ARIS insider Form 4 details merger consideration and award cash-outs
Rhea-AI Filing Summary
Aris Water Solutions (ARIS) reported insider transactions tied to its merger with Western Midstream Partners. On 10/15/2025, the Founder and Executive Chairman filed a Form 4 showing dispositions of Class A and Class B shares and Aris OpCo units in connection with the deal’s closing.
Each Class A share and each Aris OpCo unit with a corresponding Class B share was converted into the right to receive, per the holder’s election: $7.00 plus 0.450 Western Midstream common units, or $25.00 in cash, or 0.625 Western Midstream common units; absent a timely election, the 0.625-unit option applied. Time‑based RSU awards covering 202,837 Class A shares were converted to cash at $25.00 per share plus dividend equivalents. Performance‑based PSU awards were also cashed out at $25.00 per underlying share using the greater of target or measured performance through the Effective Time.
The filing notes certain securities held indirectly via Solaris Energy Capital. Following the reported transactions, beneficial ownership in the listed ARIS securities is shown as zero.
Positive
- None.
Negative
- None.
Insights
Administrative Form 4 reflecting merger consideration; neutral impact.
The disclosure documents how the insider’s ARIS equity converted into Western Midstream-linked consideration at closing. Consideration options included $7.00 plus 0.450 units, $25.00 cash, or 0.625 units, with a default to the 0.625-unit option absent an election. This is typical mechanics for a completed merger.
Equity awards were settled in cash: RSUs at $25.00 per share plus dividend equivalents, and PSUs at $25.00 per underlying share using the filing’s performance test. These are transaction-driven settlements rather than incremental grants or sales.
Because the activity arises from closing terms rather than discretionary trading, it does not by itself alter the business outlook. Holder decisions and any subsequent disclosures by the acquirer will frame longer-term implications.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Aris Water Holdings, LLC Units | 488,474 | $0.00 | -- |
| Disposition | Aris Water Holdings, LLC Units | 1,064,617 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 139,473 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 162,712 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 56,497 | $0.00 | -- |
| Disposition | Class A Common Stock | 584,270 | $0.00 | -- |
| Disposition | Class B Common Stock | 488,474 | $0.00 | -- |
| Disposition | Class B Common Stock | 1,064,617 | $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 ("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") and each Aris OpCo Unit and a corresponding share of Issuer Class B common stock, par value $0.01 per share ("Issuer Class B 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 202,837 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. Represents securities held by Solaris Energy Capital, LLC ("Solaris Energy Capital"). The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the securities held through Solaris Energy Capital in his sole discretion. As a result, the Reporting Person may be deemed to beneficially own all of the securities owned by Solaris Energy Capital. The Reporting Person disclaims beneficial ownership of the shares held by Solaris Energy Capital in excess of his pecuniary interest therein. 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.
