Slides
Page 1
1 3Q 2026 EARNINGS PRESENTATION See Air Differently November 5, 20263Q 2026 Earnings Presentation
Page 2
2 3Q 2026 EARNINGS PRESENTATION Disclaimer Forward-looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involves substantial risks and uncertainties. Forward-looking statements are subject to risks and uncertainties. All statements other than statements of historical fact are forward- looking statements. Forward-looking statements give our current expectations and projections relating to our guidance, financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “positions,” “likely,” “target,” “goal,” “strategy” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our future results of operations, estimated and projected costs, expenditures, cash flows, margin expansion, growth rates and financial results or our plans and objectives for future operations, growth opportunities, initiatives or strategies, or creation of long-term value are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: our estimates of the size of the markets we serve, including our total addressable market and the runway for growth in those markets, prove to be inaccurate; an inability to reduce or effectively manage our significant indebtedness and interest expense; a failure to develop and maintain effective internal control over financial reporting, including a failure to design and implement sufficient controls to remediate our material weaknesses; the markets into which we sell our products and services decline, do not grow as expected, experience cyclicality or shift towards products or services outside of our portfolio; changes in the general economy, the housing market or other business conditions; difficulties executing, integrating or realizing expected benefits from acquisitions, dispositions or joint ventures, including with respect to the ebm-papst acquisition, or exposure to unexpected liabilities from such transactions; uncertainties as to the timing of the ebm-papst acquisition and the risk that the ebm-papst acquisition may not be completed in a timely manner or at all, including as a result of a failure to obtain required merger control clearances, foreign investment control clearances and European Commission clearance under the EU Foreign Subsidies Regulation, or the imposition of conditions or remedies in connection with such clearances; the occurrence of any event, change or other circumstance that could give rise to the termination of the Sale and Purchase Agreement governing the ebm-papst acquisition, including circumstances requiring us to pay a break fee thereunder; the effect of the announcement or pendency of the ebm-papst acquisition on our business relationships, operating results and business generally, including the disruption of our current business plans and operations, the diversion of management’s attention and our ability to retain and hire key personnel; unexpected costs, charges or expenses resulting from the ebm-papst acquisition and potential litigation relating to the ebm-papst acquisition; our ability to successfully integrate ebm-papst and realize the anticipated benefits of the ebm-papst acquisition, including estimated costs, operational, tax and commercial synergies and the effects of the ebm-papst acquisition on our earnings and financial condition; the restrictions imposed on our ability to conduct primary follow-on equity offerings during the two-year period following the organizational transactions and associated limitations on our ability to raise equity capital to fund growth initiatives, acquisitions or other strategic opportunities; increasing competitive pressures in our industry and the markets in which we operate; difficulties implementing our 80/20 operating model or other strategies intended to improve organic growth, including our AI initiatives; an inability to demonstrate or communicate the benefits of our Return on Air value proposition; the loss of key customers; delays, failures or other challenges in developing and commercializing new versions of our products or new features and accessories; unsuccessful efforts to expand into adjacent markets; supplier shortages, rising raw material costs or disruptions in our distribution network; disruption of our operations in our manufacturing facilities, wholesale locations or key customer operations, including as a result of tariffs or other trade policies; changes in government regulations, trade policies and tariffs; and other factors disclosed in our filings with the Securities and Exchange Commission. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this presentation are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. Non-GAAP Measures This presentation (i) uses terms which are not generally used in presentations made in accordance with GAAP, (ii) contains non-GAAP measures, including Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow (“FCF”), FCF Conversion, FCF Margin, Net Leverage, and Adjusted Net Leverage (iii) uses terms which are not measures of financial condition or profitability and (iv) contains terms which are unlikely to be comparable to similar measures used by other companies in our industry. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Non-GAAP measures have limitations as an analytical tool, and you should not consider these measures either in isolation or as a substitute for other methods of analyzing the results as reported under GAAP. You are encouraged to exercise caution when evaluating non-GAAP measures presented herein. A reconciliation of the non- GAAP measures to the most directly comparable GAAP financial measure can be found at the end of this presentation. HGB Financial Measures The financial information relating to ebm-papst included herein has been prepared in accordance with accounting principles generally accepted in the Federal Republic of Germany as set forth in the German Commercial Code (Handelsgesetzbuch, “HGB”) and has not been prepared in accordance with GAAP. HGB differs in certain material respects from GAAP. The Company has not attempted to quantify the impact of such differences on the financial data included herein, and readers are urged to consult their own advisors regarding such differences and their potential impact on the financial information presented. Accordingly, the financial information of the Group presented herein may not be directly comparable to the financial information of the Company or its other subsidiaries prepared in accordance with GAAP, and readers should not rely on such information as though it were prepared on a comparable basis. The financial information presented herein is preliminary and unaudited and is subject to change pending the completion of purchase price accounting, accounting policy alignment and the preparation of reconciliations from HGB to GAAP required in connection with the Company's reporting obligations under the Exchange Act. The Company expects that the consolidated financial statements of the combined company will reflect significant differences from the historical financial information of ebm-papst presented herein as a result of such reconciliations, purchase price adjustments and other assumptions. Readers are cautioned not to place undue reliance on the preliminary financial information included herein. Bases of Presentation Madison Air Reported: This presentation contains financial information of Madison Air and its consolidated subsidiaries, which we refer to as “Madison Air Reported.” This basis reflects Madison Air's historical financial results as reported under generally accepted accounting principles in the United States (“GAAP”) and, unless otherwise noted, all results included in this presentation exclude Nortek Global HVAC LLC, which we completed the divestiture of on October 7, 2024, and is presented as discontinued operations in our consolidated financial information. The financial information of each business acquired by the Company, including Research Products Corporation and its flagship brand AprilAire (“AprilAire”), which was acquired on May 6, 2025, is consolidated with the Company from the date of the respective acquisition. Combined Basis: For the nine months ended September 30, 2026 and year ended December 31, 2025, respectively, certain results of operations for the Company and AprilAire are presented on a combined basis as a sum of the amounts for the Company for the nine months ended September 30, 2025 and for the year ended December 31, 2025, respectively, and the amounts of AprilAire for the nine months ended September 30, 2025 and for the period from January 1, 2025 through May 6, 2025, as applicable, without any other adjustments. The Company refers to such presentation as “on a combined basis.” This combination does not comply with GAAP or with SEC rules for pro forma presentation. Current Portfolio Basis: Where indicated, certain financial information is based on management estimates of all of the brands that Madison Air currently owns and, where the context requires, gives effect to all acquisition and disposition activity as if such brands had been owned for all periods presented. This presentation is used to illustrate the underlying performance trends of the business portfolio as currently constituted and does not comply with GAAP or with SEC rules for pro forma presentation. Pro Forma Basis: Where indicated, certain financial information is presented on a “Pro Forma” basis to give effect to, where applicable, the acquisition of AprilAire as if such transaction had occurred on January 1, 2025. The Pro Forma financial information has been derived from the application of pro forma adjustments to the Company's historical consolidated financial statements in accordance with Article 11 under Regulation S-X, as if the acquisition of AprilAire occurred on January 1, 2025. The Pro Forma financial information does not account for the acquisition of AcoustiFLO in January 2025. In addition, due to the Company's adoption of new accounting standards and the SEC's requirement to present financial statements consistent with public entity accounting principles, certain financial information presented herein may differ from financial information previously reported by the Company under private company accounting standards and principles. Note: Certain calculations within this presentation may not foot due to rounding.
Page 3
3 3Q 2026 EARNINGS PRESENTATION Agenda 1 Company Highlights 2 Financial Results 3 Summary
Page 4
4 3Q 2026 EARNINGS PRESENTATION 1 Company Highlights 3Q 2026
Page 5
5 3Q 2026 EARNINGS PRESENTATION We are Madison Air Making the world safer, healthier and more productive through the power of better air Differentiated by Return on Air® Tangible value created when air becomes a strategic asset and the direct impact our solutions have on customer outcomes by optimizing air in high-value environments Leadership in growth markets Well-positioned to scale in high-growth, performance- driven markets Powered by unique value creation model To deliver sustainable, profitable growth and strong cash flow generation 5 3Q 2026 EARNINGS PRESENTATION
Page 6
6 3Q 2026 EARNINGS PRESENTATION Balanced business, resilient revenue $3.95B LTM Net Sales1 26.2% LTM Adj. EBITDA Margin1 $428M LTM Free Cash Flow1 <2% CapEx as % of Net Sales1 9,000+ Employees2 ~600 R&D Employees2 67% 33% Commercial Residential 50% 40% 10% Replacement & Upgrade New Build Services & Aftermarket 95% 5% Demand for Our Product Portfolio North America Other Diversified Resilient Domestic 3Q 2026 EARNINGS PRESENTATION We See Air Differently —and we’re redefining itsvalue. Our portfolio of trusted air-quality brands deliver highly engineered, mission-critical solutions and long-term value through our Return on Air® advantage. 1 Financial information presented on an actual, reported basis as of September 30, 2026. 2 As of September 30, 2026. Madison Air LTM results
Page 7
7 3Q 2026 EARNINGS PRESENTATION Building an industry leader in Return on Air® COMMERCIAL RESIDENTIAL TECHNOLOGY PLATFORMS END MARKETS Purification SEGMENTS LTM 3Q’26: $2.7B NET SALES1 LTM 3Q’26: $1.3B NET SALES1 Dehumidification Air handling Air, liquid and hybrid cooling Energy efficiency enablers Air movement and heat Humidity control and dedicated outdoor air systems (DOAS) Humidification Healthcare | Data centers | Manufacturing | Logistics Cleanrooms | Life sciences | Education Single and multi-family residential housing Ventilation Sensors and digital controls 1 Financial information presented on an actual, reported basis as of September 30, 2026.
Page 8
8 3Q 2026 EARNINGS PRESENTATION Innovation fuels orders and backlog growth Continued growth momentum in 3Q 2026 +26% +33% YTD1 3Q Orders Growth YoY Robust momentum $3.2B Backlog2 Strong backlog provides visibility into 2027 +25% +18% YTD3 3Q Net Sales YoY Sales momentum continues 1 Financial information is presented on a combined basis for Madison Air and AprilAire for the period indicated, calculated as if AprilAire had been owned the entire period. This combined basis presentation does not comply with GAAP or with SEC rules for pro forma presentation. 2 As of September 30, 2026. 3 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. Protecting families and their HVAC investment Up to 30% better airflow Up to 2X longer filter life Up to 92% Contaminant removal Advanced Purification. Energy Efficient. Long Filter Life.
Page 9
9 3Q 2026 EARNINGS PRESENTATION Better air drives better business outcomes The Heat Tax: Lost output and higher turnover when workers are too hot 1 Source: Big Ass Fans estimate. 2 Source: WorkStep, Extreme Heat Reaches a Boiling Point for Workers (2023). 3 Source: Gallup, The Fixable Problem Costing U.S. Businesses $1 Trillion (2019). Fewer than 20% of U.S. industrial facilities have air conditioning1 42% of frontline employees more likely to leave within 90 days, when they experience temperatures above 85ºF.2 $1 trillion estimated annual cost of voluntary employee turnover to U.S. businesses.3 OPTION 2
Page 10
10 3Q 2026 EARNINGS PRESENTATION Madison Air Strategy A scalable model for profitable growth and cash generation Targeted M&A ~$8B invested; pending close of ~$5B ebm-papst Mission-driven culture with owner’s mindset Resilient end markets with structural tailwinds Focus on Growth Markets Outperform the Markets Operational Excellence Disciplined Capital Allocation Madison Air Execution Excellence (MAXX) powered by 80/20 On track for less than 2.5x Net Leverage by year-end 2026 Diversified portfolio exposed to high-performing, fast-growing markets Outpacing market growth Channel, innovation, value pricing, aftermarket investments Unlocking growth in underpenetrated markets RETURN ON AIR® Sustainable growth strong cash flow
Page 11
11 3Q 2026 EARNINGS PRESENTATION Combination expected to accelerate our strategy and value creation DIFFERENTIATED TECHNOLOGY PARTNER OF CHOICE RETURN ON AIR REVENUE GROWTH OPPORTUNITIES VALUE CREATION POTENTIAL EXPECTED TO BE ADJ. EPS ACCRETIVE SHAREHOLDER BENEFITS ~$5.0B Purchase Price1 ~10x EBITDA multiple (’26E, incl. estimated run-rate cost synergies) +$30B ebm-papst Total Addressable Market (TAM)2 ~$70B combined ~$6.9B 2026E Combined Net Sales3 1 As previously reported in Exhibit 99.1 to the Company's Current Report on Form 8 -K filed with the SEC on August 17, 2026. 2 Management estimates. 3 Represents the mid-point of Madison Air FY’26 guidance announced in earnings presentation on November 5, 2026. Net sales guidance of $4,050 - $4,125 million. Financials for ebm-papst based on Madison Air’s management estimates for the twelve months ended December 31, 2026, for ebm-papst. Assumes an exchange rate of 1 EUR to 1.14 USD. The financial information relating to ebm-papst has been prepared in accordance with HGB and has not been prepared in accordance with GAAP. See disclaimer for additional details. CUSTOMER BENEFITS
Page 12
12 3Q 2026 EARNINGS PRESENTATION 2 Financial Results 3Q 2026
Page 13
13 3Q 2026 EARNINGS PRESENTATION 3Q 2026 highlights Strong financial performance reflecting broad-based growth Strong organic net sales growth (+22pts volume, +3pts price) Broad-based Commercial growth Residential growth driven by continued market penetration in AprilAire Incremental margins in-line with expectations Sequential improvement in free cash flow; Adjusted Net Leverage ~2.6x 3Q 2026 EARNINGS PRESENTATION $1,127M Net Sales +25% YoY $298M Adj. EBITDA1 +19% YoY 26.5% Adj. EBITDA Margin1 (153) bps YoY $199M Adj. Net Income1 $298M YTD Free Cash Flow1 135% conversion 1 For a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, see the Appendix.
Page 14
14 3Q 2026 EARNINGS PRESENTATION $554M $772M 3Q 2025 3Q 2026 $162M $200M 29.3% 26.0% 3Q 2025 3Q 2026 Commercial segment Broad-based organic growth across end-markets; Incremental margins in-line with expectations Highlights • Orders $1,052M (+37% YoY) • Broad-based growth, led by data centers; Strength continued across other markets • Margins impacted by success-based data center growth, with progress made on production ramps and price/cost management Segment Net Sales Segment Adj. EBITDA and Margin (332)bps +24%+39% Innovation and customer highlights • Expanded cleanroom leadership with solutions that improve customers’ production yield, uptime, and asset utilization • Accelerated services and aftermarket growth, capturing more value across our expanding installed base Refer to 10Q for additional information on disclosures / reconciliations.
Page 15
15 3Q 2026 EARNINGS PRESENTATION $94M $105M 27.3% 29.5% 3Q 2025 3Q 2026 Residential segment Organic growth led by AprilAire market penetration; Continued margin strength Segment Net Sales Segment Adj. EBITDA and Margin +225bps Highlights • Growth driven by continued AprilAire Healthy Air System whitespace penetration • Margin expansion from price, productivity, fixed cost leverage, and tariff refunds Channel Investment in Action • Sharpening commercial insights through AI and digital investments – protecting and growing share • Launched patented next-generation air purification technology $345M $356M 3Q 2025 3Q 2026 +12%+3% Refer to 10Q for additional information on disclosures / reconciliations.
Page 16
16 3Q 2026 EARNINGS PRESENTATION $312.4 $298.0 YTD 2025 YTD 2026 Balance sheet and cash flow Strong and flexible balance sheet supported by robust cash generation Free Cash Flow1 • Continued cash flow improvement • Working capital ~20% of LTM net sales • CAPEX 1.3% of 3Q net sales Adjusted Net Leverage1 • Adjusted Net leverage of 2.6x3 • ~0.25x sequential improvement • On track to exit the year at less than 2.5x • ~$1.8B available liquidity, excluding PIPE proceeds3 • $0.4B cash on hand • $1.4B undrawn revolver • $2.25B gross proceeds from the September 2026 PIPE (expected to be used for the ebm-papst acquisition) Free Cash Flow and Margin1 Net Leverage1 (Net Debt / Adj. EBITDA1) 1 See appendix for reconciliation of non-GAAP measures to their corresponding GAAP measures. 2 “IPO Adjusted” gives effect to Company’s IPO and the use of proceeds thereby as described in the prospectus filed pursuant to Rule 424(b)(4) with the U.S. Securities and Exchange Commission on April 17, 2026. 3 Excludes the proceeds from the private equity placement (PIPE) that closed September 1, 2026. See appendix for reconciliation. LTM FCF % of Net Sales1 11.7% 10.8% 5.9x 5.7x 2.8x 2.6x 4Q 2025 1Q 2026 2Q 2026 3Q 2026 ~3.0x IPO Adj.2 0.4x Reported Adj. Net Leverage3
Page 17
17 3Q 2026 EARNINGS PRESENTATION Growth momentum continues Note: Based on information as of November 5, 2026 and may be impacted by factors outside of the Company’s control. 1 A reconciliation of the differences between non-GAAP guidance and the corresponding GAAP measures generally is not available without unreasonable effort, because certain material reconciling items, such as deprecia tion and amortization, interest expense, and provision for income tax cannot be estimated due to factors outside of the Company's control and could have a material impact on the reported results. See appendix. 2 Based on current capital structure. Increase from the previous guidance reflects the $2.25B private equity placement (PIPE) that closed on September 1, 2026. Raising full-year guidance 4Q Visibility • LDD net sales growth expected • Demand remains healthy • Orders expected to be down YoY from the non-repeat of a large 4Q’25 order Full-Year Guidance Assumptions • Low-20s Commercial net sales growth • LSD Residential net sales growth • >100% FCF conversion of net income • Other items: • CAPEX: less than 1.5% of net sales (previously 1-2%) • Cash Interest expense (net): ~$210M (previously ~$240M) • Central cost: ~$35M (previously ~$38M) • ETR: ~27% (previously ~29%) • Diluted shares at year-end2: ~597M (previously ~507M) Prior FY 2026 Updated FY 2026 Net Sales Pro Forma YoY Growth $3,825 - $3,925M $4,050 - $4,125M Adj. EBITDA1 Pro Forma YoY Growth $1,020 - $1,065M $1,040 - $1,070M Mid-High Teens LDD-Mid Teens HSD+ HSD-LDD
Page 18
18 3Q 2026 EARNINGS PRESENTATION 3 Summary 3Q 2026
Page 19
19 3Q 2026 EARNINGS PRESENTATION Delivering on our strategy 19 3Q 2026 EARNINGS PRESENTATION 1 We Are Madison Air Making the world safer, healthier, and more productive through the power of better air 2 Delivered strong results in 3Q 2026 Well-positioned to scale in high-growth, performance-driven markets 3 Growth momentum continues Well-positioned to deliver sustainable growth and strong free cash flow
Page 20
20 3Q 2026 EARNINGS PRESENTATION Q&A Reznor Dock Trailer Heater
Page 21
21 3Q 2026 EARNINGS PRESENTATION Appendix
Page 22
22 3Q 2026 EARNINGS PRESENTATION Adjusted EBITDA and Margin Reconciliation Actuals Actuals Pro Forma(1) Three months ended September 30, Nine months ended September 30, Nine months ended September 30, 2026 2025 2026 2025 2025 Net income (loss) $ 107.4 $ 56.8 $ 220.9 $ 133.8 $ 67.6 Adjustments: Net (income) loss from discontinued operations(2) — 2.2 — 1.2 1.2 Interest and financing expenses 36.9 100.1 184.7 255.0 301.7 Income tax expense (benefit) 20.2 25.4 78.1 58.6 42.1 Depreciation and amortization 52.5 53.1 160.1 135.6 161.3 Transaction related expenses(3) 17.1 6.0 20.3 24.8 68.9 Restructuring expenses(4) 1.8 0.8 4.7 3.5 5.4 Equity appreciation rights expense(5) 11.3 5.3 38.0 32.6 38.0 Non-operating expenses (income)(6) 50.4 (2.7) 50.4 (6.3) (1.5) Allocated Madison Industries costs(7) — 2.6 10.0 8.4 8.4 Non-recurring professional and consulting expenses(8) 0.7 1.9 2.6 4.0 4.0 Loss on extinguishment of debt — — 27.7 — — Gain on legal settlement(9) — — — (5.8) (5.8) Adjusted EBITDA $ 298.3 $ 251.5 $ 797.5 $ 645.4 $ 691.3 Net sales 1,126.7 898.4 3,041.7 2,408.4 2,587.2 Net income (loss) margin 9.5 % 6.3 % 7.3 % 5.6 % 2.6 % Adjusted EBITDA Margin 26.5 % 28.0 % 26.2 % 26.8 % 26.7 % 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. See the unaudited pro forma combined statements of operat ions filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q for a description of the adjustments and assumptions underlying the Pro Forma financial information. 2 Represents the results of discontinued operations from the divestiture of Nortek Global HVAC and its subsidiary. 3 Represents direct transaction costs and acquisition related charges from acquisition and divestiture activity, including transaction fees, due diligence costs, t ransfer taxes and other direct costs related to acquisition activities, changes in the fair value of contingent consideration, p urchase accounting adjustments, integration charges and professional and legal fees, and gain on the disposition of business. For the three and nine months ended September 30, 2026 transaction cost primarily related to the prospective acquisition of ebm-papst in addition to $4.5 million of costs incurred in connection with the IPO. For the three and nine months ended September 30, 2025 transaction cost primarily related to the AprilAire Acquisition. 4 Represents costs associated with discrete, approved restructuring programs designed to optimize the Company’s organizational structure and operating footprint, including employee severance and facility rationalization activit ies. 5 Represents compensation expense under the EAR Plan and Amended EAR Plan. 6 Represents pension expense and non-cash operating gains and losses including, foreign currency transaction on intercompany loans fixed asset disposals, available -for-sale marketable securities. and derivative instruments not classified as hedging instruments. For the three and nine months ended Septemb er 30, 2026 non-operating expense (income) included an unrealized loss of $52.2 million on derivative instruments. Refer to Note 12. Derivat ive Financial Instruments for additional information. 7 Represents indirect costs for support received from Madison Industries for certain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madison Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the Compa ny's IPO. This does not include services that will continue to be provided by Madison Industries International Holdings LLC following the consumm ation of the IPO pursuant to the Transition Services Agreement. 8 Represents expenses for professional and consulting services related to non - recurring transactions including one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation, c onsulting fees for productivity improvement projects, legal fees, and leadership recruiting and relocation fees. 9 Represents a one-time gain on insurance proceeds from damage to one of our manufacturing facilities.
Page 23
23 3Q 2026 EARNINGS PRESENTATION Adjusted Net Income Reconciliation 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. See the unaudited pro forma combined statements of operat ions filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q for a description of the adjustments and assumptions underlying the Pro Forma financial information. 2 Represents the results of discontinued operations from the divestiture of Nortek Global HVAC and its subsidiary. 3 Represents direct transaction costs and acquisition related charges from acquisition and divestiture activity, including transaction fees, due diligence costs, t ransfer taxes and other direct costs related to acquisition activities, changes in the fair value of contingent consideration, p urchase accounting adjustments, integration charges and professional and legal fees, and gain on the disposition of business. For the three and nine months ended September 30, 2026 transaction cost primarily related to the prospective acquisition of ebm-papst in addition to $4.5 million of costs incurred in connection with the IPO. For the three and nine months ended September 30, 2025 transaction cost s primarily related to the AprilAire Acquisition. 4 Represents costs associated with discrete, approved restructuring programs designed to optimize the Company’s organizational structure and operating footprint, including employee severance and facility rationalization activities. 5 Represents compensation expense under the EAR Plan and Amended EAR Plan. 6 Represents pension expense and non-cash operating gains and losses including, foreign currency transaction on intercompany loans fixed asset disposals, available -for-sale marketable securities. and derivative instruments not classified as hedging instruments. For the three and nine months ended Septemb er 30, 2026 non-operating expense (income) included an unrealized loss of $52.2 million on derivative instruments. Refer to Note 12. Derivat ive Financial Instruments for additional information. 7 Represents indirect costs for support received from Madison Industries for certain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madison Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the Compa ny's IPO. This does not include services that will continue to be provided by Madison Industries International Holdings LLC following the consumm ation of the IPO pursuant to the Transition Services Agreement. 8 Represents expenses for professional and consulting services related to non - recurring transactions including one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation, c onsulting fees for productivity improvement projects, legal fees, and leadership recruiting and relocation fees. 9 Represents a one-time gain on insurance proceeds from damage to one of our manufacturing facilities. 10 Represents the write-off of a deferred tax asset related to compensation deductions that are no longer expected to be realized due to limitation on deductibility following the IPO. 11 The tax effect from the adjustments assumes an estimated average worldwide marginal current tax rate of approximately 24.2% and 23.3% for the three and nine months ended September 30, 2026, respectively, and 25.0% and 25.1% for the three and nine months ended September 30, 2025, respectively. Actuals Actuals Pro Forma(1) Three months ended September 30, Nine months ended September 30, Nine months ended September 30, 2026 2025 2026 2025 2025 Net income (loss) $ 107.4 $ 56.8 $ 220.9 $ 133.8 $ 67.6 Adjustments: Net (income) loss from discontinued operations(2) — 2.2 — 1.2 1.2 Amortization expense 39.9 40.8 121.5 100.7 122.2 Transaction related expenses(3) 17.1 6.0 20.3 24.8 68.9 Restructuring expenses(4) 1.8 0.8 4.7 3.5 5.4 Equity appreciation rights expense(5) 11.3 5.3 38.0 32.6 38.0 Non-operating expenses (income)(6) 50.4 (2.7) 50.4 (6.3) (1.5) Allocated Madison Industries costs(7) — 2.6 10.0 8.4 8.4 Non-recurring professional and consulting expenses(8) 0.7 1.9 2.6 4.0 4.0 Loss on extinguishment of debt — — 27.7 — — Gain on legal settlement(9) — — — (5.8) (5.8) Write-off of deferred tax asset(10) — — 13.7 — — Tax effect of net income (loss) adjustments(11) (29.3) (14.2) (67.2) (40.9) (45.8) Adjusted net income (loss) $ 199.3 $ 99.5 $ 442.6 $ 256.0 $ 262.6 Net sales 1,126.7 898.4 3,041.7 2,408.4 2,587.2 Net income (loss) margin 9.5 % 6.3 % 7.3 % 5.6 % 2.6 % Adjusted net income (loss) margin 17.7% 11.1 % 14.6 % 10.6 % 10.1 %
Page 24
24 3Q 2026 EARNINGS PRESENTATION Free Cash Flow and Conversion Reconciliation Actuals Actuals Actuals Actuals Nine months ended Three months ended Three months ended Three months ended September 30, 2026 September 30, 2025 March 31, 2026 March 31, 2025 June 30, 2026 June 30, 2025 September 30, 2026 September 30, 2025 Net cash flows provided by operating activities $328.4 $333.3 $57.8 $54.6 $98.6 $105.5 $172.0 $173.2 Net cash flows (used in) provided by operating activities – discontinued operations 0.0 0.6 0.0 (0.3) 0.0 0.0 0.0 0.9 Net cash flows provided by operating activities— continuing operations $328.4 $332.7 $57.8 $54.9 $98.6 $105.5 $172.0 $172.3 Purchases of property, plant and equipment (30.6) (22.8) (7.4) (4.5) (9.1) (6.0) (14.1) (12.3) Proceeds from disposal of property, plant and equipment 0.2 2.5 0.0 0.0 0.1 2.5 0.1 0.0 FCF $298.0 $312.4 $50.4 $50.4 $89.6 $102.0 $158.0 $160.0 Net income (loss) from continuing operations $220.9 $135.0 $43.0 $45.2 $70.5 $30.8 $107.4 $59.0 Operating cash flow conversion – continuing operations 148.7% 246.4% 134.4% 121.5% 139.9% 342.5% 160.1% 292.0% FCF Conversion 134.9% 231.4% 117.2% 111.5% 127.1% 331.7% 147.1% 271.2% Net Sales $3,041.7 $2,408.4 $923.7 $690.4 $991.3 $819.6 $1,126.7 $898.4 Free Cash Flow Margin 9.8% 13.0% 5.5% 7.3% 9.0% 12.4% 14.0% 17.8%
Page 25
25 3Q 2026 EARNINGS PRESENTATION Free Cash Flow Reconciliations Actuals Three months ended September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 Net cash flows provided by operating activities $172.0 $98.6 $57.8 $147.1 $173.2 $105.5 $54.6 ($152.7) Net cash flows (used in) provided by operating activities – discontinued operations 0.0 0.0 0.0 (0.2) 0.9 0.0 (0.3) (210.6) Net cash flows provided by operating activities— continuing operations $172.0 $98.6 $57.8 $147.3 $172.3 $105.5 $54.9 $57.9 Purchases of property, plant and equipment (14.1) (9.1) (7.4) (17.8) (12.3) (6.0) (4.5) (7.8) Proceeds from disposal of property, plant and equipment 0.1 0.1 0.0 0.3 0.0 2.5 0.0 4.4 FCF $158.0 $89.6 $50.4 $129.8 $160.0 $102.0 $50.4 $54.5 LTM FCF $427.8 $429.8 $442.2 $442.2 $366.9 LTM Sales $3,973.4 $3,745.1 $3,573.4 $3,340.1 $3,130.8 Free Cash Flow Margin 10.8% 11.5% 12.4% 13.2% 11.7%
Page 26
26 3Q 2026 EARNINGS PRESENTATION LTM Adjusted EBITDA Reconciliation Actuals Pro Forma(1) Pro Forma(1) Pro Forma(1) Nine months ended September 30, Nine months ended September 30, Year ended December 31, For the Twelve Months Ended September 30, 2026 2025 2025 2026 Net income (loss) $220.9 $67.6 $58.1 $211.4 Adjustments: Net (income) loss from discontinued operations(2) — 1.2 1.4 0.2 Interest and financing expenses 184.7 301.7 398.0 281.0 Income tax expense (benefit) 78.1 42.1 49.8 85.8 Depreciation and amortization 160.1 161.3 215.7 214.5 Transaction related expenses(3) 20.3 68.9 68.9 20.3 Restructuring expenses(4) 4.7 5.4 6.0 5.3 Equity appreciation rights expense(5) 38.0 38.0 125.9 125.9 Non-operating expenses (income)(6) 50.4 (1.5) (0.8) 51.1 Allocated Madison Industries costs(7) 10.0 8.4 11.0 12.6 Non-recurring professional and consulting expenses(8) 2.6 4.0 8.4 7.0 Loss on extinguishment of debt 27.7 — - 27.7 Gain on insurance proceeds(9) — (5.8) (5.8) - Adjusted EBITDA $797.5 $691.3 $936.6 $1,042.8 Net Sales $3,041.7 $2,587.2 $3,518.9 $3,973.4 Adjusted EBITDA Margin 26.2% 26.7% 26.6% 26.2% 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. See the unaudited pro forma combined statements of operat ions filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q for a description of the adjustments and assumptions underlying the Pro Forma financial information. 2 Represents the results of discontinued operations from the divestiture of Nortek Global HVAC and its subsidiary. 3 Represents direct transaction costs and acquisition related charges from acquisition and divestiture activity, including transaction fees, due diligence costs, t ransfer taxes and other direct costs related to acquisition activities, changes in the fair value of contingent consideration, p urchase accounting adjustments, integration charges and professional and legal fees, and gain on the disposition of business. For the three and nine months ended September 30, 2026 transaction cost primarily related to the prospective acquisition of ebm-papst in addition to $4.5 million of costs incurred in connection with the IPO. For the three and nine months ended September 30, 2025 transaction costs primarily related to the AprilAire Acquisition. 4 Represents costs associated with discrete, approved restructuring programs designed to optimize the Company’s organizational structure and operating footprint, including employee severance and facility rationalization activit ies. 5 Represents compensation expense under the EAR Plan and Amended EAR Plan. 6 Represents pension expense and non-cash operating gains and losses including, foreign currency transaction on intercompany loans fixed asset disposals, available -for-sale marketable securities. and derivative instruments not classified as hedging instruments. For the three and nine months ended Septemb er 30, 2026 non-operating expense (income) included an unrealized loss of $52.2 million on derivative instruments. Refer to Note 12. Derivat ive Financial Instruments for additional information. 7 Represents indirect costs for support received from Madison Industries for certain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madison Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the Compa ny's IPO. This does not include services that will continue to be provided by Madison Industries International Holdings LLC following the consumm ation of the IPO pursuant to the Transition Services Agreement. 8 Represents expenses for professional and consulting services related to non - recurring transactions including one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation, c onsulting fees for productivity improvement projects, legal fees, and leadership recruiting and relocation fees. 9 Represents a one-time gain on insurance proceeds from damage to one of our manufacturing facilities.
Page 27
27 3Q 2026 EARNINGS PRESENTATION Net Leverage and Adjusted Net Leverage Reconciliation December 31, 2025 September 30, 2026 Total debt $ 5,650.4 $ 3,057.0 Add: Discounts and financing fees, net 68.6 29.7 Less: Cash and cash equivalents (208.4) (2,645.2) Total net debt $ 5,510.6 $ 441.5 LTM Net income (loss) 58.1 211.4 LTM Adjusted EBITDA 936.6 1,042.8 Total Debt to Net income (loss) 97.3x 14.5x Net Leverage 5.9x 0.4x Add: Proceeds from Private Placement (net of offering cost) - 2,217.4 Adjusted Net Debt 5,510.6 2,658.9 Adjusted Net Leverage 5.9x 2.6x