws and regulations on such topics or may continue to change their enforcement of existing laws and regulations. While we are committed to operating in compliance with applicable law and regulations, such developments could result in increased compliance risks and costs for us, our suppliers and our customers, and could adversely impact our operations and operating results. In some instances, these requirements may render our existing technology, particularly some of our dehumidification products, non-compliant or obsolete. There can be no assurance that our efforts to continue to develop compliant technology will be successful. The introduction of new products and technologies involves risks, and we may not realize the degree or timing of benefits initially anticipated, that our products will be accepted by the market, that proposed regulations or deregulation will not have an adverse effect on our competitive position, or that economic returns will reflect our investments in new product development.

As international, regional and/or national requirements associated with climate change regulations continue to evolve, they may create inconsistent or conflicting obligations that increase economic and regulatory uncertainty for us, our suppliers and customers. There is also regulatory and budgetary uncertainty associated with government incentives, which, if discontinued, could adversely impact the demand for energy-efficient buildings and could increase costs of compliance.

Demand for our products and services is influenced by weather conditions and seasonality.

Demand for our products and services is seasonal and affected by the weather. 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. In these circumstances, the results of any quarterly period may not be indicative of expected results for a full year, and unusual weather patterns or events could positively or negatively affect our business and impact overall results of operations.

We may not have adequate insurance for potential losses and liabilities.

Our insurance may be inadequate or unavailable to protect us in the event of losses or claims or our insurance coverage may be cancelled or otherwise terminated. We face the following risks under our insurance coverage:

If our insurance is inadequate to sufficiently protect us in the event of losses or claims, our financial results and our business operations could suffer.

Risks Related to Information Technology

Our business is subject to the risks of interruptions by cybersecurity attacks.

We depend upon IT infrastructure, including network, hardware and software systems to conduct our business. Despite our implementation of network and other cybersecurity measures, our IT system and networks could be disrupted due to technological problems, a cybersecurity attack, acts of terrorism, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of IT assets, human error, or other reasons. While we have experienced cybersecurity incidents, including a potential ransomware attack that did not materialize and unauthorized access to a contractor’s user account that resulted in intermittent disruption to the Big Ass Fans system for approximately seven days, to date these incidents have not had a material impact on our business or operations. However, due to the ever-evolving attack methods, as well as the increased amount and level of sophistication of these attacks, our security measures may not be adequate to protect against highly targeted or sophisticated cybersecurity attacks, or other improper disclosures of confidential or sensitive information. Additionally, we may have access to confidential or other sensitive information of our customers, which, despite our efforts to protect, may be vulnerable to security breaches, theft, or other improper disclosure. Any cybersecurity attack or other improper disclosure of confidential or sensitive information could have a material adverse effect on our business, as well as other negative consequences, including significant damage to our reputation, litigation, regulatory actions, and increased cost. Such operational disruptions, misappropriation or inappropriate disclosure of information could result in lost or reduced revenues, negative publicity, loss of customers or contracts, or business delays that could have a material adverse effect on our business, financial position, and results of operations.

In addition, laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including the European Union General Data Protection Regulation, the California Consumer Privacy Act, the California Privacy Rights Act, state biometric laws, and other emerging U.S. state-level privacy laws pose increasingly complex compliance challenges and could potentially elevate our compliance costs. Any failure to comply with these laws and regulations, or an exposure or exfiltration of information covered by such laws and regulations, including, without limitation, in connection with a cybersecurity incident, could have a negative impact on our reputation or result in significant penalties and legal liability. Increased costs in this area could adversely impact our financial condition, results of operations, and cash flow.

If we are unable to successfully implement enterprise resource planning (“ERP”) systems, our operations could be adversely impacted.

We are in the process of implementing ERP systems in several sites across our business units to enhance our financial, operational and compliance processes. ERP implementations are complex and require significant time, resources, and change management. If the implementations are delayed, not properly executed, or fail to meet our business requirements, we could experience disruptions in our operations, including our ability to timely and accurately process transactions, maintain effective internal controls over financial reporting, and produce financial statements. A failed or delayed ERP could result in a material weakness in our internal control environment, increased audit costs, delayed SEC filings, and reputational harm. Additionally, any such issues could adversely affect our ability to meet regulatory requirements and could lead to restatements of previously issued financial information. These risks may materially and adversely impact our financial condition, results of operations, and stock price.

Risks Related to Intellectual Property

If we are unable to protect our current and future intellectual property rights, or we infringe on, misappropriate or otherwise violate the intellectual property rights of others, our ability to maintain competitiveness and profitability could be negatively impacted.

Our ability to compete effectively depends, in part, upon our ability to protect and preserve our intellectual property rights, including our patents, trademarks, copyrights, and trade secrets, including customer lists. The use of our intellectual property rights or similar intellectual property rights by others could adversely impact our ability to compete, cause us to lose sales or otherwise harm our business. Any proceedings that we pursue to protect our intellectual property rights could be burdensome and costly, and we may not prevail. Additionally, third parties from whom we license certain intellectual property rights may also be unable to adequately protect or defend the intellectual property rights covering our products, or our agreements with such third parties may be terminated by them or we may not be able to obtain or renew our licenses from such third parties, and we therefore may no longer have access to such intellectual property rights.

In addition, we rely on invention assignment agreements with our employees, contractors, and other third parties involved in the development of intellectual property on our behalf, which require such individuals to assign such intellectual property to us. While we have undertaken reasonable efforts to ensure such agreements are enforceable and that employees, contractors, and other third parties comply with their obligations thereunder, these agreements may not always be comprehensive, effective, or self-executing. As a result, we may be unable to establish, maintain, or enforce our ownership of certain intellectual property developed by these parties, which could expose us to disputes regarding ownership or restrict our ability to use or commercialize such intellectual property.

We rely on the intellectual property laws of the countries in which we operate to protect our investment in research and development, manufacturing and marketing, and our future results could be impacted by our ability to successfully develop and protect new technologies, processes and products. The laws of some countries may not protect our intellectual property rights to the same extent as the laws of the United States. Failure of foreign countries to have laws to protect our intellectual property rights or an inability to effectively enforce such rights in foreign countries could result in the loss of valuable proprietary information, which could have an adverse effect on our business and results of operations. In addition, any patent applications we submit may not result in an issued patent. Even if foreign patents are granted, effective enforcement in foreign countries may not be available.

Also, we cannot be certain that the products that we sell do not and will not infringe issued patents or other intellectual property rights of others, and we could also face competition in some countries where we have not invested in an intellectual property portfolio, or where intellectual property rights are more difficult to obtain and/or assert. In addition, our intellectual property rights may be challenged, invalidated, circumvented or rendered unenforceable. Further, we have been and could be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement, misappropriation or other violation of the trademarks, patents, copyrights, trade secrets and other intellectual property rights of third parties by us or our customers in connection with their use of the products that we distribute. Should we be found liable for infringement, misappropriation or other violation of intellectual property rights, we (or our suppliers) may be required to enter into licensing agreements (if available on acceptable terms or at all) or pay damages and cease making or selling certain products. Moreover, we may need to redesign or sell different products to avoid future liability with respect to infringement, misappropriation or other violation of intellectual property rights. For additional information, see “—Protecting and defending against intellectual property claims may have a material adverse effect on our business.”

In addition, our competitors and others could also attempt to capitalize on our brand recognition by using trademarks, domain names or business names similar to ours. In the event that we choose to make changes in our branding in the future, we cannot guarantee that any trademark applications filed by us will be approved or that third parties will not oppose such trademark applications. Rebranding could result in loss of brand recognition and require us to devote resources to advertising and marketing new brands. Any of the foregoing could cause us to incur significant costs, prevent us from selling our products or negatively impact our ability to compete.

Protecting and defending against intellectual property claims may have a material adverse effect on our business.

Our success depends in part upon the successful prosecution, maintenance, enforcement, and protection of our owned and licensed intellectual property. To protect our intellectual property rights, we may be required to expend significant resources to monitor and protect these rights. Our issued patents, trademarks and copyrights and any pending or future patent, trademark and copyright applications that may result in issuances or registrations may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. The patent prosecution process is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output in time to

obtain patent protection. Failure to timely seek patent protection on products or technologies generally precludes us from seeking future patent protection on these products or technologies. Even if we do timely seek patent protection, the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted after issuance. As a result, we may not be able to protect our proprietary rights adequately in the United States or abroad.

Litigation may be necessary in the future to enforce or defend our intellectual property rights and to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States or other countries. We have been, and in the future may be, a party to claims and litigation as a result of alleged infringement by third parties of our intellectual property. Even when we sue other parties for such infringement, that suit may have adverse consequences for our business. Such litigation could be costly, time consuming and distracting to management, could result in the impairment or loss of our intellectual property rights, and could adversely affect our business, results of operations and financial condition, and legal fees related to such litigation will increase our operating expenses and may reduce our net income. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, or alleging that we infringe their intellectual property rights. Furthermore, any litigation initiated by us could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based, which would seriously harm our business.

In addition, our use of AI tools in connection with product design, development, or other internal processes may expose us to additional risks relating to intellectual property ownership or infringement, data privacy, and cybersecurity. For example, inputs or outputs generated by AI systems may include content for which ownership is uncertain or that infringes, misappropriates, or otherwise violates third party intellectual property rights. Additionally, the development of generative AI technologies is complex, and there are technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability. The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios. Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of the generated content. Any such issues could result in claims against us, require us to obtain additional rights from third parties, or necessitate changes to our use of AI, any of which could increase costs, delay product development, or adversely affect our business.

Our inability to adequately protect our intellectual property rights or proprietary technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business and could result in our competitors offering similar products or services, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, as well as have a negative effect on our business, financial condition and results of operations. The outcome of any intellectual property litigation is difficult to predict and may result in significant damage awards or settlement costs. We may also be required to undertake workarounds or substantial reengineering of our products or services, stop using certain technologies, stop offering certain products or services or enter into royalty or licensing agreements, which may include terms that are not favorable to us. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition and results of operations.

In addition, we have and may in the future face allegations that we are infringing, misappropriating, or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Regardless of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on our business, financial condition and results of operations. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and negatively impact our business, financial condition, results of operations and reputation. We may be required to pay substantial damages, royalties, or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or licensing our intellectual property, or from operating under our brand, or we may agree and in the past have agreed to settlements that prevent us from using, selling, or licensing certain of our technology or products, which could adversely affect our business, results of operations, and financial condition.

Moreover, as part of any settlement or other compromise to avoid complex, protracted litigation, we have previously agreed and may in the future agree not to pursue future claims against a third party, which may bind our owners and shareholders, including for claims related to alleged infringement of our intellectual property rights. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during any litigation regarding the enforcement of intellectual property rights, which may diminish the value of our brand and other intangible assets and allow competitors to more effectively mimic our products and solutions.

If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position could be harmed.

We rely upon unpatented proprietary information and other trade secrets to protect intellectual property that may not be registrable, or that we believe is best protected by means that do not require public disclosure. While it is our policy to enter into confidentiality agreements with employees and third parties to protect our proprietary expertise and other trade secrets, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information or trade secrets and, even if entered into, these agreements may otherwise fail to effectively prevent disclosure of proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. In addition, these agreements may be breached and such parties may disclose our proprietary information, including our trade secrets, or such information may be improperly obtained by other means (such as a breach of our IT security systems or direct theft), and we may not be able to obtain adequate remedies for such breaches. Any unauthorized disclosure of any of our material know-how or trade secrets could adversely affect our business and results of operations.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Trade secrets and know-how can be difficult to protect as trade secrets and know-how will, over time, be disseminated within the industry through the movement of personnel skilled in the art from company to company. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive position could be materially and adversely harmed.

Risks Related to Litigation and Regulation

Our businesses are subject to varying domestic and foreign laws and regulations that may restrict or adversely impact our ability to conduct our business.

Our businesses are subject to varying domestic and foreign laws and regulations that may restrict or adversely impact our ability to conduct our business. These include securities, environmental, health, safety, tax, tariffs, competition and anti-trust, trade controls, data security, anti-corruption, anti-money laundering, employment and privacy laws and regulations. These laws and regulations change from time to time and thus may result in increased costs to us related to our compliance therewith. From time-to-time regulators review our compliance with applicable laws. Due to the international scope of our operations, the system of laws and regulations to which we are subject is complex and includes regulations issued by the U.S. Customs and Border Protection, the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Treasury Department’s Office of Foreign Assets Control and various non-U.S. governmental agencies, including applicable export controls, anti-trust, customs, currency exchange control and transfer pricing regulations, laws regulating the foreign ownership of assets, and laws governing certain materials that may be in our products. In addition, because we have a presence in China, we have exposure and risks associated with the Uyghur Forced Labor Prevention Act (“UFLPA”) and other global laws against forced labor. The UFLPA prohibits the importation of any goods grown, produced, manufactured, or mined, wholly or in part, in the Xinjiang Uyghur Autonomous Region of China unless importers can provide clear and convincing evidence that goods were not made using forced labor. Forced labor concerns have rapidly become a global area of interest and is a topic that will likely be subject to new regulations in the markets we operate within. If we fail to comply with these laws and regulations, we may be subject to detention, seizure and exclusion of imports, as well as penalties, costs and restrictions on export and import privileges that could have an adverse effect on our business, financial condition and results of operations. No assurances can be made that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. Failure to comply with all laws and regulations applicable to our business and potential resulting enforcement actions, fines and private litigation claims and damages, which could be material, may occur, notwithstanding our belief that we have in place appropriate risk management and compliance programs to mitigate these risks.

We are subject to risks arising from doing business with the U.S. government.

As a supplier to the U.S. government, we are subject to certain heightened risks, such as those associated with the government’s rights to audit and conduct investigations and to terminate contracts for convenience or default. In light of the current U.S. government contracting environment, we may be the subject of U.S. government investigations relating to our U.S. government contracts. Such investigations often take years to complete and could result in administrative, civil or criminal liabilities, including repayments, fines, treble and other damages, forfeitures, restitution or penalties, or could lead to suspension or debarment of U.S. government contracting or of export privileges. For instance, if a business unit were charged with wrongdoing in connection with a U.S. government investigation (including fraud or violation of certain environmental or export laws), the U.S. government could suspend us from bidding on or receiving awards of new U.S. government contracts or subcontracts. If convicted or found liable, the U.S. government could fine and debar us from receiving new awards for a period generally not to exceed three years and could void any contracts found

to be tainted by fraud. We also could suffer reputational harm if allegations of impropriety were made against us, even if such allegations are later determined to be unsubstantiated. There is also uncertainty in the current U.S. government contracting environment as to the extent of funding that may be available for future projects.

Warranty claims, product liability claims and product recalls could harm our business, results of operations and financial condition.

We face the inherent business risk of exposure to warranty and product liability claims in the event that our products fail to perform as expected or such failure results, or is alleged to result, in bodily injury or property damage (or both). If any of our designed products are defective or are alleged to be defective, we may be required to participate in a recall campaign. For example, in June 2023, AprilAire initiated a voluntary recall of approximately 36,000 steam humidifiers manufactured between 2010 and 2015. We have incurred and may continue to incur costs associated with this recall, including customer remediation, warranty and property-damage claims and related administrative expenses. In addition, we could be subject to potential civil penalties under the Consumer Product Safety Act. The costs of this or any future recalls, including claims not covered by insurance or reserves and any penalties, could be material to our business, results of operations and financial condition.

In addition, our warranty accruals are based on our assumptions and we do not have a long history of making such assumptions. As a result, these assumptions could prove to be materially different from the actual performance of our solutions, causing us to incur substantial unanticipated expense to repair or replace defective products in the future or to compensate customers for defective products. Although unlikely, a successful product liability claim against us in excess of our available insurance coverage or a successful warranty claim in excess of established reserves or a requirement that we participate in a product recall campaign could each have materially adverse effects on our business, results of operations and financial condition.

In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of the conduct of our business. Litigation can result in substantial costs and can divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, results of operations or financial condition.

Furthermore, as required by GAAP, we establish reserves based on our assessment of contingencies, including contingencies related to legal claims asserted against us. Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments in excess of our reserves, which could have an adverse effect on our results of operations.

We are subject to claims, lawsuits, and other litigation that could have an adverse effect on our results of operations.

In addition to product liability and warranty claims as described above, we are involved in various other claims and lawsuits incidental to our business, including those involving intellectual property infringement, labor relations, and environmental matters, some of which claim significant damages. Estimates related to our claims and lawsuits involve numerous uncertainties. Given the inherent uncertainty of litigation and estimates, we cannot be certain that existing claims or litigation or any future adverse legal developments will not have a material adverse impact on our financial condition.

Our operations and products are subject to environmental, health and safety laws and regulations, and violations have adversely affected and could continue to adversely affect our operating results.

Our operations and products are subject to environmental laws and regulations that impose limitations on the discharge of pollutants into the environment and establish standards for the use, generation, treatment, storage and disposal of hazardous and non-hazardous wastes. We must also comply with various health and safety regulations in the United States and other jurisdictions in which we do business. We cannot provide assurance that our environmental, health and safety compliance program has been, or will at all times be, effective. Failure to comply with any of these laws could result in civil and criminal, monetary and non-monetary penalties and damage to our reputation. In addition, we cannot provide assurance that our costs of complying with current or future environmental protection and health and safety laws will not exceed our estimates or adversely affect our results of operations.

We have incurred and may continue to incur costs related to remedial efforts of alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. We may also become subject to additional remedial or compliance costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations and changes in accounting rules. We cannot make assurance that our liabilities arising from past or future releases of, or exposures to, hazardous substances will

not exceed our estimates or adversely affect our consolidated financial statements and reputation or that we will not be subject to additional claims for cleanup in the future based on our past, present or future business activities.

Changes in government regulations, trade policies and tariffs may materially and adversely affect our sales and results of operations.

There is significant uncertainty about the future relationship between the United States and China, Mexico, Canada, and various other trade partners with respect to trade policies, treaties, government regulations and tariffs. The U.S. government has imposed and may in the future impose additional tariffs on the importation of various products and raw materials that we use to produce our finished goods from various foreign countries, including China, Canada and Mexico. These foreign countries could impose unilateral or retaliatory tariffs on our products exported to those or other countries. These restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from such measures. We currently have a presence in China, Canada and Mexico, and any increased or additional tariffs may have a negative impact on our results of operations. For the year ended December 31, 2025, we incurred additional expenses and increased our historical cost of goods sold by $51.3 million as a result of tariffs, which equates to 2.5% of our total cost of goods sold.

A further escalation of tariffs on our foreign-sourced supplies and/or the imposition of tariffs on our finished goods exported to the United States could adversely impact our operating costs or demand for our products. Changes in trade policies and regulations may make importing products and raw materials from China, Mexico, Canada and other countries more difficult.

We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Furthermore, we cannot predict the extent of the impact of trade relations or tariffs on our cost of goods or our ability to market our products. The institution of trade tariffs both globally and between the United States and China, Canada and Mexico specifically carries the risk of negatively impacting the overall economic condition of these countries, which could have negative repercussions for our business. While we may attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also consider increasing prices to the end customer; however, this could reduce the competitiveness of our products and adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act and similar anti-bribery laws around the world.

The FCPA, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Currently, we are observing governmental changes with respect to enforcement of the FCPA. Recent years, however, have seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both U.S. and non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that are recognized as having governmental and commercial corruption and local customs and practices that can be inconsistent with anti-bribery laws. We cannot assure you that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees or third-party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, or if we are subject to allegations of any such violations, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. In addition, we could be subject to commercial impacts such as lost revenue from customers who decline to do business with us as a result of such compliance matters, or we could be subject to lawsuits brought by private litigants, each of which could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

Risks Related to Being a Public Company

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

As a public company, we will incur incremental legal, governance, accounting and other expenses. We will become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our solutions and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition and results of operations.

The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition and results of operations.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating significant uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from sales-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, which could have a material adverse effect on our business, financial condition and results of operations.

We have identified material weaknesses in our internal control over financial reporting, and if we are unable to remediate the material weaknesses, or if we fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and/or the value of our Class A common stock

As a private company, we designed our management processes and related internal controls to meet the requirements of our private owners and were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act. As we prepare to be effective as a SEC registrant, we are investing in our internal controls, specifically regarding the effective design and operation of internal control over financial reporting and the evaluation and management certification thereof in accordance with Sarbanes Oxley rules. In conjunction with the preparation of our consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We did not design and maintain effective controls in response to the risks of material misstatement as we did not design and maintain adequate formal internal controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls related to segregation of duties and the preparation and review of journal entries.

Additionally, we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) program change management controls to ensure that IT program and data changes are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.

The material weaknesses described above resulted in an error in the balance sheet classification of redeemable non-controlling interests which resulted in an adjustment to our balance sheet as of December 31, 2025 and the restatement of our consolidated financial statements for the years ended December 31, 2024 and 2023. Additionally, each of the material weaknesses described above could result in misstatements of our account balances and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We intend to remediate the material weaknesses through the development and implementation of processes and controls, both holistically and transactionally. We have added personnel and engaged an external advisor to assist with evaluating and documenting the design and operating effectiveness of our internal controls and assist with the remediation of deficiencies, including the implementation and expected implementation of new control procedures. This implementation includes training and awareness of control operation requirements for employees.

While new controls are being designed and implemented, they have not operated for a sufficient period to demonstrate their effectiveness. Accordingly, if we are unable to remedy these or any future material weakness, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be effective, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation and testing and any required remediation prior to becoming a public company or in a timely manner thereafter. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second Annual Report on Form 10-K. This assessment will need to include disclosure of the material weaknesses identified in our internal control over financial reporting. We will also be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the filing of our second Annual Report on Form 10-K required to be filed with the SEC. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Additionally, the existence of the material weaknesses in internal control over financial reporting we identified may require management to devote significant time and incur significant expense to remediate the material weaknesses and management may not be able to remediate the material weaknesses in a timely manner. The existence of the material weaknesses in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements and cause us to fail to meet our reporting obligations, and may cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and the price of our Class A common stock. To comply with the requirements of being a public company, we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff which may adversely affect our business, financial position and results of operations.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

Risks Related to Taxes

Changes in tax law, changes in our effective tax rate or exposure to additional income tax liabilities could affect our profitability and financial condition.

The taxing jurisdictions we are subject to or operate under may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position and results of operations. We carry out our business operations through entities in the United States and multiple foreign jurisdictions. As such, we are required to file corporate income tax returns that are subject to U.S. federal, state and foreign tax laws. Our U.S. federal, state and foreign tax liabilities are determined, in part, by the amount of operating profit generated in these different taxing jurisdictions. Our effective tax rate, earnings and operating cash flows could be adversely affected by changes in the mix of operating profits generated in countries with higher statutory tax rates as well as by the positioning of our cash balances globally. Similarly, if statutory tax rates or tax bases were to increase or if changes in tax laws, regulations or interpretations were made that impact us directly, our effective tax rate, earnings and operating cash flows could be adversely impacted. We are also required to evaluate the realizability of our deferred tax

assets. This evaluation requires that our management assess the positive and negative evidence regarding sources of future taxable income. If management’s assessment regarding the realizability of our deferred tax assets changes, we will be required to increase our valuation allowance, which will negatively impact our effective tax rate and earnings. We are also subject to routine corporate income tax audits in multiple jurisdictions. Our provision for income taxes includes amounts intended to satisfy income tax assessments that may result from the examination of our corporate tax returns that have been filed in these jurisdictions. The amounts ultimately paid upon resolution of these examinations could be materially different from the amounts included in the provision for income taxes and result in additional tax expense and operating cash outflows.

We may be adversely impacted by risks related to uncertain tax positions and are subject to tax related audits which could result in unfavorable outcomes and negatively impact our profitability.

We are subject to income taxes in the United States and various foreign jurisdictions. Our tax filings are based on our interpretation of complex tax laws and regulations, and we may take positions that are subject to significant judgment and uncertainty. Under Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), now codified in Accounting Standards Codification (“ASC”) 740-10, we are required to evaluate and disclose uncertain tax positions that may not be sustained upon examination by taxing authorities.

If our tax positions are challenged, we may be required to pay additional taxes, penalties, or interest, which could materially impact our financial condition and results of operations. Additionally, changes in tax laws, regulations, or interpretations, or adverse outcomes in tax audits or litigation, could result in the recognition of previously unrecognized tax benefits or the reversal of deferred tax assets.

The resolution of uncertain tax positions may also affect the timing and accuracy of our financial reporting and disclosures, and could lead to restatements or increased scrutiny from regulators and investors.

If the Organizational Transactions and related transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then Madison Industries International, an affiliate of Holdings, and the Company could be subject to significant tax liabilities.

The Organizational Transactions and related transactions, and the adherence by Madison Industries International and us to the terms of the Tax Matters Agreement, are intended for the Organizational Transactions and related transactions to qualify for non-recognition of gain or loss to Madison Industries International and its equity holders pursuant to Section 355 of the Code. However, no ruling from the IRS regarding these matters will be obtained and no assurance can be given that the IRS will not challenge the anticipated U.S. tax treatment or that a court would not sustain such a challenge.

If the IRS ultimately determines that the Organizational Transactions are taxable, Madison Industries International and the Company could incur significant U.S. federal income tax liabilities, and the Company could have an indemnification obligation to Madison Industries International. For a more detailed discussion, see “—We could have an indemnification obligation to Madison Industries International if the Organizational Transactions do not qualify for non-recognition treatment, which could materially adversely affect our financial condition.”

We have agreed in the Tax Matters Agreement to indemnify Madison Industries International for any taxes (and any related costs and other damages) resulting from the Organizational Transactions, to the extent such amounts were to result from (i) an acquisition after the distribution of all or a portion of our equity securities, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (ii) other actions or failures to act by us or (iii) any of the representations or undertakings contained in any of the separation-related agreements being incorrect or violated. Any such indemnity obligations could be material and could materially affect our business and financial statements. See “Certain Relationships and Related Party Transactions—Separation Agreement and Tax Matters Agreement.”

We could have an indemnification obligation to Madison Industries International if the Organizational Transactions do not qualify for non-recognition treatment, which could materially adversely affect our financial condition.

Generally, taxes resulting from the failure of the Organizational Transactions to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on Madison Industries International or Madison Industries International’s equity holders. However, under the Tax Matters Agreement, we could be required, under certain circumstances, to indemnify Madison Industries International and its affiliates against all tax-related liabilities caused by those failures, to the extent those liabilities result from an action we or our affiliates take or from any breach of our or our affiliates’ representations, covenants or obligations under the Tax Matters Agreement or any other agreement we enter into in connection with the Organizational Transactions. Events triggering an indemnification obligation under the Tax Matters Agreement include events occurring after the Organizational Transactions that cause

Madison Industries International to recognize a gain under Section 355 of the Code. See “Certain Relationships and Related Party Transactions—Separation Agreement and Tax Matters Agreement.”

The services that Madison Industries International provides to us may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business.

Pursuant to the Transition Services Agreement, Madison Industries International will agree to continue to provide us with certain services that were historically provided by Holdings, including tax compliance and reporting services and other miscellaneous services as may be requested, for a transitional period in exchange for the fees specified in the Transition Services Agreement between us and Madison Industries International. If we no longer receive these services from Madison Industries International due to the termination of the Transition Services Agreement or otherwise, we may not be able to find appropriate third-party arrangements at a reasonable cost (and any such costs may be higher than those charged by Madison Industries International). See the section entitled “Certain Relationships and Related Party Transactions—Management Advisory and Consulting Services and Transition Services Agreement.”

Risks Relating to Our Indebtedness

Our substantial indebtedness could materially adversely affect our financial condition.

We have a substantial amount of indebtedness, which requires significant interest and principal payments. For the fiscal years ended December 31, 2025, 2024 and 2023 (without giving Pro Forma effect to the AprilAire Acquisition), our cash outflows to service our indebtedness were an aggregate of $549.2 million, $318.9 million and $279.1 million, respectively. For the year ended December 31, 2025, the $549.2 million of cash outflows to service our indebtedness included $200.0 million of voluntary prepayments on the incremental term loan facility (the “Incremental Term Loan Facility”). Of our cash outflows to service our indebtedness (without giving Pro Forma effect to the AprilAire Acquisition), $224.4 million, $26.0 million and $26.9 million, respectively, related to the payment of principal, and $324.8 million, $292.9 million and $252.2 million, respectively, related to the payment of interest, with respect to the fiscal years ended December 31, 2025, 2024 and 2023. Our cash flows from operating activities from continuing operations (without giving Pro Forma effect to the AprilAire Acquisition), inclusive of the interest payments described above, amounted to $480.0 million, $220.4 million and $237.5 million for the fiscal years ended December 31, 2025, 2024 and 2023, respectively. Cash payments to service our debt (without giving Pro Forma effect to the AprilAire Acquisition) represented approximately 68%, 62% and 57% of our cash flows from operations (before giving effect to the interest payments) for the fiscal years ended December 31, 2025, 2024 and 2023, respectively. After giving effect to this offering and the use of proceeds therefrom and the use of proceeds from the concurrent private placement, each described elsewhere in this prospectus, we expect our annual cash debt service requirements to be an aggregate of approximately $203.9 million, all of which will relate to interest payments, assuming no further borrowings and no changes in interest rates. Additionally, on March 20, 2026, we entered into the Sixth Amendment, which provides for the 2026 Incremental Revolving Facility. The effectiveness of the Sixth Amendment is subject to consummation of this offering and other conditions. See the section entitled “Recent Developments.”

As of December 31, 2025, we had $3,977.7 million total principal outstanding under the Credit Agreement, including (i) $2,432.1 million under the initial term loan facility (the “Term Loan Facility”) and (ii) $1,545.6 million under the Incremental Term Loan Facility. In addition, as of December 31, 2025 we had $12.9 million of letters of credit outstanding, $700.0 million aggregate principal amount of 4.125% Senior Secured Notes due 2028 (the “Secured Notes”), issued pursuant to the Indenture dated as of June 21, 2021, by and among Madison IAQ and U.S. Bank National Association as trustee and collateral trustee (the “Secured Notes Indenture”), and $1,035.0 million aggregate principal amount of 5.875% Senior Notes due 2029 (the “Unsecured Notes,” together with the Secured Notes, the “Notes”), issued pursuant to the Indenture dated as of June 21, 2021, by and among Madison IAQ and U.S. Bank National Association, as trustee (the “Unsecured Notes Indenture,” together with the Secured Notes Indenture, the “Indentures”), outstanding. As of December 31, 2025, we had $334.3 million of borrowing capacity under our revolving credit facility (the “Revolving Credit Facility”). The lenders under the Credit Agreement and holders of the Secured Notes hold a security interest in substantially all of our and our domestic subsidiaries’ assets. Our indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position. If we cannot generate sufficient cash flow from operations to service our existing or future debt, we may need to refinance our debt, dispose of assets, or issue equity to obtain necessary funds. We do not know whether we will be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.

Our existing and future indebtedness, the cash flow needed to satisfy our debt and the covenants contained in our Credit Agreement, and the financing documentation governing any of our future indebtedness, could have important consequences, including: