Robert W. Hunt Jr. - 15 Oct 2025 Form 4 Insider Report for Aris Water Solutions, Inc. (ARIS)

Footnote F1

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, each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Issuer Class A 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:

Footnote F2

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.

Footnote F3

This amount includes 95,285 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.

Footnote F4

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.