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ARIS insider filing: $25 cash or 0.625 units per share elected

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Aris Water Solutions (ARIS) reported an insider transaction tied to its merger with Western Midstream Partners. On 10/15/2025, the Chief Commercial Officer disposed of 55,689 shares of Class A common stock, reflecting conversion at the merger’s effective time. Per the agreement, each share was exchanged for either $7.00 plus 0.450 Western Midstream common units, $25.00 in cash, or 0.625 units, based on the holder’s election. The filing shows 0 shares beneficially owned in ARIS after the transaction. Performance-based RSUs of 42,374 and 4,621 units were also disposed, with awards converted into time-based Western Midstream units using the 0.625 exchange ratio.

Positive

  • None.

Negative

  • None.
Insider Patterson Nicholas A.
Role Chief Commercial Officer
Type Security Shares Price Value
Disposition Performance-Based Restricted Stock Units 42,374 $0.00 --
Disposition Performance-Based Restricted Stock Units 4,621 $0.00 --
Disposition Class A Common Stock 55,689 $0.00 --
Holdings After Transaction: Performance-Based Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 0 shares (Direct)
Footnotes (1)
  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 ("Aris OpCo"), 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 48,839 shares of Issuer Class A Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards"). At the Effective Time, each Issuer RSU Award was converted, on the same terms and conditions (including time-based vesting and forfeiture conditions), into a time-based award covering a number of Parent Common Units equal to the product of (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.625. At the Effective Time, each outstanding award of performance-vesting restricted stock units ("Issuer PSU Awards") held by the Reporting Person was converted, on the same terms and conditions (including time-based vesting and forfeiture conditions, but excluding any continuing performance-based vesting conditions), into a time-based award covering a number of Parent Common Units equal to the product of (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer PSU Award as of immediately prior to the Effective Time (with all performance-based vesting conditions applicable to such Issuer PSU Award deemed to be earned based on the greater of (1) the target level performance and (2) the greater of actual performance as measured through (x) August 13, 2025 and (y) the Effective Time) multiplied by (ii) 0.625.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Patterson Nicholas A.
(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 Commercial 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) 55,689(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 42,374 (4) 12/31/2026 Class A Common Stock 42,374 (4) 0 D
Performance-Based Restricted Stock Units $25 10/15/2025 D 4,621 (4) 12/31/2027 Class A Common Stock 4,621 (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 ("Aris OpCo"), 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 48,839 shares of Issuer Class A Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards"). At the Effective Time, each Issuer RSU Award was converted, on the same terms and conditions (including time-based vesting and forfeiture conditions), into a time-based award covering a number of Parent Common Units equal to the product of (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.625.
4. At the Effective Time, each outstanding award of performance-vesting restricted stock units ("Issuer PSU Awards") held by the Reporting Person was converted, on the same terms and conditions (including time-based vesting and forfeiture conditions, but excluding any continuing performance-based vesting conditions), into a time-based award covering a number of Parent Common Units equal to the product of (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer PSU Award as of immediately prior to the Effective Time (with all performance-based vesting conditions applicable to such Issuer PSU Award deemed to be earned based on the greater of (1) the target level performance and (2) the greater of actual performance as measured through (x) August 13, 2025 and (y) the Effective Time) multiplied by (ii) 0.625.
/s/ Robert W. Hunt Jr., as Attorney-in-Fact 10/15/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did ARIS report in this Form 4 filing (ARIS)?

An officer disposed of 55,689 Class A shares on 10/15/2025 due to the merger’s effective conversion.

What were the merger consideration choices disclosed for ARIS shares?

Per share: $7.00 + 0.450 Western Midstream units, or $25.00 cash, or 0.625 units.

How many ARIS shares did the officer hold after the transaction?

The filing shows 0 ARIS shares beneficially owned following the reported transactions.

What happened to ARIS restricted stock unit awards in the merger?

Time-vesting RSUs converted into Western Midstream unit awards using a 0.625 ratio under the same time-based conditions.

How were ARIS performance-based RSUs treated?

PSU awards of 42,374 and 4,621 were disposed and converted into time-based Western Midstream unit awards at 0.625 per underlying share.

Who is the reporting person’s role at ARIS?

The reporting person is an Officer, serving as Chief Commercial Officer.