Form 4: Aris Water Executive Converts Holdings in Merger

Sentiment:

Insider Transaction Report (Merger-Related)


William A. Zartler, Founder and Executive Chairman of Aris Water Solutions, Inc., converted his equity and derivative holdings into merger consideration following the company's acquisition by Western Midstream Partners, LP.

Summary

  • William A. Zartler, Founder and Executive Chairman of Aris Water Solutions, Inc., reported the disposition of his direct and indirect beneficial ownership in Aris Water Solutions, Inc. securities on October 15, 2025.
  • This transaction occurred at the effective time of the merger contemplated by the Agreement and Plan of Merger dated August 6, 2025, by and among Aris Water Solutions, Inc., Western Midstream Partners, LP, and other related entities.
  • Zartler's holdings, including Class A Common Stock, Class B Common Stock, Aris Water Holdings, LLC Units, and various Restricted Stock Units (RSUs and PSUs), were converted into merger consideration.
  • Shareholders had election options for consideration: (i) $7.00 in cash and 0.450 common units of Western Midstream Partners, LP, (ii) $25.00 in cash, or (iii) 0.625 common units of Western Midstream Partners, LP.
  • Issuer RSU Awards were converted into cash equal to the total number of shares subject to the award multiplied by $25.00, plus any accrued but unpaid cash-based dividend equivalents.
  • Issuer PSU Awards were converted into cash equal to the total number of shares subject to the award (assuming performance at the greater of target or actual levels through August 13, 2025, and the Effective Time) multiplied by $25.00, plus any accrued but unpaid dividend equivalents.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a merger for the reporting person's holdings, resulting in a significant payout or conversion into new equity, which is a positive outcome for the insider.

Positives

  • The reporting person received consideration for their equity and derivative holdings, indicating the successful completion of the merger transaction.
  • The conversion of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) into cash at a fixed value of $25.00 per share, plus accrued dividends, provides a clear and certain payout for these awards.

Negatives

  • The reporting person no longer holds direct or indirect beneficial ownership in Aris Water Solutions, Inc. securities following the merger, signifying the end of their equity stake in the acquired entity.

Future Outlook

This filing reports the finalization of an insider's equity disposition due to a merger, and therefore does not provide a future outlook for Aris Water Solutions, Inc., which is being acquired. Any future outlook would pertain to the acquiring entity, Western Midstream Partners, LP.

Industry Context

The transaction reflects ongoing consolidation within the energy services and midstream sectors, where companies like Aris Water Solutions, specializing in water management for oil and gas operations, are being integrated into larger entities like Western Midstream Partners, LP. This trend is often driven by desires for operational synergies, cost efficiencies, and expanded service offerings.

Related Party Transactions

  • Securities were indirectly held by Solaris Energy Capital, LLC, where the reporting person, William A. Zartler, is the sole member and has authority to vote or dispose of the securities. He disclaims beneficial ownership in excess of his pecuniary interest.

Stakeholder Impact

  • Shareholders of Aris Water Solutions, Inc. received merger consideration (cash and/or Parent Common Units) for their holdings, as detailed in the merger agreement.
  • The reporting person, a key executive and founder, has converted his equity stake, aligning his interests with the acquiring entity or realizing a cash payout.

Key Dates

DateDescription
August 6, 2025Date of the Agreement and Plan of Merger entered into by Aris Water Solutions, Inc. and Western Midstream Partners, LP.
August 13, 2025One of the dates used for measuring actual performance for Performance-Based Restricted Stock Units (PSUs).
October 15, 2025Date of Earliest Transaction, representing the effective time of the merger and the conversion of securities.
December 31, 2025Expiration date for a tranche of Performance-Based Restricted Stock Units.
December 31, 2026Expiration date for a tranche of Performance-Based Restricted Stock Units.
December 31, 2027Expiration date for a tranche of Performance-Based Restricted Stock Units.

Keywords

Aris Water Solutions, ARIS, Western Midstream Partners, Merger, Acquisition, Form 4, Insider Transaction, Equity Conversion, Restricted Stock Units, Performance Stock Units, William A. Zartler

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