Armada Acquisition (NASDAQ: AACIU) sponsor forfeits 345,083 founder shares

Rhea-AI Filing Summary

Armada Sponsor III LLC, a major owner of Armada Acquisition Corp. III, reported an administrative change in its holdings of Class B ordinary shares. On February 19, 2026, the sponsor forfeited 345,083 Class B shares for no consideration after underwriters partially exercised their over-allotment option and waived the remainder.

These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option. Following this forfeiture, the sponsor holds 8,252,834 Class B ordinary shares directly.

SEC Form 4

FORM 4

UNITED 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

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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^*

Armada Sponsor III LLC

(Last) (First) (Middle)

C/O ARMADA ACQUISITION CORP. III

1760 MARKET STREET, SUITE 602

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. III [ AACIU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	02/19/2026		J(2)			345,083	(1)	(1)	Class A Ordinary Shares	8,252,834	(1)	8,252,834	D

Explanation of Responses:

1. The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis.

2. As described in the registration statement on Form S-1 (File No. 333-291013), up to 1,136,250 of the Class B Ordinary Shares issued to the Reporting Person were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised in connection with the Issuer's initial public offering. On February 19, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 2,350,000 public units and delivered a notice of waiver with respect to the unexercised portion of the over-allotment option, and as a result, the Reporting Person forfeited 345,083 Class B Ordinary Shares for no consideration.

	/s/ Stephen P. Herbert, Managing Member of Armada Sponsor II LLC	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Armada Sponsor III LLC report in this AACIU Form 4 filing?

Armada Sponsor III LLC reported forfeiting 345,083 Class B ordinary shares for no consideration. The change followed a partial exercise and waiver of the underwriters’ over-allotment option, leaving the sponsor with 8,252,834 Class B shares directly owned.

How many Armada Acquisition Corp. III Class B shares were forfeited?

The sponsor forfeited 345,083 Class B ordinary shares. This resulted from a partial exercise of the underwriters’ over-allotment option and a waiver of the remaining portion, causing those specific founder shares to be surrendered without any payment received.

How many AACIU Class B shares does the sponsor own after the transaction?

After the forfeiture, Armada Sponsor III LLC directly owns 8,252,834 Class B ordinary shares. This figure reflects the updated balance reported in the Form 4 following the surrender of 345,083 Class B shares for no consideration on February 19, 2026.

Why were Armada Acquisition Corp. III Class B shares forfeited by the sponsor?

The forfeiture occurred because up to 1,136,250 Class B shares were subject to forfeiture based on the underwriters’ over-allotment exercise. When underwriters partially exercised and then waived the remaining option, 345,083 Class B shares were automatically forfeited for no consideration.

What happens to Armada Acquisition Corp. III Class B shares in the future?

The Class B ordinary shares have no expiration date and automatically convert into Class A ordinary shares on a one-for-one basis at the initial business combination, or earlier at the holder’s option, aligning the sponsor’s equity with the public share class over time.

Does the Form 4 show a purchase or sale of AACIU shares by the sponsor?

The Form 4 does not show a buy or sell transaction. Instead, it reports an “other” transaction, where 345,083 Class B ordinary shares were forfeited for no consideration due to the mechanics of the underwriters’ over-allotment option in the IPO process.