|4Feb 23, 8:06 PM ET

Armada Sponsor III LLC 4

4 · Armada Acquisition Corp. III · Filed Feb 23, 2026

Research Summary

AI-generated summary of this filing

Updated

Armada (AACIU) 10% Owner Armada Sponsor III LLC Forfeits 345,083 Shares

What Happened

  • Armada Sponsor III LLC (a 10% owner / sponsor entity) reported a disposition of 345,083 Class B Ordinary Shares on Feb 19, 2026. The shares were forfeited for no consideration (not sold on the open market). The Form 4 was filed on Feb 23, 2026.
  • No price or cash value is reported for this transaction because the shares were forfeited (derivative disposition, transaction code J).

Key Details

  • Transaction date: Feb 19, 2026; Form 4 filed: Feb 23, 2026.
  • Price / value: N/A — shares were forfeited for no consideration.
  • Shares owned after transaction: Not specified in the filing.
  • Footnotes:
    • F1: Class B Ordinary Shares have no expiration date and convert one-for-one into Class A Ordinary Shares at the issuer’s initial business combination (or earlier at the holder’s option).
    • F2: The forfeiture resulted from the underwriters’ partial exercise of the IPO over-allotment (overallotment option). The underwriters purchased additional public units and waived the unexercised portion of the option, triggering forfeiture of 345,083 Class B shares that were subject to forfeiture per the S-1.
  • Transaction type: derivative disposition (code J). This was an administrative forfeiture tied to IPO overallotment mechanics, not an open-market sale.

Context

  • This action reflects an automatic/contractual adjustment related to the underwriters’ over-allotment and the sponsor’s forfeiture provisions in the registration statement — it’s not a managerial insider selling stock into the market.
  • As a 10% owner and sponsor entity, this filing represents institutional/structural ownership changes tied to the IPO mechanics rather than a personal trading signal.

Insider Transaction Report

Form 4
Period: 2026-02-19
Transactions
  • Other

    Class B Ordinary Shares

    [F1][F2]
    2026-02-19345,0838,252,834 total
    Class A Ordinary Shares (8,252,834 underlying)
Footnotes (2)
  • [F1]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.
  • [F2]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.
Signature
/s/ Stephen P. Herbert, Managing Member of Armada Sponsor II LLC|2026-02-23

Documents

1 file
  • 4
    ownership.xmlPrimary

    4