SCHEDULE: Aeries Tech CEO Ownership Shifts Post-RSU Tax Withholding

Sentiment:

Schedule 13D Amendment 10 September 2025 9:00 PM

Aeries Technology CEO Bhisham Khare's beneficial ownership decreased to 6.9% after the company withheld shares for tax liabilities related to RSU settlements.

Summary

Bhisham Khare, CEO of Aeries Technology, Inc., filed an Amendment No. 2 to his Schedule 13D, updating his beneficial ownership.
His beneficial ownership of Class A Ordinary Shares decreased by more than 1% to 6.9% of the outstanding class.
This decrease resulted from the Issuer withholding 810,003 Class A Ordinary Shares on March 10, 2025, to cover Mr. Khare's tax liability upon the settlement of restricted stock units (RSUs).
An additional 5,101 Class A Ordinary Shares were withheld on February 26, 2025, for similar tax liabilities.
Mr. Khare beneficially owns an aggregate of 3,358,624 Class A Ordinary Shares.
This includes the right to acquire up to 1,702,368 Class A Ordinary Shares through an Exchange Agreement, with exercise conditions met on March 26, 2024.
851,184 of these shares are issuable from the Aeries Employee Stock Option Trust (ESOP Trust), for which Mr. Khare is a beneficiary.
On May 22, 2024, the Issuer's Compensation Committee approved a grant of 2,471,360 RSUs to Mr. Khare, which vested on the grant date and are settling in installments between August 15, 2024, and March 15, 2025.
The beneficial ownership percentage is calculated based on 47,152,626 Class A Ordinary Shares outstanding as of the report date.

Sentiment

Score: 6

Explanation: The filing details a routine adjustment in CEO beneficial ownership due to tax withholding on RSU settlements, which is a neutral to slightly positive event as it confirms RSU vesting and compensation. The decrease in percentage is an expected outcome of such transactions, not indicative of negative sentiment towards the company or its prospects.

Positives

The CEO received a substantial RSU grant of 2,471,360 shares, indicating continued compensation and alignment with company performance.
The exercise conditions for the exchange agreement, allowing for the acquisition of up to 1,702,368 Class A Ordinary Shares, were met on March 26, 2024.

Negatives

The CEO's beneficial ownership percentage decreased by more than 1% due to shares being withheld for tax liabilities.
A significant number of shares (810,003 on March 10, 2025, and 5,101 on February 26, 2025) were used to cover tax obligations, reducing the CEO's direct equity stake.

Future Outlook

The remaining installments of the 2,471,360 RSUs granted to Mr. Khare are scheduled to settle between August 15, 2024, and March 15, 2025. Mr. Khare also retains the right to exchange up to 1,702,368 Class A Ordinary Shares under an existing exchange agreement.

Industry Context

Related Party Transactions

The grant of 2,471,360 RSUs to Mr. Khare (CEO) by the Issuer's Compensation Committee.
The withholding of Class A Ordinary Shares by the Issuer to cover Mr. Khare's tax liability upon RSU settlement.

Stakeholder Impact

Shareholders: The decrease in the CEO's beneficial ownership percentage due to tax withholding is a minor adjustment to his personal stake, but does not significantly impact other shareholders. The RSU grant aligns management incentives with shareholder value.
Employees: The mention of the Aeries Employee Stock Option Trust (ESOP Trust) indicates an existing employee equity program.

Next Steps

Continued settlement of remaining RSU installments until March 15, 2025.
Potential future exchanges of ATG Shares for Class A Ordinary Shares by Mr. Khare.

Key Dates

Date	Description
March 26, 2024	Issuer determined exercise conditions for the exchange agreement were met, deeming Mr. Khare beneficial owner of 1,701,941 Class A Ordinary Shares.
April 1, 2024	Date on and after which Mr. Khare has the right to exchange ATG Shares for Class A Ordinary Shares.
May 22, 2024	Issuer's Compensation Committee approved the grant of 2,471,360 RSUs to Mr. Khare.
August 15, 2024	Start of the installment period for RSU settlement.
February 26, 2025	Issuer withheld 5,101 Class A Ordinary Shares to cover Mr. Khare's tax liability upon RSU settlement.
March 10, 2025	Date of event requiring filing; Issuer withheld 810,003 Class A Ordinary Shares to cover Mr. Khare's tax liability upon RSU settlement.
March 15, 2025	End of the installment period for RSU settlement.
September 10, 2025	Date of filing signature.

Recommendation

hold

This filing primarily details a routine adjustment in the CEO's beneficial ownership due to tax withholding on RSU settlements, which is a standard compensation event. It does not contain new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The RSU grant and subsequent tax withholding are expected events for executive compensation and do not signal a significant positive or negative shift in the company's fundamentals or outlook. Therefore, a 'hold' recommendation is appropriate as there's no new catalyst for a 'buy' or 'sell' decision based solely on this filing.

Keywords

Aeries Technology, Bhisham Khare, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, RSU Settlement, Tax Withholding, CEO Ownership, Equity Stake, SEC Filing

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.