Aeries CEO/Director Exchanges Private Shares for 851,184 Public Class A Shares

Rhea-AI Filing Summary

Aeries Technology insider conversion increases Class A holdings. On 09/22/2025 the reporting person, who is both Chief Executive Officer and a Director, exercised exchange rights to convert 59,110 Aeries Shares into 851,184 Class A Ordinary Shares at an exchange rate of 14.40 Class A Shares per Aeries Share. After the exchange, the reporting person beneficially owned 2,507,440 Class A Ordinary Shares. The Form 4 also discloses related put and call exchange rights and that certain Aeries Shares held by an ESOP Trust are considered in the reporting person’s beneficial ownership assumptions.

Positive

• Reporting person exercised exchange rights converting 59,110 Aeries Shares into 851,184 Class A Ordinary Shares on 09/22/2025
• Post-transaction beneficial ownership of Class A Ordinary Shares is 2,507,440 as reported
• Conversion terms disclosed include the exchange rate of 14.40 Class A Shares per Aeries Share

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider exercised contractual exchange rights converting private shares into publicly traded Class A shares, increasing reported insider ownership.

The Form 4 documents a contractual exchange under the Exchange Agreement permitting conversion of Aeries ordinary shares into Issuer Class A Ordinary Shares. The filing is explicit that 59,110 Aeries Shares were exchanged for 851,184 Class A Ordinary Shares, and that post-transaction beneficial ownership stands at 2,507,440 Class A Ordinary Shares. The report also notes interrelated put and call exchange rights and the inclusion of ESOP Trust-held shares in beneficial ownership calculations. This is a governance-relevant capital-structure event that updates insider ownership disclosures but does not, on its face, state any change to management or control arrangements.

Securities Analyst

TL;DR: Material insider share exchange reported; quantifies shares converted and resulting insider stake in Class A shares.

The filing provides clear transaction metrics: conversion of 59,110 Aeries Shares into 851,184 Class A Ordinary Shares at a stated exchange rate of 14.40, effective 09/22/2025. It records derivative exchange rights (put and call) associated with those Aeries Shares and notes that ESOP Trust-held shares are attributable to the reporting person for reporting purposes. For investors and analysts, the report updates the insider’s public-equity exposure without providing additional financial performance or valuation data.

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

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).

1. Name and Address of Reporting Person^*

Khare Bhisham

(Last) (First) (Middle)

C/O AERIES TECHNOLOGY, INC. 60 PAYA

LEBAR ROAD, #08-13 PAYA LEBAR SQUARE

(Street)

SINGAPORE U0 409051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aeries Technology, Inc. [ AERT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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
Class A Ordinary Shares	09/22/2025		M(1)		851,184	A	$0(1)	2,507,440	D

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
Aeries Shares Put Exchange Right	(1)(2)	09/22/2025		M(1)			59,110	(2)	(2)	Class A Ordinary Shares	851,184	$0(1)(2)	0	D
Aeries Shares Call Exchange Right	(2)	09/22/2025		J(2)			59,110	(2)	(2)	Class A Ordinary Shares	851,184	$0(2)	0	D
Aeries Shares Put Exchange Right	(2)							(2)	(2)	See footnote(2)	(2)		59,110	I	See footnote(3)
Aeries Shares Call Exchange Right	(2)							(2)	(2)	See footnote(2)	(2)		59,110	I	See footnote(3)

Explanation of Responses:

1. On September 22, 2025, pursuant to the terms of certain Exchange Agreement, dated as of November 6, 2023 (as amended, the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aeries Technology Group Business Accelerators Private Limited ("Aeries"), the Reporting Person, and the other parties thereto, the Reporting Person exercised his right to exchange 59,110 ordinary shares of Aeries, par value INR 10 per share (the "Aeries Shares"), for Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of the Issuer, at an exchange rate of 14.40 Class A Ordinary Shares for each Aeries Share (the "Exchange").

2. The Exchange Agreement provides that the Reporting Person may exercise his right to have the Issuer exchange his Aeries Shares for Class A Ordinary Shares upon the satisfaction of certain conditions included in the Exchange Agreement. The Issuer determined that the exercise conditions were satisfied as of March 26, 2024 and, pursuant to the terms of the Exchange Agreement, after April 1, 2024, the Reporting Person had the right to exchange 100% of his Aeries Shares. As previously reported, pursuant to the Exchange Agreement, the Issuer had an Aeries Share Call Exchange Right to effect the Exchange. Upon the Reporting Person's exercise of the Aeries Shares Put Exchange Right, the Issuer's Aeries Shares Call Exchange Right with respect to such Aeries Shares was terminated.

3. Represents Class A Ordinary Shares issuable pursuant to the exercise of exchange rights with respect to Aeries Shares held by the Aeries Employee Stock Option Trust ("ESOP Trust") for which the reporting is person is a beneficiary and assumes distribution of such Aeries Shares by the ESOP Trust to the reporting person prior to an exchange for Class A Ordinary Shares.

	/s/ Daniel S. Webb, as attorney-in-fact for Bhisham Khare	09/24/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transaction did the AERT reporting person disclose on the Form 4?

The report discloses that on 09/22/2025 the reporting person exercised exchange rights to convert 59,110 Aeries Shares into 851,184 Class A Ordinary Shares.

How many Class A Ordinary Shares does the reporting person beneficially own after the transaction?

After the reported exchange, the reporting person beneficially owns 2,507,440 Class A Ordinary Shares.

What exchange rate was used to convert Aeries Shares into Class A shares?

The Form 4 states an exchange rate of 14.40 Class A Ordinary Shares per Aeries Share.

What is the reporting person’s relation to Aeries Technology, Inc. (AERT)?

The reporting person is reported as both a Director and the Chief Executive Officer of the Issuer.

Did the filing mention any ESOP Trust impact on reporting?

Yes. The filing explains that Class A Ordinary Shares issuable upon exchange of Aeries Shares held by the Aeries Employee Stock Option Trust (ESOP Trust) are included in the reporting person’s beneficial ownership assumptions.