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.

Insights

Governance & Insider Transactions Analyst

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.

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^*

Brock Amanda M

(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)
	President and CEO

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)		546,299(1)(2)(3)	D	(1)(2)(3)	0	D
Class B Common Stock	10/15/2025		D(1)(2)		406,693(1)(2)(3)	D	(1)(2)	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
Aris Water Holdings, LLC Units	(1)(2)	10/15/2025		D			406,693	(1)(2)	(1)	Class A Common Stock	406,693	(1)(2)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			193,713	(4)	12/31/2025	Class A Common Stock	193,713	(4)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			271,188	(4)	12/31/2026	Class A Common Stock	271,188	(4)	0	D
Performance-Based Restricted Stock Units	$25	10/15/2025		D			92,107	(4)	12/31/2027	Class A Common Stock	92,107	(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") 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 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.

4. 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 did ARIS (ARIS) disclose in this Form 4?

It reports the CEO/Director’s merger-related conversions and dispositions on 10/15/2025, with beneficial ownership reported as 0 shares and 0 derivative securities.

What consideration options were available at the ARIS merger effective time?

Options were $7.00 plus 0.450 Parent units, $25.00 in cash, 0.625 Parent units, or a default to 0.625 Parent units absent a timely election.

How were ARIS RSU awards treated in the transaction?

Time-vesting RSUs were converted into cash at $25.00 per share plus accrued cash-based dividend equivalents.

How were ARIS performance-based RSUs treated?

They were cashed out at $25.00 per share based on the greater of target or measured performance through specified dates.

What is the post-transaction holding reported for the insider?

The filing shows 0 shares and 0 derivative securities beneficially owned following the transactions.

Who is the merger counterparty mentioned?

Western Midstream Partners, LP is identified as the Parent in the merger.