Ares Acquisition Corporation III (AAC): Ares entities report 30.5% beneficial stake

Rhea-AI Filing Summary

Ares Acquisition Corporation III reports that Ares Partners Holdco LLC and Ares Acquisition Holdings III together are beneficial owners of Class A ordinary shares through sponsor interests. The position consists of 9,875,000 Class A shares issuable upon conversion of 9,875,000 Class B shares and 7,466,667 Class A shares issuable upon exercise of 7,466,667 Private Placement Warrants at $11.50 per share, for an aggregate of 17,341,667 issuable Class A shares.

This stake represents 30.5% of the Class A shares, calculated using 39,500,000 Class A shares outstanding as of August 10, 2026 plus the issuable shares. The filing notes additional warrants acquired on July 1, 2026 and a forfeiture of some Class B shares on August 14, 2026 related to the underwriters’ over-allotment option. Several affiliated Ares entities may be deemed to share beneficial ownership, though such ownership is expressly disclaimed by the reporting persons and related individuals.

Key Figures

Issuable Class A Shares Beneficially Owned: 17,341,667 shares Ownership Percentage: 30.5% Class A Shares Outstanding: 39,500,000 shares +5 more

8 metrics

Issuable Class A Shares Beneficially Owned 17,341,667 shares Aggregate Class A shares issuable from Class B conversion and warrant exercise

Ownership Percentage 30.5% Portion of Class A shares including issuable shares

Class A Shares Outstanding 39,500,000 shares Shares outstanding as of August 10, 2026

Class B Shares Underlying Issuable Class A 9,875,000 shares Class A shares issuable upon conversion of Class B shares

Private Placement Warrants 7,466,667 warrants Warrants exercisable for one Class A share at $11.50 each

Warrant Exercise Price $11.50 per share Exercise price of private placement warrants

Additional Warrants Acquired 666,667 warrants Acquired July 1, 2026 with partial over-allotment exercise

Forfeited Class B Shares 43,750 shares Forfeited August 14, 2026 after over-allotment expiration

Key Terms

Schedule 13G, beneficial ownership, Private Placement Warrants, over-allotment option, +1 more

5 terms

Schedule 13G regulatory

"This Statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficial ownership financial

"In the aggregate, the Reporting Persons beneficially own 17,341,667 Class A Shares"

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.

Private Placement Warrants financial

"7,466,667 Class A Shares issuable upon exercise of 7,466,667 private placement warrants"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

over-allotment option financial

"in connection with the underwriters partial exercise of 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.

Rule 13d-1(k) regulatory

"jointly filed by each of the persons below pursuant to Rule 13d-1(k)"

FAQ

What ownership stake in AAC does Ares report on this Schedule 13G?

Ares-related entities report beneficial ownership of 17,341,667 Class A shares of Ares Acquisition Corporation III, representing 30.5% of the Class A shares when including issuable shares from Class B conversions and warrant exercises.

How many Ares-held AAC shares come from Class B share conversion?

The sponsor beneficially owns 9,875,000 Class A shares issuable upon conversion of 9,875,000 Class B shares. These Class B shares are held by the sponsor and would convert into Class A shares as described in the company’s structure.

What AAC warrants does Ares hold and at what exercise price?

Ares-linked entities hold 7,466,667 Private Placement Warrants, each exercisable for one Class A share at $11.50 per share. The warrants become exercisable 30 days after completion of the issuer’s initial business combination.

How was the 30.5% ownership percentage in AAC calculated for Ares?

The 30.5% figure is based on 39,500,000 Class A shares outstanding as of August 10, 2026, as reported by the issuer, plus the 17,341,667 issuable Class A shares from converting Class B shares and exercising private placement warrants.

Did Ares change its AAC holdings around the IPO over-allotment option?

Yes. The filing notes acquisition of 666,667 additional warrants on July 1, 2026 tied to a partial over-allotment exercise, and forfeiture of 43,750 Class B shares on August 14, 2026 after the underwriters’ remaining over-allotment option expired.

Which entities are the reporting persons on AAC’s Schedule 13G?

The reporting persons are Ares Partners Holdco LLC and Ares Acquisition Holdings III. Through a chain of affiliated Ares entities, they may be deemed to share beneficial ownership of the reported Class A shares, though such beneficial ownership is expressly disclaimed.

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Available on EDGAR 08/14/2026 - 04:57 PM Accepted by SEC EDGAR 08/14/2026 - 04:56 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ares Acquisition Corporation III

(Name of Issuer)

Class A ordinary shares, par value $0.0001

(Title of Class of Securities)

G3303U104

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G3303U104

1

Names of Reporting Persons

Ares Partners Holdco LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 17,341,667.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 17,341,667.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,341,667.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

30.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported amount represents 17,341,667 shares of Class A ordinary shares ("Class A Shares") issuable upon the conversion of 9,875,000 shares of Class B ordinary shares ("Class B Shares") and the exercise of 7,466,667 Private Placement Warrants (as defined below) beneficially owned by the Reporting Person. The reported percent of class is calculated based upon 39,500,000 Class A Shares outstanding as of August 10, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 13, 2026, as increased by the Issuable Class A Shares (as defined below).

SCHEDULE 13G

CUSIP Number(s): G3303U104

1

Names of Reporting Persons

Ares Acquisition Holdings III LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 17,341,667.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 17,341,667.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,341,667.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

30.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported amount represents 17,341,667 Class A Shares issuable upon the conversion of 9,875,000 Class B Shares and the exercise of 7,466,667 Private Placement Warrants beneficially owned by the Reporting Person. The reported percent of class is calculated based upon 39,500,000 Class A Shares outstanding as of August 10, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 13, 2026, as increased by the Issuable Class A Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ares Acquisition Corporation III
(b)	Address of issuer's principal executive offices: 245 Park Avenue, 44th Floor, New York, NY 10167
Item 2.
(a)	Name of person filing: This Statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) Ares Partners Holdco LLC; and (ii) Ares Acquisition Holdings III LP
(b)	Address or principal business office or, if none, residence: c/o Ares Management LLC 1800 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067
(c)	Citizenship: See response to row 4 on each cover page hereto.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001
(e)	CUSIP Number(s): G3303U104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to row 9 on each cover page hereto. Ares Acquisition Holdings III LP (the "Sponsor") beneficially owns 9,875,000 Class A Shares issuable upon conversion of 9,875,000 Class B Shares and 7,466,667 Class A Shares issuable upon exercise of 7,466,667 private placement warrants to purchase one Class A Share at $11.50 per share, which become exercisable 30 days after the completion of the Issuer's initial business combination ("Private Placement Warrants"). In the aggregate, the Reporting Persons beneficially own 17,341,667 Class A Shares (the "Issuable Class A Shares") issuable in respect of (i) 9,875,000 Class B Shares and (ii) 7,466,667 Private Placement Warrants, representing 30.5% of the Class A Shares. The reported percent of class is calculated based upon 39,500,000 Class A Shares outstanding as of August 10, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 13, 2026, as increased by the Issuable Class A Shares. The reported beneficial ownership gives effect to (i) the acquisition by the Sponsor of an additional 666,667 warrants on July 1, 2026 in connection with the underwriters partial exercise of their over-allotment option in connection with the Issuer's initial public offering, and (ii) the forfeiture on August 14, 2026 of 43,750 Class B Shares as a result of the expiration of the underwriters' remaining overallotment option. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC 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 (together with each of the foregoing entities, the "Ares Entities"), which is the general partner of Ares Holdings L.P. ("Ares Holdings"). Ares Holdings is the sole shareholder of Ares Acquisition Holdings III, which is the general partner of the Sponsor that directly holds the reported Class B Shares and Private Placement Warrants. Accordingly, each of the Ares Entities and Ares Holdings may be deemed to share beneficial ownership of the reported securities. 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. Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any of the Reporting Persons or any of the foregoing are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owners of any securities covered by this Statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
(b)	Percent of class: See response to row 11 on each cover page hereto and the information set forth in subsection (a) of this Item 4.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to row 5 on each cover page hereto.
	(ii) Shared power to vote or to direct the vote: See response to row 6 on each cover page hereto.
	(iii) Sole power to dispose or to direct the disposition of: See response to row 7 on each cover page hereto.
	(iv) Shared power to dispose or to direct the disposition of: See response to row 8 on each cover page hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ares Partners Holdco LLC

Signature:	/s/ Anton Feingold
Name/Title:	Anton Feingold/Authorized Signatory
Date:	08/14/2026

Ares Acquisition Holdings III LP

Signature:	/s/ Anton Feingold
Name/Title:	Anton Feingold/Authorized Signatory
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement