Air Water Ventures CEO holds 1.85M share rights
Air Water Ventures Ltd (WATR) reports initial beneficial ownership for CEO and Director Peter Carr.
Rhea-AI Filing Summary
Air Water Ventures Ltd (WATR) reports initial beneficial ownership for CEO and Director Peter Carr. He holds a total of 1,848,980 ordinary shares, including 1,131,124 RSUs granted August 14, 2026 that vest 25% on the 6‑month anniversary of the Closing and the remaining 75% in equal quarterly installments until the 2‑year anniversary, subject to continued employment. His position also includes 717,856 PSUs that vest in four equal tranches if specified performance triggers are met, including Revenue Run Rate milestones of $80,000,000 and $160,000,000, EBITDA Run Rate milestones of $30,000,000 and $70,000,000, and a share price trigger of $20.00 within the Earnout Period. As a foreign private issuer, the company states that these equity transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Carr Peter
Role
CEO and Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Ordinary Shares F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Ordinary Shares — 1,848,980 shares (Direct)
Footnotes (3)
- 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 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 717,856 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
Total ordinary shares beneficially owned: 1,848,980 shares
Restricted stock units (RSUs): 1,131,124 RSUs
Performance-based restricted stock units (PSUs): 717,856 PSUs
+5 more
8 metrics
Total ordinary shares beneficially owned
1,848,980 shares
Ordinary shares reported as beneficially owned by Peter Carr following the reported holdings
Restricted stock units (RSUs)
1,131,124 RSUs
RSUs granted on August 14, 2026 under the RSU Agreement, each RSU equals one ordinary share
Performance-based restricted stock units (PSUs)
717,856 PSUs
PSUs granted under the RSU Agreement, each PSU equals one ordinary share
Revenue Run Rate Trigger I
$80,000,000
Revenue Run Rate threshold for Triggering Event I on or prior to quarter ending December 31, 2027
EBITDA Run Rate Trigger II
$30,000,000
EBITDA Run Rate threshold for Triggering Event II on or prior to quarter ending December 31, 2027
Revenue Run Rate Trigger III
$160,000,000
Revenue Run Rate threshold for Triggering Event III on or prior to quarter ending June 30, 2028
EBITDA Run Rate Trigger III
$70,000,000
EBITDA Run Rate threshold for Triggering Event III on or prior to quarter ending June 30, 2028
Share price trigger
$20.00 per share
Ordinary share price threshold for Triggering Event IV within the Earnout Period
Key Terms
foreign private issuer, restricted stock units, performance-based restricted stock units, Revenue Run Rate, +2 more
6 terms
foreign private issuer regulatory
"Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b)"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
restricted stock units financial
"Includes 1,131,124 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 717,856 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 is greater than or equal to $20.00"
FAQ
What ownership stake in WATR does CEO Peter Carr report on this Form 3?
Peter Carr reports beneficial ownership of 1,848,980 ordinary shares of WATR. This total includes 1,131,124 restricted stock units (RSUs) and 717,856 performance-based restricted stock units (PSUs), each RSU or PSU representing the right to receive one ordinary share.
How do Peter Carr’s RSUs in WATR vest according to this filing?
Carr’s 1,131,124 RSUs vest 25% on the 6‑month anniversary of the Closing. The remaining 75% vest in equal quarterly installments until the 2‑year anniversary of the Closing, subject to his continuous employment through each vesting date.
What performance conditions govern Peter Carr’s PSUs in WATR?
Carr’s 717,856 PSUs vest in four equal tranches based on performance triggers. These include Revenue Run Rate thresholds of $80,000,000 and $160,000,000 and EBITDA Run Rate thresholds of $30,000,000 and $70,000,000, plus a share price trigger of $20.00 within the Earnout Period.
How is Air Water Ventures Ltd treated under U.S. securities rules in this Form 3?
Air Water Ventures Ltd is identified as a foreign private issuer under Rule 3a12‑3(b). As a result, the reporting person’s transactions in its equity securities are stated to be exempt from Sections 16(b) and 16(c) of the Exchange Act.
AI-generated analysis. How Rhea-AI works. Not financial advice.
