What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-21 · 440 added, 323 removed, 1214 unchanged (39% of the section changed)

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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.

The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 9A, “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.

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Changes in Internal Control Over Financial Reporting .

On April 1, 2023, WES and WES Operating implemented a new Enterprise Resource Planning (“ERP”) system.

As a result of this implementation, certain internal controls over financial reporting have been automated, modified, or implemented to address the new environment associated with the implementation of this type of system.

While WES and WES Operating believe that this system will strengthen the internal control system, there are inherent risks in implementing any new system and WES and WES Operating will continue to evaluate these control changes as part of their assessments of internal control over financial reporting.

Other than the ERP implementation, there have been no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

Other Information

New Unit Repurchase Program

In February 2025, the Board authorized a buyback program of up to $250.0 million of our 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.

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 particular amount of common units and the program may be suspended or discontinued at our discretion without prior notice.

Extension of DJ Basin Gas Gathering Agreement

On February 26, 2025, WES DJ Gathering LLC (“WDJG”) and KMOG entered into an amendment (“DJ GPA Amendment”) to their Base Contract for Gas Processing (“DJ GPA”), under which WDJG processes gas for KMOG in the DJ Basin.

In addition to modifying specific terms of the DJ GPA, the execution of the DJ GPA Amendment had the effect of extending the primary term of the DJ Basin Gas Gathering Agreement through June 30, 2035.

Amendments to Executive Severance Plan

On February 20, 2025, the Western Midstream Partners, LP Executive Severance Plan was amended (as amended, the “Amended and Restated Executive Severance Plan”) to, among other things, modify the definition of “Cause” for purposes of determining eligibility for separation benefits, clarify the timing of payment of certain separation benefits, and provide that certain newly hired or promoted participants will not be eligible for separation benefits until 180 days from their date of hiring or promotion.

The foregoing description of the Amended and Restated Executive Severance Plan is qualified in its entirety by the text of such plan, a copy of which will be filed as an exhibit to WES’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2025.

Insider Trading Arrangements

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The officers of our general partner are also officers of WES Operating GP.

Our general partner’s Board has eight members, four of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act.

Our general partner’s Board has seven members, three of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act.

The NYSE does not require a listed limited partnership, such as us, to have a majority of independent directors on the Board or to establish a compensation committee or a nominating committee.

Our Board has affirmatively determined that Messrs.

Brown, Kenneth F.

Owen, and David J.

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Stewart are independent as described in the rules of the NYSE and the Exchange Act.

In determining Mr.

Brown’s independence, the Board considered the fact that his spouse is a partner at a law firm that WES has used from time to time.

Board Leadership Structure

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Bennett 57 Chairperson of the Board

Ure 47 President, Chief Executive Officer, and Director

54 President, Chief Executive Officer, and Director

Shults 40 Senior Vice President and Chief Financial Officer

Bourne 68 Senior Vice President and Chief Commercial Officer

69 Senior Vice President and Chief Commercial Officer

Christopher B.

Dial 48 Senior Vice President, General Counsel and Secretary

Forsyth 58 Senior Vice President, North Operations

Green 51 Senior Vice President and Chief Accounting Officer

Holderman 44 Senior Vice President, South Operations

49 Senior Vice President, Business Services

Brown 53 Director

Holderman 45 Senior Vice President and Chief Operating Officer

Clark 55 Director

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Stewart 67 Director

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Bourne served as Senior Vice President and Chief Commercial Officer until his retirement on February 18, 2025.

Our directors hold office until their successors are duly elected and qualified or until the earlier of their death, resignation, removal, or disqualification.

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Biography/Qualifications

Ure has served as President and Chief Executive Officer of our general partner and as a member of our Board since August 2019.

Ure also served as interim Chief Financial Officer of our general partner from September 2020 to May 2022.

Prior to joining WES, Mr.

Ure served as Senior Vice President, Business Development of Occidental Oil and Gas beginning in July 2017 and as Vice President, Mergers and Acquisitions of Occidental from October 2014 to July 2017.

Ure held a leadership role in evaluating acquisition and divestiture opportunities including, during his tenure, accountability for Occidental’s business development activities in North and Latin America.

Prior to joining Occidental, Mr.

Ure served in a leadership role with Shell Exploration and Production’s Upstream Americas Business Development organization and as an investment banker in New York, London, and Houston;

most recently with Goldman, Sachs & Co.

During his career, Mr.

Ure has worked on total closed transactions representing more than $150 billion in value.

Brown has served as President and Chief Executive Officer of our general partner since October 2024, a member of our Board since August 2019, as Chairperson of the Sustainability Committee from February 2021 to October 2024, and as a member of the Compensation Committee since February 2022.

From April 2022 to June 2024, Mr.

Brown served as Chief Financial Officer of FREYR Battery, which provides industrial scale clean battery solutions to reduce global emissions.

Brown previously served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020.

In this role, Mr.

Brown was responsible for, among other things, Occidental’s global business development functions and global supply chain management.

Brown also served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018.

Prior to joining Occidental in 2016, Mr.

Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking.

Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE:

PAA and PAGP) from August 2017 to September 2019.

Houston, Texas

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Biography/Qualifications

Bourne has served as Senior Vice President and Chief Commercial Officer of our general partner since October 2019.

Bourne served as Senior Vice President and Chief Commercial Officer of our general partner from October 2019 until his retirement on February 18, 2025.

Prior to joining WES, Mr.

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Biography/Qualifications

Dial has served as Senior Vice President, General Counsel and Secretary of the general partner of Western Midstream Partners, LP since December 2019.

Dial has served as Senior Vice President, General Counsel and Secretary of our general partner since December 2019.

Prior to joining Western Midstream, from January 2018 to September 2019, Mr.

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Dial began his career as an Associate Attorney in the corporate section of the Houston office of Andrews Kurth, LLP, working on corporate, capital markets, governance, and other transactional matters primarily in the energy industry.

Denver, Colorado

Officer since:

Biography/Qualifications

Forsyth has served as Senior Vice President, North Operations, of the general partner since October 2022 and as Vice President, Engineering for Western Midstream Operating, LP, a consolidated subsidiary of WES, since November 2019.

Forsyth joined Anadarko in 2005 and has over 31 years of experience in the energy industry.

During his career at Anadarko, Mr.

Forsyth served in various roles of increasing responsibility throughout Anadarko’s midstream engineering organization, including General Manager, Midstream Asset Planning from February 2018 to November 2019 and as General Manager, Infrastructure Planning from April 2017 to February 2018.

Prior to joining Anadarko, Mr.

Forsyth served in engineering and project management roles at various construction and engineering firms.

Houston, Texas

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Green has served as Senior Vice President and Chief Accounting Officer of our general partner since May 2021, and as Vice President and Chief Accounting Officer of our general partner from October 2019 to May 2021.

Green joined Anadarko in 2001 and served in a variety of diverse roles throughout the accounting and finance organization, including internal audit, technical U.S.

Green joined Anadarko in 2001 and served in a variety of roles throughout the accounting and finance organization, including internal audit, technical U.S.

GAAP accounting, internal controls, and as Director, Expenditure Accounting from March 2018 to September 2019.

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Biography/Qualifications

Holderman has served as Senior Vice President, South Operations, of the general partner since October 2022, and as Senior Vice President and Co-Chief Operating Officer of the general partner from August 2022 to October 2022.

Holderman has served as Senior Vice President and Chief Operating Officer of our general partner since August 2024, as Senior Vice President, South Operations of our general partner since October 2022, and as Senior Vice President and Co-Chief Operating Officer of our general partner from August 2022 to October 2022.

Before joining WES, Mr.

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Houston, Texas

Officer since:

Biography/Qualifications

Nebreda has served as Senior Vice President, Business Services of our general partner since March 2021, and as Vice President, Business Services of our general partner since August 2020.

Prior to joining WES, Mr.

Nebreda served as Chief Operating Officer of CIG Logistics from 2018 to July 2020.

Prior to CIG Logistics, Mr.

Nebreda served as Vice President of Integrated Planning of Occidental Oil and Gas Corporation, a subsidiary of Occidental, from 2006 to 2018.

Nebreda has over 25 years of domestic and international experience within the oil and gas, retail, telecommunications, manufacturing, and transportation industries.

Houston, Texas

Director since:

Biography/Qualifications

Brown has served as a member of our Board since August 2019, as Chairperson of the ESG Committee since February 2021, and as a member of the Compensation Committee since February 2022.

Since April 2022, Mr.

Brown has also served as Chief Financial Officer of FREYR Battery, which provides industrial scale clean battery solutions to reduce global emissions.

Brown previously served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020.

In this role, Mr.

Brown was responsible for, among other things, Occidental’s global business development functions and global supply chain management.

Brown also served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018.

Prior to joining Occidental in 2016, Mr.

Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking.

Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE:

PAA and PAGP) from August 2017 to September 2019.

Brown also serves on the board of Houston’s Alley Theatre.

Houston, Texas

Director since:

December 2020

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Biography/Qualifications

Clark has served as a member of our Board since December 2020, as a member of the ESG Committee since February 2021, and as a member of the Compensation Committee since February 2022.

Clark has served as a member of our Board since December 2020, as a member of the Sustainability Committee since February 2021 and as its Chairperson since October 2024, and as a member of the Compensation Committee since February 2022.

Clark presently holds the position of Vice President, Corporate Secretary, Chief Compliance Officer, and Deputy General Counsel at Occidental, having joined Occidental in 2014.

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Before that, Ms.

Clark was a Corporate Partner at Vinson & Elkins LLP, where she specialized in mergers and acquisitions, securities regulation and corporate governance.

She began her legal career with Wachtell, Lipton, Rosen & Katz where she was a Corporate Associate.

Prior to entering the law, Ms.

Clark was a Partner at Vinson & Elkins LLP, where she specialized in mergers and acquisitions, securities regulation and corporate governance.

She began her legal career as an Associate with Wachtell, Lipton, Rosen & Katz where she practiced corporate law.

Prior to becoming an attorney, Ms.

Clark was an auditor at Arthur Andersen LLP.

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Biography/Qualifications

Forthuber has served as a member of our Board and the ESG Committee since December 2021.

Forthuber has served as a member of our Board and the Sustainability Committee since December 2021.

He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental.

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Since June 2023, Mr.

Forthhuber has served on the Board of Directors of Net Power, Inc., an NYSE listed company focused on renewable energy.

Forthuber has served on the Board of Directors of Net Power, Inc., an NYSE listed company focused on renewable energy.

In addition, Mr.

Forthuber currently serves as the Vice Chairman for the Midstream Committee of the American Petroleum Institute.

Houston, Texas

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Schulte has served as a member of our Board, Chairperson of the Special Committee, and a member of the Audit Committee since September 2020.

Schulte serves as Chairman and Chief Executive Officer of CorEnergy Infrastructure, Inc., the first publicly traded energy infrastructure real estate investment trust.

Prior to founding CorEnergy, Mr.

Schulte was a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new fund development, and as President of several NYSE listed closed-end funds.

From September 2010 to June 2024, Mr.

Schulte served on the board of, and as Chief Executive Officer of, CorEnergy Infrastructure Trust, Inc., the first publicly traded energy infrastructure real estate investment trust.

In February 2024, CorEnergy filed a Chapter 11 bankruptcy case in the Western District of Missouri.

Schulte was also a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new fund development, and as President of several NYSE listed closed-end funds.

With assets under management of $16 billion when he left to lead CorEnergy, Tortoise had been a pioneer in developing funds focused on listed energy infrastructure debt and equity securities, including the first closed-end master limited partnership fund in 2004.

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from 2001 to 2005.

In addition, he serves on the board of Neighborhood Legal Support of Kansas City, a non-profit law firm working to remedy urban blight.

Schulte is an attorney and Certified Public Accountant (both non-practicing), as well as a Chartered Financial Analyst.

Houston, Texas

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Stewart has served as a member of our Board, and as a member of the Audit Committee and Special Committee, since September 2020, and as Chairperson of the Compensation Committee since February 2022.

Stewart serves as Sheridan Production Partners Executive Chairwoman, a position she has held since April 2020.

From the founding of Sheridan in 2006, she served as Chairwoman, Chief Executive Officer and Chief Investment Officer overseeing all aspects of Sheridan acquisitions and the implementation of Sheridan’s strategy.

Stewart serves as Executive Chairman of Sheridan Production Partners, a position she has held since April 2020.

From the founding of Sheridan in 2006, she served as Chairman, Chief Executive Officer and Chief Investment Officer overseeing all aspects of Sheridan acquisitions and the implementation of Sheridan’s strategy.

In September 2019, eight Sheridan entities for which Ms.

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Stewart spent 20 years at Apache, leaving in January 2004 as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety, and corporate purchasing.

Stewart is currently a director of Coterra Energy, an NYSE listed energy company focused in the Permian, Mid-Continent and Pennsylvania, and an Independent Director of Jadestone Energy, an AIM-listed public energy company focused on Southeast Asia.

From December 2019 to March 2024, Ms.

Stewart served as an Independent Director of Jadestone Energy, an AIM-listed public energy company focused on Southeast Asia.

Stewart is currently a director of Coterra Energy, an NYSE listed energy company focused in the Permian Basin, Anadarko Basin, and Marcellus Shale.

Reimbursement of Expenses of Our General Partner and Its Related Parties

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The Board has four standing committees:

the Audit Committee, the Special Committee, the ESG Committee, and the Compensation Committee.

the Audit Committee, the Special Committee, the Sustainability Committee, and the Compensation Committee.

Audit Committee.

The Audit Committee is comprised of three independent directors, Messrs.

The Audit Committee is composed of three independent directors, Messrs.

Owen (Chairperson) and Schulte, and Ms.

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Special Committee.

The Special Committee is comprised of three independent directors, Messrs.

The Special Committee is composed of three independent directors, Messrs.

Schulte (Chairperson) and Owen, and Ms.

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Our partnership agreement provides that any matters approved in good faith by the Special Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it may owe us or our unitholders.

ESG Committee.

The ESG Committee is comprised of one independent director, Mr.

Brown (Chairperson), and two non-independent directors, Mr.

Forthuber and Ms.

The ESG Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters.

Sustainability Committee.

The Sustainability Committee is composed of two non-independent directors, Ms.

Clark (Chairperson) and Mr.

The Sustainability Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters.

Compensation Committee.

In February 2022, the Board established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.

The Compensation Committee is comprised of two independent directors, Ms.

Stewart (Chairperson) and Mr.

Brown, and two non-independent directors, Ms.

Clark and Mr.

The Compensation Committee held six meetings during 2023.

The Compensation Committee is composed of one independent director, Ms.

Stewart (Chairperson), and three non-independent directors, Ms.

Bennett and Mr.

Brown, who recuses himself from discussions and decisions regarding his compensation.

The Compensation Committee held four meetings during 2024.

Meeting of Non-Management Directors and Communications with Directors

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Director Attendance

The Board of Directors held five meetings in 2023.

The Board of Directors held 10 meetings in 2024.

Each of the directors attended 100% of the aggregate number of regularly scheduled meetings of the Board and of the Board committees on which he or she served and which were held during the period that each director served.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations.

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Code of Ethics, Corporate Governance Guidelines, and Board Committee Charters

Our general partner has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, Controller, and all other senior financial and accounting officers of our general partner.

Our general partner has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, and all other senior financial and accounting officers of our general partner.

Our Code of Ethics is also applicable to all WES employees.

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Our general partner has also adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance.

We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com , and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Audit Committee charter, Special Committee charter, ESG Committee charter, and Compensation Committee charter.

We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com , and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Audit Committee charter, Special Committee charter, Sustainability Committee charter, and Compensation Committee charter.

Requests for print copies may be directed to investors@westernmidstream.com or to:

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Senior Vice President, General Counsel and Secretary

Senior Vice President, Business Services

Senior Vice President and Chief Operating Officer

In addition, Mr.

Ure, former President and Chief Executive Officer, and Mr.

Nebreda, former Senior Vice President, Business Services, were identified as named executive officers for 2024.

Executive Summary

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• Conducted an annual review of compensation for our executive officers and made changes to their base salaries, target bonus opportunities, and long-term incentive awards;

• Approved a clawback policy (“Clawback Policy”) requiring WES to recoup certain incentive-based compensation from executive officers in the event WES becomes required to issue a financial restatement;

• Reviewed our annual cash incentive program design and metrics and made changes to our operational and sustainability components to better align the program with the Partnership’s overall business strategy;

• Reviewed our annual cash incentive program design and metrics to confirm their continuing alignment with the Partnership’s overall business strategy;

• Upon the appointment of Mr.

Brown as President and Chief Executive Officer, reviewed and approved his compensation package;

• Approved a discretionary bonus pool for the Partnership’s non-CEO Section 16 officers, which includes the NEOs other than Mr.

Ure (the “S16 Discretionary Bonus Pool”);

• Broadened the peer groups used to benchmark compensation for our executive officers and determine the performance of our total unitholder (“TUR”) return incentive awards.

Brown (the “S16 Discretionary Bonus Pool”);

• Reviewed the peer group used to benchmark compensation for our executive officers, and made changes, as applicable, to the peer group used to determine the performance of our total unitholder (“TUR”) return incentive awards.

These actions were taken to further align our executive compensation program with WES’s overall strategy, ensure our compliance with applicable regulations, provide for the attraction and retention of executive talent, and align our executive officers’ interest with those of our long-term unitholders.

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In particular, during the 2024 fiscal year WES:

• Achieved record annual natural-gas throughput of 4.4 Bcf/d, representing a 5-percent year-over-year increase.

• Gathered record annual produced-water throughput of 1,009 MBbls/d, representing a 21-percent year-over-year increase.

• Achieved year-over-year throughput growth across all products in the Delaware Basin of 11-percent, 8-percent, and 21-percent, for natural gas, crude oil and NGLs, and produced water, respectively.

• Sanctioned the 250 MMcf/d North Loving processing plant in May 2023, and materially progressed construction of the 300 MMcf/d Mentone III processing train.

• Announced and closed the Meritage acquisition, giving WES the largest gathering and processing footprint in the Powder River Basin.

• Executed on our capital return framework by returning $978 million in distributions, inclusive of two Base Distribution increases and the payment of our first Enhanced Distribution, and $135 million in unit repurchases.

• Obtained full investment-grade ratings in May 2023 and raised $1.350 billion through two bond offerings to partially fund the Meritage acquisition, refinance existing borrowings, and enhance the partnership’s overall liquidity.

• Achieved record annual natural-gas throughput of 5.1 Bcf/d attributable to WES.

• Achieved annual crude-oil and NGLs throughput of 530 MBbls/d attributable to WES.

• Gathered record annual produced-water throughput of 1,124 MBbls/d attributable to WES.

• Achieved year-over-year throughput growth across all products in the Delaware Basin of 14 percent, for both natural gas and crude oil and NGLs, and 11 percent for produced water.

• Divested multiple non-operated, non-core assets for $794.8 million, the proceeds of which were used to reduce long-term debt back towards pre-Meritage Midstream acquisition levels.

• Commenced operations of the 300 MMcf/d Mentone III processing train in the Delaware Basin and materially progressed construction of the 250 MMcf/d North Loving processing train that is expected to commence operations by the end of the first quarter 2025.

• Executed on our capital return framework by returning $1.246 billion to unitholders in 2024, which included a 52-percent increase in our distribution in May 2024, and achieved our year-end 2024 leverage ratio target of 3.0 times by the end of third quarter 2024.

How We Make Compensation Decisions

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Our Board is committed to a compensation philosophy that is designed to align the interests of our executive officers with those of our unitholders by linking compensation to the achievement of performance goals established to foster the creation of long-term value.

The executive compensation program has evolved over the last several years, corresponding to the Partnership’s transition to becoming a functionally independent company with a WES-dedicated management team.

As noted above, WES established the Compensation Committee in February 2022.

Since its formation, the Compensation Committee has worked with its compensation consultant to assist the Board in developing a compensation framework that aligns the interests of our executive officers with those of our unitholders through a culture of equity ownership and an executive compensation program that is more heavily weighted toward at-risk compensation.

The Compensation Committee works with its compensation consultant to assist the Board in developing a compensation framework that aligns the interests of our executive officers with those of our unitholders through a culture of equity ownership and an executive compensation program that is more heavily weighted toward at-risk compensation.

In developing WES’s executive compensation program, the Compensation Committee intends to design a total compensation package for its executive officers, including the NEOs, that generally provides for, approximately (i) median market annual base compensation, (ii) incentive-based compensation composed of short-term incentives targeted slightly above the median market (i.e., approximately the 50 th -60 th percentile of market), and (iii) long-term incentives that are targeted to have grant values within the third-quartile of market.

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Role of the Compensation Committee.

Our Compensation Committee, two members of which are independent directors, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program.

Our Compensation Committee, one member of which is an independent director, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program.

The Compensation Committee is responsible for, among other things, the following:

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The table below highlights the best practices utilized in our compensation process.

• Align executive officer pay with performance by structuring more than 82% of pay as at-risk

• Align executive officer pay with performance by structuring at least 85% of pay as at-risk

• Emphasize long-term performance in our equity incentive awards

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For the 2024 calendar year, the Compensation Committee retained Zayla Partners as its independent compensation consultant to provide advice on various executive compensation matters.

Zayla Partners has served as the Compensation Committee’s consultant since 2023.

In 2024, Zayla Partners provided guidance on our benchmarking peer group, TUR performance peer group, pay levels, pay mix, and overall executive compensation program design.

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Benchmarking Peers.

With assistance from Zayla Partners, the Compensation Committee evaluated several factors when determining an appropriate peer group of companies to use for 2023 benchmarking compensation opportunities.

With assistance from Zayla Partners, the Compensation Committee evaluated several factors when determining an appropriate peer group of companies to use for benchmarking 2024 compensation.

These factors included:

similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or corporation)), and companies that are in competition for the same senior executive talent.

After conducting an annual review, the Compensation Committee approved broadening the Partnership’s peer group used to evaluate 2023 compensation decisions.

The Partnership’s peer group used for conducting the 2023 executive benchmarking assessment is listed below:

After careful review and in consultation with Zayla Partners, the Compensation Committee approved the Partnership’s peer group used to evaluate 2024 compensation decisions.

The 2024 benchmarking peer group is listed below:

Antero Midstream Corporation Magellan Midstream Partners, L.P.

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NuStar Energy, L.P.

DCP Midstream, LP (2)

DT Midstream, Inc.

Plains All American Pipeline, L.P.

Energy Transfer LP Targa Resources Corp.

EnLink Midstream, LLC Tellurian Inc.

Equitrans Midstream Corporation The Williams Companies, Inc.

Energy Transfer LP Plains All American Pipeline, L.P.

EnLink Midstream, LLC (2)

Targa Resources Corp.

Equitrans Midstream Corporation (3)

Tellurian Inc.

Genesis Energy, L.P.

The Williams Companies, Inc.

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(1) Crestwood Equity Partners LP was acquired by Energy Transfer, LP as of November 3, 2023.

(2) DCP Midstream, LP was acquired by Phillips 66 as of June 15, 2023.

(2) EnLink Midstream, LLC was acquired by ONEOK, Inc.

as of January 31, 2025.

(3) Equitrans Midstream Corporation was acquired by EQT Corporation as of July 22, 2024.

(4) Magellan Midstream Partners, L.P.

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as of September 25, 2023.

(5) NuStar Energy, L.P.

was acquired by Sunoco, LP as of May 3, 2024.

(6) Tellurian, Inc.

was acquired by Woodside Energy Group Ltd as of October 9, 2024.

Benchmarking Data.

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In establishing competitive compensation benchmark levels, Zayla Partners blended the publicly disclosed peer group data with published third-party survey data.

The published survey data was gathered based on industry and company size (revenues from $1-6 billion) and included the following surveys:

The published survey data was gathered based on industry and company size (revenues from $1.0 billion to $6.0 billion) and included the following surveys:

Willis Towers Watson Industry Executive Survey, Mercer Total Compensation Survey for the Energy Sector and the Economic Research Institute Executive Compensation Assessor Data for Pipeline and Midstream Services.

When reviewing benchmarking data, the Compensation Committee reviewed 25th, 50th, and 75th percentile data in connection with the general structuring of the officers’ compensation packages;

In establishing the general structure and levels of the officers’ compensation packages, the Compensation Committee reviewed 25th, 50th, and 75th percentile benchmark data;

however, in making specific officer compensation decisions, the Board has taken into account other considerations as noted above and below.

Role of Executive Officers in Setting Executive Compensation.

The Board, after reviewing the information provided by Zayla Partners for 2023 and considering other factors described below, determines, with input from Zayla Partners, each element of compensation for our CEO.

When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from our CEO.

Additionally, at the Board’s request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs.

The Board, after reviewing the information provided by Zayla Partners and considering the recommendation of the Compensation Committee and other factors described below, determines, with input from Zayla Partners and the Compensation Committee, each element of compensation for the CEO.

When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from the Compensation Committee and the CEO.

Additionally, at the Board’s request, our executive officers and the Compensation Committee may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs.

The Board is under no obligation to implement these recommendations.

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Our executive compensation program includes a mix of direct and indirect compensation elements.

Performance metrics for short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy.

We believe that a majority of an executive officer’s total compensation opportunity should be performance-based;

The performance metrics for our short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy.

A majority of our executive officers’ total compensation opportunity is performance-based;

however, we do not have a specified formula that dictates the overall weighting of each element.

Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices.

As illustrated in the charts below, a majority of our NEO’s targeted annual direct compensation is at-risk, including 89% for our CEO and 82%, on average, for our other NEOs.

Further, 75% of our CEO’s targeted annual direct compensation and 68%, on average, for our other NEOs’ targeted annual direct compensation is tied directly to WES’s unit performance through their annual long-term incentive awards.

As illustrated in the charts below, a majority of our executive officers’ targeted annual direct compensation is at-risk, including 87% for our CEO and 85% on average, for our other NEOs.

Further, 83% of our current CEO’s targeted annual direct compensation, and on average 73% for our other NEOs, is tied directly to WES’s unit performance through their annual long-term incentive awards.

We note that Mr.

Brown’s executive compensation for 2024 included a target bonus based on the date of his appointment as President and CEO relative to the end of the year and a time-based equity award, but did not include ROA Units or TUR Units, which was reflective of his appointment as President and CEO late in the calendar year.

The Board expects Mr.

Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards.

Targeted Annual Direct Compensation

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(50% of award) Absolute Unit Price Time-based Units align with absolute unit price and provide retentive value, especially in a volatile industry.

(25% of award) 3-Year Return on Assets (“ROA”)

(25% of award) 3-Year Return on Assets

ROA Units reward sustained financial performance by providing an incentive for NEOs to focus on efficiently managing WES’s assets to generate earnings and provide a retentive value.

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In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment.

Name Salary Approved in 2022 ($)

Salary Approved in 2023 ($)

Ure 775,000 900,000 16.1 %

Name Salary Approved in 2023 ($) Salary Approved in 2024 ($) % Change

— 950,000 — %

500,000 515,000 3.0 %

Dial 500,000 515,000 3.0 %

Bourne 500,000 515,000 3.0 %

Holderman (2)

— 515,000 — %

900,000 930,000 3.3 %

Nebreda was not an NEO for the year 2022.

Additionally, Mr.

Nebreda was not a Section 16 officer when the Board approved compensation actions for the year 2023 in respect of the other NEOs.

As a result, Mr.

Ure approved the Partnership’s compensation actions in respect of Mr.

In accordance with our compensation philosophy, the Board approved an increase to each NEO’s salary to better align it with the median of the peer benchmark data for their respective positions.

Additionally, the salary increases for the non-CEO NEOs were based on internal compensation alignment considerations.

The approved salary increases positioned each NEO’s base salary slightly above or below the median of the peer benchmark data.

500,000 515,000 3.0 %

________________________________________________________________________________________

Brown was not an NEO for the year 2023.

Holderman was not an NEO for the year 2023.

Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024, and departed the company on December 31, 2024.

Nebreda departed from the general partner effective August 5, 2024.

The Board approved the salaries noted above after taking into account the peer benchmark data for the respective positions, and internal compensation alignment considerations for the non-CEO NEOs.

The salary increases positioned each incumbent NEO’s base salary slightly above or below the median of the peer benchmark data, and are in line with our stated compensation philosophy of providing annual base compensation that approximates the median of our benchmark peer group.

Equity-Based Long-term Incentive Awards.

Our long-term incentive program aligns our NEOs’ interests with those of our unitholders by providing them with the opportunity to earn compensation based on WES’s success.

Our Board did not make changes in 2023 to the general structure of our annual long-term incentive program that consists of a combination of time-based units and performance-based units.

This use of both time-based and performance-based awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention.

Our Board did not make changes in 2024 to the general structure of our equity-based long-term incentive program, which consists of a combination of time- and performance-based unit awards.

This use of both time- and performance-based unit awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention.

Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term unit performance.

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Time-Based Units.

These units, reflecting 50% of the overall 2023 annual long-term incentive awards, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date.

These units, reflecting 50% of the overall 2024 annual long-term incentive awards for our non-CEO NEOs, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date.

Upon vesting, the awards are settled in WES units.

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Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders and, provides a forfeitable ownership stake to encourage executive retention.

Return on Asset Performance Units (“ ROA Units ”) .

The Board established ROA as a performance criterion for 25% of the 2023 annual long-term incentive awards.

Return on Asset (“ROA”) Performance Units (“ROA Units”) .

The Board established ROA as a performance criterion for 25% of the 2024 annual long-term incentive awards made to our non-CEO NEOs.

ROA is calculated each year during a three-year performance period as follows:

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Distribution equivalent rights for ROA Units paid prior to the settlement of such ROA Units are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award.

Total Unitholder Return Performance Units (“TUR Units”).

The Board established relative TUR as a performance criterion for 25% of the 2023 annual long-term incentive awards.

Total Unitholder Return (“TUR”) Performance Units (“TUR Units”) .

The Board established relative TUR as a p erformance criterion for 25% of the 2024 annual long-term incentive awards made to our non-CEO NEOs.

The units vest based on our TUR performance ranking relative to our peer group over a three-year performance period, with TUR calculated as follows:

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Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period

For the 2023 TUR awards, Zayla Partners reviewed the industry peer group and recommended broadening it to decrease the effect of individual Impacted Peers (defined below) over the performance period and increase the quality of the data sample provided.

For the 2024 TUR awards, Zayla Partners reviewed the industry peer group and recommended adding companies, as appropriate, to expand or replace those that were acquired during the previous year.

The industry peer group for our 2024 TUR awards is listed below.

Companies that were added to the peer group for the 2024 TUR awards are marked with an asterisk.

Antero Midstream Corporation Kinetik Holdings Inc.*

Crestwood Equity Partners LP (1)

Magellan Midstream Partners, L.P.

Antero Midstream Corporation Kinder Morgan, Inc.*

DT Midstream, Inc.* Kinetik Holdings Inc.

Energy Transfer LP MPLX LP

EnLink Midstream LLC ONEOK, Inc.*

Enterprise Products Partners L.P.* Plains All American Pipeline, L.P.

Equitrans Midstream Corporation Targa Resources Corp.

Genesis Energy LP* The Williams Companies*

EnLink Midstream, LLC (1)

Enterprise Products Partners L.P.

Plains All American Pipeline, L.P.

Equitrans Midstream Corporation (2)

Targa Resources Corp.

Genesis Energy LP The Williams Companies, Inc.

Hess Midstream LP*

_________________________________________________________________________________________

(1) Crestwood Equity Partners LP was acquired by Energy Transfer LP as of November 3, 2023.

(2) Magellan Midstream Partners, L.P.

was acquired by ONEOK, Inc.

as of September 25, 2023.

(1) EnLink Midstream, LLC was acquired by ONEOK, Inc.

on January 31, 2025.

(2) Equitrans Midstream Corporation was acquired by EQT Corporation in July 2024.

For the 2024 TUR awards, if during the performance period, a peer company files for bankruptcy or fails to meet the listing requirements of the relevant securities exchange, then the Partnership will drop such company to the bottom of the relative TUR percentile ranking.

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This approach grants the Compensation Committee the discretion to address unusual situations affecting our peer companies and ensures that the 2024 TUR awards remain aligned with the Partnership’s compensation philosophy and objectives.

In consultation with Zayla Partners, the Board approved a new payout scale for the 2023 TUR awards that strengthens our link to performance by rewarding top quartile performance with a maximum payout of 200% of target and providing for a zero payout for bottom quartile performance.

Our payout scale for the 2024 TUR awards strengthens our link to performance by rewarding top quartile performance with a maximum payout of 200% of target and providing for a zero payout for bottom quartile performance.

The actual number of TUR Units earned for the three-year performance period will be based on WES’s relative TUR performance during the performance period.

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WES TUR Payout Schedule

3 Year TUR Performance

≥ 25th ≥ 50th Percentile ≥ 75th Percentile

3 Year TUR Performance < 25th Percentile

≥ 25th Percentile

≥ 50th Percentile ≥ 75th Percentile

Payout Percentage of Target 0% 50% 100% 200%

50% 100% 200%

The number of TUR Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our relative TUR performance.

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The target value of the 2024 annual equity awards granted to the NEOs reflect an increase of approximately 36%, on average, compared to their prior year target value of annual awards.

The target long-term incentive award increases position each of the NEO awards between the 50 th and 75 th percentiles of the benchmark data.

The target long-term incentive award increases generally position each of the NEO awards between the 50 th and 75 th percentiles of the benchmark data, with two of the NEOs positioned above the 75 th percentile because of internal pay equity considerations.

Time-Based Award to Mr.

Brown’s appointment as President and CEO of the general partner effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special grant of time-based units valued at $6,000,000, which will vest annually over a three-year period subject to Mr.

Brown’s continued service through the applicable vesting periods.

This award comprises the entirety of Mr.

Brown’s equity-based awards for the year 2024 in connection with his executive service.

In granting Mr.

Brown this award, the Board wished to create retentive value and to align Mr.

Brown’s interests with those of our long-term unitholders.

Given that Mr.

Brown’s appointment occurred late in the fiscal year, his special award included time-based units only.

The Board expects Mr.

Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards commensurate with the Partnership’s executive compensation philosophy discussed above.

Total Target LTI Value ($) (1)

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Name Number of Units (#) Target Value ($) Number of Units (#) Target Value ($) Number of Units (#) Target Value ($)

Ure 6,000,000 105,263 3,000,000 52,632 1,500,000 52,632 1,500,000

6,000,000 157,978 6,000,000 — — — —

2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000

Dial 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000

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8,400,000 150,592 4,200,000 75,296 2,100,000 75,296 2,100,000

(1) Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are calculated in accordance with FASB ASC Topic 718.

2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000

_________________________________________________________________________________________

(1) Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table, which are calculated in accordance with FASB ASC Topic 718.

Brown’s values include his special award, discussed above.

(3) Per the terms of Mr.

Ure’s Transition and Separation Agreement, outstanding time-based awards held by Mr.

Ure under any equity incentive plan maintained by the Partnership as of his final separation date will become vested on a pro rata basis on such date.

Such awards will generally be settled within sixty (60) days following the applicable vesting date.

(4) Per the terms of Mr.

Nebreda’s award agreements, upon his departure from the general partner, he received a prorated portion of these awards.

Performance Unit Awards — Results for the Performance Period Ended December 31, 2024 .

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Name Number of Units - Target Number of Units - Earned Number of Units - Target Number of Units - Earned

Ure 110,201 190,979 110,201 165,302

10,838 20,235 10,838 16,257

Dial 8,671 16,189 8,671 13,007

Bourne 8,671 16,189 8,671 13,007

Holderman (1)

43,313 80,866 43,314 64,971

_________________________________________________________________________________________

Holderman, and Mr.

Nebreda were not eligible for a grant of performance units in 2022.

(2) Per the terms of Mr.

Ure’s Transition and Separation Agreement, outstanding performance-based awards held by Mr.

Ure on his final separation date vested on a pro-rata basis with the achievement of any performance conditions determined based upon actual performance as determined by the Board.

Performance-Based Annual Cash Incentives—WES Cash Bonus Program.

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Name $ % of Salary

Ure 1,125,000 125%

Dial 412,000 80%

Bourne 412,000 80%

Our annual incentive program was designed to include measures that support our primary business strategy of creating long-term value for our unitholders by safely delivering above-average customer service and system operability, and obtaining new business over time, while achieving costs efficiencies and optimizing our financial profile.

The overall design and performance metrics under the 2023 WCB Program are generally the same as the 2022 WCB Program, but with changes to its operational and sustainability components.

With respect to its operational component, the Board approved replacing its “System Availability” metric with a “System Operability” metric.

The method for calculating System Operability is discussed in the footnotes to the table below.

In doing so, the Board determined that a metric based on System Operability better aligned with the Partnership’s business strategy of minimizing system downtime and continually improving customer service.

With respect to its sustainability component, the Board approved changing the 2022 WCB Program’s quantitative methane reduction metric to a qualitative metric regarding the implementation of certain initiatives related to Greenhouse Gas (“GHG”) emissions.

In doing so, the Board determined that a qualitative metric aligned more closely with the Partnership’s sustainability goals by giving management the discretion to pursue projects providing holistic outcomes, rather than those tied to a specific metric.

The continued inclusion of environmental and other sustainability metrics in the 2023 WCB Program supports our foundational pillar of sustainable operations through our commitment to the safety of our people, minimizing our emissions footprint, and improving our communities.

1,162,500 125%

_________________________________________________________________________________________

(1) Concurrently with Mr.

Brown’s appointment as President and CEO effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special target bonus of $300,000 for 2024 under the WES Cash Bonus Program.

Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024 and departed the general partner on December 31, 2024.

Nebreda departed from the general partner effective August 5, 2024.

Our annual incentive program was designed to include measures that support ou r primary business objective of creating long-term value for our unitholders through continued delivery of profitable operations, and increasing returns of capital to stakeholders over time.

The overall design and performance metrics under the 2024 WCB Program are generally the same as the 2023 WCB Program.

The table below reflects the Partnership’s 2024 performance metrics, performance targets and performance under these metrics.

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Financial Adjusted EBITDA (1)

30% $2,300.0MM

Free Cash Flow (2)

30% $1,150.0MM

Operational System Operability (3)

System Operability (3)

20% 98% 98.7% 33.0%

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Employee Volunteer Participation (5)

4% 50% Participation 75.0% 8%

4% 50% 80.0% 8.0%

Greenhouse Gas (6)

6% Qualitative Exceeded

6% Qualitative Qualitative

_________________________________________________________________________________________

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(2) Free Cash Flow, for purposes of the WCB Program, excludes the effects of changes in working capital (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K).

The performance results for Free Cash Flow reflect the Board’s discretion to adjust the result for approximately $63 million of expenditures incurred in 2024 that otherwise would have been incurred in 2025.

(3) System Operability is a measure of the “real” operability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells.

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(5) Employee Volunteer Participation includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)(3).

(6) WES set a qualitative goal to develop a GHG emissions reduction plan, including various internal initiatives to forecast GHG emissions and identify actionable emissions-reduction projects.

(7) The performance targets in the above table reflect the targets used by the Board in determining bonus payouts under the WCB Program, as discussed further below.

(8) Adjusted EBITDA and Free Cash Flow targets and results include the Board’s discretion to include the impact of the Meritage acquisition.

See Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K.

(6) WES set qualitative goals to develop a GHG emissions reduction plan, including various internal initiatives to study the utilization of flyovers in identifying GHG emissions events, and to develop a predictive super-emitter identification program.

2024 WCB Program Performance Assessment.

In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the targets noted in the above table.

These performance targets were approved by the Board in February 2023, with exception to the Adjusted EBITDA and Free Cash Flow measures.

For Adjusted EBITDA and Free Cash Flow, the original targets approved were $2,132.0 million and $1,181.0 million, respectively.

In assessing WES’s performance under the WCB Program, the Board exercised its discretion and determined it was more appropriate to measure WES’s performance against the midpoint of the revised guidance the Partnership issued following the end of the second quarter 2023.

These revised targets reflected the impact of external factors (e.g., unforeseen shifts in customer activity) affecting our Adjusted EBITDA and Free Cash Flow results.

The Board also exercised its discretion to include the impact of the Meritage acquisition in the WCB Program targets and results.

Based upon the results described above and in recognition of the Partnership’s overall excellent performance, including exceptional achievement with respect to the Partnership’s core businesses, operational efficiency, and sustainability objectives, the Board approved a payout of 149% under the 2023 WCB Program.

These performance targets were approved by the Board in February 2024.

For Free Cash Flow, the Board exercised its discretion to adjust the result for expenditures incurred in 2024 that would otherwise have been incurred in 2025.

Based upon the results described above and in recognition of the Partnership’s impressive performance across all WCB metrics, including outstanding financial results, sustainability objectives, and customer-focused operational success, the Board approved a payout of 160% under the 2024 WCB Program.

S16 Discretionary Bonus Pool.

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20% multiplied by up to 200%).

Any S16 Discretionary Bonus Pool allocations, if any, shall be based on the recommendation of the CEO and Compensation Committee and are subject to the final approval of the Board.

Any S16 Discretionary Bonus Pool allocations, shall be based on the recommendation of the CEO and Compensation Committee and are subject to the final approval of the Board.

For the S16 Discretionary Bonus Pool, the Board considered the recommendations of the CEO and the Compensation Committee in reviewing the individual performance of the non-CEO Section 16 officers.

Based on these recommendations and the Board’s own review, the Board approved a S16 Discretionary Bonus Pool of $0.651 million for the NEOs, allocated as set forth in the table below.

The CEO and Compensation Committee’s recommendation for the funding of the S16 Discretionary Bonus Pool was based on the outstanding performance of the non-CEO Section 16 officers (including the NEOs) towards achieving our company goals under the WCB Program.

The established pool was allocated to non-CEO Section 16 Officers in recognition of the efforts of:

Shults and Messrs.

Bourne and Dial on the Meritage acquisition, (b) Ms.

Shults and Mr.

Nebreda on the successful management of WES’s capital projects, (c) Mr.

Bourne on the achievement of significant commercial successes during the year, and (d) Mr.

Nebreda in leading a cross-functional team to implement information-technology systems to align with and streamline our critical work processes.

Based on these recommendations and the Board’s own review, the Board approved S16 Discretionary Bonuses as set forth in the table below.

The recommendation for the funding of the S16 Discretionary Bonus Pool was based on the outstanding performance of the non-CEO Section 16 officers (including the NEOs) towards achieving our company goals under the WCB Program.

These bonuses were in recognition of the efforts of:

Holderman for his assumption of significant additional responsibilities as Chief Operating Officer of WES and for meaningful operational achievements in the Delaware Basin, (b) Ms.

Shults on successful efforts to strengthen WES’s balance sheet and effectively manage WES’s capital projects, (c) Mr.

Dial on successful divestiture of non-core assets and the effective management of WES’s litigation and governance matters, and (d) Mr.

Bourne on the achievement of significant commercial successes during the year in West Texas and the DJ Basin.

Actual Bonuses Earned for 2024.

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Total Cash Bonus

Ure 1,676,250 + N/A

Brown 480,000 + N/A

659,200 + 178,962 = 838,162

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_________________________________________________________________________________________

(1) Represents the bonuses attributed to WES’s performance against the performance metrics discussed above, calculated as their target bonus for the year multiplied by the 149% performance factor.

(1) This amount represents the bonuses attributed to WES’s performance against the performance metrics discussed above, calculated as their target bonus for the year multiplied by the 160% performance factor.

Pursuant to the terms of Mr.

Ure’s Transition and Separation Agreement, Mr.

Ure was eligible to receive the full target bonus under the 2024 WCB Program.

This amount was paid in lieu of any other amount payable to Mr.

Ure under the Annual Incentive Plan for the year 2024.

Nebreda departed from the general partner effective August 5, 2024, and in accordance with the ESP, will receive a pro rata target bonus for the year.

These payments are reflected in the “All Other Compensation” column of the Summary Compensation Table.

Indirect Compensation Elements

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however, limited personal use by executive officers, including travel by family or invited guests, is allowed so long as any incremental costs associated with such personal use is reimbursed by the executive under a time-sharing agreement.

The incremental costs of the perquisites provided are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table.

For 2023, all incremental costs associated with personal travel by a named executive officer were reimbursed to us, such that there was no aggregate incremental cost related to such use.

For 2024, any incremental costs of the perquisites provided to each NEO that exceeded $10,000 are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table.

Severance Benefits .

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• An amount equal to 2.0 times the sum of base salary and annual target bonus for the CEO and 1.5 times base salary and annual target bonus for the other NEOs;

• An annual target bonus for the year of termination, prorated based on the participant’s date of termination, and paid when annual bonuses are paid to other senior executives of the Partnership;

• An annual bonus for the prior year, if unpaid as of the date of termination, and an annual target bonus for the year of termination, prorated based on the participant’s date of termination;

• Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

• Prorated vesting of any unvested long-term incentive awards, including time-based and performance-based long-term incentive awards, with prorated performance-based awards vesting upon actual performance under the original award agreement;

• Prorated vesting of any unvested long-term incentive awards, including time- and performance-based long-term incentive awards, with prorated performance-based awards vesting upon actual performance under the original award agreement;

• Outplacement services for up to nine months;

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A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below.

Ure stepped down from his position as President and Chief Executive Officer of the general partner, effective October 28, 2024.

At this time, the Board entered into a Transition and Separation Agreement with him that outlined the terms of his transition and departure from the Partnership.

Pursuant to the terms of this Agreement, Mr.

Ure continued his employment in the role of advisor until his separation date of December 31, 2024.

Upon his separation from the Partnership, he became entitled to receive certain payments and benefits as discussed in further detail under the Potential Payments Upon Termination or Change of Control section below.

These payments and benefits are in lieu of any benefits he was entitled to under the ESP.

Additional Compensation Policies and Provisions

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An officer who does not meet the minimum ownership guideline may not sell any Western Midstream units until he or she meets the guideline and would continue to meet the guideline following any such sale.

In determining equity ownership levels, we include an executive’s direct unit holdings (including units held in a living trust or by a family partnership or corporation controlled by the executive, unless the executive expressly disclaims beneficial ownership of such units) and long-term incentive awards, including time-based restricted unit awards and vested performance unit awards.

In determining equity ownership levels, we include the value of an executive’s direct unit holdings (including units held in a living trust or by a family partnership or corporation controlled by the executive, unless the executive expressly disclaims beneficial ownership of such units) and long-term incentive awards, including time-based restricted unit awards and vested performance unit awards.

Unvested performance unit awards do not count towards the ownership guidelines.

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Clawback Provisions.

Per the terms of our 2023 long-term incentive awards that were granted under the Western Gas Partners, LP 2017 Long-Term Incentive Plan, if WES 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 the recipient knowingly engaged in the misconduct (whether or not they are an individual subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Board (or delegated Plan Administrator) may determine that the recipient must reimburse WES the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Per the terms of our 2024 long-term incentive awards, if WES 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 the recipient knowingly engaged in the misconduct (whether or not they are an individual subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Board (or delegated Plan Administrator) may determine that the recipient must reimburse WES the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

These clawback provisions are in addition to the provisions of the Clawback Policy for incentive compensation discussed in the following paragraph.

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The scheduled blackout periods begin on the last calendar day of the quarter and end two full trading days following the public release of the applicable quarter’s earnings.

The blackout periods apply to all WES officers, including our NEOs, all directors of our General Partner, employees working in our Denver, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time.

The blackout periods apply to all WES officers, including our NEOs, all directors of our general partner, employees working in our Longmont, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time.

These blackout restrictions also apply to the immediate family and others who live in their homes, as well as any trust, partnership, or other entity in which the covered individual controls.

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Incentive Plan

Ure 2023 880,769 1,068,750 6,631,078 607,500 377,560 9,565,657

2024 146,154 42,000 6,000,004 438,000 9,500 6,635,658

President and 2023 — — — — — —

Chief Executive Officer 2022 — — — — — —

2023 484,615 756,167 2,044,566 216,000 149,836 3,651,184

Shults 2024 512,692 236,642 2,685,074 601,520 187,117 4,223,045

Senior Vice President and 2023 484,615 756,167 2,044,566 216,000 149,836 3,651,184

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Chief Commercial Officer 2022 421,923 — 1,006,937 533,800 165,975 2,128,635

Holderman (6)

2024 512,692 308,226 2,685,074 601,520 136,272 4,243,784

Senior Vice President, 2023 — — — — — —

Chief Operating Officer

2022 — — — — — —

2024 950,423 — 9,021,966 — 1,709,237 11,681,626

Former President and 2023 880,769 1,068,750 6,631,078 607,500 377,560 9,565,657

Chief Executive Officer 2022 767,308 — 5,034,558 1,520,938 325,201 7,648,005

2024 316,596 — 2,685,074 — 1,843,658 4,845,328

Former Senior Vice President, 2023 485,577 562,194 2,042,963 216,000 142,872 3,449,606

Business Services

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_________________________________________________________________________________________

(1) For years 2023 and 2021, this column reflects (i) the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the years ended December 31, 2023 and 2021, and (ii) for 2023, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.

Shults’ 2023 bonus amount also includes a one-time retention bonus of $220,000 that was paid in 2023.

(1) For 2023 and 2024, this column reflects (i) the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the years ended December 31, 2023 and 2024, respectively, and (ii) for 2023 and 2024, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.

(2) This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures).

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The grant date fair value of the TUR Units is calculated based on a Monte-Carlo valuation on the grant date.

The maximum values, assuming a 200% payout, of the 2023 ROA unit awards as of the grant date for Mr.

Bourne, and Mr.

Nebreda were approximately $3.0 million, $0.93 million, $0.93 million, $0.93 million, and $0.93 million, respectively.

The maximum values, assuming a 200% payout, of the 2023 TUR unit awards as of the grant date for Mr.

Bourne, and Mr.

Nebreda were approximately $4.3 million, $1.3 million, $1.3 million, $1.3 million, and $1.3 million, respectively.

The maximum values, assuming a 200% payout, of the 2024 ROA unit awards as of the grant date for Ms.

Holderman, Mr.

Nebreda were approximately $1.25 million, $1.25 million, $1.25 million, $1.25 million, $4.2 million, and $1.25 million, respectively.

The maximum values, assuming a 200% payout, of the 2024 TUR unit awards as of the grant date for Ms.

Holderman, Mr.

Nebreda, $1.6 million, $1.6 million, $1.6 million, $1.6 million, $5.4 million, and $1.6 million, respectively.

The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value.

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(4) The 2024 amounts are detailed in the table below:

Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Financial/Tax/Estate Planning ($)

Other ($) (i)

Ure 360,256 3,145 14,159 377,560

Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Other ($) (i)

9,500 — 9,500

Christopher B.

177,081 10,036 187,117

Christopher B.

Dial 188,952 — 188,952

Bourne 240,324 — 240,324

Holderman (6)

136,272 — 136,272

390,245 1,318,992 1,709,237

(i) Amounts reflect cash payments under a one-time all-employee PTO buyback program, pursuant to which employees were compensated for PTO hours that would have otherwise been forfeited for the year.

Shults was not an NEO for the year ended December 31, 2021.

Nebreda was not an NEO for the years ended December 31, 2022 and 2021.

120,427 1,723,231 1,843,658

_________________________________________________________________________________________

(i) The amount for Ms.

Shults reflects spousal travel of $7,419 and financial planning and personal excess liability insurance of $2,617.

The amount for Mr.

Ure reflects the payout of $156,492 of his accrued but unused paid time off balance and $1,162,500 pro-rata target bonus pursuant to his Transition and Separation Agreement.

The amount for Mr.

Nebreda reflects $1,390,500 for severance benefits, $246,071 pro-rata target bonus for 2024 and $86,660 for the payout of his accrued but unused paid time off balance under the ESP.

Additionally, amounts in this column do not include Mr.

Ure’s cash separation benefits.

Ure is required to comply with the restrictive covenants in his Transition and Separation Agreement on an ongoing basis in order to receive such cash separation benefits over a two-year period following the separation date.

Brown was appointed President and CEO effective October 28, 2024.

Prior to his appointment as CEO, Mr.

Brown was a non-employee director of the general partner and received compensation under our director compensation program.

The compensation he earned as a non-employee director for 2024 is excluded from these values and disclosed in the Director Compensation section below.

Effective with his appointment to CEO, he no longer receives compensation as a non-employee director.

Brown was not an NEO for the years ended December 31, 2023 and 2022.

Holderman was not an NEO for the years ended December 31, 2023 and 2022.

Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024.

Pursuant to the terms of his Transition and Separation Agreement, he continued his employment with the Partnership in the role of advisor until December 31, 2024.

Nebreda departed from the general partner effective August 5, 2024.

He was not an NEO for the year ended December 31, 2022.

Grants of Plan-Based Awards in 2024

The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards.

The equity incentive plan and unit awards were granted pursuant to the Western Gas Partners, LP 2017 Long-Term Incentive Plan during 2023 to each of the NEOs as described below.

The equity incentive plan and unit awards were granted pursuant to the Western Midstream Partners, LP 2021 Long-Term Incentive Plan during 2024 to each of the NEOs as described below.

Non-Equity Incentive Plan Awards (WCB Program).

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Time-Based Unit Awards.

Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning on February 12, 2024.

Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years.

Brown’s award begins vesting on October 28, 2025, and all other NEO’s awards begin vesting on February 12, 2025.

The awards include tandem distribution equivalent rights paid in cash on a current basis.

Grants of Plan-Based Awards

Number of Units

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Award Type Grant Date Threshold

Ure — — 1,125,000 — — — — — —

— — 300,000 — — — — — —

Time-Based Units 10/28/2024 — — — — — — 157,978 6,000,004

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ROA Units 02/13/2024 — — — 5,602 22,409 44,818 — 624,987

— — — 4,074 16,297 32,594 — 462,509

TUR Units 02/13/2024 — — — 11,877 22,409 44,818 — 810,085

Ure — 1,162,500 — — — — — —

Time-Based Units 02/13/2024 — — — — — — 150,592 4,200,011

ROA Units 02/13/2024 — — — 18,824 75,296 150,592 — 2,100,005

TUR Units 02/13/2024 — — — 39,907 75,296 150,592 — 2,721,950

Nebreda — — 412,000 — — — — — —

Time-Based Units 02/13/2024 — — — — — — 44,819 1,250,002

ROA Units 02/13/2024 — — — 5,602 22,409 44,818 — 624,987

TUR Units 02/13/2024 — — — 11,877 22,409 44,818 — 810,085

_________________________________________________________________________________________

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For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(4) The target bonus for Mr.

Brown was set upon his appointment to President and Chief Executive Officer on October 28, 2024.

Phantom units that Mr.

Brown received as a non-employee director, prior to this appointment, are excluded from these values and are disclosed in the Director Compensation section below.

Outstanding Equity Awards at Year-End 2024

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TUR Units — — 52,145 2,003,932

Time-Based Units — — — —

ROA Units — — 192,372 7,392,856

TUR Units — — 142,078 5,460,058

Time-Based Units — — — —

ROA Units — — 23,664 909,408

TUR Units — — 16,263 624,987

_________________________________________________________________________________________

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— 25,759 25,759 25,759 25,759

52,659 — — — —

— 14,939 14,939 14,939 14,939

52,659 — — — —

(2) The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2024 Table.

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— 16,257 13,007 13,007 — 64,971 —

1/1/2022 to 12/31/2024 54,192 13,548 10,839 10,839 —

1/1/2023 to 12/31/2025 (ii)

— 20,772 20,772 20,772 20,772 44,872 11,078

1/1/2024 to 12/31/2026 (ii)

— 31,373 31,373 31,373 31,373 32,235 5,185

________________________________________________________________

(i) Payment of these awards, earned for the performance period ending December 31, 2024, were made in February 2025 after the Board’s certification of the performance results.

These awards are discussed further in the Compensation Discussion and Analysis.

(ii) The TUR Units outstanding for the performance period ending December 31, 2025, as listed in the table above, assume that any Impacted Peer(s) have been dropped to the bottom of the relative peer group ranking for purposes of determining WES’s relative total unitholder return performance ranking.

(ii) The TUR Units outstanding for these awards assume that any Impacted Peer(s) have been dropped to the bottom of the relative peer group ranking for purposes of determining WES’s relative total unitholder performance ranking.

The treatment of Impacted Peers is discussed further in the Compensation Discussion and Analysis.

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Value Realized

Ure 272,155 7,726,345

Shults 29,454 839,439

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17,872 509,352

Ure 563,007 16,828,875

47,281 1,510,406

(1) The number of units acquired on vesting includes the time-based units that vested in 2023 and the distribution equivalent rights that, per the terms of the underlying 2020 award agreements, were settled in common units on the date of the distribution payments.

_________________________________________________________________________________________

(1) The number of units acquired on vesting includes the time-based units that vested in 2024 and the units that vested under the 2021 ROA Unit and TUR Unit awards with performance periods ending December 31, 2023, which were settled in 2024.

(2) The value realized on vesting represents the aggregate number of units that vested multiplied by the common unit price on the vesting date.

The actual value ultimately realized by the officer, may be more or less than the value disclosed in the above table, depending upon the timing in which he held or sold the units associated with the vesting occurrence.

(3) Values for Mr.

Brown exclude the vesting of units he received in his prior role as non-employee director.

Pension Benefits for 2024

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Aggregate Balance at End of 2024 (2)

Ure $ — $ 316,756 $ 19,049 $ — $ 765,958

Brown $ — $ — $ — $ — $ —

— 131,081 12,536 — 268,592

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— 98,322 3,152 — 139,776

Ure — 344,245 47,614 — 1,157,816

— 82,477 14,381 — 228,380

_________________________________________________________________________________________

(1) Reflects contributions earned for fiscal year 2024, although not credited to participant accounts until 2025.

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(2) The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2024 in the following aggregate amounts:

Ure - $445,845;

Shults - $120,545;

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Bourne - $359,850;

Holderman - $0;

Ure - $762,601;

Nebreda - $74,237.

Potential Payments Upon Termination or Change of Control

As of December 31, 2023, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan.

The following tables reflect potential payments to our NEOs under existing plans and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2023 and, where applicable, using the closing price of our common unit of $29.26 (as reported on the NYSE as of December 29, 2023).

The following discussion provides information regarding the compensation payable to our NEOs under each termination scenario described below, assuming that the applicable termination event occurred on December 31, 2024, and based on the plans and agreements in place on that date.

Nebreda and Ure, the values reported reflect the actual payments they were entitled to upon their departure from the general partner in 2024.

Nebreda’s departure from the general partner on August 5, 2024, he received the following benefits under the ESP:

cash severance of $1,390,500 payable in lump sum;

a prorated annual target bonus for 2024 in the amount of $246,071 paid at the same time as other executives;

up to two years of continued health and welfare benefits at the employee rates, valued at $58,589;

and he is eligible for the reimbursement of up to nine months of outplacement services.

Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $2,204,678.

This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024.

The performance units will be paid after the end of the performance period based on actual performance.

Nebreda will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $228,380.

Nebreda entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure.

The Release Agreement also includes a release of claims, as well as confidentiality, cooperation, and non-solicitation covenants, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.

In connection with Mr.

Ure ceasing to be President and CEO of the general partner, he received the benefits described below pursuant to a Transition and Separation Agreement.

Ure continued his employment with the Partnership in the role of advisor during the period beginning on October 28, 2024, and ending on December 31, 2024 (the “Separation Date”).

As of the Separation Date, Mr.

Ure ceased to perform services for the Partnership and became entitled to receive certain payments and benefits (collectively “Separation Benefits”), subject to his continued compliance with the terms of the Transition and Separation Agreement.

The Separation Benefits include the following:

(a) an amount of cash equal to $4,185,000;

payable over a 24-month period;

(b) the target bonus under the Annual Incentive Plan in respect of year 2024 in the amount of $1,162,500;

and (c) two years of continued health and welfare benefits at the applicable employee rates, valued at $60,402.

Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $16,724,967.

This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024.

The performance units will be paid after the end of the performance period based on actual performance.

Ure will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $1,157,816.

The Transition and Separation Agreement includes a release of claims, confidentiality, cooperation, non-solicitation, non-disparagement, and non-competition covenants and other provisions customary for an agreement of this type.

The cooperation, non-solicitation, non-disparagement, and non-competition covenants feature restricted periods that expire on the 24-month anniversary of the Separation Date.

The following tables reflect potential payments to our NEOs under the ESP, CIC Plan, and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2024 and, where applicable, using the closing price of our common unit of $38.43 (as reported on the NYSE as of December 31, 2024).

In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2024 Table.

Involuntary For Cause.

For “Cause” for purposes of the ESP and CIC Plan is generally defined as:

“Cause” for purposes of the ESP is generally defined as:

(i) commission of a felony or of a misdemeanor involving fraud, theft or moral turpitude, (ii) habitual neglect of or willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, (viii) engaging in conduct that materially discredits, is detrimental to, or is otherwise materially harmful to the Partnership, or (ix) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct.

Certain notice and cure conditions, as set forth in the ESP, apply in order to make a termination for “Cause” effective.

“Cause” for purposes of the CIC Plan is generally defined as:

(i) conviction of a felony or of a misdemeanor involving moral turpitude, (ii) willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, or (viii) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct.

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or a material change in work location.

Certain notice and cure conditions, as defined in the ESP, apply in order for a termination for Good Reason to be effective.

Cash Severance (1)

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(1) Reflects amounts payable in lump sum pursuant to the terms of the ESP.

Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus.

Brown’s value reflects 2.0 times the sum of his current base salary plus target bonus.

The values for Ms.

Dial, Bourne, and Nebreda reflect 1.5 times the sum of their current base salary plus target bonus.

Dial, Bourne, and Holderman reflect 1.5 times the sum of their current base salary plus target bonus.

(2) The amounts reflect a prorated annual target bonus, assuming each NEO’s employment terminated on December 31, 2024.

Concurrently with Mr.

(3) The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2024.

In the event of an involuntary termination not for cause or a “Good Reason” termination, the performance units would be paid after the end of the performance period, based on actual performance.

Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

Amounts include the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but that were not settled until February 2025.

(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.

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(1) Reflects amounts payable in lump sum under the CIC Plan.

Ure’s value is calculated as 2.99 times his base salary plus target bonus.

Brown’s value is calculated as 2.99 times his base salary plus target bonus.

The values for Ms.

Shults, and Messrs.

Dial, Bourne, and Nebreda are calculated as 2.0 times their base salary plus target bonus.

Dial, Bourne, and Holderman are calculated as 2.0 times their base salary plus target bonus.

(2) Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance.

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In the event of a change of control, the performance would be calculated based on the change of control date.

Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

Amounts include

the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but were not settled until February 2025.

(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.

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CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of our employees and the annual total compensation of Michael P.

Ure, our President and Chief Executive Officer.

Brown, our President and CEO.

For the 2024 calendar year, the annual total compensation of Mr.

Ure, as reported in the Summary Compensation Table for this Item 11, was $9,565,657.

Brown, as reported in the Summary Compensation Table for this Item 11, was $6,635,658.

The annual total compensation for our median employee, calculated using the same methodology used for our NEOs in the Summary Compensation Table was $161,174.

Based on this information, for 2024, Mr.

Ure’s total annual compensation was 62 times the annual total compensation of the median employee.

Brown’s total annual compensation was 41 times the annual total compensation of the median employee.

In preparing this pay ratio disclosure, we took the following steps:

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This population consisted of all employees, whether employed on a full-time or part-time basis.

• In compliance with the regulations, we are utilizing a new median employee after using the same one for the prior three years.

• In compliance with the regulations, we are utilizing the same employee identified for our prior pay ratio disclosure for the year ended December 31, 2023, because there were no changes during the year ended December 31, 2024, with respect to our employee population, employee compensation arrangements, or to the previously-identified median employee’s circumstances that we reasonably believe would result in a significant change to our pay ratio disclosure.

We identified the median employee for 2024 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2024.

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Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law.

Following its review of director compensation for 2025, the Board approved an increase in the value of the annual phantom unit grant to $160,000.

Equity Ownership Guidelines.

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Directors have five years from the date of their initial election to the Board to comply with this requirement.

The following table sets forth information concerning total director compensation earned during 2023 by each non-employee director:

Each non-employee director is currently in compliance with these ownership guidelines.

The following table sets forth information concerning total director compensation earned during 2024 by each non-employee director, including Mr.

Brown’s director compensation earned prior to his appointment as President and CEO:

Name Fees Earned or Paid in Cash

Brown 134,000 145,008 279,008

Kenneth F Owen 134,000 145,008 279,008

110,332 145,000 255,332

134,000 145,000 279,000

Schulte 134,000 145,000 279,000

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________________________________________________________________________________________

Brown’s fees reflect those earned until his appointment as President and CEO effective October 28, 2024.

Upon his appointment, he no longer receives compensation as a non-employee director.

(2) The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2024, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date.

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Stewart each had 5,199 outstanding phantom units.

The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2023:

Brown also has outstanding time-based units he received upon his appointment to President and Chief Executive Officer as disclosed in the Outstanding Equity Awards at Year-End 2024 table.

The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2024, including to Mr.

Brown prior to his appointment as President and CEO:

Name Grant Date Phantom

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Brown February 13 5,199 145,000

Kenneth F Owen February 14 5,088 145,008

February 13 5,199 145,000

Schulte February 13 5,199 145,000

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_________________________________________________________________________________________

(1) The phantom units granted on February 14, 2023, will vest in full on February 12, 2024, subject to the director’s continued service through such date.

Directors receive distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.

(1) The phantom units granted on February 13, 2024, vested in full on February 12, 2025.

Directors received distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.

(2) The amounts included in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the awards made to non-employee directors in 2024 computed in accordance with FASB ASC Topic 718.

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Compensation Committee Interlocks and Insider Participation

While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for WES’s executive officers at the recommendation of the Compensation Committee.

While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for our executive officers at the recommendation of the Compensation Committee.

Bennett and Forthuber, and Ms.

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However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors.

Oscar Brown, who was appointed as President and Chief Executive Officer in October 2024, also serves as a member of the Compensation Committee.

Brown recuses himself from Compensation Committee discussion of, and decisions on, his compensation.

Read Part III, Item 13 below in this Form 10-K for information about relationships among us, our general partner, and Occidental.

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165,681,578 43.4%

Shults 40,997 *

Bourne 129,271 *

Christopher B.

Dial 132,602 *

Forthuber — *

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Western Gas Resources, Inc.

owns 156,219,520 common units, APC Midstream Holdings, LLC owns 457,849 common units, WGRAH owns 14,139,260 common units, and Anadarko USH1 Corporation owns 14,364,949 common units of WES.

(3) Common units held in a margin account.

However, there are currently no margin borrowings associated with this account.

(4) Includes 1,440 common units held in a margin account.

owns 156,219,520 common units, APC Midstream Holdings, LLC owns 457,849 common units, and Anadarko USH1 Corporation owns 9,004,209 common units of WES.

(3) Common units are held in a margin account.

The following table sets forth owners of 5% or greater of our common units, other than Occidental and its affiliates, the holdings of which are listed in the first table of this Item 12.

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_________________________________________________________________________________________

(1) Based upon its Schedule 13G/A filed February 13, 2025, with the SEC with respect to Partnership securities held as of December 31, 2024, ALPS Advisors, Inc.

(“ALPS”) has shared voting and dispositive power as to 31,423,596 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 31,193,433 of the common units held by ALPS.

(2) Based upon its Schedule 13G filed February 9, 2024, with the SEC with respect to Partnership securities held as of December 31, 2023, Invesco Ltd.

(2) Based upon its Form 13F-HR filed February 13, 2025, with the SEC with respect to Partnership securities held as of December 31, 2024, Invesco Ltd.

has shared voting power as to common units and dispositive power as to 22,809,161 common units.

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Outstanding Options,

Warrants, and Rights (b)

Warrants, and Rights (1)

Weighted-Average

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Equity compensation plans approved by security holders

3,366,234 — (2)

Equity compensation plans not approved by security holders 139,080 — (2)

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The officers of our general partner are also officers of WES Operating GP and our general partner’s officers operate WES Operating’s business.

Other than our CEO, who serves as a director, three of our directors are currently affiliated with Occidental and our remaining four directors are independent as defined by the NYSE.

Other than our CEO, who serves as a director, three of our directors are currently affiliated with Occidental and our remaining three directors are independent as defined by the NYSE.

Agreements with Occidental

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The following tables summarize material related-party transactions included in our consolidated financial statements (see Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K):

Consolidated statements of operations

Statements of operations

Year Ended December 31,

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(2) Includes related-party natural - gas and NGLs imbalances.

(3) Balances for the years ended December 31, 2022 and 2021, include equity - based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital.

Balances for the year ended December 31, 2021, also includes amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13).

Consolidated balance sheets

(3) The year ended December 31, 2022, includes equity - based compensation expense allocated to us by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

Balance sheets

thousands 2024 2023

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See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Consolidated statements of cash flows

Statements of cash flows

Year Ended December 31,

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Capital expenditures — — (470)

Proceeds from the sale of assets to related parties — 200 —

Contributions to equity investments - related parties (9,690) (1,153) (9,632)

Distributions from equity investments in excess of cumulative earnings – related parties 30,850 39,104 63,897

Proceeds from the sale of assets to related parties — — 200

Distributions to Partnership unitholders (1)

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_________________________________________________________________________________________

(1) Represents common and general partner unit distributions paid to Occidental pursuant to our partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

(2) Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

(3) Represents common units repurchased from Occidental (see Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

(1) Represents common and general partner unit distributions paid to Occidental pursuant to our partnership agreement.

See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(2) Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement.

See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(3) Represents common units repurchased from Occidental.

See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

The following tables summarize material related-party transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ materially from our consolidated financial statements:

Consolidated statements of operations

Statements of operations

Year Ended December 31,

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_________________________________________________________________________________________

(1) Includes an intercompany service fee between WES and WES Operating.

Balances for the years ended December 31, 2022 and 2021, include equity - based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital.

The balance for the year ended December 31, 2021, also include amounts charged by Occidental pursuant to the shared service agreement (see Services Agreement within this Item 13).

Consolidated balance sheets

(1) Includes an intercompany service fee between us and WES Operating.

The year ended December 31, 2022, includes equity - based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

Balance sheets

thousands 2024 2023

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_________________________________________________________________________________________

(1) Includes balances related to transactions between WES and WES Operating.

Consolidated statements of cash flows

(1) Includes balances related to transactions between us and WES Operating.

Statements of cash flows

Year Ended December 31,

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(1) Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement.

Includes distributions made from WES Operating to WES that were used by WES to repurchase common units.

The years ended December 31, 2023 and 2022, include distributions made from WES Operating to us that were used to repurchase common units.

See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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If such discussions are resolved in a manner adverse to us, such resolution could have a negative impact on our financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings.

In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to our Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), now Mesquite Energy, Inc.

(“Mesquite”), that allows Mesquite to process gas under such agreement.

In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023.

For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023.

For all periods presented, Mesquite performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant.

This contingent payment obligation ended as of September 30, 2022.

Marketing Transition Services Agreement.

During the year ended December 31, 2020, Occidental provided marketing-related services to certain of our subsidiaries (the “Marketing Transition Services Agreement”).

While we still have some marketing agreements with affiliates of Occidental, on January 1, 2021, we began marketing and selling substantially all our crude oil and residue gas, and a majority of our NGLs, directly to third parties.

In October 2024, Kerr-McGee Oil and Gas Onshore LP (“KMOG”), a subsidiary of Occidental, and WES DJ Gathering LLC, our subsidiary, executed an amendment (the “Amendment”) to the Gas Gathering Agreement, dated July 1, 2010, as amended (the “DJ Basin Gas Gathering Agreement”) to add four additional well pads under the agreement.

The Amendment also provides for (i) the potential extension of the DJ Gas Gathering Agreement following the primary term through an annual evergreen feature and (ii) a provision that has the effect of extending the primary term of the DJ Basin Gas Gathering Agreement by up to four additional years (through 2033), depending upon when KMOG meets the minimum volume commitments associated with the newly added well pads.

Marketing Services.

Prior to January 1, 2021, Occidental provided marketing-related services to certain of our subsidiaries.

While we now market and sell substantially all of our crude oil, residue gas, and NGLs directly to third parties, we still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Related-party expenses.

Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs, shared field offices, and easements (see Related-party commercial agreement below) supporting our operations at certain assets.

A portion of general and administrative expense is paid by Occidental, which results in related - party transactions pursuant to the reimbursement provisions of our and WES Operating’s agreements with Occidental.

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 our 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 our 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 Transition Services Agreement in the section above.

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.

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Audit fees $ 625 $ 575 $ 2,831 $ 2,905

Audit-related fees — — 175 —

Total $ 625 $ 575 $ 3,006 $ 2,905

Audit fees are primarily for the audit of our and WES Operating’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, consents, comfort letters, other audits, and the reviews of financial statements included in the Forms 10-Q.

Audit-related fees for the year ended December 31, 2024, include fees associated with reasonable assurance services related to certain metrics included in our 2023 Sustainability Report.

Audit Committee Approval of Audit and Non-Audit Services

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9 Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.

Number Description

10 Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No.

2 unchanged sentences

13 Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.

1 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 193 4.

1 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No.

2 Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No.

Number Description

3 Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No.

4 First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No.

5 Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No.

6 Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No.

4 Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No.

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11 Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No.

Number Description

12 Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No.

3 unchanged sentences

16 Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

20 Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

17 Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

18 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

Number Description

19 Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.

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23 Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No.

24 Fourteenth Supplemental Indenture, dated as of August 20, 2024, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No.

25 Form of 5.450% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No.

1 Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

1 unchanged sentence

3 Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

Number Description

4 Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

5 Western Midstream Partners, LP Executive Severance Plan (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

5 Western Midstream Partners, LP Executive Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No.

7 Western Midstream Partners, LP Executive Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

6 Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No.

9 Form of 2021 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

10 Form of 2021 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

11 Form of 2021 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

7 Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No.

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9 Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No.

Number Description

10 Form of Award Agreement for outside directors under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Western Gas Equity Partners, LP’s Registration Statement on Form S-8 filed on January 30, 2013, File No.

1 unchanged sentence

12 Form of 2023 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 3, 2023, File No.

18 Amended and Restated Limited Liability Company Agreement of Chipeta Processing LLC effective July 23, 2009 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on November 12, 2009, File No.

13 Form of 2024 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 8, 2024, File No.

14 Form of 2024 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 8, 2024, File No.

15 Form of 2024 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 8, 2024, File No.

16 Transition and Separation Agreement and General Release entered into by and between Western Midstream Partners, LP and Michael P.

17 Fourth Amended and Restated Revolving Credit Agreement, dated as of April 6, 2023, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on April 10, 2023, File No.

Number Description

18 First Amendment to Fourth Amended and Restated Revolving Credit Agreement, dated as of May 16, 2024, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on May 16, 2024, File No.

19 Form of Commercial Paper Dealer Agreement between WES Operating, as Issuer, and the Dealer party thereto, for the Commercial Paper Program (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on November 16, 2023, File No.

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25 Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.42 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.

Number Description

26 Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream, LLC, dated October 8, 2018 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on October 31, 2018, File No.

27 Second Amendment to Gas Gathering Agreement by and between Delaware Basin Midstream LLC and Anadarko E&P Onshore LLC, effective as of the May 1, 2023 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 8, 2023, File No.

28 Amendment to Gas Gathering Agreement, dated effective September 30, 2024 , between WES DJ Gathering LLC and Kerr-McGee Oil & Gas Onshore LP .

1 WES Insider Trading Policy .

1 List of Subsidiaries of Western Midstream Partners, LP.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

Number Description

1 Western Midstream Partners, LP Incentive Policy on Recoupment of Incentive Compensation.

1 Western Midstream Partners, LP Incentive Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 21, 2024, File No.

INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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February 26, 2025

/s/ Michael P.

President and Chief Executive Officer

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February 26, 2025

/s/ Michael P.

President and Chief Executive Officer

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(as general partner of Western Midstream Operating, LP)

Each person whose signature appears below constitutes and appoints Michael P.

Ure and Kristen S.

Each person whose signature appears below constitutes and appoints Oscar K.

Brown and Kristen S.

Shults, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 21, 2024.

Signature Title (Position with Western Midstream Holdings, LLC)

Bennett Chairperson

/s/ Michael P.

Ure President, Chief Executive Officer and Director

Ure (Principal Executive and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following officers in their capacities at Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP, and Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP, and the following directors in their capacities at Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP which is the sole member of Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP, on February 26, 2025.

Signature Title (Position with Western Midstream Holdings, LLC and Western Midstream Operating GP, LLC, as applicable)

Bennett Chair

Brown President, Chief Executive Officer and Director

Brown (Principal Executive and Financial Officer)

/s/ Kristen S.

4 unchanged sentences

Green (Principal Accounting Officer)

Brown Director

/s/ Nicole E.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures