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.

Insights

Equity capital markets analyst

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.

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^*

Zartler William 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Founder and Executive Chairman

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)		584,270(1)(2)(3)	D	(1)(2)(3)	0	D
Class B Common Stock	10/15/2025		D(1)(2)		488,474(1)(2)(3)	D	(1)(2)	0	D
Class B Common Stock	10/15/2025		D(1)(2)		1,064,617(1)(2)(3)	D	(1)(2)	0	I	See Footnote(4)

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
Aris Water Holdings, LLC Units	(1)(2)	10/15/2025		D			488,474	(1)(2)	(1)(2)	Class A Common Stock	488,474	(1)(2)	0	D
Aris Water Holdings, LLC Units	(1)(2)	10/15/2025		D			1,064,617	(1)(2)	(1)(2)	Class A Common Stock	1,064,617	(1)(2)	0	I	See Footnote(4)
Performance-Based Restricted Stock Units	$25	10/15/2025		D			139,473	(5)	12/31/2025	Class A Common Stock	139,473	(5)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			162,712	(5)	12/31/2026	Class A Common Stock	162,712	(5)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			56,497	(5)	12/31/2027	Class A Common Stock	56,497	(5)	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") 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:

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 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.

4. 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.

5. 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., 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).
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FAQ

What triggered the ARIS (ARIS) Form 4 filing?

Insider dispositions occurred on 10/15/2025 in connection with the merger closing with Western Midstream Partners.

What consideration did ARIS shareholders receive in the merger?

Per election: $7.00 plus 0.450 Western Midstream units, or $25.00 cash, or 0.625 Western Midstream units; default was 0.625 units.

How were ARIS RSU awards treated?

Time-vesting RSUs covering 202,837 shares were converted to cash at $25.00 per share plus accrued cash-based dividend equivalents.

How were ARIS PSU awards treated?

PSUs were converted to cash at $25.00 per underlying share using the greater of target or measured performance through the Effective Time.

Did the insider retain ARIS securities after the transactions?

The filing shows zero beneficial ownership in the listed ARIS securities following the reported transactions.

What is Solaris Energy Capital’s role in the holdings?

Some securities were held by Solaris Energy Capital, which the reporting person controls; he disclaims beneficial ownership beyond his pecuniary interest.