Air Water Ventures corrects CEO performance share count
The reported position includes award units whose vesting depends on continued employment, financial targets and share-price conditions.
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Form Type
3/A
Rhea-AI Filing Summary
Air Water Ventures Ltd (WATR) reports CEO Peter Carr's beneficial ownership of 1,853,124 ordinary shares, including 1,131,124 restricted stock units (RSUs) and 722,000 performance-based restricted stock units (PSUs). The amendment corrects the previously reported PSU count from 717,856 to 722,000 and revises award vesting terms. RSUs vest in three equal annual installments on November 1, 2026, November 1, 2027 and November 1, 2028, subject to continuous employment through each vesting date; PSU vesting depends on specified financial and share-price milestones.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Carr Peter
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Ordinary Shares F1, F2, F3, F4 | -- | -- | -- |
Holdings:
Ordinary Shares — 1,853,124 shares (Direct)
Footnotes (4)
- F1. Includes 1,131,124 restricted stock units ("RSUs") granted on August 14, 2026 under the Restricted Stock Unit & Performance-Based Restricted Stock Unit Agreement, dated August 14, 2026, entered into by and between Air Water Ventures Holdings Limited (the "Company") and the Reporting Person (the "RSU Agreement"). The RSUs vest in three equal annual installments on November 1, 2026, November 1, 2027 and November 1, 2028, subject to the Reporting Person's continuous employment through each vesting date. Each RSU represents the right to receive one ordinary share of the Issuer.
- F2. Includes 722,000 performance-based restricted stock units ("PSUs") granted under the RSU Agreement. Each PSU corresponds to the number of Earnout Shares (as defined in the BCA) the Reporting Person would have received had each underlying RSU been an ordinary share, subject to the Second Amendment to Business Combination Agreement (the "BCA").
- F3. (Continued from Footnote 2) The PSUs vest in four equal tranches of 180,500 PSUs upon the following Triggering Events: (i) a Revenue Run Rate (as defined in the BCA) of at least $80,000,000 in the second half of 2027; (ii) an EBITDA Run Rate (as defined in the BCA) of at least $30,000,000 in the second half of 2027; (iii) a Revenue Run Rate of at least $160,000,000 and an EBITDA Run Rate of at least $70,000,000 in the first half of 2028; and (iv) an ordinary share price of at least $20.00 for 30 of 45 days on or before June 30, 2028, subject to equitable adjustment. Each PSU represents the right to receive one ordinary share of the Issuer.
- F4. This amendment corrects the Reporting Person's Form 3 filed on August 14, 2026 to report 722,000 PSUs instead of 717,856, resulting in total beneficial ownership of 1,853,124 ordinary shares, and to correct the vesting schedule of the RSUs and vesting conditions of the PSUs.
Key Figures
Beneficial ownership: 1,853,124 ordinary shares
Restricted stock units: 1,131,124 RSUs
Performance-based restricted stock units: 722,000 PSUs
+5 more
8 metrics
Beneficial ownership
1,853,124 ordinary shares
Total beneficial ownership reported for Peter Carr
Restricted stock units
1,131,124 RSUs
Granted August 14, 2026
Performance-based restricted stock units
722,000 PSUs
Reported total under the RSU Agreement
PSU tranche
180,500 PSUs
Each of four equal tranches
Revenue Run Rate trigger
At least $80,000,000
Second half of 2027
EBITDA Run Rate trigger
At least $30,000,000
Second half of 2027
2028 PSU financial triggers
At least $160,000,000 Revenue Run Rate and at least $70,000,000 EBITDA Run Rate
First half of 2028
Ordinary share price trigger
At least $20.00 per share
For 30 of 45 days on or before June 30, 2028
Key Terms
restricted stock units, performance-based restricted stock units, Revenue Run Rate, EBITDA Run Rate
4 terms
restricted stock units financial
"Includes 1,131,124 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"Includes 722,000 performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Revenue Run Rate financial
"Revenue Run Rate of at least $80,000,000"
Revenue run rate is an annualized estimate of a company's future sales based on its most recent revenue over a short period—for example, multiplying one month’s revenue by 12 to project a year. Investors use it as a quick snapshot of current business momentum, like using a car’s current speed to estimate how far it will travel in a year, but it can be misleading if recent results are unusual or seasonal.
EBITDA Run Rate financial
"EBITDA Run Rate of at least $30,000,000"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do Peter Carr's WATR RSUs vest?
The 1,131,124 RSUs vest in three equal annual installments on November 1, 2026, November 1, 2027 and November 1, 2028, subject to continuous employment through each vesting date.
What milestones trigger Peter Carr's WATR PSUs?
The 722,000 PSUs vest in four equal tranches of 180,500 upon these events: Revenue Run Rate of at least $80,000,000 in the second half of 2027; EBITDA Run Rate of at least $30,000,000 in the second half of 2027; Revenue Run Rate of at least $160,000,000 and EBITDA Run Rate of at least $70,000,000 in the first half of 2028; and an ordinary share price of at least $20.00 for 30 of 45 days on or before June 30, 2028, subject to equitable adjustment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
