Form 4: Reservoir Media Director Receives Future Stock Units

Reservoir Media director Ryan P. Taylor received 684 Deferred Stock Units as compensation, to be settled in shares by July 2026.

Summary

• ER Reservoir LLC, a 10% owner and director of Reservoir Media, Inc. (RSVR), reported an acquisition of securities.
• The transaction involved 684 Deferred Stock Units (DSUs) of common stock, $0.0001 par value, on November 21, 2025.
• The DSUs were awarded to Ryan P. Taylor, a non-employee director, as quarterly compensation under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan.
• Mr. Taylor elected to receive DSUs in lieu of cash compensation.
• The number of DSUs was calculated based on a closing price of $7.30 per share on the grant date.
• These DSUs will be settled in shares of Common Stock on July 28, 2026.
• Following this transaction, the indirect beneficial ownership includes 12,449 shares (10,430 underlying Restricted Stock Units and 2,019 underlying DSUs) for Mr. Taylor, which he directed to be transferred to ER Reservoir LLC upon settlement.
• Direct beneficial ownership by ER Reservoir LLC stands at 13,652,372 shares.
• Several reporting persons, including Richmond Hill Investments, LLC, Richmond Hill Investment Co., LP, Richmond Hill Capital Management, LLC, ESSEX EQUITY HOLDINGS, LLC, John D. Liu, and Ryan P. Taylor, may be deemed members of a group holding equity securities of the Issuer.

Sentiment

Score: 6

Explanation: Slightly positive. The transaction is a routine compensation event, but the director's choice to receive equity over cash indicates alignment with long-term company performance, which is generally viewed favorably by investors.

Positives

• Director Ryan P. Taylor's election to receive compensation in Deferred Stock Units (DSUs) instead of cash aligns his interests with those of shareholders.
• The grant of DSUs under an established incentive plan demonstrates a structured approach to non-employee director compensation.

Risks

• The reporting persons listed may be deemed members of a group holding equity securities, which could imply coordinated influence over the Issuer.
• Beneficial ownership disclaimers by various entities and individuals, except to the extent of their pecuniary interest, highlight a complex ownership structure that may require careful monitoring.

Future Outlook

The 684 Deferred Stock Units granted to Director Ryan P. Taylor are scheduled to settle in shares of Common Stock on July 28, 2026, indicating a future conversion of equity compensation.

Management Comments

• Ryan P. Taylor elected to receive payment of his quarterly compensation for service as a non-employee director in Deferred Stock Units in lieu of cash.
• Mr. Taylor has directed the Issuer to transfer shares issued upon settlement of RSUs and DSUs into the account of ER Reservoir LLC on the applicable Settlement Date due to his position as the manager of the general partner of a manager of the Fund.

Industry Context

The practice of compensating non-employee directors with equity, such as Deferred Stock Units, is a common corporate governance strategy across various industries. It aims to align the interests of directors with long-term shareholder value creation, particularly in the media and entertainment sector where intellectual property and long-term asset value are critical.

Comparison to Industry Standards

• Compensating non-employee directors with equity, such as DSUs, is a standard practice in publicly traded companies, including those in the music and entertainment industry like Universal Music Group or Warner Music Group, to foster alignment with shareholder interests.
• The specific grant amount of 684 DSUs at a price of $7.30 per share is consistent with typical quarterly compensation for non-employee directors, though the exact value varies based on company size, performance, and board responsibilities.
• The future settlement date for DSUs is also a common feature, designed to encourage long-term commitment and retention, similar to how restricted stock units (RSUs) are structured in many tech and media companies.

Related Party Transactions

• The award of Deferred Stock Units to Ryan P. Taylor, a non-employee director, constitutes a related party transaction as it involves compensation to a member of management.
• The complex beneficial ownership structure involving ER Reservoir LLC, Richmond Hill Investments, LLC, Richmond Hill Investment Co., LP, Richmond Hill Capital Management, LLC, ESSEX EQUITY HOLDINGS, LLC, John D. Liu, and Ryan P. Taylor, who may be deemed members of a group, indicates significant related party involvement in the company's equity.

Stakeholder Impact

• Shareholders: The director's election to receive equity compensation aligns his interests with long-term shareholder value, potentially benefiting shareholders.
• Management: The compensation structure provides incentives for directors to contribute to the company's sustained success.

Next Steps

• Settlement of the 684 Deferred Stock Units into shares of Common Stock on July 28, 2026.

Key Dates

Recommendation

The filing details a routine, albeit future-dated, equity compensation grant to a non-employee director. This type of transaction is standard practice and does not present new information that would fundamentally alter the investment thesis for Reservoir Media, Inc. While the alignment of director interests with shareholders is a positive, it's not a catalyst for significant price movement. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals and market conditions.

Keywords

Reservoir Media, RSVR, SEC Form 4, Deferred Stock Units, DSUs, Insider Transaction, Equity Compensation, Director Compensation, Beneficial Ownership, Stock Grant