ARIS Form 4: CEO holdings converted at merger; awards paid $25/share
Rhea-AI Filing Summary
Aris Water Solutions (ARIS) filed a Form 4 showing merger-related conversions and dispositions by its President & CEO/Director on 10/15/2025. At the effective time of the merger with Western Midstream Partners, LP, the officer’s Class A and Class B shares and Aris Water Holdings, LLC units were converted pursuant to elected consideration options. Following these transactions, the filing reports 0 shares and 0 derivative securities beneficially owned.
The consideration options disclosed were: (i) $7.00 in cash plus 0.450 Parent common units; (ii) $25.00 in cash; (iii) 0.625 Parent common units; or (iv) a default to the 0.625-unit option if no timely election. Time-vesting RSUs were converted to 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 greater of target or measured performance through specified dates.
Positive
- None.
Negative
- None.
Insights
Merger-triggered equity conversion; CEO reports zero post-transaction holdings.
The Form 4 reflects automatic conversion of the CEO’s ARIS equity at the merger’s effective time on 10/15/2025. The filing lists election options: $7.00 plus 0.450 Parent units, $25.00 cash, or 0.625 Parent units, with a default to the unit option absent an election.
Equity awards were settled in cash: time-vesting RSUs at $25.00 per share plus dividend equivalents, and performance RSUs at $25.00 per share based on the greater of target or measured performance across the specified windows. After these transactions, the report shows 0 beneficial ownership of both non-derivative and derivative securities.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Aris Water Holdings, LLC Units | 406,693 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 193,713 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 271,188 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Units | 92,107 | $0.00 | -- |
| Disposition | Class A Common Stock | 546,299 | $0.00 | -- |
| Disposition | Class B Common Stock | 406,693 | $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 324,532 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 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.
