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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance-Based Restricted Stock Units | 62,022 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 86,780 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 28,620 | $0.00 | -- |
| Disposition | Class A Common Stock | 137,050 | $0.00 | -- |
Footnotes (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: 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. 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. 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.
