SCHEDULE: Bhisham Khare Increases Stake in Aeries Technology

Bhisham Khare, CEO of Aeries Technology, Inc., has increased his beneficial ownership to 9.1% following the grant of a stock option and the satisfaction of exchange conditions for shares held by an employee stock option trust.

Summary

• Bhisham Khare, CEO of Aeries Technology, Inc., has amended his Schedule 13D filing to reflect an increase in his beneficial ownership of Class A Ordinary Shares.
• His beneficial ownership now stands at 544,828 shares, representing 9.1% of the class.
• This increase is due to two main factors: the satisfaction of exchange conditions for 106,398 shares held by the Aeries Employee Stock Option Trust (ESOP Trust) under an exchange agreement, and the grant of a stock option for 125,000 shares.
• The exchange agreement allows for the exchange of shares in Aeries Technology Group Business Accelerators Private Limited for Aeries Technology, Inc. Class A Ordinary Shares.
• The stock option was granted on May 28, 2026, with an exercise price of $5.984 per share and vested on the grant date.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, as the CEO's increased stake and vested stock options suggest confidence in the company's future, although it is primarily a disclosure of ownership rather than operational results.

Positives

• Bhisham Khare, as CEO, has demonstrated continued commitment and investment in Aeries Technology through the acquisition of additional shares and options.
• The satisfaction of exchange conditions indicates progress in the integration or restructuring related to Aeries Technology Group Business Accelerators Private Limited.
• The stock option grant, vested on the grant date, aligns management incentives with the company's performance.

Risks

• The filing does not explicitly mention any new risks, but the increase in beneficial ownership by a key executive could be subject to insider trading regulations and disclosure requirements.
• Potential future dilution could occur if the stock option is exercised.

Future Outlook

The filing primarily concerns an update to beneficial ownership and does not contain specific forward-looking financial guidance. However, the increase in ownership by the CEO suggests confidence in the company's future prospects.

Management Comments

• "This Amendment No. 3 to Schedule 13D ('Amendment No. 3') amends and supplements the Schedule 13D filed by Bhisham Khare (the 'Reporting Person') on June 20, 2024 (as amended by Amendment No. 1, filed on June 25, 2024 and Amendment No. 2 filed on September 10, 2025, the 'Schedule 13D')."
• "This Amendment No. 3 is being filed to (i) amend and supplement the information disclosed under the corresponding Items of the Schedule 13D as described below and (ii) report that the percentage of outstanding Class A Ordinary Shares that the Reporting Person may be deemed to beneficially own increased by more than one percent (1%) as a result of the Issuer granting a Stock Option to the Reporting Person exercisable for 125,000 Class A Ordinary Shares."
• "Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D."
• "Bhisham Khare/Chief Executive Officer"

Industry Context

StockSavvy.ai notes that Schedule 13D filings are critical for tracking significant ownership changes in publicly traded companies. An increase in beneficial ownership by a CEO, especially when tied to an exchange agreement and stock options, often signals strong conviction in the company's value and future performance within the technology sector.

Related Party Transactions

• The exchange agreement between Bhisham Khare and Aeries Technology, Inc. for the exchange of ATG Shares for Class A Ordinary Shares is a related party transaction.
• The grant of a stock option to Bhisham Khare, the CEO, is also a related party transaction.

Stakeholder Impact

• Shareholders: The increased ownership by the CEO may be viewed positively, signaling confidence and alignment of interests.
• Employees: The stock option grant to the CEO could be part of a broader compensation strategy that may extend to other employees, potentially motivating performance.
• Management: Reinforces the CEO's vested interest in the company's long-term success.

Next Steps

• Bhisham Khare will continue to report any further changes in beneficial ownership exceeding disclosure thresholds.
• The company may see continued strategic alignment between management and shareholders due to the increased ownership stake.

Key Dates

Recommendation

This filing is an amendment to a Schedule 13D, primarily disclosing an increase in beneficial ownership by the CEO due to stock options and share exchanges. While it signals management confidence, it does not provide new operational or financial performance data that would warrant a strong buy or sell recommendation. Therefore, a 'hold' is appropriate pending further performance-related disclosures.

Keywords

Aeries Technology, Schedule 13D, Bhisham Khare, Beneficial Ownership, Stock Option, Exchange Agreement, Class A Ordinary Shares, SEC Filing, Insider Trading, Corporate Governance