Management Change/Compensation (Form 8-K)

Item 5.02 Compensatory Arrangements of Certain Officers.

On March 5, 2026, Reservoir Media, Inc. a Delaware corporation (the "Company") entered into amended and restated employment agreements with each of Golnar Khosrowshahi, Chief Executive Officer, Rell Lafargue, President & Chief Operating Officer, and James Heindlmeyer, Chief Financial Officer (the "Khosrowshahi Agreement," "Lafargue Agreement," and the "Heindlmeyer Agreement," respectively, and collectively, the "2026 Employment Agreements").

The 2026 Employment Agreements, effective April 1, 2026, establish the terms and conditions of the continued employment of each of Ms. Khosrowshahi, Mr. Lafargue and Mr. Heindlmeyer, the Company's Named Executive Officers. The 2026 Employment Agreements supersede the prior employment agreements between the Company and each Named Executive Officer.

The material terms of the 2026 Employment Agreements are summarized below.

The initial term of the Khosrowshahi Agreement is for three (3) years commencing on April 1, 2026 and will automatically renew for subsequent periods of two (2) years (the "Khosrowshahi Term"). Pursuant to the Khosrowshahi Agreement, Ms. Khosrowshahi will receive an annual base salary of $600,000, which shall increase by 3.0% on April 1, 2027 and on each subsequent anniversary during the employment term. In addition, for the fiscal year beginning April 1, 2026 and each fiscal year thereafter, Ms. Khosrowshahi is eligible for an annual cash bonus with a target equal to one hundred percent (100%) of her base salary, based upon the attainment of certain performance milestones and objectives established by the Board (acting through the Compensation Committee). Moreover, Ms. Khosrowshahi is entitled to an annual equity award of one hundred percent (100%) of her annual base salary, which vests in full upon grant. The Khosrowshahi Agreement contains certain rights of Ms. Khosrowshahi and the Company to terminate Ms. Khosrowshahi's employment, including a termination by the Company for "Cause" as defined in the Khosrowshahi Agreement, and termination by Ms. Khosrowshahi for "Good Reason" as defined in the Khosrowshahi Agreement. The Khosrowshahi Agreement contains customary non-compete, non-interference, non-disclosure and non-solicitation provisions. In addition, the Khosrowshahi Agreement provides that during the Khosrowshahi Term, the Company will re-appoint Ms. Khosrowshahi as a member of the Board upon the expiration of her term as director and upon the expiration of each subsequent term thereafter.

The initial term of the Lafargue Agreement is for three (3) years commencing on April 1, 2026, which the Company has the option to extend for an additional period of two (2) years (the "Lafargue Term"). Pursuant to the Lafargue Agreement, Mr. Lafargue will receive an annual base salary of $600,000, which shall increase by 3.0% on April 1, 2027 and on each subsequent anniversary during the employment term. In addition, for the fiscal year beginning April 1, 2026 and each fiscal year thereafter, Mr. Lafargue is eligible for an annual cash bonus with a target equal to one hundred percent (100%) of his base salary, based upon the attainment of certain performance milestones and objectives established by the Board (acting through the Compensation Committee) in consultation with Ms. Khosrowshahi. Moreover, Mr. Lafargue is entitled to an annual equity award of 100% of his annual base salary, which vests in full upon grant. The Lafargue Agreement contains certain rights of Mr. Lafargue and the Company to terminate Mr. Lafargue's employment, including a termination by the Company for "Cause" as defined in the Lafargue Agreement and termination by Mr. Lafargue for "Good Reason" as defined in the Lafargue Agreement. The Lafargue Agreement contains customary non-compete, non-interference, non-disclosure and non-solicitation provisions. In addition, the Lafargue Agreement provides that during the Lafargue Term, the Company will re-appoint Mr. Lafargue as a member of the Board upon the expiration of his term as director and upon the expiration of each subsequent term thereafter.

The initial term of the Heindlmeyer Agreement is for three (3) years commencing on April 1, 2026, which the Company has the option to extend for an additional period of two (2) years. Pursuant to the Heindlmeyer Agreement, Mr. Heindlmeyer will receive an annual base salary of $425,000, which shall increase by 3.0% on April 1, 2027 and on each subsequent anniversary during the employment term. In addition, for the fiscal year beginning April 1, 2026 and each fiscal year thereafter, Mr. Heindlmeyer is eligible for an annual cash bonus with a target equal to fifty percent (50%) of his base salary, based upon the attainment of certain performance milestones and objectives established by the Board (acting through the Compensation Committee) in consultation with the Chief Executive Officer. Moreover, Mr. Heindlmeyer is entitled to an annual equity award of seventy-five percent (75%) of his annual base salary, which vests in full upon grant. The Heindlmeyer Agreement contains certain rights of Mr. Heindlmeyer and the Company to terminate Mr. Heindlmeyer's employment, including a termination by the Company for "Cause" as defined in the employment agreement, and termination by Mr. Heindlmeyer for "Good Reason" as defined in the Heindlmeyer Agreement. The Heindlmeyer Agreement contains customary non-compete, non-interference, non-disclosure and non-solicitation provisions.