Reservoir Media insider filing: RSUs to director, large fund stake disclosed
Rhea-AI Filing Summary
Reservoir Media, Inc. (RSVR) reported insider transactions by ER Reservoir LLC and affiliated Richmond Hill entities showing equity awards to director Ryan P. Taylor and large fund holdings. Mr. Taylor was granted 10,430 RSUs that vest July 28, 2026, contingent on continued board service, and received 651 DSUs (calculated at a $7.67 closing price) that will be settled in shares on July 28, 2026. The filing shows the Fund directly holds 9,896,145 shares and related reporting persons may be deemed beneficial owners of portions of the Fund holdings (for example, 3,753,710 shares attributed to certain managers). Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.
Positive
- Director compensation is equity-based (10,430 RSUs and 651 DSUs), which aligns the director's economic interests with shareholders upon settlement.
- Transparent disclosure of large Fund holdings (9,896,145 shares directly held by the Fund) and attribution to affiliated managers provides clarity on concentration of ownership.
Negative
- Complex, layered ownership structure across multiple affiliated reporting persons necessitates disclaimers and may complicate assessing true beneficial ownership.
- RSUs and DSUs settle in the future (July 28, 2026), so the potential increase in outstanding shares from settlement is not immediate but will occur if units convert.
Insights
TL;DR: Director equity awards and large fund holdings align director and fund interests but create complex ownership disclosures.
The Form 4 documents annual RSUs (10,430) and quarterly DSUs (651) granted to non-employee director Ryan P. Taylor, both settling July 28, 2026, which aligns director compensation with shareholder value through equity-based pay. The filing also details that ER Reservoir LLC's Fund directly holds 9,896,145 shares and connected entities are disclosed with specific share attributions (e.g., 3,753,710 shares). Multiple entities and disclaimers indicate layered ownership and potential group status; the filing carefully disclaims broad beneficial ownership except for pecuniary interests. This is routine for institutional holders and director awards but increases disclosure complexity for investors tracking insider and affiliated holdings.
TL;DR: Modest director grants and substantial fund holdings are disclosed; impact is informational and not an operational change.
The reported awards consist of restricted stock units and deferred stock units that convert to common shares at no cash cost for RSUs and at a settlement price basis for DSUs. The DSU grant used a $7.67 closing price to calculate units. The aggregate direct Fund position reported (9,896,145 shares) and other attributed positions clarify concentration among affiliated holders. There are no sales or purchases for cash by the individual director reported; the transactions are compensation-related and scheduled for future settlement, so the filing is primarily a governance/ownership disclosure rather than a liquidity event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, $0.0001 par value | 10,430 | $0.00 | -- |
| Grant/Award | Common stock, $0.0001 par value | 651 | $7.67 | $5K |
| holding | Common stock, $0.0001 par value | -- | -- | -- |
Footnotes (1)
- The Shares being reported represent Restricted Stock Units ("RSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan") to Ryan P. Taylor. Each RSU represents a contingent right to receive one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The RSUs were issued in connection with Mr. Taylor's annual equity compensation for service as a non-employee director. The RSUs will vest on July 28, 2026, subject to Mr. Taylor's continued service on the board of directors (the "Board") of the Issuer on such date. The Shares being reported represent Deferred Stock Units ("DSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan") to Ryan P. Taylor. Each DSU is the economic equivalent of one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The DSUs were issued in connection with Mr. Taylor's quarterly compensation for service as a non-employee director. Mr. Taylor elected to receive payment of his quarterly compensation in DSUs in lieu of cash. The DSUs will be settled in shares of Common Stock on July 28, 2026 (the "Settlement Date"). The number of DSUs received was calculated based on $7.67, which was the closing price of the Issuer's Common Stock on the date of grant. Amount of securities beneficially owned following the reported transactions includes 10,430 shares of Common Stock underlying RSUs and 3,852 shares of Common Stock underlying DSUs awarded to Mr. Taylor for service as a non-employee director of the Issuer. Due to his position as the manager of the general partner of a manager of ER Reservoir LLC (the "Fund"), Mr. Taylor has directed the Issuer to transfer shares issued upon settlement of the RSUs and DSUs into the account of the Fund on the applicable Settlement Date. Mr. Taylor disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein. The Reporting Persons listed on this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such group. The amount of securities shown in this row is owned directly by the Fund. As a manager of the Fund, Richmond Hill Investments, LLC (the "RHI Manager") may be deemed to be a beneficial owner of 9,896,145 of the Issuer's securities held by the Fund. As a manager of the Fund, Richmond Hill Investment Co., LP (the "RHIC Manager") may be deemed to be a beneficial owner of 3,753,710 of the Issuer's securities held by the Fund. As the general partner of the RHIC Manager, Richmond Hill Capital Management, LLC (the "General Partner") may be deemed to be a beneficial owner of 3,753,710 of the Issuer's securities held by the Fund. As the manager of the RHI Manager, Essex Equity Holdings, LLC (the "EEH Manager") may be deemed to be a beneficial owner of 9,896,145 of the Issuer's securities held by the Fund. (continued in footnote 7) (Continued from footnote 6) As the manager of the EEH Manager, John D. Liu may be deemed to be a beneficial owner of 9,896,145 of the Issuer's securities held by the Fund. As the manager of the General Partner, Ryan P. Taylor may be deemed to be a beneficial owner of 3,753,710 of the Issuer's securities held by the Fund. The amount of securities shown in this row also reflects a transfer of a total of 57,062 shares of Common Stock received upon the settlement of previously issued RSUs and DSUs that Mr. Taylor directed to be transferred to the account of the Fund due to his position as the manager of the general partner of a manager of the Fund. Each of the RHI Manager, the RHIC Manager, the General Partner, the EEH Manager, Mr. Liu and Mr. Taylor disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of its or his respective pecuniary interest therein. The Reporting Persons listed on this Form 4 may be deemed members of a group with Essex Equity Joint Investment Vehicle, LLC and certain of its affiliates (collectively, the "Essex Entities") and Richmond Hill Capital Partners, LP and certain of its affiliates (collectively, the "RHCP Entities"), which have each previously filed a Form 3 and Form 4's with respect to equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group with any of the Essex Entities or the RHCP Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Essex Entities and the RHCP Entities, except to the extent of their pecuniary interests therein.
