Air Water Ventures COO corrects performance share count
The reported awards include time-based RSUs and PSUs tied to specified revenue, EBITDA and share-price hurdles.
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Form Type
3/A
Rhea-AI Filing Summary
Air Water Ventures Ltd COO Ryan Patrick Bibbo reports total beneficial ownership of 1,363,394 ordinary shares, including 831,394 restricted stock units (RSUs) and 532,000 performance-based restricted stock units (PSUs). The amendment corrects the earlier PSU count from 527,636 to 532,000. The RSUs vest in three equal annual installments, subject to continuous employment; the PSUs vest in four 133,000-unit tranches tied to financial and share-price conditions.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Bibbo Ryan Patrick
Role
COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Ordinary Shares F1, F2, F3, F4 | -- | -- | -- |
Holdings:
Ordinary Shares — 1,363,394 shares (Direct)
Footnotes (4)
- F1. Includes 831,394 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 532,000 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 133,000 PSUs each upon the following Triggering Events: (i) Triggering Event I occurs if the Revenue Run Rate (as defined in the BCA) equals or exceeds $80,000,000 for the second half of 2027; (ii) Triggering Event II occurs if the EBITDA Run Rate (as defined in the BCA) equals or exceeds $30,000,000 for the second half of 2027; (iii) Triggering Event III occurs if, for the first half of 2028, (a) the Revenue Run Rate equals or exceeds $160,000,000 and (b) the EBITDA Run Rate equals or exceeds $70,000,000; and (iv) Triggering Event IV occurs if the ordinary share price is greater than or equal to $20.00, subject to equitable adjustment, for 30 out of 45 days on or before June 30, 2028. 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 532,000 PSUs instead of 527,636, resulting in total beneficial ownership of 1,363,394 ordinary shares, and to correct the vesting schedule of the RSUs and the vesting conditions of the PSUs.
Key Figures
Total beneficial ownership: 1,363,394 ordinary shares
Restricted stock units: 831,394 RSUs
Performance-based restricted stock units: 532,000 PSUs
+5 more
8 metrics
Total beneficial ownership
1,363,394 ordinary shares
Reported by Ryan Patrick Bibbo
Restricted stock units
831,394 RSUs
Granted August 14, 2026
Performance-based restricted stock units
532,000 PSUs
Corrected count in the amendment
Earlier PSU count
527,636 PSUs
Count corrected by the amendment
PSU tranche
133,000 PSUs
Each of four equal tranches
Revenue Run Rate threshold
$80,000,000
Second half of 2027
EBITDA Run Rate threshold
$30,000,000
Second half of 2027
Ordinary share price threshold
$20.00
For 30 out of 45 days on or before June 30, 2028, subject to equitable adjustment
Key Terms
restricted stock units, performance-based restricted stock units, Revenue Run Rate, EBITDA Run Rate, +1 more
5 terms
restricted stock units financial
"831,394 restricted stock units ("RSUs")"
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
"532,000 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 equals or exceeds $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 equals or exceeds $30,000,000"
Triggering Events financial
"upon the following Triggering Events"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do Ryan Patrick Bibbo's WATR RSUs vest?
The 831,394 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.
What are the vesting conditions for Ryan Patrick Bibbo's WATR PSUs?
The 532,000 PSUs vest in four equal tranches of 133,000 each upon four triggering events: Revenue Run Rate equals or exceeds $80,000,000 for the second half of 2027; EBITDA Run Rate equals or exceeds $30,000,000 for the second half of 2027; for the first half of 2028, Revenue Run Rate equals or exceeds $160,000,000 and EBITDA Run Rate equals or exceeds $70,000,000; and the ordinary share price is at least $20.00 for 30 out of 45 days on or before June 30, 2028, subject to equitable adjustment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
