Irenic proposes $10–$11 buyout of Reservoir Media (RSVR) stake

Rhea-AI Filing Summary

Irenic Capital Management filed Amendment No. 5 to its Schedule 13D on Reservoir Media, Inc., updating its ownership and intentions. Irenic reports beneficial ownership of 6,106,176 common shares, or 9.3% of Reservoir’s outstanding stock, based on 65,600,219 shares outstanding as of January 26, 2026.

The position was acquired using working capital, with an aggregate purchase price of about $40.8 million, excluding commissions. Irenic states it remains supportive of management and considers Reservoir’s securities undervalued. It has submitted a nonbinding proposal to acquire 100% of the company’s equity for cash at $10.00 to $11.00 per share, subject to several conditions, including reaching agreement with the current management team on their continued employment and an option for certain major stakeholders to participate in the deal.

Positive

• Irenic buyout proposal at a premium range: Irenic Capital submitted a nonbinding offer to acquire 100% of Reservoir Media’s equity for cash at $10.00–$11.00 per share, signaling potential take-private or change-of-control optionality for existing shareholders.

Negative

• None.

Insights

Event-driven equity analyst

Irenic proposes a conditional buyout of Reservoir Media at $10–$11 per share.

Irenic Capital Management now reports owning 6,106,176 Reservoir Media shares, or 9.3% of the company, purchased for about $40,846,953. This substantial stake underpins a newly disclosed, nonbinding proposal to acquire all outstanding equity for cash at $10.00 to $11.00 per share.

The proposal is explicitly subject to multiple conditions, including agreement with Reservoir’s existing management team on their continued employment after any acquisition and an option for certain major stakeholders to participate. These conditions mean transaction certainty is low at this stage, and outcomes depend on negotiations among Irenic, management, and key shareholders.

This amendment signals a potential change in Reservoir’s ownership and strategic direction if a deal is ultimately agreed and completed. Subsequent company communications and future SEC filings will clarify whether negotiations progress, whether terms change from the initial $10–$11 range, and if any definitive transaction emerges from this proposal.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Reservoir Media, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

IRENIC CAPITAL MANAGEMENT LP
767 Fifth Avenue, 15th Floor,
New York, NY, 10153
(646) 993-6330

ANDREW FREEDMAN
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
(212) 451-2300

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

02/26/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Irenic Capital Management LP

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)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,106,176.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,106,176.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,106,176.00

12

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

13

Percent of class represented by amount in Row (11)

9.3 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Reservoir Media, Inc.
(c)	Address of Issuer's Principal Executive Offices: 200 VARICK STREET, SUITE 801, NEW YORK, NEW YORK , 10014.
Item 1 Comment: The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,106,176 Shares beneficially owned by the Reporting Person is approximately $40,846,953, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: Irenic Capital continues to be supportive of the Issuer's management, and to believe that the securities of the Issuer are undervalued and represent an attractive investment opportunity, especially in light of management's expertise. As a result, Irenic Capital submitted a nonbinding proposal to acquire 100% of the Issuer's outstanding equity at a price, per share in cash, between $10.00 to $11.00 per share. The proposal is subject to a number of conditions, including Irenic Capital reaching agreement with the existing management team regarding their continued employment by the Issuer following an acquisition. Irenic Capital's proposal also included an option for certain major stakeholders to participate in the acquisition.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: See rows (11) and (13) of the cover page to this Amendment No. 5 for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 65,600,219 Shares outstanding as of January 26, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 4, 2026. As of the date hereof, the Reporting Person beneficially owned 6,106,176 Shares, constituting approximately 9.3% of the Shares outstanding.
(c)	Item 5(c) is amended and restated to read as follows: The transactions in the Shares effected by the Reporting Person since the filing of Amendment No. 4 to the Schedule 13D, which were all in the open market, are set forth in Exhibit 1 and attached hereto.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities.

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.

Irenic Capital Management LP

Signature:	/s/ Adam Katz
Name/Title:	Adam Katz, Managing Member of Irenic Capital Management GP LLC, its general partner
Date:	03/02/2026

FAQ

What stake does Irenic Capital hold in Reservoir Media (RSVR)?

Irenic Capital beneficially owns 6,106,176 shares of Reservoir Media common stock, representing about 9.3% of the company. This percentage is based on 65,600,219 shares outstanding as of January 26, 2026, as reported in Reservoir’s Form 10-Q.

What acquisition proposal did Irenic make for Reservoir Media (RSVR)?

Irenic submitted a nonbinding proposal to acquire 100% of Reservoir Media’s equity for cash at a price between $10.00 and $11.00 per share. The proposal outlines a full buyout of all outstanding shares, subject to several stated conditions.

What conditions apply to Irenic’s buyout proposal for Reservoir Media (RSVR)?

The proposal is conditional on Irenic reaching agreement with existing management regarding their continued employment after any acquisition. It also includes an option for certain major stakeholders to participate in the transaction, making terms and ultimate execution dependent on further negotiations.

How much has Irenic Capital spent acquiring Reservoir Media (RSVR) shares?

Irenic reports an aggregate purchase price of approximately $40,846,953 for the 6,106,176 shares it beneficially owns, excluding brokerage commissions. The filing notes that shares were purchased with working capital, which may include margin loans from brokerage firms in the ordinary course of business.

How does Irenic Capital view Reservoir Media’s (RSVR) valuation and management?

Irenic states it remains supportive of Reservoir’s management and believes the company’s securities are undervalued, describing them as an attractive investment opportunity. This favorable view, combined with management’s expertise, underpins Irenic’s decision to propose acquiring all outstanding equity at a cash premium.

Were Irenic’s Reservoir Media (RSVR) trades on the open market?

The amendment explains that transactions in Reservoir shares since the prior amendment were all effected in the open market. Specific trade details are listed in Exhibit 1 – Transactions in Securities, which is attached as material to be filed as an exhibit.