Aris Water CFO reports 137,050-share disposition amid merger terms

Rhea-AI Filing Summary

Aris Water Solutions (ARIS) Form 4: The CFO reported the disposition of 137,050 shares of Class A common stock on 10/15/2025 at the Effective Time of the merger with Western Midstream Partners, LP. After these transactions, his reported holdings were 0 shares.

Under the merger terms, each share converted into the elected consideration: $7.00 plus 0.450 Parent common units, $25.00 in cash, or 0.625 Parent common units. Time‑vesting RSUs covering 102,592 shares were paid in cash at $25.00 per share (plus accrued cash‑based dividend equivalents). Performance‑based RSUs were also cashed out at $25.00 per share based on the applicable performance determination.

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Equity capital markets analyst

Administrative Form 4 reflecting merger consideration; neutral impact.

This filing records the CFO’s equity conversion at the merger’s Effective Time. It lists the consideration alternatives per share—cash, units, or a mix—and shows his post‑transaction holding as zero shares, consistent with a closing event.

Equity awards were settled in cash: time‑based RSUs for 102,592 shares at $25 each plus accrued dividend equivalents, and PSUs at $25 each subject to the performance determination described. This is standard treatment on a change‑of‑control and does not alter issuer cash flows.

The filing confirms mechanics already embedded in the merger terms; any trading in Parent units or further details, if any, would come from subsequent disclosures, not this Form 4.

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^*

Tompsett Stephan E

(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 Financial Officer

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)		137,050(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			62,022	(4)	12/31/2025	Class A Common Stock	62,022	(4)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			86,780	(4)	12/31/2026	Class A Common Stock	86,780	(4)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			28,620	(4)	12/31/2027	Class A Common Stock	28,620	(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 102,592 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 as of immediately prior to the Effective Time 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., as Attorney-in-Fact	10/15/2025
	** Signature of Reporting Person	Date
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FAQ

What did ARIS’s CFO report on this Form 4?

A disposition of 137,050 Class A shares on 10/15/2025 at the merger Effective Time, with 0 shares held afterward.

What merger consideration applied to ARIS shares?

Per share: $7.00 plus 0.450 Parent common units, or $25.00 cash, or 0.625 Parent common units, as elected.

How were ARIS RSUs treated for the CFO?

Time‑vesting RSUs covering 102,592 shares were paid in cash at $25.00 per share plus accrued cash‑based dividend equivalents.

How were performance‑based RSUs (PSUs) handled?

PSUs were cashed out at $25.00 per share based on the performance determination described in the agreement.

Who is the merger counterparty mentioned?

The transaction references Western Midstream Partners, LP as Parent for the unit consideration.

What is the significance of the zero post‑transaction holdings?

It indicates the CFO no longer held ARIS Class A shares immediately after the reported merger‑related conversions.