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Ares Acquisition Corp III (AAC) sponsor entities forfeit 43,750 Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ares Partners Holdco LLC and Ares Acquisition Holdings III LP, as ten percent owners of Ares Acquisition Corp III, reported an indirect disposition to the issuer of 43,750 Class B ordinary shares tied to founder equity. The disposition reflects forfeiture of these sponsor shares because underwriters only partially exercised their IPO over-allotment option. Following this adjustment, the reporting entities are shown as indirectly holding 9,875,000 Class B ordinary shares, which are automatically convertible into Class A ordinary shares on a one-for-one basis upon completion of the company’s initial business combination or earlier at the holder’s option, subject to adjustment and anti-dilution rights. Footnotes clarify that the securities are directly held by the sponsor entity, with Ares-affiliated entities and individuals disclaiming beneficial ownership beyond their respective pecuniary interests.

Positive

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Negative

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Insider Ares Partners Holdco LLC, Ares Acquisition Holdings III LP
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Disposition Class B ordinary shares F1, F2, F3, F4, F5 43,750 $0.00 $0.00
Holdings After Transaction: Class B ordinary shares — 9,875,000 shares (Indirect, See footnotes)
Footnotes (5)
  1. F1. The Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share, of Ares Acquisition Corporation III (the "Issuer") upon the completion of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment and certain anti-dilution rights.
  2. F2. As described in the registration statement filed by Issuer on Form S-1 (File No. 333-296746), the Class B Ordinary Shares beneficially owned by the reporting persons included up to 1,293,750 shares that were subject to forfeiture to the extent the underwriters of the Issuer's initial public offering did not exercise in full their over-allotment option. The underwriters partially exercised their over-allotment option, resulting in 43,750 Class B Ordinary Shares being forfeited.
  3. F3. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC ("Ares Voting") and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC ("Ares Holdco" and together with each of the foregoing entities, the "Ares Entities"), which is the general partner of Ares Holdings L.P. ("Ares Holdings").
  4. F4. Ares Holdings is the sole shareholder of Ares Acquisition Holdings III, which is the general partner of Ares Acquisition Holdings III LP (the "Sponsor"). The Sponsor directly holds the securities reported herein. Each of the Ares Entities and Ares Holdings may be deemed to share beneficial ownership of the securities directly held by the Sponsor, but each of the foregoing disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.
  5. F5. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners, except to the extent of their respective pecuniary interest therein. The principal business office of the Sponsor, the Ares Entities and Ares Holdings is c/o Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.
Class B shares disposed 43,750 shares Disposition to issuer (forfeiture) of Class B ordinary shares tied to IPO over-allotment
Class B shares after transaction 9,875,000 shares Indirect Class B ordinary shares reported as held following the disposition
Par value per share $0.0001 per share Par value of both Class B ordinary shares and Class A ordinary shares
Over-allotment forfeiture pool 1,293,750 shares Class B shares initially subject to forfeiture linked to underwriters’ over-allotment option
Underlying Class A shares 43,750 shares Class A ordinary shares underlying the forfeited Class B ordinary shares
over-allotment option financial
"subject to forfeiture to the extent the underwriters ... did not exercise in full their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
anti-dilution rights financial
"convert ... on a one-for-one basis, subject to adjustment and certain anti-dilution rights"
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest"
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities directly held by the Sponsor"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
ten percent owner regulatory
"reporting persons are indicated as a ten percent owner of Ares Acquisition Corp III"

FAQ

What insider transaction did Ares Partners Holdco LLC report for AAC?
Ares Partners Holdco LLC reported an indirect disposition to the issuer of 43,750 Class B ordinary shares of Ares Acquisition Corp III, reducing its reported indirect holdings to 9,875,000 Class B shares linked to sponsor equity from the SPAC’s IPO structure.

Why were 43,750 AAC Class B ordinary shares forfeited by the sponsor entities?
The 43,750 Class B ordinary shares were forfeited because the underwriters partially exercised their over-allotment option in the company’s IPO. The sponsor’s Class B holdings included shares subject to forfeiture if the over-allotment was not fully exercised.

How many AAC Class B ordinary shares do the reporting persons hold after this Form 4 transaction?
After the reported disposition, the Ares-affiliated reporting persons are shown as indirectly holding 9,875,000 Class B ordinary shares of Ares Acquisition Corp III, which are directly held by the sponsor entity and subject to conversion into Class A shares.

How do AAC Class B ordinary shares held by the sponsor convert into Class A shares?
The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon completion of the company’s initial business combination, or earlier at the holder’s option, subject to adjustment and certain anti-dilution rights.

Who directly holds the AAC securities reported in this Form 4 filing?
The filing states that the securities are directly held by Ares Acquisition Holdings III LP, the Sponsor. Various Ares-affiliated entities may be deemed to share beneficial ownership but disclaim ownership beyond their pecuniary interests in the securities.

Do Ares-affiliated individuals claim beneficial ownership of the AAC sponsor shares?
Board members managing Ares Partners expressly disclaim beneficial ownership of the securities that may be deemed owned by Ares Partners, except to the extent of their respective pecuniary interests, according to the explanatory footnotes in the Form 4.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ares Partners Holdco LLC
(Last)(First)(Middle)
C/O ARES MANAGEMENT LLC,
1800 AVENUE OF THE STARS, SUITE 1400
(Street)
LOS ANGELES CALIFORNIA 90067
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Ares Acquisition Corp III [ AAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares(1)08/14/2026D(2)43,750 (1) (1)Class A ordinary shares43,750$09,875,000ISee footnotes(3)(4)(5)
1. Name and Address of Reporting Person*
Ares Partners Holdco LLC
(Last)(First)(Middle)
C/O ARES MANAGEMENT LLC,
1800 AVENUE OF THE STARS, SUITE 1400
(Street)
LOS ANGELES CALIFORNIA 90067
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ares Acquisition Holdings III LP
(Last)(First)(Middle)
C/O ARES MANAGEMENT LLC,
1800 AVENUE OF THE STARS, SUITE 1400
(Street)
LOS ANGELES CALIFORNIA 90067
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share, of Ares Acquisition Corporation III (the "Issuer") upon the completion of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment and certain anti-dilution rights.
2. As described in the registration statement filed by Issuer on Form S-1 (File No. 333-296746), the Class B Ordinary Shares beneficially owned by the reporting persons included up to 1,293,750 shares that were subject to forfeiture to the extent the underwriters of the Issuer's initial public offering did not exercise in full their over-allotment option. The underwriters partially exercised their over-allotment option, resulting in 43,750 Class B Ordinary Shares being forfeited.
3. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC ("Ares Voting") and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC ("Ares Holdco" and together with each of the foregoing entities, the "Ares Entities"), which is the general partner of Ares Holdings L.P. ("Ares Holdings").
4. Ares Holdings is the sole shareholder of Ares Acquisition Holdings III, which is the general partner of Ares Acquisition Holdings III LP (the "Sponsor"). The Sponsor directly holds the securities reported herein. Each of the Ares Entities and Ares Holdings may be deemed to share beneficial ownership of the securities directly held by the Sponsor, but each of the foregoing disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.
5. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners, except to the extent of their respective pecuniary interest therein. The principal business office of the Sponsor, the Ares Entities and Ares Holdings is c/o Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.
Ares Partners Holdco LLC By: /s/ Anton Feingold; Authorized Signatory08/14/2026
Ares Acquisition Holdings III LP By: /s/ Anton Feingold; Authorized Signatory08/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR