Aeries Technology CEO reports 10.5% stake

CEO Bhisham Khare now reports beneficial ownership of 581,828 AERT Class A shares, or 10.5% of the class, after new stock option grants.

Rhea-AI Filing Summary

Aeries Technology, Inc. (AERT) is the subject of this Amendment No. 4 to a Schedule 13D filed by its Chief Executive Officer, Bhisham (Ajay) Khare, updating his beneficial ownership of the company’s Class A Ordinary Shares. Khare reports beneficial ownership of 581,828 Class A Ordinary Shares, representing 10.5% of the class, including shares underlying exchange rights and stock options. The amendment states his percentage ownership increased by more than 1% due to a newly granted stock option for 37,000 shares.

Filing Explained

The September 18 option is vested but not reported as exercised, leaving its potential dilution contingent rather than completed.

The amendment reports a new option granted on September 18, 2026 to acquire 37,000 Class A ordinary shares. It includes those shares in the filer’s beneficial-ownership calculation, but describes them as a right to acquire rather than an issued share.

If exercised, issuing those additional shares would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes. The option vested on the grant date and has an exercise price of $6.91; the filing says the filer paid no cash or other consideration for the reported shares.

The next state to monitor is exercise of the September option: this amendment does not report that step.

Key Figures

Beneficially owned Class A Ordinary Shares: 581,828 shares Ownership percentage: 10.5% Class A Ordinary Shares outstanding: 5,247,852 shares +5 more

8 metrics

Beneficially owned Class A Ordinary Shares 581,828 shares Shares beneficially owned by Bhisham Khare as reported in Amendment No. 4

Ownership percentage 10.5% Percent of Class A Ordinary Shares represented by 581,828 shares

Class A Ordinary Shares outstanding 5,247,852 shares Outstanding as of August 5, 2026, from the issuer’s Form 10-Q

Exchange ratio for ATG Shares 1.8 Class A Ordinary Shares per ATG Share Under Exchange Agreement for 59,110 ATG Shares held via ESOP Trust

ATG Shares exchangeable 59,110 shares ATG Shares that may be exchanged, yielding 106,398 Class A Ordinary Shares

Stock Option May 28, 2026 125,000 shares at $5.984 per share Option granted to Bhisham Khare, vested on grant date

Stock Option September 18, 2026 37,000 shares at $6.91 per share Option granted to Bhisham Khare, vested on grant date

Exchange Shares deemed beneficially owned 106,398 shares Class A Ordinary Shares issuable upon exchange of ATG Shares

Key Terms

beneficial ownership, Exchange Agreement, Stock Option, Equity Incentive Plan, +2 more

6 terms

beneficial ownership financial

"The aggregate number and percentage of the Class A Ordinary Shares beneficially owned"

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

"pursuant to that certain Exchange Agreement (the "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

"approved the grant of a Stock Option exercisable for 125,000"

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.

Equity Incentive Plan financial

"pursuant to the Company's 2023 Equity Incentive Plan, as amended"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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

"deemed to be outstanding shares of Common Stock pursuant to Rule 13d-3(d)(1)"

Aeries Employee Stock Option Trust financial

"held by the Aeries Employee Stock Option Trust ("ESOP Trust")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in AERT does CEO Bhisham Khare report in this Schedule 13D/A?

He reports beneficial ownership of 581,828 Class A Ordinary Shares of Aeries Technology, Inc., representing 10.5% of the outstanding Class A Ordinary Shares, based on a deemed outstanding share count calculated under Rule 13d-3(d)(1).

Why did Bhisham Khare’s reported percentage ownership in AERT increase in Amendment No. 4?

The amendment states that his percentage of outstanding Class A Ordinary Shares increased by more than 1% as a result of the issuer granting him a Stock Option exercisable for 37,000 Class A Ordinary Shares on September 18, 2026.

How many AERT shares can Bhisham Khare acquire under exchange rights and what is the exchange ratio?

He is deemed to have beneficial ownership of 106,398 Class A Ordinary Shares issuable under an Exchange Agreement, allowing exchange of 59,110 ATG Shares at a rate of 1.8 Class A Ordinary Shares per ATG Share, subject to specified conditions.

What stock options for AERT shares does Bhisham Khare hold according to this filing?

He holds (i) a Stock Option for 125,000 shares granted May 28, 2026 at an exercise price of $5.984 per share and (ii) a Stock Option for 37,000 shares granted September 18, 2026 at an exercise price of $6.91 per share, each vested on the grant date.

What share count was used to calculate Bhisham Khare’s 10.5% ownership in AERT?

The 10.5% figure is based on 5,247,852 Class A Ordinary Shares outstanding as of August 5, 2026, plus the Exchange Shares and the Option Shares, as described under Rule 13d-3(d)(1) of the Exchange Act.

What voting and dispositive power over AERT shares does Bhisham Khare report?

He reports sole voting power over 581,828 shares and sole dispositive power over 581,828 shares, with no shared voting or dispositive power reported for the Class A Ordinary Shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 07:31 PM Accepted by SEC EDGAR 09/22/2026 - 07:30 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. 4)

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)

09/18/2026

(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 581,828.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 581,828.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

581,828.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

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"), (ii) the right to acquire 125,000 Class A Ordinary Shares (the "May 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 (the "Plan") and (iii) the right to acquire 37,000 Class A Ordinary Shares (the "September Option Shares" and together with the May Option Shares, the "Option Shares") upon the exercise of a Stock Option granted September 18, 2026 pursuant to the Plan. Note to Row 13: The percentages reported in this Amendment No. 4 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) 5,247,852 Class A Ordinary Shares outstanding as of August 5, 2026 (according to the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 10, 2026 (the "Form 10-Q")) 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. 4 to Schedule 13D ("Amendment No. 4") 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, Amendment No. 2 filed on September 10, 2025 and Amendment No. 3, filed on July 1, 2026, the "Schedule 13D"). This Amendment No. 4 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 37,000 Class A Ordinary Shares. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 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. On September 18, 2026, the Issuer's Compensation Committee of the Board of Directors approved the grant of a Stock Option exercisable for 37,000 at an exercise price of $6.91 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)	581,828
(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:	09/22/2026