Air Water Ventures COO reports 1.36M share stake
Air Water Ventures Ltd (WATR) reported the initial share ownership of its COO, Ryan Patrick Bibbo, in an insider filing.
Rhea-AI Filing Summary
Air Water Ventures Ltd (WATR) reported the initial share ownership of its COO, Ryan Patrick Bibbo, in an insider filing. The filing lists 1,359,030 ordinary shares beneficially owned following the reported holdings entry, on a direct ownership basis.
This amount includes 831,394 restricted stock units (RSUs) granted on August 14, 2026 that vest 25% on the 6‑month anniversary of the Closing, with the remaining 75% vesting in equal quarterly installments until the 2‑year anniversary, subject to continued employment. It also includes 527,636 performance-based RSUs (PSUs) that can vest in four equal tranches if specified revenue, EBITDA, and share price performance targets are achieved on or before the stated dates, with each RSU or PSU representing the right to receive one ordinary share.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Bibbo Ryan Patrick
Role
COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Ordinary Shares F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Ordinary Shares — 1,359,030 shares (Direct)
Footnotes (3)
- 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 as to 25% on the 6-month anniversary of the Closing, with the remaining 75% vesting in equal quarterly installments thereafter until fully vested on the 2-year anniversary of the Closing (as defined in the RSU Agreement), 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 527,636 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 upon the following Triggering Events: (i) Triggering Event I occurs if, on or prior to the quarter ending December 31, 2027, the Revenue Run Rate (as defined in the BCA) equals or exceeds $80,000,000; (ii) Triggering Event II occurs if, on or prior to the quarter ending December 31, 2027, the EBITDA Run Rate (as defined in the BCA) equals or exceeds $30,000,000; (iii) Triggering Event III occurs if, on or prior to the quarter ending June 30, 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, within the Earnout Period (the period beginning on the 6-month anniversary of the Closing and ending on the 18-month anniversary of the Closing), the ordinary share price is greater than or equal to $20.00, subject to equitable adjustment. Each PSU represents the right to receive one ordinary share of the Issuer.
Key Figures
Ordinary shares beneficially owned: 1,359,030 shares
Restricted stock units (RSUs): 831,394 units
Performance-based restricted stock units (PSUs): 527,636 units
+5 more
8 metrics
Ordinary shares beneficially owned
1,359,030 shares
Total ordinary shares reported as owned following the holdings entry
Restricted stock units (RSUs)
831,394 units
RSUs granted on August 14, 2026 under the RSU Agreement
Performance-based restricted stock units (PSUs)
527,636 units
PSUs granted under the RSU Agreement tied to performance triggers
Revenue Run Rate Trigger I
$80,000,000
Revenue Run Rate threshold for Triggering Event I by quarter ending December 31, 2027
EBITDA Run Rate Trigger I
$30,000,000
EBITDA Run Rate threshold for Triggering Event I by quarter ending December 31, 2027
Revenue Run Rate Trigger III
$160,000,000
Revenue Run Rate threshold for Triggering Event III by quarter ending June 30, 2028
EBITDA Run Rate Trigger III
$70,000,000
EBITDA Run Rate threshold for Triggering Event III by quarter ending June 30, 2028
Share price trigger
$20.00 per share
Ordinary share price required for Triggering Event IV within the Earnout Period
Key Terms
restricted stock units, performance-based restricted stock units, Revenue Run Rate, EBITDA Run Rate, +1 more
5 terms
restricted stock units financial
"Includes 831,394 restricted stock units ("RSUs") granted on August 14, 2026"
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 527,636 performance-based restricted stock units ("PSUs") granted under the RSU Agreement"
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
"Triggering Event I occurs if... the 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
"Triggering Event II occurs if... the EBITDA Run Rate equals or exceeds $30,000,000"
Earnout Period financial
"Triggering Event IV occurs if, within the Earnout Period... the ordinary share price"
FAQ
What insider ownership did the COO report in Form 3 for WATR?
The COO reported beneficial ownership of 1,359,030 ordinary shares of Air Water Ventures Ltd. This total includes time-vested RSUs and performance-based PSUs, each representing the right to receive one ordinary share upon vesting.
How many RSUs does the COO of WATR hold under the August 14, 2026 grant?
The COO holds 831,394 restricted stock units (RSUs) granted on August 14, 2026. These RSUs vest 25% on the 6‑month anniversary of the Closing, with the remaining 75% vesting in equal quarterly installments through the 2‑year anniversary, subject to continued employment.
What are the performance-based PSUs reported by the WATR COO and how many are there?
The filing lists 527,636 performance-based restricted stock units (PSUs) for the COO. Each PSU represents one ordinary share and vests in four equal tranches if specified revenue, EBITDA run rate, and share price conditions are met by the stated future dates.
What revenue and EBITDA run rate targets affect PSU vesting for WATR’s COO?
PSUs vest in tranches if performance targets are met, including $80,000,000 Revenue Run Rate and $30,000,000 EBITDA Run Rate by the quarter ending December 31, 2027, with higher revenue and EBITDA thresholds required for later tranches.
Are the COO’s WATR equity transactions subject to Section 16(b) and 16(c)?
The remarks state that, due to Air Water Ventures Ltd’s status as a foreign private issuer, the reporting person’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.
AI-generated analysis. How Rhea-AI works. Not financial advice.
