Form 4: Aris Water Director Sells All Shares Post-Merger

Aris Water Solutions Director W. Howard Keenan JR disposed of all his Class A and Class B common stock, and Aris OpCo Units, following the merger with Western Midstream Partners.

Summary

• W. Howard Keenan JR, a Director of Aris Water Solutions, Inc. (ARIS), reported the disposition of all his beneficially owned Class A Common Stock, Class B Common Stock, and Aris Water Holdings, LLC Units.
• The transactions occurred on October 15, 2025, as a result of the effective time of the merger contemplated by an Agreement and Plan of Merger dated August 6, 2025.
• The merger involved Aris Water Solutions, Inc., Western Midstream Partners, LP ("Parent"), and other related entities.
• Each share of Issuer Class A Common Stock and each Aris OpCo Unit with a corresponding share of Issuer Class B Common Stock was converted into the right to receive one of four forms of consideration based on an election.
• Consideration options included: (i) $7.00 in cash and 0.450 Parent Common Units; (ii) $25.00 in cash; (iii) 0.625 Parent Common Units; or (iv) the Common Unit Election Consideration (0.625 Parent Common Units) if no timely election was made.
• The disposition included 34,485 shares of Class A Common Stock and 9,304,608 shares of Class B Common Stock, along with 9,304,608 Aris Water Holdings, LLC Units.
• This amount included 4,426 shares of Issuer Class A Common Stock subject to time-vesting restricted stock units (RSU Awards), which were converted into cash at $25.00 per share, plus accrued dividend equivalents.
• Following these transactions, W. Howard Keenan JR beneficially owns 0 shares of Class A Common Stock and 0 shares of Class B Common Stock directly.
• Indirect beneficial ownership through Yorktown XI, Yorktown XI Company LP, and Yorktown XI Associates LLC also resulted in 0 shares/units beneficially owned.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports a mandatory insider transaction following a merger, which is a factual event without inherent positive or negative sentiment from the perspective of the reporting person's compliance.

Positives

• Successful completion of the merger transaction, allowing for the conversion of securities into elected consideration.

Negatives

• No specific negatives are reported, as this Form 4 details a completed, mandatory transaction.

Risks

• NA

Future Outlook

NA

Industry Context

This transaction reflects the finalization of a significant merger within the water solutions and midstream energy sectors, indicating consolidation or strategic realignment among companies like Aris Water Solutions and Western Midstream Partners. Such mergers often aim to achieve synergies, expand market reach, or optimize operational efficiencies in a competitive landscape.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The reporting person's indirect beneficial ownership through Yorktown XI, Yorktown XI Company LP, and Yorktown XI Associates LLC, a pre-existing related party structure for holding securities, has been fully disposed of as part of the merger.

Stakeholder Impact

• Shareholders: The merger resulted in the conversion of their shares into cash or Parent Common Units, as detailed in the merger agreement. This Form 4 specifically shows a director's full exit from Aris Water Solutions equity.

Next Steps

• NA

Key Dates

Keywords

Aris Water Solutions, ARIS, Western Midstream Partners, Merger, Insider Trading, Form 4, Share Disposition, Director, Equity, Common Stock, Restricted Stock Units, Yorktown XI