Aeries Technology (AERT) CEO reports 9.1% beneficial stake in latest filing

Rhea-AI Filing Summary

Aeries Technology CEO Bhisham Khare has updated his ownership disclosure, reporting beneficial ownership of 544,828 Class A Ordinary Shares, equal to 9.1% of the class under SEC beneficial ownership rules. This figure includes both currently held shares and rights to acquire additional shares.

The amount reflects 106,398 Class A Ordinary Shares issuable under an Exchange Agreement tied to 59,110 shares of Aeries Technology Group Business Accelerators Private Limited held through the Aeries Employee Stock Option Trust, at an exchange ratio of 1.8 Aeries shares per ATG share. It also includes a Stock Option, granted on May 28, 2026, exercisable for 125,000 Class A Ordinary Shares at an exercise price of $5.984 per share, which vested on the grant date.

The 9.1% ownership percentage is calculated based on 5,739,349 Class A Ordinary Shares outstanding as of June 12, 2026, plus the additional shares Khare has the right to acquire through the exchange rights and the vested stock option. The filing notes that there were no reportable share transactions by Khare during the period covered.

Key Figures

Beneficial ownership: 544,828 Class A Ordinary Shares Ownership percentage: 9.1% of Class A Ordinary Shares Shares outstanding: 5,739,349 Class A Ordinary Shares +5 more

8 metrics

Beneficial ownership 544,828 Class A Ordinary Shares Aggregate shares beneficially owned by Bhisham Khare

Ownership percentage 9.1% of Class A Ordinary Shares Percent of class represented by 544,828 shares

Shares outstanding 5,739,349 Class A Ordinary Shares Outstanding as of June 12, 2026

Exchangeable shares 106,398 Class A Ordinary Shares Issuable under Exchange Agreement for 59,110 ATG shares

Stock option size 125,000 Class A Ordinary Shares Shares underlying option granted May 28, 2026

Option exercise price $5.984 per share Exercise price of the 125,000-share option

ATG shares 59,110 ATG Shares Underlying shares in Aeries Technology Group Business Accelerators

Exchange ratio 1.8 Class A shares per ATG share Ratio under the Exchange Agreement

Key Terms

beneficial ownership, Exchange Agreement, Stock Option, Aeries Employee Stock Option Trust, +1 more

5 terms

beneficial ownership financial

"the percentage of outstanding Class A Ordinary Shares that the Reporting Person may be deemed to beneficially own increased by more than one percent"

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.

Exchange Agreement financial

"the right to acquire up to 106,398 Class A ordinary shares ... pursuant to that certain Exchange Agreement"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

Stock Option financial

"the right to acquire 125,000 Class A Ordinary Shares (the "Option Shares") upon the exercise of a Stock Option granted on May 28, 2026"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

Aeries Employee Stock Option Trust financial

"exchange rights by the Aeries Employee Stock Option Trust ("ESOP Trust"), for which the reporting person is a beneficiary"

Rule 13d-3(d)(1) regulatory

"based upon the deemed to be outstanding shares of Common Stock pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934"

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Available on EDGAR 07/01/2026 - 09:30 PM Accepted by SEC EDGAR 07/01/2026 - 09:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Aeries Technology, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0008 par value

(Title of Class of Securities)

G0136H128

(CUSIP Number)

Bhisham Khare
c/o Aeries Technology, Inc., 60 Paya Lebar Road, #08-13,
Paya Lebar Square, U0, 409051
(919) 228-6404

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G0136H128

1

Name of reporting person

Bhisham Khare

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 544,828.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 544,828.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

544,828.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7 and 9: Includes (i) the right to acquire up to 106,398 Class A ordinary shares, par value $0.0008 per share (the "Class A Ordinary Shares"), of Aeries Technology, Inc. (the "Issuer") pursuant to that certain Exchange Agreement (the "Exchange Agreement") (see Item 6), issuable pursuant to the exercise of exchange rights by the Aeries Employee Stock Option Trust ("ESOP Trust"), for which the reporting person is a beneficiary, and assumes distribution of the underlying shares by the ESOP Trust to the reporting person prior to an exchange for Class A Ordinary Shares (the "Exchange Shares") and (ii) the right to acquire 125,000 Class A Ordinary Shares (the "Option Shares") upon the exercise of a Stock Option granted on May 28, 2026 pursuant to the Company's 2023 Equity Incentive Plan, as amended. Note to Row 13: The percentages reported in this Amendment No. 3 to Schedule 13D (this "Amendment") are based upon the deemed to be outstanding shares of Common Stock pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended ("Rule 13d-3(d)(1)"), which includes (i) 5,739,349 Class A Ordinary Shares outstanding as of June 12, 2026 (according to the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 12, 2026 (the "Form 8-K")) plus (ii) the Exchange Shares, plus (iii) the Option Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0008 par value
(b)	Name of Issuer: Aeries Technology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 60 Paya Lebar Road, #08-13, Paya Lebar Square, SINGAPORE , 409051.
Item 1 Comment: 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. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Bhisham (Ajay) Khare
(b)	The principal business address of Mr. Khare is 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore.
(c)	Mr. Khare's principal occupation is Chief Executive Officer of the Issuer.
(d)	No
(e)	No
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	As further described in Item 6, Mr. Khare has a right under an exchange agreement with the Issuer to exchange up to 100% of his 59,110 Class A ordinary shares ("ATG Shares") of Aeries Technology Group Business Accelerators Private Limited ("ATG") for 1.8 Class A Ordinary Shares per ATG Share on and after April 1, 2024, subject to certain exercise conditions. On March 26, 2024, the Issuer determined that such exercise conditions had been met. As such, Mr. Khare is deemed to have beneficial ownership of 106,398 Class A Ordinary Shares, which are issuable pursuant to the exercise of exchange rights under such exchange agreement with respect to the 59,110 ATG Shares held by the Aeries Employee Stock Option Trust ("ESOP Trust"), for which the Reporting Person is a beneficiary. This Schedule 13D assumes distribution of such ATG Shares by the ESOP Trust to the Reporting Person prior to an exchange for Class A Ordinary Shares. The Class A Ordinary Shares are entitled to one vote per share. Additionally, on May 28, 2026, the Issuer's Board of Directors approved the grant of a Stock Option exercisable for 125,000 at an exercise price of $5.984 per share which vested on the grant date, in connection with his services to the Issuer and its subsidiaries. Except as described in this Item 3, the Reporting Person did not pay any cash or other consideration for the shares reported on this Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by the Reporting Person and the number of shares as to which there is sole power to vote or to direct the vote, shares power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of, and the footnotes included on, the cover pages of this Schedule 13D, all of which are incorporated herein by reference.
(b)	544,828
(c)	None
(d)	N/A
(e)	N/A

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.

Bhisham Khare

Signature:	/s/ Bhisham Khare
Name/Title:	Bhisham Khare/Chief Executive Officer
Date:	07/01/2026

FAQ

How many Aeries Technology (AERT) shares does CEO Bhisham Khare now beneficially own?

Bhisham Khare reports beneficial ownership of 544,828 Class A Ordinary Shares, representing 9.1% of the class. This total includes both currently held shares and shares he has the right to acquire under exchange rights and a vested stock option.

What caused the change in Bhisham Khare’s ownership percentage in Aeries Technology (AERT)?

The ownership percentage increased by more than one percentage point due to a Stock Option for 125,000 shares granted on May 28, 2026. This option vests immediately and is included in his reportable beneficial ownership under SEC Rule 13d-3(d)(1).

What are the terms of Bhisham Khare’s new Aeries Technology (AERT) stock option?

Khare received a Stock Option exercisable for 125,000 Class A Ordinary Shares at an exercise price of $5.984 per share. The option was granted on May 28, 2026, vested on the grant date, and was awarded in connection with his services.

How do exchange rights affect Bhisham Khare’s Aeries Technology (AERT) beneficial ownership?

Khare has exchange rights covering 59,110 ATG shares, exchangeable into 106,398 Aeries Class A shares at 1.8 shares per ATG share. Because conditions were met, these issuable shares are counted in his beneficial ownership under the exchange agreement.

What share count did Aeries Technology (AERT) use to calculate Bhisham Khare’s 9.1% stake?

The 9.1% beneficial ownership is based on 5,739,349 Class A Ordinary Shares outstanding as of June 12, 2026, plus the 106,398 exchange shares and the 125,000 option shares Khare can acquire under existing agreements.

Did Bhisham Khare report any recent share purchases or sales of Aeries Technology (AERT)?

The filing states that Khare reported no share transactions during the relevant period. The change in his reported 9.1% stake stems from rights to acquire shares through an exchange agreement and a newly granted vested stock option, rather than open-market trading.