ARIS Form 4: 113,329 shares disposed; 15,518 PSUs cashed at $25

Rhea-AI Filing Summary

Aris Water Solutions (ARIS) insider transaction: Chief Legal Officer and Secretary Robert W. Hunt, Jr. reported the disposition of 113,329 shares of Class A common stock on 10/15/2025 in connection with the merger transactions involving Western Midstream Partners, LP. Following the transaction, his directly held Class A share balance was 0.

The total includes 95,285 shares subject to time-vesting RSU awards that were converted at the Effective Time into cash equal to the number of RSU shares multiplied by $25.00, plus any accrued but unpaid cash-based dividend equivalents. Separately, 15,518 performance-based RSUs were converted into cash at $25.00 per share based on the greater of target or measured performance through specified dates, plus any accrued dividend equivalents.

The merger consideration for each common share was, at the reporting person’s election, either $7.00 in cash and 0.450 Parent common units, $25.00 in cash, 0.625 Parent common units, or, absent a timely election, the 0.625-unit option.

Insights

Equity compensation and M&A specialist

Insider’s equity and awards converted at merger close; no shares remain.

The reporting officer disposed of 113,329 ARIS Class A shares at the merger’s Effective Time, reducing directly held common shares to 0. This reflects standard treatment in a change-of-control where equity converts into cash and/or acquirer securities per preset terms.

Time-vesting RSUs covering 95,285 shares were cashed out at $25.00 per share plus any unpaid dividend equivalents. Performance-based RSUs for 15,518 shares were also settled for cash at $25.00 per share, with performance certified at the greater of target or actual through specified dates.

The filing lists multiple consideration elections, including cash and Parent common units; the specific election made is not detailed in the excerpt. Actual post-close value depends on the chosen mix and any unit valuation, which is outside the provided details.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hunt Robert W JR

(Last) (First) (Middle)

9651 KATY FREEWAY

SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aris Water Solutions, Inc. [ ARIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer and Sec.

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/15/2025		D(1)(2)(3)		113,329(1)(2)(3)	D	(1)(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	$25	10/15/2025		D			15,518	(4)	12/31/2027	Class A Common Stock	15,518	(4)	0	D

Explanation of Responses:

1. As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger entered into on August 6, 2025, by and among the Issuer, Western Midstream Partners, LP ("Parent"), Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC and Aris Water Holdings, LLC, each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Issuer Class A Common Stock") held by the Reporting Person as of immediately prior to the Effective Time, was converted into the right to receive, pursuant to an election made by the Reporting Person, one of the following forms of consideration:

2. cont'd from Footnote 1: (i) $7.00 in cash (without interest) and 0.450 common units representing limited partnership interests in Parent ("Parent Common Units"); (ii) $25.00 in cash (without interest); (iii) 0.625 Parent Common Units ("Common Unit Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Common Unit Election Consideration.

3. This amount includes 95,285 shares of Issuer Class A Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards") held by the Reporting Person. At the Effective Time, each Issuer RSU Award was converted into the right to receive an amount in cash equal to (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer RSU Award, multiplied by (ii) $25.00, plus an additional amount in cash equal to any accrued but unpaid cash-based dividend equivalents.

4. At the Effective Time, each outstanding award of performance-vesting restricted stock units ("Issuer PSU Awards") held by the Reporting Person was converted into the right to receive an amount in cash equal to (i) the total number of shares of Issuer Class A Common Stock subject to such Aris PSU Award (assuming that any performance-based vesting conditions applicable to such Issuer PSU Award were achieved at the greater of (x) the target level of performance and (y) the greater of the actual level of performance through (1) August 13, 2025, and (2) the Effective Time), multiplied by (ii) $25.00, plus an additional amount in cash equal to any accrued but unpaid dividend equivalents.

	/s/ Robert W. Hunt, Jr.	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ARIS report on this Form 4?

The Chief Legal Officer and Secretary, Robert W. Hunt, Jr., reported disposing of 113,329 ARIS Class A shares on 10/15/2025, leaving 0 directly held shares.

How were ARIS time-vesting RSUs treated at the Effective Time?

RSUs covering 95,285 shares were converted into cash equal to shares multiplied by $25.00, plus any accrued but unpaid cash-based dividend equivalents.

What happened to ARIS performance-based RSUs for the insider?

15,518 performance-based RSUs were converted into cash at $25.00 per share, with performance measured at the greater of target or actual through specified dates, plus any accrued dividend equivalents.

What merger consideration options were available per share of ARIS Class A stock?

Choices were: $7.00 cash + 0.450 Parent common units; $25.00 cash; 0.625 Parent common units; or, absent a timely election, the 0.625-unit option.

Who is the merger counterparty referenced in the insider filing for ARIS?

The counterparty is Western Midstream Partners, LP, referred to as the Parent in the transaction.

Did the insider retain any ARIS Class A shares after the transaction?

No. The Form 4 shows 0 ARIS Class A shares directly owned following the reported transaction.