HERBERT STEPHEN P 4

What Happened Stephen P. Herbert — Chief Executive Officer, Chairman, and Director of Armada Acquisition Corp. III (AACIU) — is reported on a Form 4 as being associated with the disposition (forfeiture) of 345,083 Class B ordinary shares on February 19, 2026. The shares were forfeited by the Sponsor (Armada Sponsor III LLC) as a result of the underwriters’ partial exercise and waiver of the IPO over‑allotment option; no cash or proceeds were received. The filing lists the transaction code "J" (other acquisition or disposition) and treats these as derivative Class B shares (price and total value: N/A).

Key Details

• Transaction date: February 19, 2026. Form 4 filed March 17, 2026 (filed late — 27 days after the transaction).
• Security: 345,083 Class B Ordinary Shares (derivative). Price/amount received: none (forfeiture).
• Footnote highlights:
  • Class B shares convert one-for-one to Class A at the issuer’s initial business combination or earlier at holder’s option.
  • The forfeiture resulted from the underwriters partially exercising the over‑allotment and issuing a waiver; 345,083 Sponsor Class B shares were forfeited for no consideration.
  • The shares are held directly by the Sponsor; Herbert is a managing member of the Sponsor and may be deemed to beneficially own them but disclaims ownership except for any pecuniary interest.
• Filing timeliness: This Form 4 was filed late (more than the 2 business days normally required), which affects the promptness of public disclosure.

Context This was not an open‑market sale by Herbert but a Sponsor forfeiture tied to IPO over‑allotment mechanics — the Sponsor surrendered Class B shares rather than transferring them to a third party for cash. For retail investors, forfeitures like this are administrative/capital-structure events and do not necessarily indicate the insider’s personal trading intent or view of the company.