1.Organization and Background of Business

Aris Water Solutions, Inc. (“Aris Inc.,” the “Company,” “we,” “our,” or “us”) is an independent, environmentally-focused company headquartered in Houston, Texas, that, through its controlling interest in Aris Water Holdings, LLC (formerly known as Solaris Midstream Holdings, LLC), a Delaware limited liability company (“Aris LLC”), provides sustainability-enhancing services to oil and natural gas operators. We strive to build long-term value through the development, construction and operation of integrated produced water handling and recycling infrastructure that provides high-capacity, comprehensive produced water management, recycling and supply solutions for operators in the Permian Basin.

We are the parent holding company of Aris LLC. As the sole managing member of Aris LLC, we operate and control the business and affairs of Aris LLC, and through Aris LLC and its subsidiaries, conduct our business. We consolidate the financial results of Aris LLC and report a noncontrolling interest related to the portion of Aris LLC units not owned by us.

These unaudited condensed consolidated financial statements reflect the financial statements of the consolidated Company including Aris Inc., Aris LLC and Aris LLC’s subsidiaries.

Planned Merger of the Company with Western Midstream Partners, LP

On August 6, 2025, Aris Inc. and Aris LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Midstream Partners, LP, a Delaware limited partnership (“WES”) and wholly-owned subsidiaries of WES, pursuant to which, and upon the terms and subject to the conditions set forth therein, Aris Inc. and Aris LLC will be acquired and continue as wholly-owned subsidiaries of WES (the “Merger”). Upon the terms and subject to the conditions of the Merger Agreement, each unit of Aris LLC and corresponding share of Class B common stock together and each share of Class A common stock will be converted into the right to receive, pursuant to an election, one of the following forms of consideration: (i) a combination of 0.450 common units representing limited partner interests in WES (the “WES Common Units”), and $7.00 in cash, (ii) $25.00 in cash (the “Cash Election Consideration”), provided that the Cash Election Consideration is subject to proration to ensure that the aggregate amount of cash paid in the Merger does not exceed $415 million, (iii) 0.625 WES Common Units, or (iv) in the event of a failure to deliver an election, 0.625 WES Common Units.

The Merger Agreement contains certain termination rights for the Company and WES, including, among other customary termination rights: (i) by either the Company or WES, if (A) the closing is not consummated on or prior to February 6, 2026, subject to a 90-day extension in certain circumstances for the sole purpose of obtaining regulatory clearances or (B) the Company stockholder approval is not obtained at the stockholder meeting; (ii) by WES, prior to the receipt of the Company stockholder approval, in the event of a change of recommendation by the Company board, or (iii) by the Company, prior to the receipt of the Company stockholder approval and if the Company has complied in all material respects with its obligations under the non-solicitation covenant of the Merger Agreement, in order to enter into a definitive agreement with respect to a superior offer, subject to the obligation of the Company to pay WES the termination fee described below.

The Merger Agreement further provides that, if the Merger Agreement is terminated (i) by WES in the event of a change of recommendation by the Company board or (ii) by the Company to enter into a definitive agreement providing for a superior offer, the Company would be required to pay WES a termination fee of $57 million.

Simultaneously with the execution of the Merger Agreement, the Company, WES and stockholders representing a majority in interest of the TRA Holders (as defined in footnote 6 below) entered into an amendment to the Tax Receivable Agreement, dated as of October 26, 2021 (the “TRA” and such amendment, the “TRA Amendment”). The consummation of the transactions contemplated by the Merger Agreement would constitute a change of control (as defined in the TRA), which would trigger the obligation to make an early termination payment (as defined in the TRA) to the TRA Holders under the TRA estimated to be approximately $183.4 million. Pursuant to the TRA Amendment, upon the closing of the Merger, the TRA will be terminated in its entirety and the Company, WES and their respective affiliates will not have any further obligations under the TRA other than those obligations set forth in the TRA Amendment. On the closing date of the Merger, the Company will make aggregate payments of $80 million in cash to the TRA Holders. The TRA Amendment will terminate and be of no force and effect upon (i) the termination of the Merger Agreement, (ii) an amendment to the Merger Agreement that changes the form or reduces the amount of the merger consideration or (iii) the occurrence of a change of control other than the one contemplated by the Merger Agreement.

The above description of the Merger Agreement, the TRA Amendment and the transactions contemplated thereby, including certain referenced terms, is a summary of certain principal terms and conditions contained in the Merger Agreement or the TRA Amendment.

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