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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026

Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to      
WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)
Commission file number:State or other jurisdiction of incorporation or organization:I.R.S. Employer Identification No.:
Western Midstream Partners, LP001-35753Delaware46-0967367
Western Midstream Operating, LP001-34046Delaware26-1075808
Address of principal executive offices:Zip Code:Registrant’s telephone number, including area code:
Western Midstream Partners, LP9950 Woodloch Forest Drive, Suite 2800The Woodlands,Texas77380(346)786-5000
Western Midstream Operating, LP9950 Woodloch Forest Drive, Suite 2800The Woodlands,Texas77380(346)786-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of exchange
on which registered
Common units outstanding as of May 1, 2026:
Western Midstream Partners, LPCommon unitsWESNew York Stock Exchange393,781,339
Western Midstream Operating, LPNoneNoneNoneNone
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Western Midstream Partners, LPYes
þ
No
¨
Western Midstream Operating, LPYes
þ
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Western Midstream Partners, LPYes
þ
No
¨
Western Midstream Operating, LPYes
þ
No
¨



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Western Midstream Partners, LPLarge Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
þ☐☐☐☐
Western Midstream Operating, LPLarge Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
☐☐þ☐☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Western Midstream Partners, LP¨
Western Midstream Operating, LP¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Western Midstream Partners, LPYes☐No
þ
Western Midstream Operating, LPYes☐
No
þ

FILING FORMAT

This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Western Midstream Partners, LP and Western Midstream Operating, LP. Western Midstream Operating, LP is a consolidated subsidiary of Western Midstream Partners, LP that has publicly traded debt, but does not have any publicly traded equity securities. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.

Part I, Item 1 of this quarterly report includes separate financial statements (i.e., consolidated statements of operations, consolidated balance sheets, consolidated statements of equity and partners’ capital, and consolidated statements of cash flows) for Western Midstream Partners, LP and Western Midstream Operating, LP. The accompanying Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part I, Item 2 of this quarterly report, are presented on a combined basis for each registrant, with any material differences between the registrants disclosed separately.


TABLE OF CONTENTS
PAGE
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
3

COMMONLY USED ABBREVIATIONS AND TERMS

References to “we,” “us,” “our,” “WES,” “the Partnership,” or “Western Midstream Partners, LP” refer to Western Midstream Partners, LP (formerly Western Gas Equity Partners, LP) and its subsidiaries. The following abbreviations and terms are used in this document:

Defined TermDefinition
ArisAris Water Solutions, Inc., which was acquired by the Partnership on October 15, 2025.
Barrel, Bbl, Bbls/d, MBbls/d42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day.
BoardThe board of directors of WES’s general partner.
Chipeta
Chipeta Processing, LLC, in which we are the managing member and own a 75% interest.
CondensateA natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions.
DBM water systems
Produced-water gathering, transporting, recycling, treating, supply, and disposal systems in West Texas and New Mexico, including the assets acquired from Aris (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
DJ Basin complex
Complex of gathering systems and processing plants in the DJ Basin.
EBITDA
Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q.
Exchange ActThe Securities Exchange Act of 1934, as amended.
FRP
Front Range Pipeline LLC, in which we own a 33.33% interest.
GAAP
Generally accepted accounting principles in the United States.
General partner
Western Midstream Holdings, LLC, the general partner of the Partnership.
Imbalance
Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers.
Mcf, MMcf, MMcf/d
Thousand cubic feet, million cubic feet, million cubic feet per day.
Mi Vida
Mi Vida JV LLC, in which we own a 50% interest.
MLP
Master limited partnership.
MMBtu
Million British thermal units.
Natural-gas liquid(s) or NGL(s)
The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.
Occidental
Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.
Powder River Basin complex
Complex of gathering systems and processing plants in the Powder River Basin, including the Thunder Creek NGL pipeline.
Produced water
Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.
RCF
WES Operating’s $2.0 billion senior unsecured revolving credit facility.
Recycled waterWater from industrial processes, such as produced water from wells or flowback from hydraulic fracturing, which has been treated to a standard suitable for reuse in other operations.
Red Bluff Express
Red Bluff Express Pipeline, LLC, in which we own a 30% interest.
Related parties
Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation.
Rendezvous
Rendezvous Gas Services, LLC, in which we own a 22% interest.
Residue
The natural gas remaining after the unprocessed natural-gas stream has been processed or treated.
SEC
U.S. Securities and Exchange Commission.
Services Agreement
That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, between WES Operating GP and Occidental.
Skim oil
A crude-oil byproduct that is recovered during the produced-water gathering and disposal process.
Springfield system
The Springfield gas-gathering system and Springfield oil-gathering system.
TEG
Texas Express Gathering LLC, in which we own a 20% interest.
4

Defined TermDefinition
TEP
Texas Express Pipeline LLC, in which we own a 20% interest.
Water solutions volumes
Groundwater and gathered produced water that is treated and recycled.
WES Operating
Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries.
WES Operating GP
Western Midstream Operating GP, LLC, the general partner of WES Operating.
West Texas complex
The Delaware Basin Midstream complex and DBJV and Haley systems.
WGRAH
WGR Asset Holding Company LLC, a subsidiary of Occidental.
White Cliffs
White Cliffs Pipeline, LLC, in which we own a 10% interest.
2025 Purchase Program
The $250.0 million buyback program ending December 31, 2026. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.
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PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended 
March 31,
thousands except per-unit amounts20262025
Revenues and other
Service revenues – fee based$933,302 $823,197 
Service revenues – product based88,767 59,252 
Product sales99,616 34,469 
Other1,894 198 
Total revenues and other (1)
1,123,579 917,116 
Equity income, net – related parties14,776 20,435 
Operating expenses
Cost of product102,884 41,492 
Operation and maintenance264,241 226,514 
General and administrative75,150 66,786 
Property and other taxes19,486 17,826 
Depreciation and amortization200,426 170,460 
Long-lived asset and other impairments
608 3 
Total operating expenses (2)
662,795 523,081 
Gain (loss) on divestiture and other, net (3)
(6,367)(4,667)
Operating income (loss)469,193 409,803 
Interest expense(113,390)(97,293)
Other income (expense), net6,730 7,477 
Income (loss) before income taxes362,533 319,987 
Income tax expense (benefit)3,501 3,435 
Net income (loss)359,032 316,552 
Net income (loss) attributable to noncontrolling interests8,756 7,545 
Net income (loss) attributable to Western Midstream Partners, LP$350,276 $309,007 
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP$350,276 $309,007 
General partner interest in net (income) loss(7,886)(7,170)
Limited partners’ interest in net income (loss) (4)
342,390 301,837 
Net income (loss) per common unit – basic (4)
$0.86 $0.79 
Net income (loss) per common unit – diluted (4)
$0.85 $0.79 
Weighted-average common units outstanding – basic (4)
399,095 380,986 
Weighted-average common units outstanding – diluted (4)
400,569 382,494 
_________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $561.5 million and $558.4 million for the three months ended March 31, 2026 and 2025, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $(4.6) million and $(12.1) million for the three months ended March 31, 2026 and 2025, respectively, all primarily related to changes in imbalance positions. See Note 6.
(3)See Note 6.
(4)See Note 5.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of unitsMarch 31,
2026		December 31,
2025
ASSETS
Current assets
Cash and cash equivalents$647,495 $819,491 
Accounts receivable, net822,747 773,197 
Other current assets69,165 64,253 
Total current assets1,539,407 1,656,941 
Property, plant, and equipment
Cost17,865,350 17,648,375 
Less accumulated depreciation6,570,657 6,427,467 
Net property, plant, and equipment11,294,693 11,220,908 
Goodwill347,643 353,257 
Other intangible assets901,905 913,758 
Equity investments495,751 504,859 
Other assets345,103 348,697 
Total assets (1)
$14,924,502 $14,998,420 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables$413,812 $319,170 
Short-term debt
445,603 448,825 
Accrued ad valorem taxes49,784 60,114 
Accrued liabilities497,958 408,375 
Total current liabilities1,407,157 1,236,484 
Long-term liabilities
Long-term debt
8,194,171 8,195,170 
Deferred income taxes111,898 111,277 
Asset retirement obligations443,152 427,858 
Other liabilities1,261,134 864,509 
Total long-term liabilities
10,010,355 9,598,814 
Total liabilities (2)
11,417,512 10,835,298 
Equity and partners’ capital
Common units (393,775,833 and 408,141,366 units issued and outstanding at March 31, 2026, and December 31, 2025, respectively)
3,361,526 4,016,606 
General partner units (9,060,641 units issued and outstanding at March 31, 2026, and December 31, 2025)
4,265 4,624 
Total partners’ capital3,365,791 4,021,230 
Noncontrolling interests141,199 141,892 
Total equity and partners’ capital3,506,990 4,163,122 
Total liabilities, equity, and partners’ capital$14,924,502 $14,998,420 
________________________________________________________________________________________
(1)Total assets includes related-party amounts of $926.5 million and $946.4 million as of March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts receivable, net of $390.5 million and $407.9 million as of March 31, 2026, and December 31, 2025, respectively. See Note 6.
(2)Total liabilities includes related-party amounts of $1.2 billion and $666.9 million as of March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $25.0 million and $20.6 million as of March 31, 2026, and December 31, 2025, respectively. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
Partners’ Capital
thousandsCommon
Units		General Partner
Units		Noncontrolling
Interests		Total
Balance at December 31, 2025$4,016,606 $4,624 $141,892 $4,163,122 
Net income (loss)342,390 7,886 8,756 359,032 
Distributions to Chipeta noncontrolling interest owner— — (2,117)(2,117)
Distributions to noncontrolling interest owner of WES Operating— — (7,332)(7,332)
Distributions to Partnership unitholders(371,430)(8,245)— (379,675)
WES unit redemption with Occidental (1)
(610,000)— — (610,000)
Equity-based compensation expense10,854 — — 10,854 
Other(26,894)— — (26,894)
Balance at March 31, 2026$3,361,526 $4,265 $141,199 $3,506,990 
________________________________________________________________________________________
(1)See Note 5.

Partners’ Capital
thousandsCommon
Units		General Partner
Units		Noncontrolling
Interests		Total
Balance at December 31, 2024$3,224,802 $10,803 $139,565 $3,375,170 
Net income (loss)301,837 7,170 7,545 316,552 
Distributions to noncontrolling interest owner of WES Operating— — (6,949)(6,949)
Distributions to Partnership unitholders(333,068)(7,928)— (340,996)
Equity-based compensation expense8,248 — — 8,248 
Other(18,454)— — (18,454)
Balance at March 31, 2025$3,183,365 $10,045 $140,161 $3,333,571 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
thousands20262025
Cash flows from operating activities
Net income (loss)$359,032 $316,552 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization200,426 170,460 
Long-lived asset and other impairments
608 3 
Non-cash equity-based compensation expense
10,854 8,248 
Deferred income taxes621 1,713 
Accretion and amortization of long-term obligations, net
882 2,202 
Equity income, net – related parties(14,776)(20,435)
Distributions from equity-investment earnings – related parties
15,763 23,337 
(Gain) loss on divestiture and other, net (1)
6,367 4,667 
Other(4)190 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(50,226)28,634 
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(28,316)(46,684)
Change in other items, net(31,328)41,906 
Net cash provided by operating activities469,903 530,793 
Cash flows from investing activities
Capital expenditures(235,726)(142,402)
Contributions to equity investments – related parties(1,768)— 
Distributions from equity investments in excess of cumulative earnings – related parties9,889 11,007 
Proceeds from the sale of assets to third parties— 19 
(Increase) decrease in materials and supplies inventory and other(7,272)(9,414)
Net cash used in investing activities(234,877)(140,790)
Cash flows from financing activities
Borrowings, net of debt issuance costs(132)— 
Repayments of debt— (663,831)
Increase (decrease) in outstanding checks13,461 (113)
Distributions to Partnership unitholders (1)
(379,675)(340,996)
Distributions to Chipeta noncontrolling interest owner(2,117)— 
Distributions to noncontrolling interest owner of WES Operating(7,332)(6,949)
Other(31,227)(20,131)
Net cash used in financing activities(407,022)(1,032,020)
Net increase (decrease) in cash and cash equivalents(171,996)(642,017)
Cash and cash equivalents at beginning of period819,491 1,090,464 
Cash and cash equivalents at end of period$647,495 $448,447 
Supplemental disclosures
Interest paid, net of capitalized interest$124,776 $119,905 
Accrued capital expenditures97,352 88,894 
Income taxes paid (reimbursements received)3,449 — 
WES unit redemption with Occidental (1)
610,000 — 
_________________________________________________________________________________________
(1)See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended 
March 31,
thousands20262025
Revenues and other
Service revenues – fee based$933,302 $823,197 
Service revenues – product based88,767 59,252 
Product sales99,616 34,469 
Other1,894 198 
Total revenues and other (1)
1,123,579 917,116 
Equity income, net – related parties14,776 20,435 
Operating expenses
Cost of product102,884 41,492 
Operation and maintenance264,241 226,514 
General and administrative74,805 66,974 
Property and other taxes19,486 17,826 
Depreciation and amortization200,426 170,460 
Long-lived asset and other impairments608 3 
Total operating expenses (2)
662,450 523,269 
Gain (loss) on divestiture and other, net (3)
(6,367)(4,667)
Operating income (loss)469,538 409,615 
Interest expense(113,390)(97,293)
Other income (expense), net6,640 7,431 
Income (loss) before income taxes362,788 319,753 
Income tax expense (benefit)126 3,435 
Net income (loss)362,662 316,318 
Net income (loss) attributable to noncontrolling interest1,929 1,242 
Net income (loss) attributable to Western Midstream Operating, LP$360,733 $315,076 
________________________________________________________________________________________
(1)Total revenues and other includes related-party amounts of $561.5 million and $558.4 million for the three months ended March 31, 2026 and 2025, respectively. See Note 6.
(2)Total operating expenses includes related-party amounts of $(3.1) million and $(10.6) million for the three months ended March 31, 2026 and 2025, respectively, all primarily related to changes in imbalance positions. See Note 6.
(3)See Note 6.

See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except number of unitsMarch 31,
2026		December 31,
2025
ASSETS
Current assets
Cash and cash equivalents$636,376 $808,372 
Accounts receivable, net833,628 773,165 
Other current assets68,904 63,604 
Total current assets1,538,908 1,645,141 
Property, plant, and equipment
Cost17,865,350 17,648,375 
Less accumulated depreciation6,570,657 6,427,467 
Net property, plant, and equipment11,294,693 11,220,908 
Goodwill347,643 353,257 
Other intangible assets901,905 913,758 
Equity investments495,751 504,859 
Other assets340,631 345,529 
Total assets (1)
$14,919,531 $14,983,452 
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables$413,521 $376,947 
Short-term debt
445,603 448,825 
Accrued ad valorem taxes49,784 60,114 
Accrued liabilities456,549 326,873 
Total current liabilities1,365,457 1,212,759 
Long-term liabilities
Long-term debt
8,194,171 8,195,170 
Deferred income taxes33,892 36,646 
Asset retirement obligations443,152 427,858 
Other liabilities1,256,485 859,947 
Total long-term liabilities
9,927,700 9,519,621 
Total liabilities (2)
11,293,157 10,732,380 
Equity and partners’ capital
Common units (404,147,536 and 403,205,667 units issued and outstanding at March 31, 2026, and December 31, 2025, respectively)
2,723,066 3,347,576 
Preferred units (21,965,846 units issued and outstanding at March 31, 2026, and December 31, 2025)
868,978 868,978 
Total partners’ capital3,592,044 4,216,554 
Noncontrolling interest34,330 34,518 
Total equity and partners’ capital3,626,374 4,251,072 
Total liabilities, equity, and partners’ capital$14,919,531 $14,983,452 
_________________________________________________________________________________________
(1)Total assets includes related-party amounts of $932.8 million and $943.2 million as of March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts receivable, net of $401.4 million and $407.9 million as of March 31, 2026, and December 31, 2025, respectively. See Note 6.
(2)Total liabilities includes related-party amounts of $1.2 billion and $722.3 million as of March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $25.0 million and $76.0 million as of March 31, 2026, and December 31, 2025, respectively. See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL
(UNAUDITED)
thousandsCommon
Units		Preferred UnitsNoncontrolling
Interest		Total
Balance at December 31, 2025$3,347,576 $868,978 $34,518 $4,251,072 
Net income (loss)345,787 14,946 1,929 362,662 
Distributions to Chipeta noncontrolling interest owner— — (2,117)(2,117)
Distributions to WES Operating unitholders(370,965)(14,946)— (385,911)
Contributions of equity-based compensation from WES10,668 — — 10,668 
Distribution of receivable related to the WES unit redemption with Occidental (1)
(610,000)— — (610,000)
Balance at March 31, 2026$2,723,066 $868,978 $34,330 $3,626,374 
________________________________________________________________________________________
(1)See Note 5.

thousandsCommon
Units		Noncontrolling
Interest		Total
Balance at December 31, 2024$3,399,650 $26,476 $3,426,126 
Net income (loss)315,076 1,242 316,318 
Distributions to WES Operating unitholders(347,356)— (347,356)
Contributions of equity-based compensation from WES8,144 — 8,144 
Balance at March 31, 2025$3,375,514 $27,718 $3,403,232 
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM OPERATING, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended 
March 31,
thousands20262025
Cash flows from operating activities
Net income (loss)$362,662 $316,318 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization200,426 170,460 
Long-lived asset and other impairments608 3 
Non-cash equity-based compensation expense10,668 8,144 
Deferred income taxes(2,754)1,713 
Accretion and amortization of long-term obligations, net882 2,202 
Equity income, net – related parties(14,776)(20,435)
Distributions from equity-investment earnings – related parties15,763 23,337 
(Gain) loss on divestiture and other, net (1)
6,367 4,667 
Other(4)190 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(61,138)(9,486)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net(43,674)(30,834)
Change in other items, net(30,498)45,186 
Net cash provided by operating activities444,532 511,465 
Cash flows from investing activities
Capital expenditures(235,726)(142,402)
Contributions to equity investments – related parties(1,768)— 
Distributions from equity investments in excess of cumulative earnings – related parties9,889 11,007 
Proceeds from the sale of assets to third parties— 19 
(Increase) decrease in materials and supplies inventory and other(7,272)(9,414)
Net cash used in investing activities(234,877)(140,790)
Cash flows from financing activities
Borrowings, net of debt issuance costs(132)— 
Repayments of debt— (663,831)
Increase (decrease) in outstanding checks10,841 (118)
Distributions to WES Operating unitholders (1)
(385,911)(347,356)
Distributions to Chipeta noncontrolling interest owner(2,117)— 
Other(4,332)(1,677)
Net cash used in financing activities(381,651)(1,012,982)
Net increase (decrease) in cash and cash equivalents(171,996)(642,307)
Cash and cash equivalents at beginning of period808,372 1,084,446 
Cash and cash equivalents at end of period$636,376 $442,139 
Supplemental disclosures
Interest paid, net of capitalized interest$124,776 $119,905 
Accrued capital expenditures97,352 88,894 
Income taxes paid (reimbursements received)3,449 — 
Distribution of receivable related to the WES unit redemption with Occidental (1)
610,000 — 
________________________________________________________________________________________
(1)See Note 6.
See accompanying Notes to Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

General. Western Midstream Partners, LP (the “Partnership”) is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets. As of March 31, 2026, the Partnership owns, directly and indirectly, a 98.1% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating. In addition, Occidental owns the Partnership’s general partner and, as of March 31, 2026, a 1.9% limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”). See Noncontrolling interests below.
For purposes of these consolidated financial statements, the Partnership refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation, which became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko in 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and WES Operating for transactions with the Partnership that eliminate upon consolidation (see Note 6).
On October 15, 2025, the Partnership completed its previously announced acquisition of Aris Water Solutions, Inc. (“Aris”), pursuant to the Agreement and Plan of Merger, dated as of August 6, 2025 (the “Merger Agreement”), by and among the Partnership, Aris, and certain Partnership and Aris subsidiaries. Also, immediately following the closing of the Aris acquisition, WES Operating and Aris entered into certain post-closing restructuring transactions through which WES Operating issued preferred units to Aris in exchange for Aris’s operating subsidiaries, and WES Operating was the surviving entity in a merger with Aris Water Holdings, LLC, a subsidiary of Aris that was the issuer of its acquired outstanding senior notes (see Note 3).
The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids (“NGLs”), and crude oil; and gathering, transporting, recycling, treating, supplying, and disposing of produced water. In its capacity as a natural-gas processor, the Partnership also buys and sells residue, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of March 31, 2026, the Partnership’s assets and investments consisted of the following:
Wholly
Owned and
Operated		Operated
Interests		Non-Operated InterestsEquity
Interests
Gathering systems
13 2 1 — 
Treating facilities43 3 — — 
Processing plants/trains
27 3 — 1 
Produced-water gathering, treating, recycling, and disposal systems8 — — — 
NGLs pipelines2 — — 4 
Natural-gas pipelines
6 — — 1 
Crude-oil pipelines
2 1 — 1 

These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments. All significant intercompany transactions have been eliminated.
Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2025 Form 10-K, as filed with the SEC on February 18, 2026. Management believes that the disclosures made are adequate to make the information not misleading.
The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the elimination of the preferred unit investment in WES Operating with the Partnership’s underlying preferred capital account (see Note 5), (iv) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (v) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (vi) transactions between the Partnership and WES Operating that eliminate upon consolidation.

Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other reasonable methods. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Effects on the business, financial condition, and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information included herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements.

Noncontrolling interests. The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25% third-party interest in Chipeta for all periods presented and (ii) the 1.9%, 1.9%, and 2.0% limited partner interest in WES Operating as of March 31, 2026, December 31, 2025, and March 31, 2025, respectively, owned by an Occidental subsidiary. WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25% third-party interest in Chipeta.

Inventory. As of March 31, 2026, and December 31, 2025, other current assets includes (i) $0.8 million and $2.7 million, respectively, of NGLs inventory and (ii) $14.0 million and $10.1 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets. As of March 31, 2026, and December 31, 2025, other assets includes (i) $4.5 million and $3.2 million, respectively, of NGLs line-fill inventory and (ii) $141.9 million and $131.6 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather, transport, recycle, treat, supply and dispose of produced water in the United States. See Note 11.

Equity-based compensation. During the three months ended March 31, 2026 and 2025, the Partnership issued 941,869 and 770,505 common units, respectively, under its long-term incentive plans. Compensation expense was $11.0 million and $8.2 million for the three months ended March 31, 2026 and 2025, respectively.

New accounting pronouncements not yet adopted. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires additional disclosure and disaggregation of certain income statement expense line items and may be applied prospectively or retrospectively. The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal-year 2027 annual financial statements. The Partnership is assessing the impact of this guidance on its disclosures in the Notes to the Consolidated Financial Statements.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table summarizes revenue from contracts with customers:
Three Months Ended March 31,
thousands20262025
Revenue from customers
Service revenues – fee based$933,302 $823,197 
Service revenues – product based88,767 59,252 
Product sales99,616 34,469
Total revenue from customers1,121,685 916,918
Revenue from other than customers
Other1,894 198 
Total revenues and other$1,123,579 $917,116 

Contract balances. Receivables from customers, which are included in accounts receivable, net on the consolidated balance sheets, were $807.5 million and $737.0 million as of March 31, 2026, and December 31, 2025, respectively.
Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers:
thousands
Contract assets balance at December 31, 2025$10,515 
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period(867)
Additional estimated revenues recognized7,154 
Contract assets balance at March 31, 2026$16,802 
 
Contract assets at March 31, 2026
Other current assets$10,013 
Other assets6,789 
Total contract assets from contracts with customers$16,802 

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Contract liabilities primarily relate to (i) consideration received from customers for which revenue recognition is deferred, (ii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit.

The following table summarizes activity related to contract liabilities from contracts with customers:
thousands
Contract liabilities balance at December 31, 2025$767,148 
Cash received or receivable, excluding revenues recognized during the period6,197 
Revenues recognized that were included in the contract liability balance at the beginning of the period(32,262)
Non-cash consideration received for WES unit redemption from Occidental, net of revenues recognized in the period (1)
594,271 
Contract liabilities balance at March 31, 2026$1,335,354 
 
Contract liabilities at March 31, 2026
Accrued liabilities$185,942 
Other liabilities1,149,412 
Total contract liabilities from contracts with customers$1,335,354 
________________________________________________________________________________________
(1)See Note 6.

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2026, are presented in the table below. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Therefore, the following table represents only a portion of expected future revenues from existing contracts, as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes.
thousands
Remainder of 2026$1,142,973 
20271,660,240 
20281,182,021 
2029872,245 
2030727,346 
Thereafter2,395,391 
Total$7,980,216 

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES

Aris. On October 15, 2025, the Partnership closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion, including the cash and equity merger consideration, Aris’s outstanding debt of $80.0 million in revolving credit facility borrowings that were repaid at closing, and $500.0 million in principal amount of senior notes (see Note 9). Based on Aris shareholder consideration elections, the Partnership issued 26.6 million common units and paid $415.0 million in cash, funded with borrowings under the commercial paper program, in exchange for all issued and outstanding shares of Aris common stock. The cash paid to Aris shareholders (net of cash acquired as presented in the table below) was $368.6 million for the year ended December 31, 2025.
The Partnership acquired Aris to expand its existing produced-water infrastructure and access additional customers in the area. The assets acquired, located in Lea and Eddy Counties, New Mexico, and West Texas, include approximately 830 miles of produced-water pipeline, 1,812 MBbls/d of produced-water handling capacity, 1,560 MBbls/d of water recycling capacity, and 625,000 dedicated acres.
The Aris acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the Aris acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the Aris acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2025. For the three months ended March 31, 2026, general and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs of $0.5 million.
The following is the preliminary acquisition-date fair value for the assets acquired and liabilities assumed in the Aris acquisition. Measurement period adjustments recorded during the three months ended March 31, 2026, resulted in a $5.6 million reduction to goodwill. The preliminary fair values are subject to change within the measurement period (up to one year from the acquisition date), pending a final determination of the values assigned to tangible and identifiable intangible assets of approximately $10.0 million.

thousands
Assets acquired:
Cash and cash equivalents$46,362 
Accounts receivable, net90,240 
Other current assets9,627 
Property, plant, and equipment1,460,748 
Goodwill
342,860 
Other intangible assets
298,844 
Other assets16,706 
Total assets acquired2,265,387 
Liabilities assumed:
Accounts payable and accrued liabilities
6,683 
Other current liabilities153,173 
Long-term debt
531,675 
Asset retirement obligation52,020 
Other liabilities94,651 
Total liabilities assumed
838,202 
Net assets acquired$1,427,185 
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS AND DIVESTITURES

Goodwill recognized in the Aris acquisition relates primarily to enhancing and diversifying the Partnership’s water-asset position, as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its produced-water systems.
Other intangible assets recognized in the Aris acquisition are related to customer contracts. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired customer contracts and relationships, offset with appropriate charges for the use of contributory assets and discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 19 years, which represents the estimated term over which the customer contracts are expected to contribute to the Partnership’s cash flows.
The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Aris acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the produced-water disposal and recycling systems and related facilities and equipment are based on market and cost approaches.

4. PARTNERSHIP DISTRIBUTIONS

Partnership distributions. The Partnership distributes all of its available cash, as defined in the partnership agreement, to unitholders of record on the applicable record date within 55 days following each quarter’s end.
The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:
thousands except per-unit amounts
Quarters Ended
Total Quarterly
Per-unit
Distribution		Total Quarterly
Cash Distribution		Distribution
Date		Record
Date
2025
March 31$0.910 $355,253 May 15, 2025May 2, 2025
June 300.910 355,254 August 14, 2025August 1, 2025
September 300.910 379,521 November 14, 2025October 31, 2025
December 310.910 379,675 February 13, 2026February 2, 2026
2026
March 31$0.930 $374,643 May 15, 2026May 1, 2026

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, according to the terms of its limited partnership agreement. WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:
thousands
Quarters Ended
Total Quarterly
Cash Distribution		Distribution
Date
2025
March 31$363,290 May 2025
June 30363,290 August 2025
September 30391,568 October 2025
December 31385,911 February 2026
2026
March 31$378,683 May 2026
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of March 31, 2026, Occidental held 150,374,176 common units, representing a 37.3% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.2% general partner interest in the Partnership. The public held 243,401,657 common units, representing a 60.5% limited partner interest in the Partnership. On January 16, 2026, the Partnership and subsidiaries of Occidental entered into a unit redemption agreement (“Unit Redemption Agreement”) providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership (see Note 6), valued at $610.0 million.

Partnership equity repurchases. In February 2025, the Board authorized the Partnership to buy back up to $250.0 million of the Partnership’s common units through December 31, 2026 (the “2025 Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the three months ended March 31, 2026, the Partnership repurchased no common units. As of March 31, 2026, the Partnership had an authorized amount of $250.0 million remaining under the program.

Holdings of WES Operating equity. On October 15, 2025, WES Operating issued preferred units to Aris, a wholly owned subsidiary of the Partnership, in connection with the Aris acquisition (see Note 1). As of March 31, 2026, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.1% limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 1.9% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.
The following table provides a reconciliation between basic and diluted net income (loss) per common unit:
Three Months Ended 
March 31,
thousands except per-unit amounts20262025
Net income (loss)
Limited partners’ interest in net income (loss)$342,390 $301,837 
Weighted-average common units outstanding
Basic399,095 380,986 
Dilutive effect of non-vested phantom units1,474 1,508 
Diluted400,569 382,494 
Excluded due to anti-dilutive effect402 250 
Net income (loss) per common unit
Basic$0.86 $0.79 
Diluted$0.85 $0.79 

WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

Summary of related-party transactions. The following tables summarize material related-party transactions included in the Partnership’s consolidated financial statements:
Statements of operations
Three Months Ended 
March 31,
thousands20262025
Revenues and other
Service revenues – fee based$538,061 $541,745 
Service revenues – product based17,026 11,859 
Product sales5,855 4,798 
Other517 — 
Total revenues and other561,459 558,402 
Equity income, net – related parties (1)
14,776 20,435 
Operating expenses
Cost of product (2)
(6,030)(14,014)
Operation and maintenance1,449 1,921 
General and administrative(20)31 
Total operating expenses(4,601)(12,062)
Gain (loss) on divestiture and other, net1,366 — 
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes related-party natural-gas and NGLs imbalances.

Balance sheets
thousandsMarch 31,
2026		December 31,
2025
Assets
Accounts receivable, net$390,511 $407,941 
Other current assets6,478 524 
Equity investments (1)
495,751 504,859 
Other assets33,717 33,124 
Total assets926,457 946,448 
Liabilities
Accounts and imbalance payables25,005 20,639 
Accrued liabilities181,508 14,991 
Other liabilities (2)
1,030,993 631,291 
Total liabilities1,237,506 666,921 
_________________________________________________________________________________________
(1)See Note 7.
(2)Includes contract liabilities from contracts with customers. See Note 2.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

Statements of cash flows
Three Months Ended 
March 31,
thousands20262025
Distributions from equity-investment earnings – related parties
$15,763 $23,337 
Contributions to equity investments – related parties(1,768)— 
Distributions from equity investments in excess of cumulative earnings – related parties9,889 11,007 
Distributions to Partnership unitholders (1)
(159,015)(152,899)
Distributions to WES Operating unitholders (2)
(7,332)(6,949)
_________________________________________________________________________________________
(1)Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership. See Note 4 and Note 5.
(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

The following tables summarize material related-party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:
Statements of operations
Three Months Ended 
March 31,
thousands20262025
General and administrative (1)
$1,500 $1,537 
_________________________________________________________________________________________
(1)Includes an intercompany service fee between the Partnership and WES Operating.

Balance sheets
thousandsMarch 31,
2026		December 31,
2025
Accounts receivable, net (1)
$401,426 $407,941 
Other current assets6,360 447 
Other assets29,245 29,957 
Accounts and imbalance payables (1)
25,005 76,040 
_________________________________________________________________________________________
(1)Includes balances related to transactions between the Partnership and WES Operating.

Statements of cash flows
Three Months Ended 
March 31,
thousands20262025
Distributions to WES Operating unitholders (1)
$(385,911)$(347,356)
_________________________________________________________________________________________
(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, according to the terms of WES Operating’s partnership agreement. See Note 4 and Note 5.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

Related-party revenues. Related-party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, NGLs, and water solutions volumes to Occidental.

Gathering and processing agreements. The Partnership has significant gathering, treating, processing, stabilization, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 33% and 36% for the three months ended March 31, 2026 and 2025, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 92% and 91% for the three months ended March 31, 2026 and 2025, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 38% and 80% for the three months ended March 31, 2026 and 2025, respectively, which decreased primarily due to the addition of third-party volumes from the Aris acquisition.
The Partnership has discussed varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost-of-service rates under an oil-gathering contract related to the Partnership’s DJ Basin oil-gathering system. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non-cash charge to earnings.
During the first quarter of 2026, Delaware Basin Midstream LLC (“DBM”), a subsidiary of the Partnership, entered into an amendment (the “GGA Amendment”) to its Delaware Basin gas gathering agreement with Anadarko E&P Onshore LLC (“AEP”), a subsidiary of Occidental, to, among other things, (i) replace its cost-of-service-based gathering fee structure with a fixed-fee structure, (ii) add a new minimum-volume commitment through the end of 2027, and (iii) modify the process for certain dedication-related acreage transfers and releases. On January 16, 2026, and in connection with the GGA Amendment and related transactions, including an agreement between DBM and a subsidiary of ConocoPhillips pursuant to which DBM will gather and process certain volumes of natural gas already existing on the Partnership’s system, and conforming modifications to the terms of the associated processing arrangements between subsidiaries of the Partnership and Occidental, the Partnership and subsidiaries of Occidental also entered into a Unit Redemption Agreement providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership, valued at $610.0 million.
As of March 31, 2026, Occidental indirectly holds all of the equity interests of the general partner and, following the consummation of the transactions contemplated by the Unit Redemption Agreement, indirectly holds 38.2% of the Partnership’s outstanding common units. The Unit Redemption Agreement and the GGA Amendment and related transactions were reviewed and approved by the Special Committee of the Board of Directors of the general partner, consisting entirely of independent members of the Board of Directors, and, based upon the recommendation of the Special Committee, the full Board of Directors.

Marketing services. While the Partnership markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Operating leases. Certain surface-use and salt-water disposal agreements between an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership are classified as operating leases (see Related-party commercial agreement below). In addition, the Partnership has operating leases for field offices with Occidental as the lessor.


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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. RELATED-PARTY TRANSACTIONS

Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field-related costs, field offices, and easements (see Related-party commercial agreement below) supporting the Partnership’s operations at certain assets. General and administrative expense includes amounts accrued for or paid to Occidental for certain reimbursed expenses pursuant to the provisions of the Partnership’s and WES Operating’s agreements with Occidental. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related-party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing services in the section above. Related-party expenses bear no direct relationship to related-party revenues, and third-party expenses bear no direct relationship to third-party revenues.

Services Agreement. Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, between WES Operating GP and Occidental (“Services Agreement”). Most of the administrative and operational services previously provided by Occidental fully transitioned to the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

Construction reimbursement agreements and purchases and sales with related parties. From time to time, the Partnership enters into construction reimbursement agreements with Occidental providing that the Partnership will manage the construction of certain midstream infrastructure for Occidental in the Partnership’s areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by the Partnership on a cost or cost-plus basis.
Additionally, from time to time, in support of the Partnership’s business, the Partnership purchases and sells equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates.

Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and the Partnership amended certain West Texas surface-use and salt-water disposal agreements to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the amended agreements was $30.0 million at the time the agreement was executed. As a result of the amendments, (i) these agreements are classified as operating leases and (ii) a right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021. The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements.

Customer concentration. Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. EQUITY INVESTMENTS

The following table presents the financial statement impact of the Partnership’s equity investments:
thousandsPercentage Ownership InterestBalance at December 31, 2025Equity
income, net		ContributionsDistributions
Distributions
in excess of
cumulative
earnings (1)
Balance at March 31, 2026
FRP33.33 %$176,806 $8,311 $— $(8,812)$(3,318)$172,987 
Mi Vida50.00 %31,741 (2,005)1,768 1,979 (1,979)31,504 
Red Bluff Express30.00 %111,795 4,825 — (4,825)(461)111,334 
Rendezvous (2)
22.00 %372 (171)— (101)(100)— 
TEG20.00 %13,935 135 — (141)(154)13,775 
TEP20.00 %164,034 2,908 — (3,090)(2,996)160,856 
White Cliffs10.00 %6,176 773 — (773)(881)5,295 
Total$504,859 $14,776 $1,768 $(15,763)$(9,889)$495,751 
_________________________________________________________________________________________
(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.
(2)Carrying value reduced to zero as of March 31, 2026, as cumulative equity method losses exceeded our investment balance. Further losses have been suspended as the Partnership has no obligation to fund losses or provide other financial support.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. SELECTED COMPONENTS OF WORKING CAPITAL

A summary of accounts receivable, net is as follows:
The PartnershipWES Operating
thousandsMarch 31,
2026		December 31,
2025		March 31,
2026		December 31,
2025
Trade receivables, net$812,799 $759,183 $823,714 $759,183 
Other receivables, net9,948 14,014 9,914 13,982 
Total accounts receivable, net$822,747 $773,197 $833,628 $773,165 

A summary of other current assets is as follows:
The PartnershipWES Operating
thousandsMarch 31,
2026		December 31,
2025		March 31,
2026		December 31,
2025
NGLs inventory$837 $2,733 $837 $2,733 
Materials and supplies13,965 10,103 13,965 10,103 
Imbalance receivables15,826 12,220 15,826 12,220 
Prepaid insurance11,087 16,111 10,944 15,540 
Contract assets10,013 3,386 10,013 3,386 
Other17,437 19,700 17,319 19,622 
Total other current assets$69,165 $64,253 $68,904 $63,604 

A summary of accrued liabilities is as follows:
The PartnershipWES Operating
thousandsMarch 31,
2026		December 31,
2025		March 31,
2026		December 31,
2025
Accrued interest expense$123,663 $136,006 $123,663 $136,006 
Short-term asset retirement obligations
8,493 9,942 8,493 9,942 
Short-term remediation and reclamation obligations
8,359 8,376 8,359 8,376 
Income taxes payable11,567 9,430 12,271 9,430 
Contract liabilities185,942 22,883 185,942 22,883 
Accrued payroll and benefits39,267 69,623 — 4,450 
Short-term lease liabilities67,675 65,295 67,675 65,295 
Other (1)
52,992 86,820 50,146 70,491 
Total accrued liabilities$497,958 $408,375 $456,549 $326,873 
_________________________________________________________________________________________
(1)Includes aid-in-construction reimbursement prepayments, other employee expenses, and Aris-related accruals as of December 31, 2025.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. DEBT

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt:
March 31, 2026December 31, 2025
thousandsPrincipalCarrying
Value
Fair
Value (1)
PrincipalCarrying
Value
Fair
Value (1)
Short-term debt
Senior Notes$440,505 $440,356 $440,505 $440,505 $440,205 $440,923 
Finance lease liabilities5,247 5,247 5,247 8,620 8,620 8,620 
Total short-term debt
$445,752 $445,603 $445,752 $449,125 $448,825 $449,543 
 
Long-term debt
Senior Notes (2)
$8,236,329 $8,183,025 $7,898,546 $8,236,329 $8,182,745 $8,010,240 
Finance lease liabilities11,146 11,146 11,146 12,425 12,425 12,425 
Total long-term debt
$8,247,475 $8,194,171 $7,909,692 $8,248,754 $8,195,170 $8,022,665 
_________________________________________________________________________________________
(1)Fair value is measured using the market approach and Level 2 fair-value inputs.
(2)As of March 31, 2026, maturity dates range from 2028 to 2050.

Debt activity. The following table summarizes the debt activity for the period presented:
thousandsCarrying Value
Balance at December 31, 2025$8,643,995 
Finance lease liabilities(4,652)
Other431 
Balance at March 31, 2026$8,639,774 

WES Operating Senior Notes. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050 were 4.169% and 5.363%, respectively, at March 31, 2026 and 2025. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.
As of March 31, 2026, the 4.650% Senior Notes due 2026 were classified as short-term debt on the consolidated balance sheet. Subsequent to March 31, 2026, WES Operating retired the 4.650% Senior Notes due 2026 with proceeds from the public offerings of $1.2 billion in aggregate principal amount of Senior Notes issued in the fourth quarter of 2025.
As of March 31, 2026, WES Operating was in compliance with all covenants under the relevant governing indentures.

Revolving credit facility. As of March 31, 2026, there were no outstanding borrowings, resulting in $2.0 billion in effective borrowing capacity under the RCF. As of March 31, 2026 and 2025, the interest rate on any outstanding RCF borrowings was 4.96% and 5.62%, respectively. The facility-fee rate was 0.20% at March 31, 2026 and 2025. As of March 31, 2026, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program. In November 2023, WES Operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $2.0 billion. The maturities of the notes may vary but may not exceed 397 days. As of March 31, 2026, there were no outstanding borrowings under the commercial paper program.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of March 31, 2026, and December 31, 2025, the consolidated balance sheets included $9.9 million and $10.0 million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included in accrued liabilities, and the long-term portion of these amounts is included in other liabilities. The majority of payments related to these obligations are expected to be made over the next year. See Note 8. As of March 31, 2026, and December 31, 2025, the recorded obligations reflect gross amounts and exclude $5.9 million and $6.5 million, respectively, of anticipated insurance recoveries which are included in accounts receivable, net.

Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory, and other proceedings in various forums regarding performance, contracts, and other matters that arise in the ordinary course of business. Management is not aware of any such proceeding for which the final disposition could have a material adverse effect on the Partnership’s financial condition, results of operations, or cash flows.

Other commitments. The Partnership has payment obligations, or commitments, that include, among other things, a revolving credit facility, other third-party long-term debt, obligations related to the Partnership’s capital spending programs, pipeline and offload commitments, and various operating and finance leases. The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset-integrity projects at the DBM water systems, West Texas complex, Powder River Basin complex, DJ Basin complex, and DBM oil system.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. REPORTABLE SEGMENT

Segment overview. The Partnership’s chief operating decision maker (“CODM”) is the Partnership’s President and Chief Executive Officer who assesses performance and allocates resources on a consolidated basis due to the similar nature of services provided to customers across the Partnership’s domestic asset portfolio. The CODM does not assess performance and allocate resources separately for Western Midstream Operating, LP. Accordingly, the Partnership has a single operating and reportable segment, all the assets of which are in the United States and gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather, transport, recycle, treat, supply, and dispose of produced water.

Performance measures. Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) is used as the performance measure by the Partnership’s CODM in assessing performance and allocating resources to the Partnership’s single operating and reportable segment. Net income (loss) is the most comparable GAAP metric to the performance metric of non-GAAP Adjusted EBITDA. The Partnership defines Adjusted EBITDA as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, (vi) other items impacting comparability with the Partnership’s core operating performance, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses.
Adjusted EBITDA is a non-GAAP financial measure that the CODM utilizes to assess (i) the Partnership’s operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis, (ii) the ability of the Partnership’s assets to generate cash flow to make distributions, and (iii) the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities. The Partnership’s calculation of Adjusted EBITDA may or may not be comparable to similarly titled measures used by others.
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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. REPORTABLE SEGMENT

Summarized financial information. The following table presents information about the Partnership’s single operating and reportable segment, including (i) total revenues and other, (ii) significant expenses, and (iii) other segment items:
Three Months Ended 
March 31,
thousands20262025
Revenues from external customers (1)
$1,121,685 $916,918 
Other revenues
1,894 198 
Total revenues and other
1,123,579 917,116 
Equity income, net – related parties14,776 20,435 
Less significant expenses: (2)
Operation and maintenance264,241 226,514 
Cash general and administrative costs (3)
62,829 57,704 
Less other segment items:
Depreciation and amortization200,426 170,460 
Interest expense113,390 97,293 
Other (income) expense, net (4)
(6,730)(7,477)
Income tax expense (benefit)
3,501 3,435 
Other (5)
141,666 73,070 
Net income (loss)$359,032 $316,552 
_________________________________________________________________________________________
(1)Includes Service revenue - fee based, Service revenue - product based, and Product sales.
(2)The significant expense categories and amounts align with the information that is regularly provided to the CODM.
(3)General and administrative expense as presented in the consolidated statements of operations less non-cash equity-based compensation expense and non-cash amortization of cloud-computing arrangements.
(4)Includes interest income earned on cash and cash equivalent balances.
(5)Other includes: (i) cost of product, (ii) non-cash equity-based compensation expense, (iii) non-cash amortization of cloud-computing arrangements, (iv) property and other taxes, (v) long-lived asset and other impairments, (vi) gain (loss) on divestiture and other, net, and (vii) gain (loss) on early extinguishment of debt.

The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets. As of March 31, 2026, and December 31, 2025, the consolidated balance sheets includes $14.9 billion and $15.0 billion, respectively, of total assets, which includes $495.8 million and $504.9 million of assets related to equity investments as of March 31, 2026, and December 31, 2025, respectively.
Capital expenditures for additions to long-lived assets were $235.7 million and $142.4 million for the three months ended March 31, 2026 and 2025, respectively.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. SUBSEQUENT EVENT

Brazos Delaware. On May 6, 2026, the Partnership entered into a definitive agreement pursuant to which the Partnership will acquire all of the outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction valued at $1.6 billion. Under the terms of the agreement, the Partnership will issue approximately $800.0 million in common units of the Partnership and pay cash consideration of approximately $800.0 million, subject to customary adjustments, to the seller, Brazos Permian II, LLC, at closing. The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper. Completion of the transaction is expected to occur in the second quarter of 2026, subject to customary closing conditions and regulatory approvals.
Brazos Delaware is a privately held midstream company that owns a gathering and processing platform in the Texas Delaware Basin, with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. The assets of Brazos Delaware include approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity at the Comanche Processing Complex, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2025 Form 10-K as filed with the SEC on February 18, 2026.
The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.1% partnership interest in WES Operating, as of March 31, 2026. Amounts attributable to noncontrolling interests presented in this Item 2 consist of (i) the 25% third-party interest in Chipeta for all periods presented, and only for natural-gas assets for throughput attributable to WES, and (ii) the 1.9%, 1.9%, and 2.0% limited partner interest in WES Operating as of March 31, 2026, December 31, 2025, and March 31, 2025, respectively, owned by an Occidental subsidiary. See Note 1—Description of Business and Basis of Presentation and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made in this Form 10-Q, and may make in other public filings, press releases, and statements by management, forward-looking statements concerning our operations, economic performance, and financial condition. These forward-looking statements include statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions. These statements discuss future expectations, contain projections of results of operations or financial condition, or include other “forward-looking” information.
Although we and our general partner believe that the expectations reflected in our forward-looking statements are reasonable, neither we nor our general partner can provide any assurance that such expectations will prove correct. These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, the following:

•our ability to pay distributions to our unitholders and the amount of such distributions;
•our assumptions about the energy market;
•future throughput (including Occidental production) that is gathered or processed by, or transported through, our assets;
•our operating results;
•competitive conditions;
•technology;
•the availability of capital resources to fund acquisitions, capital expenditures, and other contractual obligations, and our ability to access financing through the debt or equity capital markets;
•the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services;
•commodity-price risks inherent in percent-of-proceeds, percent-of-product, keep-whole, and fixed-recovery processing contracts;
•weather and natural disasters;
•inflation;
•the availability of goods and services;
•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;
•federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural-gas development or operations;
•environmental liabilities;
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•legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;
•changes in the financial or operational condition of Occidental;
•the creditworthiness of Occidental or our other counterparties, including financial institutions, operating partners, and other parties;
•changes in Occidental’s capital program, corporate strategy, or other desired areas of focus;
•our commitments to capital projects;
•our ability to access liquidity under the RCF and commercial paper program;
•our ability to repay debt;
•the resolution of litigation or other disputes;
•conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities;
•our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;
•our ability to acquire assets on acceptable terms from third parties;
•non-payment or non-performance of significant customers, including under gathering, processing, transportation, and disposal agreements;
•the timing, amount, and terms of future issuances of equity and debt securities;
•the outcome of pending and future regulatory, legislative, or other proceedings or investigations, and continued or additional disruptions in operations that may occur as we and our customers comply with any regulatory orders or other state or local changes in laws or regulations;
•cyber-attacks or security breaches; and
•other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the 2025 Form 10-K, in our quarterly reports on Form 10-Q, and in our other public filings and press releases.

Risk factors and other factors noted throughout or incorporated by reference in this Form 10-Q could cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
EXECUTIVE SUMMARY

We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering, transporting, recycling, treating, supplying, and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell residue, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming). As of March 31, 2026, our assets and investments consisted of the following:
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Wholly
Owned and
Operated		Operated
Interests		Non-Operated
Interests		Equity
Interests
Gathering systems
13 2 1 — 
Treating facilities43 3 — — 
Processing plants/trains
27 3 — 1 
Produced-water gathering, treating, recycling, and disposal systems8 — — — 
NGLs pipelines2 — — 4 
Natural-gas pipelines
6 — — 1 
Crude-oil pipelines
2 1 — 1 

Significant financial and operational events during the three months ended March 31, 2026, included the following:

•Our first-quarter 2026 per-unit distribution of $0.930 increased $0.02 from the fourth-quarter 2025 per-unit distribution of $0.910.
•Executed an amendment to one of our West Texas complex gas-gathering agreements to replace cost-of-service fees with fixed fees and add a new minimum-volume commitment through 2027, in exchange for the redemption of WES common units. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

The following table provides additional information on throughput for the periods presented below:
Three Months Ended
March 31, 2026December 31, 2025Inc/
(Dec)		March 31, 2025Inc/
(Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin2,035 1,974 3 %1,975 3 %
DJ Basin1,520 1,530 (1)%1,404 8 %
Powder River Basin396 383 3 %463 (14)%
Equity investments464 525 (12)%550 (16)%
Other978 931 5 %899 9 %
Total throughput for natural-gas assets5,393 5,343 1 %5,291 2 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin272 261 4 %256 6 %
DJ Basin97 95 2 %94 3 %
Powder River Basin25 26 (4)%25 — %
Equity investments102 99 3 %103 (1)%
Other35 37 (5)%36 (3)%
Total throughput for crude-oil and NGLs assets531 518 3 %514 3 %
Throughput for produced-water assets (MBbls/d)
Delaware Basin2,848 2,744 4 %1,190 139 %
Total throughput for produced-water assets2,848 2,744 4 %1,190 139 %

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OUTLOOK

We expect our business to be affected by the below-described key trends and uncertainties. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove incorrect, our actual results may vary materially from expected results.

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can impact the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. The New York Mercantile Exchange West Texas Intermediate crude-oil daily settlement prices during the three months ended March 31, 2026, ranged from a low of $55.99 per barrel in January 2026 to a high of $102.88 per barrel in March 2026, and prices during 2025 ranged from a low of $55.27 per barrel in December 2025 to a high of $80.04 per barrel in January 2025. The Waha Hub natural-gas prices during the three months ended March 31, 2026, ranged from a low of ($7.79) per MMBtu in March 2026 to a high of $14.47 per MMBtu in January 2026, and prices during 2025 ranged from a low of ($8.82) per MMBtu in October 2025 to a high of $7.50 per MMBtu in January 2025. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.
Additionally, even in favorable commodity-price environments, our customers face operational challenges such as severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and optimizing large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can significantly impact the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

Impact of inflation and tariffs. High inflation in the U.S. has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, raising operating costs and capital expenditures. Additionally, the Trump administration has imposed significant import tariffs, including on imports of steel and aluminum, and may impose further tariffs on other U.S. trading partners. These tariffs could substantially increase our operating and capital costs. While future inflation and tariff impacts are uncertain, higher operating and capital costs could materially and negatively affect financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.

Impact of interest rates. Interest rates can be volatile, affecting our interest expense on RCF and commercial paper borrowings. Future increased interest rates would likely result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates may affect investor yield requirements. A rising interest-rate environment could have an adverse impact on our unit price and ability to issue equity to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our peers face similar interest-rate dynamics.
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ACQUISITIONS AND DIVESTITURES

During the fourth quarter of 2025, we closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion. See Note 3—Acquisitions and Divestitures, Note 5—Equity and Partners’ Capital, and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

RESULTS OF OPERATIONS

OPERATING RESULTS

The following tables and discussion present a summary of our results of operations:
Three Months Ended
thousandsMarch 31, 2026December 31, 2025March 31, 2025
Total revenues and other (1)
$1,123,579 $1,031,481 $917,116 
Equity income, net – related parties14,776 21,378 20,435 
Total operating expenses (1)
662,795 744,234 523,081 
Gain (loss) on divestiture and other, net(6,367)(3,065)(4,667)
Operating income (loss)469,193 305,560 409,803 
Interest expense(113,390)(105,674)(97,293)
Other income (expense), net6,730 3,706 7,477 
Income (loss) before income taxes362,533 203,592 319,987 
Income tax expense (benefit)3,501 7,323 3,435 
Net income (loss)359,032 196,269 316,552 
Net income (loss) attributable to noncontrolling interests8,756 5,588 7,545 
Net income (loss) attributable to Western Midstream Partners, LP (2)
$350,276 $190,681 $309,007 
_________________________________________________________________________________________
(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, NGLs, and water solutions volumes to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2026, to the three months ended December 31, 2025, or to the three months ended March 31, 2025, as applicable.
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Throughput
Three Months Ended
March 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation430 381 13 %371 16 %
Processing4,499 4,437 1 %4,370 3 %
Equity investments (1)
464 525 (12)%550 (16)%
Total throughput5,393 5,343 1 %5,291 2 %
Throughput attributable to noncontrolling interests184 181 2 %181 2 %
Total throughput attributable to WES for natural-gas assets
5,209 5,162 1 %5,110 2 %
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation429 419 2 %411 4 %
Equity investments (1)
102 99 3 %103 (1)%
Total throughput531 518 3 %514 3 %
Throughput attributable to noncontrolling interests10 10 — %11 (9)%
Total throughput attributable to WES for crude-oil and NGLs assets
521 508 3 %503 4 %
Throughput for produced-water assets (MBbls/d)
Gathering, disposal, and water solutions2,848 2,744 4 %1,190 139 %
Throughput attributable to noncontrolling interests53 51 4 %24 121 %
Total throughput attributable to WES for produced-water assets (2)
2,795 2,693 4 %1,166 140 %
_________________________________________________________________________________________
(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.
(2)Water solutions volumes include groundwater and gathered produced water that is treated and recycled.

Natural-gas assets
Total throughput attributable to WES for natural-gas assets increased by 47 MMcf/d compared to the three months ended December 31, 2025, primarily due to higher throughput at the West Texas complex due to increased production in the area.
Total throughput attributable to WES for natural-gas assets increased by 99 MMcf/d compared to the three months ended March 31, 2025, primarily due to (i) higher throughput at the DJ Basin, West Texas, and Chipeta complexes due to increased production in the areas, and (ii) higher throughput on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in the fourth quarter of 2025. These increases were offset partially by (i) lower throughput at the Powder River Basin complex due to decreased production in the area and (ii) lower throughput at the Mi Vida plant.

Crude-oil and NGLs assets
Total throughput attributable to WES for crude-oil and NGLs assets increased by 13 MBbls/d compared to the three months ended December 31, 2025, primarily due to (i) higher throughput at the DBM oil system due to increased production in the area and (ii) higher throughput on the FRP pipeline.
Total throughput attributable to WES for crude-oil and NGLs assets increased by 18 MBbls/d compared to the three months ended March 31, 2025, primarily due to higher throughput at the DBM oil system due to increased production in the area.

Produced-water assets
Total throughput attributable to WES for produced-water assets increased by 102 MBbls/d and 1,629 MBbls/d compared to the three months ended December 31, 2025, and March 31, 2025, respectively, due to higher throughput at the DBM water systems, including the acquisition of Aris.
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Revenues
Three Months Ended
thousands except percentages and per-unit amounts
March 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Service revenues – fee based$933,302 $910,183 3 %$823,197 13 %
 
Other revenues from customers
Service revenues – product based$88,767 $50,253 77 %$59,252 50 %
Product sales99,616 69,803 43 %34,469 189 %
Total other revenues from customers
$188,383 $120,056 57 %$93,721 101 %
 
Per-unit gross average sales price:
Natural gas (per Mcf)$(0.20)$(0.19)5 %$2.06 (110)%
NGLs (per Bbl)23.19 20.84 11 %29.75 (22)%
Skim-oil (per Bbl)66.9354.4123 %69.96(4)%

Service revenues – fee based
Service revenues – fee based increased by $23.1 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $26.7 million at the Springfield systems and DJ Basin oil system primarily due to annual cumulative catch-up adjustments for cost-of-service changes that decreased revenue during the fourth quarter of 2025 and (ii) $5.5 million at the DBM water systems due to the acquisition of Aris and increased throughput. These increases were offset partially by a decrease of $7.1 million at the DJ Basin complex due to decreased throughput.
Service revenues – fee based increased by $110.1 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $103.6 million at the DBM water systems due to the acquisition of Aris and increased throughput, partially offset by lower average fees, and (ii) $5.4 million at the DBM oil system due to increased throughput and deficiency fees on certain contracts with increasing throughput minimums.

Other revenues from customers
Other revenues from customers increased by $68.3 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $37.8 million at the West Texas complex due to increased net volumes sold and net average prices and (ii) $26.9 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and average prices.
Other revenues from customers increased by $94.7 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $49.2 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes, and (ii) $47.1 million at the West Texas complex due to increased net volumes sold and as a result of changes in contract mix.

Equity Income, Net – Related Parties
Three Months Ended
thousands except percentagesMarch 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Equity income, net – related parties$14,776 $21,378 (31)%$20,435 (28)%

Equity income, net – related parties decreased by $6.6 million compared to the three months ended December 31, 2025, primarily due to decreases of $3.9 million and $3.2 million at FRP and TEP, respectively.
Equity income, net – related parties decreased by $5.7 million compared to the three months ended March 31, 2025, primarily due to a decrease of $4.5 million at Mi Vida.



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Table of Contents
Cost of Product and Operation and Maintenance Expenses
Three Months Ended
thousands except percentagesMarch 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Natural-gas purchases
$7,957 $7,534 6 %$14,017 (43)%
NGLs purchases96,146 65,544 47 %60,418 59 %
Other(1,219)(1,460)17 %(32,943)96 %
Cost of product102,884 71,618 44 %41,492 148 %
Operation and maintenance264,241 252,368 5 %226,514 17 %
Total Cost of product and Operation and maintenance expenses$367,125 $323,986 13 %$268,006 37 %

Natural-gas purchases
Natural-gas purchases decreased by $6.1 million compared to the three months ended March 31, 2025, primarily due to lower average prices at the West Texas complex.

NGLs purchases
NGLs purchases increased by $30.6 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $13.3 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes and higher average prices, and (ii) $10.7 million and $4.9 million at the West Texas and DJ Basin complexes, respectively, due to higher purchased volumes and increased average prices.
NGLs purchases increased by $35.7 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $24.5 million at the DBM water systems due to the acquisition of Aris, including increased skim-oil volumes, and (ii) $8.8 million at the West Texas complex due to higher purchased volumes.

Other items
Other items increased by $31.7 million compared to the three months ended March 31, 2025, primarily due to changes in imbalance positions at the West Texas and DJ Basin complexes.

Operation and maintenance expense
Operation and maintenance expense increased by $11.9 million compared to the three months ended December 31, 2025, primarily due to increases of (i) $5.6 million in salaries and wages costs, (ii) $2.6 million in utility expense, and (iii) $2.4 million in land-related costs.
Operation and maintenance expense increased by $37.7 million compared to the three months ended March 31, 2025, primarily due to an increase of $54.6 million related to the acquisition of Aris, partially offset by $15.4 million in equipment maintenance and repair costs.


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Table of Contents
Other Operating Expenses
Three Months Ended
thousands except percentagesMarch 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
General and administrative$75,150 $201,871 (63)%$66,786 13 %
Property and other taxes19,486 17,986 8 %17,826 9 %
Depreciation and amortization200,426 197,882 1 %170,460 18 %
Long-lived asset and other impairments608 2,509 (76)%3 NM
Total other operating expenses$295,670 $420,248 (30)%$255,075 16 %
_________________________________________________________________________________________
NM—Not meaningful

General and administrative expenses
General and administrative expenses decreased by $126.7 million compared to the three months ended December 31, 2025, primarily due to $120.5 million in acquisition-related expenses associated with the Aris transaction in the fourth quarter of 2025, including $104.6 million in severance payments and $15.9 million in professional services for financial advisory, legal, and other professional fees.
General and administrative expenses increased by $8.4 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $4.3 million in salaries and wages costs and (ii) $3.5 million in corporate-related costs.

Depreciation and amortization expense
Depreciation and amortization expense increased by $30.0 million compared to the three months ended March 31, 2025, primarily due to $26.3 million related to the acquisition of Aris.

Interest Expense
Three Months Ended
thousands except percentagesMarch 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Long-term and short-term debt$(115,532)$(106,845)8 %$(96,060)20 %
Finance lease liabilities(296)(509)(42)%(583)(49)%
Commitment fees and amortization of debt-related costs(1,868)(1,838)2 %(3,201)(42)%
Capitalized interest4,306 3,518 22 %2,551 69 %
Interest expense$(113,390)$(105,674)7 %$(97,293)17 %

Interest expense increased by $7.7 million compared to the three months ended December 31, 2025, primarily due to an increase of $11.1 million of interest incurred on the 4.800% Senior Notes due in 2031 and 5.500% Senior Notes due in 2035 that were issued during the fourth quarter of 2025, partially offset by a decrease of $3.5 million due to no borrowings on the commercial paper program during the first quarter of 2026.
Interest expense increased by $16.1 million compared to the three months ended March 31, 2025, primarily due to increases of (i) $15.9 million of interest incurred on the 4.800% Senior Notes due in 2031 and 5.500% Senior Notes due in 2035 that were issued during the fourth quarter of 2025 and (ii) $7.6 million of interest incurred on the 7.250% Senior Notes due in 2030 that were assumed as part of the acquisition of Aris during the fourth quarter of 2025. These increases were offset partially by a decrease of $3.6 million due to the repayment of the 3.950% Senior Notes during the second quarter of 2025. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.


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Table of Contents
Income Tax Expense (Benefit)
Three Months Ended
thousands except percentagesMarch 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Income (loss) before income taxes$362,533$203,59278 %$319,98713 %
Income tax expense (benefit)3,5017,323(52)%3,4352 %
Effective tax rate1 %4 %(75)%1 %— %

We are not a taxable entity for U.S. federal income tax purposes; therefore, our federal statutory rate is zero percent. However, income apportionable to Texas is subject to Texas margin tax. Income tax expense decreased by $3.8 million compared to the three months ended December 31, 2025, primarily due to changes in provisions for Texas margin tax liabilities.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted Gross Margin. We define Adjusted Gross Margin attributable to Western Midstream Partners, LP (“Adjusted Gross Margin”) as total revenues and other (less reimbursements for electricity-related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owners’ proportionate share of revenues and cost of product. We believe Adjusted Gross Margin is an important performance measure of our operations’ profitability and performance as compared to other companies in the midstream industry. Cost of product expenses include (i) costs associated with the purchase of natural gas and NGLs pursuant to our percent-of-proceeds, percent-of-product, and keep-whole contracts, (ii) costs associated with the valuation of gas and NGLs imbalances, (iii) costs associated with our obligations under certain contracts to redeliver a volume of natural gas to shippers, which is thermally equivalent to condensate retained by us and sold to third parties, and (iv) costs associated with our offload commitments with third parties providing firm-processing capacity. The electricity-related expenses included in our Adjusted Gross Margin definition relate to pass-through expenses that are recorded as operation and maintenance expense with an offset recorded as revenue for the reimbursement by certain customers.

Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, (vi) other items impacting comparability with our core operating performance, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following:
•our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis;
•the ability of our assets to generate cash flow to make distributions; and
•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

Distributable Cash Flow. We define Distributable Cash Flow (“DCF”) as Adjusted EBITDA, less total revenues and other recognized in Adjusted EBITDA in excess of (less than) customer billings; net cash paid for (i) interest expense (net of interest income recorded in other income (expense) and non-cash capitalized interest), (ii) maintenance capital expenditures, (iii) income taxes; and Distributable Cash Flow attributable to noncontrolling interests to the extent such amounts are not excluded from Adjusted EBITDA.

Free Cash Flow. We define “Free Cash Flow” as net cash provided by operating activities less total capital expenditures and contributions to equity investments, plus distributions from equity investments in excess of cumulative earnings. Management considers Free Cash Flow an appropriate metric for assessing capital discipline, cost efficiency, and balance-sheet strength. Although Free Cash Flow is the metric used to assess our ability to make distributions to unitholders, this measure should not be viewed as indicative of the actual amount of cash that is available for distributions or planned for distributions for a given period. Instead, Free Cash Flow represents the amount of cash that is available in aggregate for distributions, debt repayments, and other general partnership purposes.


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Adjusted Gross Margin, Adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted Gross Margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Distributable Cash Flow is net income (loss). The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities. Our non-GAAP financial measures (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.
The following tables present reconciliations of the GAAP measures to our non-GAAP measures:
Three Months Ended
thousandsMarch 31, 2026December 31, 2025March 31, 2025
Reconciliation of Gross margin to Adjusted Gross Margin
Total revenues and other$1,123,579 $1,031,481 $917,116 
Less:
Cost of product102,884 71,618 41,492 
Depreciation and amortization200,426 197,882 170,460 
Gross margin820,269 761,981 705,164 
Add:
Distributions from equity investments25,652 27,147 34,344 
Depreciation and amortization200,426 197,882 170,460 
Less:
Reimbursed electricity-related charges recorded as revenues33,488 31,488 29,004 
Adjusted Gross Margin attributable to noncontrolling interests22,204 20,719 20,181 
Adjusted Gross Margin
$990,655 $934,803 $860,783 
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To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted Gross Margin for natural-gas assets, per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets, and per-Bbl Adjusted Gross Margin for produced-water assets.
Three Months Ended
thousands except per-unit amountsMarch 31, 2026December 31, 2025March 31, 2025
Gross margin
Gross margin for natural-gas assets (1)
$533,518 $506,811 $527,144 
Gross margin for crude-oil and NGLs assets (1)
106,212 91,220 101,275 
Gross margin for produced-water assets (1)
187,779 170,747 84,576 
Per-Mcf Gross margin for natural-gas assets (2)
1.10 1.03 1.11 
Per-Bbl Gross margin for crude-oil and NGLs assets (2)
2.22 1.91 2.19 
Per-Bbl Gross margin for produced-water assets (2)
0.73 0.68 0.79 
Adjusted Gross Margin
Adjusted Gross Margin for natural-gas assets (3)
$618,809 $599,775 $618,452 
Adjusted Gross Margin for crude-oil and NGLs assets (3)
144,193 129,395 143,475 
Adjusted Gross Margin for produced-water assets (3)
227,190 205,633 98,856 
Per-Mcf Adjusted Gross Margin for natural-gas assets (4)
1.32 1.26 1.34 
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (4)
3.07 2.77 3.17 
Per-Bbl Adjusted Gross Margin for produced-water assets (4)
0.90 0.83 0.94 
_________________________________________________________________________________________
(1)Excludes corporate-level depreciation and amortization.
(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
(3)Excludes certain corporate-level items.
(4)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
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Three Months Ended
thousandsMarch 31, 2026December 31, 2025March 31, 2025
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)$359,032 $196,269 $316,552 
Add:
Distributions from equity investments25,652 27,147 34,344 
Non-cash equity-based compensation expense (1)
10,854 21,386 8,248 
Interest expense113,390 105,674 97,293 
Income tax expense3,501 7,323 3,435 
Depreciation and amortization200,426 197,882 170,460 
Long-lived asset and other impairments608 2,509 3 
Other expense— 17 190 
Less:
Gain (loss) on divestiture and other, net(6,367)(3,065)(4,667)
Equity income, net – related parties14,776 21,378 20,435 
Other income6,734 3,706 7,477 
Items impacting comparability
Acquisition-related expenses and other, net (1)
(119)(113,188)— 
Adjusted EBITDA attributable to noncontrolling interests15,302 13,794 13,708 
Adjusted EBITDA$683,137 $635,582 $593,572 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$469,903 $557,645 $530,793 
Interest expense113,390 105,674 97,293 
Accretion and amortization of long-term obligations, net(882)(815)(2,202)
Current income tax expense (benefit)2,880 5,615 1,722 
Other (income) expense, net(6,730)(3,706)(7,477)
Distributions from equity investments in excess of cumulative earnings – related parties9,889 5,391 11,007 
Changes in assets and liabilities:
Accounts receivable, net50,226 (16,853)(28,634)
Accounts and imbalance payables and accrued liabilities, net28,316 (52,513)46,684 
Other items, net31,328 (64,250)(41,906)
Acquisition-related expenses and other, net (1)
119 113,188 — 
Adjusted EBITDA attributable to noncontrolling interests(15,302)(13,794)(13,708)
Adjusted EBITDA (2)
$683,137 $635,582 $593,572 
Cash flow information
Net cash provided by operating activities$469,903 $557,645 $530,793 
Net cash used in investing activities(234,877)(608,914)(140,790)
Net cash provided by (used in) financing activities(407,022)693,472 (1,032,020)
_________________________________________________________________________________________
(1)Non-cash equity-based compensation expense for the three months ended December 31, 2025, includes $7.3 million in acquisition-related severance costs. Acquisition-related expenses for the three months ended March 31, 2026, were $0.5 million. Acquisition-related expenses for the three months ended December 31, 2025, include (i) severance costs of $97.3 million and (ii) third-party consulting and legal fees of $15.9 million.
(2)Includes non-cash revenue of $55.1 million, $39.7 million, and $5.9 million for three months ended March 31, 2026, December 31, 2025, and March 31, 2025, respectively. See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Three Months Ended
thousandsMarch 31, 2026December 31, 2025March 31, 2025
Reconciliation of Net income (loss) to Distributable Cash Flow
Net income (loss)$359,032 $196,269 $316,552 
Add:
Distributions from equity investments25,652 27,147 34,344 
Non-cash equity-based compensation expense10,854 21,386 8,248 
Income tax expense3,501 7,323 3,435 
Depreciation and amortization200,426 197,882 170,460 
Long-lived asset and other impairments608 2,509 3 
Other expense— 17 190 
Less:
Recognized service revenues - fee based in excess of (less than) customer billings35,508 (31,627)(30,101)
Gain (loss) on divestiture and other, net(6,367)(3,065)(4,667)
Equity income, net - related parties14,776 21,378 20,435 
Items impacting comparability(119)(113,188)— 
Cash paid for maintenance capital expenditures27,704 36,276 19,178 
Capitalized interest4,306 3,518 2,551 
Cash paid for (reimbursement of) income taxes3,449 806 — 
Other income (net of interest income)(86)87 (6)
Distributable Cash Flow attributable to noncontrolling interests11,978 11,715 12,085 
Distributable Cash Flow$508,924 $526,633 $513,757 
Reconciliation of Adjusted EBITDA to Distributable Cash Flow
Adjusted EBITDA$683,137 $635,582 $593,572 
Less:
Recognized service revenues - fee based in excess of (less than) customer billings35,508 (31,627)(30,101)
Capitalized interest4,306 3,518 2,551 
Cash paid for maintenance capital expenditures27,704 36,276 19,178 
Cash paid for (reimbursement of) income taxes3,449 806 — 
Interest expense (net of interest income)106,570 102,055 89,811 
Distributable Cash Flow attributable to noncontrolling interests(3,324)(2,079)(1,624)
Distributable Cash Flow$508,924 $526,633 $513,757 
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Three Months Ended
thousandsMarch 31, 2026December 31, 2025March 31, 2025
Reconciliation of Net cash provided by operating activities to Free Cash Flow
Net cash provided by operating activities$469,903 $557,645 $530,793 
Less:
Capital expenditures235,726 222,208 142,402 
Contributions to equity investments (including capitalized interest)1,768 — — 
Add:
Distributions from equity investments in excess of cumulative earnings — related parties9,889 5,391 11,007 
Free Cash Flow$242,298 $340,828 $399,398 
Cash flow information
Net cash provided by operating activities$469,903 $557,645 $530,793 
Net cash used in investing activities(234,877)(608,914)(140,790)
Net cash provided by (used in) financing activities(407,022)693,472 (1,032,020)

Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of gross margin as compared to the prior periods, including Revenues, Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).
Gross margin increased by $58.3 million compared to the three months ended December 31, 2025, due to a $92.1 million increase in total revenues and other, partially offset by a $31.3 million increase in cost of product.
Gross margin increased by $115.1 million compared to the three months ended March 31, 2025, due to a $206.5 million increase in total revenues and other. This increase was offset partially by increases of (i) $61.4 million in cost of product and (ii) $30.0 million in depreciation and amortization.

Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of net income (loss) as compared to the prior periods.
Net income (loss) increased by $162.8 million compared to the three months ended December 31, 2025, primarily due to (i) a $92.1 million increase in total revenues and other and (ii) an $81.4 million decrease in total operating expenses.
Net income (loss) increased by $42.5 million compared to the three months ended March 31, 2025, primarily due to a $206.5 million increase in total revenues and other, partially offset by a $139.7 million increase in total operating expenses.

Net cash provided by operating activities. Refer to Historical cash flow within this Item 2 for a discussion of the primary components of net cash provided by operating activities as compared to the prior periods.

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KEY PERFORMANCE METRICS
Three Months Ended
thousands except percentages and per-unit amountsMarch 31, 2026December 31, 2025Inc/(Dec)March 31, 2025Inc/(Dec)
Adjusted Gross Margin
$990,655 $934,803 6 %$860,783 15 %
Per-Mcf Adjusted Gross Margin for natural-gas assets (1)
1.32 1.26 5 %1.34 (1)%
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (1)
3.07 2.77 11 %3.17 (3)%
Per-Bbl Adjusted Gross Margin for produced-water assets (1)
0.90 0.83 8 %0.94 (4)%
Adjusted EBITDA683,137 635,582 7 %593,572 15 %
Distributable Cash Flow508,924 526,633 (3)%513,757 (1)%
Free Cash Flow
242,298 340,828 (29)%399,398 (39)%
_________________________________________________________________________________________
(1)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

Adjusted Gross Margin. Adjusted Gross Margin increased by $55.9 million compared to the three months ended December 31, 2025, primarily due to (i) increased volumes at the DBM water systems, including the acquisition of Aris, and increased average prices, (ii) annual cumulative catch-up adjustments for cost-of-service changes that decreased revenue during the fourth quarter of 2025 at the DJ Basin oil and Springfield systems, and (iii) increased net volumes sold and net average prices at the West Texas complex.
Adjusted Gross Margin increased by $129.9 million compared to the three months ended March 31, 2025, primarily due to increased throughput at the DBM water systems, including the acquisition of Aris.
Per-Mcf Adjusted Gross Margin for natural-gas assets increased by $0.06 compared to the three months ended December 31, 2025, primarily due to (i) increased net volumes sold and net average prices at the West Texas complex and (ii) decreased revenues in the fourth quarter of 2025 associated with the annual cumulative catch-up adjustment for cost-of-service changes at the Springfield gas-gathering system.
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets increased by $0.30 compared to the three months ended December 31, 2025, primarily due to decreased revenues in the fourth quarter of 2025 associated with annual cumulative catch-up adjustments for cost-of-service changes at the DJ Basin oil and Springfield oil-gathering systems.
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets decreased by $0.10 compared to the three months ended March 31, 2025, primarily due to lower distributions from FRP and TEP, partially offset by increased throughput at the DBM oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets, and increased deficiency fees on certain contracts with increasing throughput minimums.
Per-Bbl Adjusted Gross Margin for produced-water assets increased by $0.07 compared to the three months ended December 31, 2025, primarily due to an increase in skim-oil volumes, including an increase due to the acquisition of Aris, and increased average prices.
Per-Bbl Adjusted Gross Margin for produced-water assets decreased by $0.04 compared to the three months ended March 31, 2025, primarily due to the acquisition of Aris, which has lower-than-average per-Bbl margin as compared to our other produced-water assets.

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Adjusted EBITDA. Adjusted EBITDA increased by $47.6 million compared to the three months ended December 31, 2025, primarily due to a $92.1 million increase in total revenues and other, offset partially by a $31.3 million increase in cost of product (net of lower of cost or market inventory adjustments) and an $11.9 million increase in operation and maintenance expenses.
Adjusted EBITDA increased by $89.6 million compared to the three months ended March 31, 2025, primarily due to a $206.5 million increase in total revenues and other. This amount was offset partially by (i) a $61.6 million increase in cost of product (net of lower of cost or market inventory adjustments), (ii) a $37.7 million increase in operation and maintenance expenses, (iii) an $8.7 million decrease in distributions from equity investments, and (iv) a $5.8 million increase in general and administrative expenses excluding non-cash equity-based compensation expense.

Distributable Cash Flow. Distributable Cash Flow decreased by $17.7 million compared to the three months ended December 31, 2025, primarily due to an increase of $67.1 million in recognized service revenues - fee based in excess of (less than) customer billings. This amount was partially offset by a $47.6 million increase in Adjusted EBITDA and an $8.6 million decrease in cash paid for maintenance capital expenditures.
Distributable Cash Flow decreased by $4.8 million compared to the three months ended March 31, 2025, primarily due to (i) a $65.6 million increase in recognized service revenues - fee based in excess of (less than) customer billings, (ii) a $16.8 million increase in interest expense (net of interest income), and (iii) an $8.5 million increase in cash paid for maintenance capital expenditures. These amounts were partially offset by an $89.6 million increase in Adjusted EBITDA.

Free Cash Flow. Free Cash Flow decreased by $98.5 million compared to the three months ended December 31, 2025, primarily due to (i) an $87.7 million decrease in net cash provided by operating activities and (ii) a $13.5 million increase in capital expenditures.
Free Cash Flow decreased by $157.1 million compared to the three months ended March 31, 2025, primarily due to (i) a $93.3 million increase in capital expenditures and (ii) a $60.9 million decrease in net cash provided by operating activities.
See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, acquisitions, and capital expenditures. Our sources of liquidity as of March 31, 2026, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working-capital requirements and long-term capital-expenditure and debt-service requirements.
The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. We distribute all our available cash, as defined in our partnership agreement, within 55 days following each quarter’s end. The Board declared a cash distribution to unitholders for the first quarter of 2026 of $0.930 per unit, or $374.6 million in the aggregate. The cash distribution is payable on May 15, 2026, to our unitholders of record at the close of business on May 1, 2026.

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In February 2025, the Board authorized the 2025 Purchase Program for the repurchase of up to $250.0 million of our common units through December 31, 2026. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to acquire any common units, and the program may be suspended or discontinued at our discretion without prior notice. During the three months ended March 31, 2026, the Partnership repurchased no common units. As of March 31, 2026, the Partnership had an authorized amount of $250.0 million remaining under the program.
Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.

Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of March 31, 2026, we had a $132.2 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. The effective borrowing capacity under the RCF was $2.0 billion as of March 31, 2026. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program. See Note 8—Selected Components of Working Capital and Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures include (i) maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, such as to replace system components and equipment that have been subject to significant use over time, become obsolete or reached the end of their useful lives, or to remain in compliance with regulatory or legal requirements, and (ii) expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels. Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
Three Months Ended 
March 31,
thousands20262025
Capital expenditures (1)
$235,726 $142,402 
Capital incurred (1)
253,368 167,212 
_________________________________________________________________________________________
(1)For the three months ended March 31, 2026 and 2025, included $4.3 million and $2.6 million, respectively, of capitalized interest.

Capital expenditures increased by $93.3 million for the three months ended March 31, 2026, primarily due to increases of (i) $77.4 million at the DBM water systems related to the Pathfinder pipeline project and the acquisition of Aris and (ii) $29.8 million at the West Texas complex primarily attributable to construction costs associated with the North Loving Train II. These increases were offset partially by a decrease of $18.0 million at the DBM oil system related to decreases in pipeline, oil pumping, and electrical distribution projects.
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Historical cash flow. The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities:
Three Months Ended 
March 31,
thousands20262025
Net cash provided by (used in):
Operating activities$469,903 $530,793 
Investing activities(234,877)(140,790)
Financing activities(407,022)(1,032,020)
Net increase (decrease) in cash and cash equivalents$(171,996)$(642,017)

Operating activities. Net cash provided by operating activities decreased for the three months ended March 31, 2026, primarily due to (i) the impact of changes in assets and liabilities, including as a result of the West Texas complex gas-gathering agreement amendment replacing cost-of-service fees with fixed fees (see Executive Summary within this Item 2), (ii) higher interest expense, and (iii) lower distributions from equity-investment earnings; all partially offset by higher cash operating income. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods.

Investing activities. Net cash used in investing activities for the three months ended March 31, 2026, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the DBM water systems, West Texas complex, Powder River Basin complex, DJ Basin complex, and DJ Basin oil system and (ii) distributions received from equity investments in excess of cumulative earnings.
Net cash used in investing activities for the three months ended March 31, 2025, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the West Texas complex, Powder River Basin complex, DBM water systems, DJ Basin complex, and DBM oil system, (ii) increases to materials and supplies inventory and other, and (iii) distributions received from equity investments in excess of cumulative earnings.

Financing activities. Net cash used in financing activities for the three months ended March 31, 2026, primarily included distributions paid to WES unitholders and noncontrolling interest owners.
Net cash used in financing activities for the three months ended March 31, 2025, primarily included (i) retiring the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value and (ii) distributions paid to WES unitholders and noncontrolling interest owners.

Debt and credit facilities. As of March 31, 2026, (i) the carrying value of outstanding debt is $8.6 billion, (ii) the 4.650% Senior Notes due 2026 are classified as short-term debt on the consolidated balance sheet, and (iii) the effective borrowing capacity under WES Operating’s $2.0 billion RCF is $2.0 billion. Any outstanding commercial paper borrowings reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.
For additional information on our senior notes, RCF, and commercial paper program, see Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Credit risk. We bear credit risk through exposure to non-payment or non-performance by our counterparties (e.g., Occidental and other customers, financial institutions, and other parties), including risks from a customer’s inability to satisfy payables to us for services rendered, minimum-volume-commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements. We examine and monitor the creditworthiness of customers and may establish credit limits for customers. We are subject to the risk of non-payment or late payment by producers for gathering, processing, transportation, and disposal fees. Additionally, we continue to evaluate counterparty credit risk and, in certain circumstances, are exercising our contractual rights to request adequate assurance of performance.
We expect our exposure to the concentrated risk of non-payment or non-performance to continue for as long as our commercial relationships with Occidental generate a significant portion of our revenues. While Occidental is our contracting counterparty, gathering and processing arrangements with affiliates of Occidental on most of our systems include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Our ability to make cash distributions to our unitholders may be adversely impacted if Occidental becomes unable to perform under the terms of gathering, processing, transportation, and disposal agreements.

ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

Our consolidated financial statements include the consolidated financial results of WES Operating. Our results of operations do not differ materially from the results of operations and cash flows of WES Operating, which are reconciled below.

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:
Three Months Ended
thousandsMarch 31, 2026December 31, 2025March 31, 2025
Net income (loss) attributable to WES$350,276 $190,681 $309,007 
Limited partner interest in WES Operating not held by WES (1)
6,827 3,611 6,303 
General and administrative expenses (2)
345 268 (188)
Other income (expense), net(90)(217)(46)
Income taxes3,375 2,734 — 
Net income (loss) attributable to WES Operating$360,733 $197,077 $315,076 
_________________________________________________________________________________________
(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES.
(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
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Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:
Three Months Ended 
March 31,
thousands20262025
WES net cash provided by operating activities$469,903 $530,793 
General and administrative expenses (1)
345 (188)
Non-cash equity-based compensation expense
(186)(104)
Changes in working capital(25,440)(18,990)
Other income (expense), net(90)(46)
WES Operating net cash provided by operating activities$444,532 $511,465 
 
WES net cash provided by (used in) financing activities$(407,022)$(1,032,020)
Distributions to WES unitholders (2)
379,675 340,996 
Distributions to WES from WES Operating (3)
(378,579)(340,407)
Increase (decrease) in outstanding checks(2,620)(5)
Other26,895 18,454 
WES Operating net cash provided by (used in) financing activities$(381,651)$(1,012,982)
_________________________________________________________________________________________
(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.
(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on WES Operating’s Preferred Units and partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third-party interest in Chipeta.

WES Operating distributions. WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders according to the terms of its limited partnership agreement. See Note 4—Partnership Distributions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

RECENT ACCOUNTING DEVELOPMENTS

See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. There have been no material changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2025, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.
For the three months ended March 31, 2026, and excluding the impact of equity investments, 95% of our wellhead natural-gas volume and 100% of our crude-oil and produced-water throughput were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

Interest-rate risk. The Federal Open Market Committee lowered its target range for the federal funds rate twice in 2025 and the target range has remained static during the three months ended March 31, 2026. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of March 31, 2026, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) no outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at March 31, 2026, it would impact the fair value of the senior notes.
Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4., “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting. There were no changes in WES’s or WES Operating’s internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Solaris Water Midstream, LLC (“Solaris”), a subsidiary of Aris, and certain affiliates are named defendants in Cause No. 23-05-1085, Stateline Operating, LLC and Stateline Royalties, LP vs. Devon Energy Corporation, Stateline Water, LLC, Devon Energy Production Company, LP, Solaris Water Midstream, LLC, Solaris Midstream DB-TX LLC, and Aris Water Solutions, Inc., in the 143rd District Court, Loving County, Texas, which was filed on May 4, 2023. In this action, Plaintiffs sue Defendants for, among other things, negligence, waste, trespass, and nuisance based on Plaintiffs’ allegations that Defendants’ operations have harmed Plaintiffs’ oil and gas lease through the injection of disposed saltwater. Defendants dispute Plaintiffs’ claims of liability and damages in this matter. Trial is currently scheduled for September 14, 2026.
We have elected to use a $1.0 million threshold for disclosing certain proceedings arising under federal, state, or local environmental laws when a government authority is a party and potential monetary sanctions are involved. We believe proceedings under this threshold are not material to our business and financial proceedings.
Other than the items listed herein, we are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.
    
Item 1A. Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factors set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2025, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the 2025 Purchase Program during the first quarter of 2026:
PeriodTotal number of units purchasedAverage price paid per unit
Total number of units purchased as part of publicly announced plans or programs (1)
Approximate dollar value of units that may yet be purchased under the plans or programs (1)
January 1-31, 2026— $— — $250,000,000 
February 1-28, 2026— — — 250,000,000 
March 1-31, 2026— — — 250,000,000 
Total— — — 
______________________________________________________________________________________
(1)In 2025, the Board authorized WES to buy back up to $250.0 million of our common units through December 31, 2026. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.


Item 5. Other Information

Acquisition

On May 6, 2026, the Partnership entered into a Membership Interest Purchase Agreement (“MIPA”) pursuant to which the Partnership will acquire all of the outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction valued at $1.6 billion. Brazos Delaware is a privately held midstream company that owns a gathering and processing platform in the Texas Delaware Basin, with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. The assets of Brazos Delaware include approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity at the Comanche Processing Complex, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.
Under the terms of the MIPA, the Partnership will issue approximately $800.0 million in common units of the Partnership and pay cash consideration of approximately $800.0 million, subject to customary adjustments, to Brazos Permian II, LLC (the “Seller”) at closing. The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper. The issuance of common units pursuant to the MIPA will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of thereof.
The MIPA contains customary representations, warranties, and covenants of each of the parties. Completion of the transaction is expected to occur in the second quarter of 2026 and is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) the accuracy of the representations and warranties contained in the MIPA (subject to certain qualifications), (ii) the performance by the parties of their respective obligations under the MIPA in all material respects, (iii) the absence of legal restraints preventing the consummation of the transactions contemplated by the MIPA, (iv) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) have expired or been terminated, and (v) the absence of the occurrence of a material adverse effect with respect to Brazos Delaware or the Partnership.
The MIPA also provides that, upon closing, the parties will enter into a registration rights and lock-up agreement pursuant to which the Partnership will agree to register the resale of the common units to be issued in the transaction and the Seller and its affiliate designees will agree not to transfer the common units for a period of six months following the closing. The MIPA contains termination rights for each of the Partnership and the Seller, including, among others, if the consummation of the transaction does not occur on or prior to six months from the date of the MIPA (subject to a potential extension of up to 120 days if the applicable waiting periods under the HSR Act have not expired or otherwise been terminated but all other conditions to closing have been satisfied or are capable of being satisfied at such time).
The foregoing description of the MIPA is qualified in its entirety by the text of such agreement, a copy of which will be filed as an exhibit to the Partnership’s Form 10-Q for the period ended June 30, 2026.
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Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended March 31, 2026, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 6.  Exhibits

Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.


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Exhibit Index
Exhibit
Number		Description
#2.1
2.2
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
4.1
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Exhibit
Number		Description
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
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Exhibit
Number		Description
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
‡
10.
1
*‡
10.
2
*‡10.3
*‡
10.
4
*31.1
*31.2
*31.3
*31.4
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Exhibit
Number		Description
**32.1
**32.2
*101.INSXBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
*101.SCHInline XBRL Schema Document
*101.CALInline XBRL Calculation Linkbase Document
*101.DEFInline XBRL Definition Linkbase Document
*101.LABInline XBRL Label Linkbase Document
*101.PREInline XBRL Presentation Linkbase Document
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________________________________________________________
#Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
‡Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

WESTERN MIDSTREAM PARTNERS, LP
May 6, 2026
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
May 6, 2026
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
WESTERN MIDSTREAM OPERATING, LP
May 6, 2026
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
May 6, 2026
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
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EXHIBIT 10.2
image_0c.jpg

image_1.jpg


[Date]

Dear [___________]:

In recognition of your ongoing contributions, we are pleased to grant you the award of Phantom Units described below (this “Phantom Unit Award” or this “Award”). This Phantom Unit Award is granted under the Western Midstream Partners, LP 2021 Long-Term Incentive Plan (the “Plan”) and is subject to all terms and conditions of the Plan and the provisions of this agreement (this “Award Agreement”). Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. The headings and titles in this Award Agreement are for convenience only and do not limit, expand, or otherwise affect the meaning of any provision of this Award Agreement. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

1.Grant of Award; General Terms and Conditions. Effective [Grant Date] (the “Grant Date”), you have been granted [XXX] Phantom Units. Provided you remain continuously employed with the Partnership or any of its subsidiaries that employs you (each, at the relevant time, the “Employer” and, collectively, the “Employer Group”) until such dates, the Phantom Units granted to you will vest on each of the dates and in the amounts set forth in the below vesting schedule. Each such date in the below vesting schedule is a “Vesting Date” and marks the end of a “Vesting Period.” The first Vesting Date of the first Vesting Period is the “Vesting Start Date.”

Vesting Date# Units Vesting

At the end of each Vesting Period, subject to the Company’s discretion to settle all or a portion of the vested Phantom Units in cash, the number of Phantom Units that vest shall be paid in the form of common units in the Partnership (“Common Units”) and such Common Units shall be delivered to you within sixty (60) days of the last day of the Vesting Period into a Fidelity brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan.

The Phantom Units have tandem distribution equivalent rights (“DERs”) in respect of any distribution paid to holders of Common Units during the period beginning on the

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Grant Date and ending on the earlier of (i) the date Common Units are issued to you in settlement of this Phantom Unit Award and (ii) the forfeiture of this Award described below. With respect to any such distribution paid to holders of Common Units, you will receive a cash payment on each Phantom Unit equal to the distribution paid to holders of Common Units, less applicable withholdings, and with such DERs paid within sixty (60) days following the record date for the related distribution to holders of Common Units, subject in all instances to your continued employment through such record date.

The grant of this Phantom Unit Award requires your acceptance of its terms and conditions. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Fidelity account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this Award Agreement. If you fail to accept this Award on or before the sixtieth (60th) day following the Grant Date, then, notwithstanding any other provision of this Award Agreement, you shall forfeit all rights under this Award (including all Phantom Units and any DERs with respect thereto) and this Award will become null and void.

2.Other Vesting and Forfeiture Conditions. All of your unvested Phantom Units (and any DERs relating to your unvested Phantom Units) will be immediately forfeited if your employment with the Employer Group terminates for any reason, except as provided in the paragraph below.

Notwithstanding the foregoing, and subject to any Supplemental Arrangement (defined below), all of your unvested Phantom Units will immediately vest (and be paid in Common Units) if any of the following occur: (i) your death, (ii) your employment with the Employer Group is terminated by the Employer due to your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate), or (iii) your employment with the Employer Group is terminated by the Employer without Cause (defined below) or you voluntarily resign from employment with the Employer Group for Good Reason (defined below), in each case, within two (2) years following a Change of Control. If (A) your employment with the Employer Group is terminated by the Employer without Cause at a time that is not within two (2) years following a Change of Control or (B) you voluntarily resign from employment with the Employer Group with the consent of the Company under circumstances the Company, in its sole discretion, determines at the time of such resignation to constitute “Retirement” for purposes of this Phantom Unit Award (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then a pro-rata portion of the Phantom Units equal to the number obtained by (x) multiplying the total number of Phantom Units granted by a fraction, the numerator of which is the number of days between the Vesting Start Date and the Pro-Rata Vesting Event and the denominator of which is the total number of days between such Vesting Start Date and the final Vesting Date, and (y) subtracting from the product the number of Phantom Units that previously vested, if any, shall immediately vest and be paid in Common Units on the date of the Pro-Rata Vesting Event, and all other Phantom Units that have not previously vested shall be immediately forfeited.

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3.Definitions.

For purposes of this Award Agreement, “Cause” means (i) your conviction of any felony or of a misdemeanor involving moral turpitude, (ii) your failure to satisfactorily perform your duties or responsibilities, (iii) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or any of their Affiliates (including, without limitation, misuse of funds or other property), (iv) your engaging in business activities which are in conflict with the business interests of the Partnership and its Affiliates, (v) your insubordination, (vi) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its Affiliates, (vii) your engaging in conduct which is in violation of the Employer’s (or its Affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person or (viii) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its Affiliates.

For purposes of this Award Agreement, “Change of Control” does not have the meaning set forth in the Plan and instead means, and shall be deemed to have occurred upon, any of the following events: (i) any transaction, including, but not limited to, any merger, consolidation, recapitalization, reorganization, acquisition or tender offer in which a single “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Excluded Person, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of the Voting Securities in the Partnership or the Company (including, in either case, its successor or survivor by way of merger, consolidation or other transaction); (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale, transfer or other disposition by the Partnership of all or substantially all of its assets in one or more transactions; or (iv) consummation of a Business Combination, unless as a result of the Business Combination, more than fifty percent (50%) of the outstanding voting power of the outstanding Voting Securities of the Ultimate Parent (or, if no Ultimate Parent exists, then the Surviving Entity) is, or will be, owned, directly or indirectly, by Excluded Persons. For the avoidance of doubt, the following shall not, in and of itself, be deemed a Change of Control: (A) except in the case of clause (ii) above, the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Partnership (rather than the consummation or effectiveness of such event or transaction), (B) any acquisition, regardless of amount, of equity interests in the Partnership by Occidental Petroleum Corporation or its Affiliates, or (C) the conversion of the Partnership to a corporation, limited liability company or other form of entity, such that

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all of the partnership interests in the Partnership are converted into common stock (or the equivalent thereof) of such entity; provided that (x) the respective equity holders of the converted entity hold equity interests in the converted entity immediately after the conversion with a value commensurate with the value of the partnership interests that they held in the Partnership immediately prior to the conversion, (y) the equity holders of the converted entity have the power to elect the directors of such entity on a pro-rata basis, and (z) such conversion (or any concurrent or related transaction) would not otherwise constitute a Change of Control under clauses (i), (ii), (iii) and (iv) above. For the purposes of this paragraph, (1) “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Partnership; provided, that, (a) for purposes of the foregoing, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors (or the equivalent) of the controlled entity or organization; or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise, and (b) for the avoidance of doubt, each subsidiary of the Partnership shall also be an Affiliate; (2) “Business Combination” means either (i) a merger, consolidation or other reorganization of the Partnership (or any subsidiary or Affiliate that was established or employed for purposes of effecting such merger, consolidation or other reorganization) with or into, or the sale of all or substantially all of the Partnership’s business and/or assets as an entirety to, one or more entities that are not subsidiaries of the Partnership or (ii) the sale, transfer or contribution by any person of any business and/or assets to the Partnership or its subsidiaries (other than by the Partnership or any of its subsidiaries), in one or a series of transactions, in exchange for equity securities (or securities convertible into equity securities) in the Partnership or the Ultimate Parent (or, if no Ultimate Parent exists, then the Surviving Entity); (3) “Excluded Person” means the Partnership or Occidental Petroleum Corporation or any of their respective Affiliates; (4) “Surviving Entity” means the surviving or resulting entity of the Partnership immediately after a Business Combination; (5) “Ultimate Parent” means the ultimate parent of the Surviving Entity immediately after a Business Combination, provided, that, as long as the Partnership is organized as a limited partnership, the Ultimate Parent of the Partnership shall be the entity that directly owns more than 50% of the general partner interest in the Partnership; and (6) “Voting Securities” means any securities or interest which at present or upon conversion entitle the owner or holder thereof to vote for the election of directors, or equivalent legal body, of a company.

For purposes of this Award Agreement, “Good Reason” means (i) a material diminution in the annual rate of your base salary, (ii) a material diminution in your target annual bonus, (iii) a material diminution in your title, or (iv) a requirement that you must be based at a location more than fifty (50) miles from the primary location where you were based and performed services immediately prior to the Change of Control, provided that

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in the event one or more of the conditions listed above exists and you wish to terminate your employment for Good Reason, you must notify the Human Resources Department in writing of the existence of such condition(s) within eighty (80) days following the initial existence of such condition(s). If the condition(s) remains uncorrected for thirty (30) days after the Human Resources Department receives your notice, then you may terminate your employment for Good Reason, so long as this termination of employment occurs within one hundred twenty (120) days after the initial existence of the condition(s).

Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, or are subject to a severance or change-in-control severance plan maintained by one of the foregoing entities (collectively, a “Supplemental Arrangement”), then, in lieu of the foregoing definitions, the analogous definitions set forth in such Supplemental Arrangement, as applicable, shall be effective to the extent the application of such analogous definitions would result in any additional vesting of the Award that is not otherwise provided for in this Award Agreement.

4.Non-Solicitation and Confidentiality Obligations. In addition to any similar obligations that may be applicable to you pursuant to a Supplemental Arrangement, you agree that during your employment with the Employer Group and for a period of twenty-four (24) months thereafter (the “Restricted Period”), you shall not, either on your account or for any person, firm, partnership, corporation or other entity (each, a “Person”) solicit, interfere with, or endeavor to cause any employee of the Employer Group who worked in the same business unit or work location as you or with whom you otherwise worked on more than a de minimis basis on business-related matters to leave employment with the Employer Group or accept employment with another Person. In the event the Committee determines, in its discretion, that you are in breach of: (i) the obligations set forth in this paragraph or any similar obligations applicable to you under a Supplemental Arrangement or (ii) any confidentiality, non-disclosure, or non-use obligations that you owe any member of the Employer Group under any other agreements, arrangements, or understandings between you and any member of the Employer Group (collectively, the “Partnership Covenants”) you shall promptly remit to the Partnership, upon the Committee’s written request, (A) the Common Units you earned as a result of the vesting of any Phantom Units pursuant to this Phantom Unit Award (or to the extent you have ceased to hold such Common Units or you received a cash payment hereunder in lieu of delivery of such Common Units, a cash amount equal to the sum, as applicable, of (x) the Fair Market Value of the Common Units that you have ceased to hold (based on their Fair Market Value as of the applicable Vesting Date or other vesting event described above), and (y) the cash payment you received hereunder in lieu of delivery of any such Common Units), plus (B) the amount of any DERs that have been paid to you pursuant to this Award (collectively, the “Remittance Remedy”). The foregoing sentence shall not be construed to limit your obligations, and the Employer Group’s rights and remedies, under (x) any Supplemental Arrangement or other agreement between you and any member of the Employer Group executed in

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connection with the termination of your employment therewith, or (y) applicable law or otherwise. You hereby acknowledge and agree that you have read and understand the terms of the Partnership Covenants and Remittance Remedy, each is reasonable and necessary to protect the Employer Group’s legitimate business interests, and you knowingly and voluntarily agree to these terms. If any provision of this paragraph is found by a court to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible.

5.Clawback. Except as otherwise provided under, and subject to, the Partnership’s Policy on Recoupment of Incentive Compensation, if the Partnership is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or regulation), the Committee may determine that you shall reimburse the Partnership the amount of any payment in settlement of an award earned or accrued under the Plan during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

6.No Unitholder Rights Until Issuance. Common Units issued upon payment of this Phantom Unit Award shall be subject to the terms of the Plan and the Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019, (the “Partnership Agreement”). Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of this Award, you shall not have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

7.Cash Settlement. Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of this Phantom Unit Award, the Company may elect at its discretion to pay or cause to be paid some or all of the Phantom Units in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

8.Section 409A. Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) to the extent that the

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Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the Phantom Units or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (i) exempt the Phantom Units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units or DERs, or (ii) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

Sincerely,


Oscar K. Brown




EXHIBIT 10.3
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[Date]
Dear [__________]:
We value your contributions and are therefore pleased to grant you the award of performance-based Phantom Units described below (this “PA” or this “Award”). This PA is granted under the Western Midstream Partners, LP 2021 Long Term Incentive Plan (the “Plan”) and is subject to all terms and conditions of the Plan and the provisions of this agreement (this “Award Agreement”). Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. The headings and titles in this Award Agreement are for convenience only and do not limit, expand, or otherwise affect the meaning of any provision of this Award Agreement. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

1.Grant of Performance Unit Award; General Terms and Conditions. Effective [Grant Date] (the “Grant Date”), you have been granted an award of Phantom Units or “PA units” in a targeted amount of [XX,XXX] (“Target”). The value of this PA, if any, will be dependent upon the Partnership’s relative total unitholder return (“TUR”) over the specified three (3)-year performance period that begins January 1, 2026 and ends December 31, 2028 (the “Performance Period”). At the end of the Performance Period, the PA will vest based on the performance outcome.

The maximum number of PA units that you can earn with respect to the Performance Period will be calculated as follows: [XX,XXX] × 200%, with actual payout based on the Partnership’s TUR percentile ranking as described below.

Each PA unit represents the value of one common unit in the Partnership (“Common Unit”). The payout of this PA is contingent upon the Company’s TUR relative to a predetermined peer group during the Performance Period. The TUR measure provides an external comparison of the Partnership’s performance in generating value for its equity holders and will be calculated as follows:

Average closing Common Unit Price for the last thirty (30) trading days
of the Performance Period
Minus
Average closing Common Unit Price for the thirty (30) trading days
preceding the beginning of the Performance Period
Plus


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Distributions paid per Common Unit
over the Performance Period (based on ex-dividend date)
Total Above Divided By
Average closing Common Unit Price for the thirty (30) trading days
preceding the beginning of the Performance Period

The actual number of PA units you will earn for the Performance Period is based upon the Partnership’s relative TUR percentile ranking as follows:

WES TUR Payout Schedule
3 Year TUR Performance
< 25th Percentile
≥ 25th Percentile
≥ 50th Percentile
≥ 75th Percentile
Payout Percentage of Target0%50%100%200%

In the event performance falls between a whole percentile figure listed in the table above, the payout will be interpolated linearly.

For example, if you were awarded 1,000 target PA units and the Partnership’s relative percentile ranking for the Performance Period is the twenty-fifth (25th) percentile, you will earn 500 PA units (1,000 × 50%) at the end of the Performance Period (subject to the other terms and conditions of this Award Agreement).

In addition to Western Midstream Partners, LP, the peer group for the Performance Period includes Antero Midstream Corporation, DT Midstream, Inc., Energy Transfer LP, Enterprise Products Partners L.P., Genesis Energy LP, Hess Midstream LP, Kinder Morgan, Inc., Kinetik Holdings Inc., MPLX LP, ONEOK, Inc., Plains All American Pipeline, L.P., Targa Resources Corp., and The Williams Companies, Inc. If at any time during the Performance Period, a member of the peer group files for bankruptcy or fails to meet the listing requirements of the securities exchange on which such peer company is listed, then such member shall be deemed to fall to the bottom of the relative TUR percentile ranking for the Performance Period. If at any time during the Performance Period, a member of the peer group is acquired, ceases to exist, ceases to be publicly traded, spins off twenty-five percent (25%) of more of its assets, or sells all or substantially all of its assets, then the Committee may, in its discretion, (i) drop such company out of the peer group and recalculate the results, (ii) applying conventions the Committee deems appropriate under the circumstances, calculate such company’s ranking position at the time of such event and freeze its relative TUR percentile ranking, or (iii) drop such company to the bottom of the relative TUR ranking.

After the end of the Performance Period, payment for PA units will be made to you as promptly as practicable after the Board of Directors’ certification of attainment of the TUR (which such payment and certification shall occur no later than seventy (70) days following the end of the


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Performance Period), and in any event no later than the fifteenth (15th) day of the third (3rd) month following the end of the first taxable year in which the PA units are no longer subject to a substantial risk of forfeiture.

Subject to the Company’s discretion to deliver all or a portion of the vested units in cash, the number of PA units that vest shall be paid in the form of Common Units and such Common Units shall be delivered to you into a Fidelity brokerage account; provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan. As used herein, “Employer” means the Partnership or any of its subsidiaries that employs you at the relevant time, and “Employer Group” means the Partnership and its subsidiaries, collectively.

The PA units hereunder will have tandem distribution equivalent rights (“DERs”) in respect of any distribution paid to holders of Common Units during the period beginning on the Grant Date and ending on the earlier of (i) the date Common Units are issued to you in settlement of this PA and (ii) the forfeiture of this Award, as described below. With respect to any such distribution paid to holders of Common Units, an unvested amount of cash on each PA unit then outstanding equal to the distribution paid to holders of Common Units will accrue, without interest, and will be paid out at the same time that the underlying Common Units are delivered to you in respect of the settlement of this PA. With respect to the DERs, the Company shall pay to you a cash amount equal to (x) the sum of the aggregate amounts of such DERs accrued in accordance with the preceding sentence, multiplied by (y) the payout as a percentage of Target earned. For example, if you accrue $1,000 in DERs during the Performance Period, and the Partnership’s relative percentile ranking for the Performance Period is the seventy-first (71st) percentile, you will receive $1,840 ($1,000 × 184%) with respect to your DERs (subject to the other terms and conditions of this Award Agreement). Any accrued DERs attributable to PA units that are canceled or forfeited will not be paid and are immediately forfeited upon cancelation of the related PA units.

The grant of this PA requires your acceptance of its terms and conditions. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Fidelity account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this Award Agreement. If you fail to accept this Award on or before the sixtieth (60th) day following the Grant Date, then, notwithstanding any other provision of this Award Agreement, you shall forfeit all rights under this Award (including all PA units and any DERs with respect thereto) and this Award will become null and void.

2.Other Vesting and Forfeiture Conditions. All of your unvested PA units (and any DERs relating to your unvested PA units) will be immediately forfeited if your employment with the Employer Group terminates for any reason prior to settlement or, if earlier, a Change of Control (defined below), except as provided below.

Notwithstanding the foregoing, and subject to any Supplemental Arrangement (defined below), in the event your employment with the Employer Group terminates due to (i) your death or (ii) the Employer terminates your employment due to your disability (as determined by the applicable


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long-term disability program in which you participate or were eligible to participate) (“Disability”), the PA units will be paid to you (or, in the case of your death, your beneficiary) pursuant to the terms and conditions above based on the level of achievement of TUR through the end of the Performance Period or the date of a Change of Control, as applicable, as if you had remained employed through the settlement date. If (A) your employment with the Employer Group is terminated by the Employer without Cause (defined below) at a time that is not within two (2) years following a Change of Control or (B) you voluntarily resign from employment with the Employer Group with the consent of the Company under circumstances the Company, in its sole discretion, determines at the time of such resignation to constitute “Retirement” for purposes of this PA (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then a pro-rata portion of the PA units (equal to the number obtained by multiplying the Target by a fraction, the numerator of which is the number of days between the first day of the Performance Period (the “Vesting Start Date”) and the Pro-Rata Vesting Event and the denominator of which is the total number of days in the Performance Period) shall remain eligible to vest as if you had remained employed through the settlement date, and will be paid to you pursuant to the terms and conditions above based on the level of achievement of TUR through the end of the Performance Period or the date of a Change of Control, as applicable, and all other PA units shall be immediately forfeited.

Notwithstanding the preceding provisions of this Award Agreement, and subject to any Supplemental Arrangement (defined below), the following provisions shall apply in the event a Change of Control occurs prior to the end of the Performance Period and while your PA units remain outstanding, subject to the Committee’s discretion to take any other action with respect to the PA units in accordance with Section 7(c) of the Plan:

(i)The Partnership’s relative TUR percentile ranking shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a calculation of the value of the earned PA units for the Performance Period will be made as of such date (the “PA Unit Amount”), which amount will be equal to your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period;

(ii)Without limiting Section 7(c) of the Plan, prior to the Change of Control Date, the Committee, in its discretion, may determine that the PA Unit Amount shall be converted on the Change of Control Date into restricted equity units in respect of the common equity security of the successor or surviving entity (the “Surviving Company”), the number of which shall be determined equitably and in good faith by the Committee based on the relative equity values of the Partnership and the Surviving Company, and the terms of which shall include the following:

a.Subject to the provisions of clauses (b), (c) and (d) below, (i) each such restricted equity unit shall vest subject to continued employment through the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid in the form of (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period,


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(y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee, (ii) such payment amount, less applicable withholding taxes, shall be paid to you within ten (10) days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control), and (iii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the Performance Period shall be paid to you, less applicable withholding taxes, within ten (10) days after the end of the Performance Period;

b.If following a Change of Control, your employment is terminated by the Employer without Cause, you resign from your employment for Good Reason, you die or your employment terminates due to your Disability, then (i) any restricted equity units into which the PA Unit Amount has been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following such termination (with each vested restricted equity unit payable in (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the date of termination, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee), and (ii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period, shall be paid to you, less applicable withholding taxes, within ten (10) days following such termination;

c.In the event of your Retirement after the Change of Control Date, (i) a pro-rated portion of any restricted equity units into which the PA units have been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following the effective date of your Retirement (in cash, unrestricted equity or a combination thereof in the same manner as contemplated in clause (b) above), and (ii) a pro-rated cash payment in respect of DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period. The pro-rated portion described in the foregoing sentence shall be based on a fraction, the numerator of which is the number of days between the Vesting Start Date and the Retirement date and the denominator of which is the total number of days in the Performance Period (determined without regard to the Change of Control); and

d.Except as set forth in clauses (b) and (c) above, if your employment terminates after a Change of Control but before the end of the Performance Period (determined without regard to the Change of Control), then any restricted equity units into which the PA Unit Amount has been converted will be immediately forfeited.



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(iii)If prior to a Change of Control, your employment terminated due to your death, Disability or Retirement, then (x) any unvested PA units (in the case of your death or Disability) or the pro-rata portion of your unvested PA units (in the case of your Retirement) that remained outstanding and eligible to vest based on actual performance will be paid within ten (10) days following the Change of Control Date based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x) above; and (y) an amount of cash equal to all DERs accrued during the Performance Period (in the case of your death or Disability) or the pro-rata portion of your unvested DERs (in the case of your Retirement) multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x), above, shall be paid to you, less applicable withholding taxes, within ten (10) days following such Change of Control Date.

3.Definitions.

For purposes of this Award Agreement, “Cause” means (i) your conviction of any felony or of a misdemeanor involving moral turpitude, (ii) your failure to satisfactorily perform your duties or responsibilities, (iii) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or any of their Affiliates (including, without limitation, misuse of funds or other property), (iv) your engaging in business activities which are in conflict with the business interests of the Partnership and its Affiliates, (v) your insubordination, (vi) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its Affiliates, (vii) your engaging in conduct which is in violation of the Employer’s (or its Affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person or (viii) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its Affiliates.

For purposes of this Award Agreement, “Change of Control” does not have the meaning set forth in the Plan and instead means, and shall be deemed to have occurred upon, any of the following events: (i) any transaction, including, but not limited to, any merger, consolidation, recapitalization, reorganization, acquisition or tender offer in which a single “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Excluded Person, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of the Voting Securities in the Partnership or the Company (including, in either case, its successor or survivor by way of merger, consolidation or other transaction); (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale, transfer or other disposition by the Partnership of all or substantially all of its assets in one or more transactions; or (iv) consummation of a Business Combination, unless as a result of the Business


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Combination, more than fifty percent (50%) of the outstanding voting power of the outstanding Voting Securities of the Ultimate Parent (or, if no Ultimate Parent exists, then the Surviving Entity) is, or will be, owned, directly or indirectly, by Excluded Persons. For the avoidance of doubt, the following shall not, in and of itself, be deemed a Change of Control: (A) except in the case of clause (ii) above, the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Partnership (rather than the consummation or effectiveness of such event or transaction), (B) any acquisition, regardless of amount, of equity interests in the Partnership by Occidental Petroleum Corporation or its Affiliates, or (C) the conversion of the Partnership to a corporation, limited liability company or other form of entity, such that all of the partnership interests in the Partnership are converted into common stock (or the equivalent thereof) of such entity; provided that (x) the respective equity holders of the converted entity hold equity interests in the converted entity immediately after the conversion with a value commensurate with the value of the partnership interests that they held in the Partnership immediately prior to the conversion, (y) the equity holders of the converted entity have the power to elect the directors of such entity on a pro-rata basis, and (z) such conversion (or any concurrent or related transaction) would not otherwise constitute a Change of Control under clauses (i), (ii), (iii) and (iv) above. For the purposes of this paragraph, (1) “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Partnership; provided, that, (a) for purposes of the foregoing, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors (or the equivalent) of the controlled entity or organization; or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise, and (b) for the avoidance of doubt, each subsidiary of the Partnership shall also be an Affiliate; (2) “Business Combination” means either (i) a merger, consolidation or other reorganization of the Partnership (or any subsidiary or Affiliate that was established or employed for purposes of effecting such merger, consolidation or other reorganization) with or into, or the sale of all or substantially all of the Partnership’s business and/or assets as an entirety to, one or more entities that are not subsidiaries of the Partnership or (ii) the sale, transfer or contribution by any person of any business and/or assets to the Partnership or its subsidiaries (other than by the Partnership or any of its subsidiaries), in one or a series of transactions, in exchange for equity securities (or securities convertible into equity securities) in the Partnership or the Ultimate Parent (or, if no Ultimate Parent exists, then the Surviving Entity); (3) “Excluded Person” means the Partnership or Occidental Petroleum Corporation or any of their respective Affiliates; (4) “Surviving Entity” means the surviving or resulting entity of the Partnership immediately after a Business Combination; (5) “Ultimate Parent” means the ultimate parent of the Surviving Entity immediately after a Business Combination, provided, that, as long as the Partnership is organized as a limited partnership, the Ultimate Parent of the Partnership shall be the entity that directly owns more than 50% of the general partner interest in the Partnership; and (6) “Voting Securities” means any securities or interest which at present or upon conversion entitle the owner or holder thereof to vote for the election of directors, or equivalent legal body, of a company.


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For purposes of this Award Agreement, “Good Reason” means (i) a material diminution in the annual rate of your base salary, (ii) a material diminution in your target annual bonus, (iii) a material diminution in your title, or (iv) a requirement that you must be based at a location more than fifty (50) miles from the primary location where you were based and performed services immediately prior to the Change of Control; provided that in the event one or more of the conditions listed above exists and you wish to terminate your employment for Good Reason, you must notify the Human Resources Department in writing of the existence of such condition(s) within eighty (80) days following the initial existence of such condition(s). If the condition(s) remains uncorrected for thirty (30) days after the Human Resources Department receives your notice, then you may terminate your employment for Good Reason, so long as this termination of employment occurs within one hundred twenty (120) days after the initial existence of the condition(s).

Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, or are subject to a severance or change-in-control severance plan maintained by one of the foregoing entities (collectively, a “Supplemental Arrangement”), then, in lieu of the foregoing definitions, the analogous definitions set forth in such Supplemental Arrangement, as applicable, shall be effective to the extent the application of such analogous definitions would result in any additional vesting of the Award that is not otherwise provided for in this Award Agreement.

4.Non-Solicitation and Confidentiality Obligations. In addition to any similar obligations that may be applicable to you pursuant to a Supplemental Arrangement, you agree that during your employment with the Employer Group and for a period of twenty-four (24) months thereafter (the “Restricted Period”), you shall not, either on your account or for any person, firm, partnership, corporation or other entity (each, a “Person”) solicit, interfere with, or endeavor to cause any employee of the Employer Group who worked in the same business unit or work location as you or with whom you otherwise worked on more than a de minimis basis on business-related matters to leave employment with the Employer Group or accept employment with another Person. In the event the Committee determines, in its discretion, that you are in breach of: (i) the obligations set forth in this paragraph or any similar obligations applicable to you under a Supplemental Arrangement or (ii) any confidentiality, non-disclosure, or non-use obligations that you owe any member of the Employer Group under any other agreements, arrangements, or understandings between you and any member of the Employer Group (collectively, the “Partnership Covenants”) you shall promptly remit to the Partnership, upon the Committee’s written request, (A) the Common Units you earned as a result of the vesting of any PA units pursuant to this PA (or to the extent you have ceased to hold such Common Units or you received a cash payment hereunder in lieu of delivery of such Common Units, a cash amount equal to the sum, as applicable, of (x) the Fair Market Value of the Common Units that you have ceased to hold (based on their Fair Market Value as of the applicable Vesting Date or other vesting event described above), and (y) the cash payment you received hereunder in lieu of delivery of any such Common Units), plus (B) the amount of any DERs that have been paid to you pursuant to this Award (collectively, the “Remittance Remedy”). The foregoing sentence shall not be construed to limit your obligations,


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and the Employer Group’s rights and remedies, under (x) any Supplemental Arrangement or other agreement between you and any member of the Employer Group executed in connection with the termination of your employment therewith, or (y) applicable law or otherwise. You hereby acknowledge and agree that you have read and understand the terms of the Partnership Covenants and Remittance Remedy, each is reasonable and necessary to protect the Employer Group’s legitimate business interests, and you knowingly and voluntarily agree to these terms. If any provision of this paragraph is found by a court to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible.

5.Clawback. Except as otherwise provided under, and subject to, the Partnership’s Policy on Recoupment of Incentive Compensation, if the Partnership is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or regulation), the Committee may determine that you shall reimburse the Partnership the amount of any payment in settlement of an award earned or accrued under the Plan during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

6.No Unitholder Rights Until Issuance. Common Units issued upon payment of this PA shall be subject to the terms of the Plan and the Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019, (the “Partnership Agreement”). Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of this Award, you shall not have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

7.Cash Settlement. Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of this PA, the Company may elect at its discretion to pay or cause to be paid some or all of the PA units in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

8.Section 409A. Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following your “separation from service” (within the meaning of Treasury Regulation Section 1.409A- 1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the


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end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the PA units or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (i) exempt the PA units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the PA units or DERs, or (ii) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

Sincerely,


Oscar K. Brown


EXHIBIT 10.4
image_0b.jpg
—————————————————————————————————————————————


[Date]
Dear [__________]:
We value your contributions and are therefore pleased to grant you the award of performance-based Phantom Units described below (this “PA” or this “Award”). This PA is granted under the Western Midstream Partners, LP 2021 Long Term Incentive Plan (the “Plan”) and is subject to all terms and conditions of the Plan and the provisions of this agreement (this “Award Agreement”). Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. The headings and titles in this Award Agreement are for convenience only and do not limit, expand, or otherwise affect the meaning of any provision of this Award Agreement. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

1.Grant of Performance Unit Award; General Terms and Conditions. Effective [Grant Date] (the “Grant Date”), you have been awarded [XX,XXX] Phantom Units or “PA units” as your target (“Target”). The value of this PA, if any, will be dependent upon the Partnership’s return on assets (“ROA”) over the specified three (3)-year performance period that begins January 1, 2026 and ends December 31, 2028 (the “Performance Period”). At the end of the Performance Period, the PA will vest based on the performance outcome.

The maximum number of PA units that you can earn with respect to the Performance Period will be calculated as follows: [X,XXX] × 200%, with actual payout based on the Company’s ROA ranking as described below.

Each PA unit represents the value of one common unit in the Partnership (“Common Unit”). The payout of this PA is contingent upon the Company’s ROA during the Performance Period. The ROA measure provides an internal measure of the Company’s efficient use of capital and will be calculated for each year during the Performance Period as follows:

Adjusted EBITDA divided by average Consolidated Total Assets

For purposes of the above formula:

(i)Adjusted EBITDA determinations shall be made by the Committee in its discretion and in a manner that is intended to be generally consistent with the Adjusted EBITDA definition set forth by the Partnership in its Form 10-K filings with the SEC, and

Consolidated Total Assets determinations shall be made by the Committee in its discretion and in a manner that is intended to be generally consistent with the caption “total assets” (or any like caption) on the consolidated balance sheets of the Partnership.


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The actual number of PA units you will earn for the Performance Period is based upon the Company’s average ROA for the Performance Period as follows:

WES
ROA
Payout as
% of Target
19%
200%
18%
175%
17%
150%
16%
125%
15%
100%
14%
75%
13%
50%
12%
25%
≤11%
0

In the event performance falls between a whole percentage listed in the table above, the payout will be interpolated linearly.

For example, if you were awarded 1,000 target PA units and the Company’s ROA for the Performance Period is sixteen percent (16%), you will earn 1,250 PA units (1,000 × 125%) at the end of the Performance Period (subject to the other terms and conditions of this Award Agreement).

After the end of the Performance Period, payment for PA units will be made to you as promptly as practicable after the Board of Directors’ certification of attainment of the ROA (which such payment and certification shall occur no later than seventy (70) days following the end of the Performance Period), and in any event no later than the fifteenth (15th) day of the third (3rd) month following the end of the first taxable year in which the PA units are no longer subject to a substantial risk of forfeiture.

Subject to the Company’s discretion to deliver all or a portion of the vested units in cash, the number of PA units that vest shall be paid in the form of Common Units and such Common Units shall be delivered to you into a Fidelity brokerage account; provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan. As used herein, “Employer” means the Partnership or any of its subsidiaries that employs you at the relevant time, and “Employer Group” means the Partnership and its subsidiaries, collectively.

The PA units hereunder will have tandem distribution equivalent rights (“DERs”) in respect of any distribution paid to holders of Common Units during the period beginning on the Grant Date and ending on the earlier of (i) the date Common Units are issued to you in settlement of this PA and (ii) the forfeiture of this Award, as described below. With respect to any such distribution paid to holders of Common Units, an unvested amount of cash on each PA unit then outstanding equal to the distribution paid to holders of Common Units will accrue, without


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interest, and will be paid out at the same time that the underlying Common Units are delivered to you in respect of the settlement of this PA. With respect to the DERs, the Company shall pay to you a cash amount equal to (x) the sum of the aggregate amounts of such DERs accrued in accordance with the preceding sentence, multiplied by (y) the payout as a percentage of Target earned. For example, if you accrue $1,000 in DERs during the Performance Period, and the Company’s ROA for the Performance Period is sixteen percent (16%), you will receive $1,250 ($1,000 × 125%) with respect to your DERs (subject to the other terms and conditions of this Award Agreement). Any accrued DERs attributable to PA units that are canceled or forfeited will not be paid and are immediately forfeited upon cancelation of the related PA units.

The grant of this PA requires your acceptance of its terms and conditions. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Fidelity account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this Award Agreement. If you fail to accept this Award on or before the sixtieth (60th) day following the Grant Date, then, notwithstanding any other provision of this Award Agreement, you shall forfeit all rights under this Award (including all PA units and any DERs with respect thereto) and this Award will become null and void.

2.Other Vesting and Forfeiture Conditions. All of your unvested PA units (and any DERs relating to your unvested PA units) will be immediately forfeited if your employment with the Employer Group terminates for any reason prior to settlement or, if earlier, a Change of Control (defined below), except as provided below.

Notwithstanding the foregoing, and subject to any Supplemental Arrangement (defined below), in the event your employment with the Employer Group terminates due to (i) your death or (ii) the Employer terminates your employment due to your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate) (“Disability”), the PA units will be paid to you (or, in the case of your death, your beneficiary) pursuant to the terms and conditions above based on the level of achievement of ROA through the end of the Performance Period or the date of a Change of Control, as applicable, as if you had remained employed through the settlement date. If (A) your employment with the Employer Group is terminated by the Employer without Cause (defined below) at a time that is not within two (2) years following a Change of Control or (B) you voluntarily resign from employment with the Employer Group with the consent of the Company under circumstances the Company, in its sole discretion, determines at the time of such resignation to constitute “Retirement” for purposes of this PA (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then a pro-rata portion of the PA units (equal to the number obtained by multiplying the Target by a fraction, the numerator of which is the number of days between the first day of the Performance Period (the “Vesting Start Date”) and the Pro-Rata Vesting Event and the denominator of which is the total number of days in the Performance Period) shall remain eligible to vest as if you had remained employed through the settlement date, and will be paid to you pursuant to the terms and conditions above based on the level of achievement of ROA through the end of the Performance Period or the date of a Change of Control, as applicable, and all other PA units shall be immediately forfeited.

Notwithstanding the preceding provisions of this Award Agreement, and subject to any Supplemental Arrangement (defined below), the following provisions shall apply in the event a


Page 4


Change of Control occurs prior to the end of the Performance Period and while your PA units remain outstanding, subject to the Committee’s discretion to take any other action with respect to the PA units in accordance with Section 7(c) of the Plan:

(i)The Partnership’s ROA shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a calculation of the value of the earned PA units for the Performance Period will be made as of such date (the “PA Unit Amount”), which amount will be equal to your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s ROA for the shortened Performance Period (for purposes of this calculation, ROA for any partial year will be annualized);

(ii)Without limiting Section 7(c) of the Plan, prior to the Change of Control Date, the Committee, in its discretion, may determine that the PA Unit Amount shall be converted on the Change of Control Date into restricted equity units in respect of the common equity security of the successor or surviving entity (the “Surviving Company”), the number of which shall be determined equitably and in good faith by the Committee based on the relative equity values of the Partnership and the Surviving Company, and the terms of which shall include the following:

a.Subject to the provisions of clauses (b), (c) and (d) below, (i) each such restricted equity unit shall vest subject to continued employment through the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid in the form of (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee, (ii) such payment amount, less applicable withholding taxes, shall be paid to you within ten (10) days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control), and (iii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the Performance Period shall be paid to you, less applicable withholding taxes, within ten (10) days after the end of the Performance Period;

b.If following a Change of Control, your employment is terminated by the Employer without Cause, you resign from your employment for Good Reason, you die or your employment terminates due to your Disability, then (i) any restricted equity units into which the PA Unit Amount has been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following such termination (with each vested restricted equity unit payable in (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the date of termination, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee), and (ii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the shortened Performance Period


Page 5


determined as if the Change of Control Date is the last day of the Performance Period, shall be paid to you, less applicable withholding taxes, within ten (10) days following such termination;

c.In the event of your Retirement after the Change of Control Date, (i) a pro-rated portion of any restricted equity units into which the PA units have been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following the effective date of your Retirement (in cash, unrestricted equity or a combination thereof in the same manner as contemplated in clause (b) above) , and (ii) a pro-rated cash payment in respect of DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period. The pro-rated portion described in the foregoing sentence shall be based on a fraction, the numerator of which is the number of days between the Vesting Start Date and the Retirement date and the denominator of which is the total number of days in the Performance Period (determined without regard to the Change of Control); and

d.Except as set forth in clauses (b) and (c) above, if your employment terminates after a Change of Control but before the end of the Performance Period (determined without regard to the Change of Control), then any restricted equity units into which the PA Unit Amount has been converted will be immediately forfeited.

(iii)If prior to a Change of Control, your employment terminated due to your death, Disability or Retirement, then (x) any unvested PA units (in the case of your death or Disability) or the pro-rata portion of your unvested PA units (in the case of your Retirement) that remained outstanding and eligible to vest based on actual performance will be paid within ten (10) days following the Change of Control Date based on the Company’s ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x) above; and (y) an amount of cash equal to all DERs accrued during the Performance Period (in the case of your death or Disability) or the pro-rata portion of your unvested DERs (in the case of your Retirement) multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x), above, shall be paid to you, less applicable withholding taxes, within ten (10) days following such Change of Control Date.

3.Definitions.

For purposes of this Award Agreement, “Cause” means (i) your conviction of any felony or of a misdemeanor involving moral turpitude, (ii) your failure to satisfactorily perform your duties or responsibilities, (iii) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or any of their Affiliates (including, without limitation, misuse of funds or other property), (iv) your engaging in business activities which are in conflict with the business interests of the Partnership and its Affiliates, (v) your


Page 6


insubordination, (vi) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its Affiliates, (vii) your engaging in conduct which is in violation of the Employer’s (or its Affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person or (viii) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its Affiliates.

For purposes of this Award Agreement, “Change of Control” does not have the meaning set forth in the Plan and instead means, and shall be deemed to have occurred upon, any of the following events: (i) any transaction, including, but not limited to, any merger, consolidation, recapitalization, reorganization, acquisition or tender offer in which a single “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Excluded Person, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of the Voting Securities in the Partnership or the Company (including, in either case, its successor or survivor by way of merger, consolidation or other transaction); (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale, transfer or other disposition by the Partnership of all or substantially all of its assets in one or more transactions; or (iv) consummation of a Business Combination, unless as a result of the Business Combination, more than fifty percent (50%) of the outstanding voting power of the outstanding Voting Securities of the Ultimate Parent (or, if no Ultimate Parent exists, then the Surviving Entity) is, or will be, owned, directly or indirectly, by Excluded Persons. For the avoidance of doubt, the following shall not, in and of itself, be deemed a Change of Control: (A) except in the case of clause (ii) above, the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Partnership (rather than the consummation or effectiveness of such event or transaction), (B) any acquisition, regardless of amount, of equity interests in the Partnership by Occidental Petroleum Corporation or its Affiliates, or (C) the conversion of the Partnership to a corporation, limited liability company or other form of entity, such that all of the partnership interests in the Partnership are converted into common stock (or the equivalent thereof) of such entity; provided that (x) the respective equity holders of the converted entity hold equity interests in the converted entity immediately after the conversion with a value commensurate with the value of the partnership interests that they held in the Partnership immediately prior to the conversion, (y) the equity holders of the converted entity have the power to elect the directors of such entity on a pro-rata basis, and (z) such conversion (or any concurrent or related transaction) would not otherwise constitute a Change of Control under clauses (i), (ii), (iii) and (iv) above. For the purposes of this paragraph, (1) “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Partnership; provided, that, (a) for purposes of the foregoing, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more


Page 7


than 50% of the securities having ordinary voting power for the election of directors (or the equivalent) of the controlled entity or organization; or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise, and (b) for the avoidance of doubt, each subsidiary of the Partnership shall also be an Affiliate; (2) “Business Combination” means either (i) a merger, consolidation or other reorganization of the Partnership (or any subsidiary or Affiliate that was established or employed for purposes of effecting such merger, consolidation or other reorganization) with or into, or the sale of all or substantially all of the Partnership’s business and/or assets as an entirety to, one or more entities that are not subsidiaries of the Partnership or (ii) the sale, transfer or contribution by any person of any business and/or assets to the Partnership or its subsidiaries (other than by the Partnership or any of its subsidiaries), in one or a series of transactions, in exchange for equity securities (or securities convertible into equity securities) in the Partnership or the Ultimate Parent (or, if no Ultimate Parent exists, then the Surviving Entity); (3) “Excluded Person” means the Partnership or Occidental Petroleum Corporation or any of their respective Affiliates; (4) “Surviving Entity” means the surviving or resulting entity of the Partnership immediately after a Business Combination; (5) “Ultimate Parent” means the ultimate parent of the Surviving Entity immediately after a Business Combination, provided, that, as long as the Partnership is organized as a limited partnership, the Ultimate Parent of the Partnership shall be the entity that directly owns more than 50% of the general partner interest in the Partnership; and (6) “Voting Securities” means any securities or interest which at present or upon conversion entitle the owner or holder thereof to vote for the election of directors, or equivalent legal body, of a company.

For purposes of this Award Agreement, “Good Reason” means (i) a material diminution in the annual rate of your base salary, (ii) a material diminution in your target annual bonus, (iii) a material diminution in your title, or (iv) a requirement that you must be based at a location more than fifty (50) miles from the primary location where you were based and performed services immediately prior to the Change of Control; provided that in the event one or more of the conditions listed above exists and you wish to terminate your employment for Good Reason, you must notify the Human Resources Department in writing of the existence of such condition(s) within eighty (80) days following the initial existence of such condition(s). If the condition(s) remains uncorrected for thirty (30) days after the Human Resources Department receives your notice, then you may terminate your employment for Good Reason, so long as this termination of employment occurs within one hundred twenty (120) days after the initial existence of the condition(s).

Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, or are subject to a severance or change-in-control severance plan maintained by one of the foregoing entities (collectively, a “Supplemental Arrangement”), then, in lieu of the foregoing definitions, the analogous definitions set forth in such Supplemental Arrangement, as applicable, shall be effective to the extent the application of such analogous definitions would result in any additional vesting of the Award that is not otherwise provided for in this Award Agreement.



Page 8


4.Non-Solicitation and Confidentiality Obligations. In addition to any similar obligations that may be applicable to you pursuant to a Supplemental Arrangement, you agree that during your employment with the Employer Group and for a period of twenty-four (24) months thereafter (the “Restricted Period”), you shall not, either on your account or for any person, firm, partnership, corporation or other entity (each, a “Person”) solicit, interfere with, or endeavor to cause any employee of the Employer Group who worked in the same business unit or work location as you or with whom you otherwise worked on more than a de minimis basis on business-related matters to leave employment with the Employer Group or accept employment with another Person. In the event the Committee determines, in its discretion, that you are in breach of: (i) the obligations set forth in this paragraph or any similar obligations applicable to you under a Supplemental Arrangement or (ii) any confidentiality, non-disclosure, or non-use obligations that you owe any member of the Employer Group under any other agreements, arrangements, or understandings between you and any member of the Employer Group (collectively, the “Partnership Covenants”) you shall promptly remit to the Partnership, upon the Committee’s written request, (A) the Common Units you earned as a result of the vesting of any PA units pursuant to this PA (or to the extent you have ceased to hold such Common Units or you received a cash payment hereunder in lieu of delivery of such Common Units, a cash amount equal to the sum, as applicable, of (x) the Fair Market Value of the Common Units that you have ceased to hold (based on their Fair Market Value as of the applicable Vesting Date or other vesting event described above), and (y) the cash payment you received hereunder in lieu of delivery of any such Common Units), plus (B) the amount of any DERs that have been paid to you pursuant to this Award (collectively, the “Remittance Remedy”). The foregoing sentence shall not be construed to limit your obligations, and the Employer Group’s rights and remedies, under (x) any Supplemental Arrangement or other agreement between you and any member of the Employer Group executed in connection with the termination of your employment therewith, or (y) applicable law or otherwise. You hereby acknowledge and agree that you have read and understand the terms of the Partnership Covenants and Remittance Remedy, each is reasonable and necessary to protect the Employer Group’s legitimate business interests, and you knowingly and voluntarily agree to these terms. If any provision of this paragraph is found by a court to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible.

5.Clawback. Except as otherwise provided under, and subject to, the Partnership’s Policy on Recoupment of Incentive Compensation, if the Partnership is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or regulation), the Committee may determine that you shall reimburse the Partnership the amount of any payment in settlement of an award earned or accrued under the Plan during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.



Page 9


6.No Unitholder Rights Until Issuance. Common Units issued upon payment of this PA shall be subject to the terms of the Plan and the Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019, (the “Partnership Agreement”). Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of this Award, you shall not have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

7.Cash Settlement. Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of this PA, the Company may elect at its discretion to pay or cause to be paid some or all of the PA units in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

8.Section 409A. Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following your “separation from service” (within the meaning of Treasury Regulation Section 1.409A- 1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the PA units or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (i) exempt the PA units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the PA units or DERs, or (ii) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.



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If you have any questions on this grant, please contact your HR representative.

Sincerely,


Oscar K. Brown

EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Oscar K. Brown, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Partners, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Kristen S. Shults, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Partners, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)

EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Oscar K. Brown, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Operating, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026
/s/ Oscar K. Brown
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)

EXHIBIT 31.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Kristen S. Shults, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Operating, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026
/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Oscar K. Brown, President and Chief Executive Officer of Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP (the “Partnership”) and Kristen S. Shults, Senior Vice President and Chief Financial Officer of Western Midstream Holdings, LLC, certify to the best of our knowledge that:
 
(1)the Quarterly Report on Form 10-Q of the Partnership for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
  
May 6, 2026  /s/ Oscar K. Brown
  
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
May 6, 2026  
  /s/ Kristen S. Shults
  
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Holdings, LLC
(as general partner of Western Midstream Partners, LP)
The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Oscar K. Brown, President and Chief Executive Officer of Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP (the “Partnership”) and Kristen S. Shults, Senior Vice President and Chief Financial Officer of Western Midstream Operating GP, LLC, certify to the best of our knowledge that:
 
(1)the Quarterly Report on Form 10-Q of the Partnership for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
  
May 6, 2026  /s/ Oscar K. Brown
  
Oscar K. Brown
President and Chief Executive Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
May 6, 2026  
  /s/ Kristen S. Shults
  
Kristen S. Shults
Senior Vice President and Chief Financial Officer
Western Midstream Operating GP, LLC
(as general partner of Western Midstream Operating, LP)
The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.