Western Midstream Partners, LP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures . The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 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. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of December 31, 2024. Management’s Annual Report on Internal Control Over Financial Reporting . See Management’s Assessment of Internal Control Over Financial Reporting under Part II, Item 8 of this Form 10-K. Attestation Report of the Registered Public Accounting Firm . See Report of Independent Registered Public Accounting Firm under Part II, Item 8 of this Form 10-K . Changes in Internal Control Over Financial Reporting . There were no changes in WES’s or WES Operating’s internal control over financial reporting during the 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. Item 9B. 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. 135 Table of Contents Insider Trading Arrangements Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended December 31, 2024, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers, and Corporate Governance Management of Western Midstream Partners, LP As an MLP, we have no directors or officers. Instead, our general partner manages our operations and activities. The directors of our general partner oversee our operations. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operations. However, our general partner owes duties to our unitholders as defined and described in our partnership agreement. Our general partner will be liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Our general partner, therefore, may cause us to incur indebtedness or other obligations that are nonrecourse to it. The officers of our general partner are also officers of WES Operating GP. 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. Kenneth F. Owen, and David J. Schulte, and Ms. Lisa A. Stewart are independent as described in the rules of the NYSE and the Exchange Act. Board Leadership Structure Occidental owns our general partner and, within the limitations of our partnership agreement and applicable SEC and NYSE rules and regulations, also exercises broad discretion in establishing the governance provisions of our general partner’s limited liability company agreement. Accordingly, our Board structure is established by Occidental. Although our Board structure has historically separated the roles of Chairperson and Chief Executive Officer (“CEO”), our general partner’s limited liability company agreement and Corporate Governance Guidelines permit the roles of Chairperson and CEO to be combined. Thus, while those roles currently are separated, those roles may be combined in the future. 136 Table of Contents Directors and Executive Officers The biography of each director below contains information regarding that person’s service as a director, business experience, director positions held currently or at any time during the last five years, and involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused our general partner and its Board to determine that the person should serve as a director of our general partner. In light of our strategic relationship with our sponsor, Occidental, our general partner considers service as an Occidental executive to be a meaningful qualification for service as a non-independent director of our general partner. The following table sets forth certain information with respect to the directors and executive officers of our general partner as of February 21, 2025. Name Age Position with Western Midstream Holdings, LLC Peter J. Bennett 57 Chairperson of the Board Oscar K. Brown 54 President, Chief Executive Officer, and Director Kristen S. Shults 40 Senior Vice President and Chief Financial Officer Robert W. Bourne (1) 69 Senior Vice President and Chief Commercial Officer Christopher B. Dial 48 Senior Vice President, General Counsel and Secretary Catherine A. Green 51 Senior Vice President and Chief Accounting Officer Daniel P. Holderman 45 Senior Vice President and Chief Operating Officer Nicole E. Clark 55 Director Frederick A. Forthuber 61 Director Kenneth F. Owen 51 Director David J. Schulte 63 Director Lisa A. Stewart 67 Director _________________________________________________________________________________________ (1) Mr. 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. Officers serve at the discretion of the Board. There are no family relationships among any of our directors or executive officers. Peter J. Bennett Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Bennett has served as a member of our Board since August 2019, as Chairperson of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022. Mr. Bennett currently serves as President, U.S. Onshore Resources and Carbon Management, Commercial Development at Occidental. In this role, Mr. Bennett is responsible for the strategic direction and capital placement for Occidental’s U.S. Onshore Resources and Carbon Management business. He also served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. Since June 2023, Mr. Bennett has served as the Chairman of the Board of Directors of Net Power Inc., an NYSE listed company focused on renewable energy. 137 Table of Contents Oscar K. Brown Houston, Texas Director since: August 2019 Not Independent Officer since: October 2024 Biography/Qualifications Mr. 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. Mr. 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. Mr. 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. Mr. 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. Kristen S. Shults Houston, Texas Officer since: May 2022 Biography/Qualifications Ms. Shults has served as Senior Vice President and Chief Financial Officer of our general partner since May 2022, as Senior Vice President, Finance and Communications of our general partner since May 2021, and as Vice President, Investor Relations and Communications of our general partner since November 2019. Ms. Shults joined Anadarko in 2015 and has over 14 years of experience in the oil and gas industry. During her career at Anadarko, Ms. Shults served in various roles of increasing responsibility throughout Anadarko’s tax organization, including Director of Tax Compliance and Reporting from March 2018 to November 2019 and Worldwide Tax Manager from February 2017 to February 2018. Ms. Shults began her career in the tax practice of Ernst & Young, LLP, and is a Certified Public Accountant. Robert W. Bourne Houston, Texas Officer since: October 2019 Biography/Qualifications Mr. 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. Bourne served as a member of the board of directors of Altus Midstream Company from November 2018 to August 2019. Mr. Bourne also served as a member of the board of directors and Vice President of Business Development — Marketing of Apache Corporation from April 2017 to August 2019. Prior to joining Apache Corporation, Mr. Bourne served as a consultant advising Smith Production Inc. Mr. Bourne served as Senior Vice President of Business Development at American Midstream GP LLC, the general partner of American Midstream Partners, LP from November 2014 until December 31, 2015. Mr. Bourne has more than 34 years of experience in midstream corporate business development focused on producer and end-user relations and was one of the founding members of the executive management team for Coral Energy. Christopher B. Dial Houston, Texas Officer since: December 2019 Biography/Qualifications Mr. 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. Dial served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of the general partner of American Midstream Partners, LP. Mr. Dial also previously spent over 10 years in a number of in-house legal roles, most recently as General Counsel of Susser Holdings II, LP, Associate General Counsel of Susser Holdings Corporation, and Associate General Counsel and Corporate Secretary of Sunoco LP. Mr. 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. Catherine A. Green Houston, Texas Officer since: October 2019 Biography/Qualifications Ms. 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. Ms. 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. Prior to joining Anadarko, Ms. Green began her career as an auditor with Grant Thornton LLP in the United Kingdom and Houston and is a Chartered Accountant with the Institute of Chartered Accountants in England and Wales. 138 Table of Contents Daniel P. Holderman Houston, Texas Officer since: August 2022 Biography/Qualifications Mr. 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. Holderman served as Director, Delaware Basin Asset for Oxy USA, Inc., a subsidiary of Occidental, assuming the role in November 2018. Previously, Mr. Holderman had served as the Asset Manager overseeing Occidental’s Midland Basin assets in West Texas, assuming that role in June 2017. Mr. Holderman joined Occidental in December 2013, and held various engineering and operations leadership roles across drilling, completions, and production operations. Prior to joining Occidental, Mr. Holderman had nine years of experience in engineering, upstream operations, and commercial roles with ExxonMobil. Nicole E. Clark Houston, Texas Director since: December 2020 Not Independent Biography/Qualifications Ms. 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. Ms. Clark presently holds the position of Vice President, Corporate Secretary, Chief Compliance Officer, and Deputy General Counsel at Occidental, having joined Occidental in 2014. Prior to joining Occidental, Ms. Clark was Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at a private equity-backed industrial distributor to the energy and petrochemicals markets. Before that, 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. Frederick A. Forthuber Houston, Texas Director since: December 2021 Not Independent Biography/Qualifications Mr. 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. In this role, Mr. Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas. In addition, Mr. Forthuber has global functional responsibility for Health and Safety. Mr. Forthuber has more than 39 years of industry experience in oil and gas operations. He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000. Most recently, he served as Vice President, Worldwide Operations for Occidental Oil and Gas Corporation. Prior to joining Occidental, Mr. Forthuber served in engineering roles for Altura Energy and Exxon. Since June 2023, Mr. 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. Kenneth F. Owen Houston, Texas Director since: September 2020 Independent Biography/Qualifications Mr. Owen has served as a member of our Board, Chairperson of the Audit Committee, and a member of the Special Committee since September 2020. Mr. Owen also serves as Chairman, Chief Executive Officer and President of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States. Mr. Owen previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018. Prior to Moda, Mr. Owen was at Oiltanking Partners, where he served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. (NYSE: OILT) and Oiltanking North America (OTNA). Mr. Owen originally joined OTNA in 2011 as Vice President and Chief Financial Officer and led the IPO of Oiltanking Partners. Before he joined Oiltanking, Mr. Owen worked in the energy investment banking groups at Citigroup Global Markets Inc. and UBS Investment Bank, where he advised on mergers and acquisitions, joint ventures, IPOs, and equity and debt transactions primarily for the midstream energy sector. 139 Table of Contents David J. Schulte Kansas City, Missouri Director since: September 2020 Independent Biography/Qualifications Mr. Schulte has served as a member of our Board, Chairperson of the Special Committee, and a member of the Audit Committee since September 2020. 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. Mr. 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. Prior to co-founding Tortoise, Mr. Schulte had professional experience in private equity, including energy distribution companies, investment banking, and securities law. Mr. Schulte also served on the board of directors and audit committee for Elecsys Corporation from 1995 to 1999, and on the board of directors and audit committee for Inergy, L.P. 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. Mr. Schulte is an attorney and Certified Public Accountant (both non-practicing), as well as a Chartered Financial Analyst. Lisa A. Stewart Houston, Texas Director since: September 2020 Independent Biography/Qualifications Ms. 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. Ms. 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. Stewart served as an executive officer filed a Chapter 11 bankruptcy case in the Southern District of Texas. Ms. Stewart has more than 43 years of experience in the oil and gas industry in engineering and management positions. Prior to founding Sheridan, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P and other non-regulated businesses. Prior to her time at El Paso, Ms. 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. 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. Ms. Stewart is currently a director of Coterra Energy, an NYSE listed energy company focused in the Permian Basin, Anadarko Basin, and Marcellus Shale. 140 Table of Contents Reimbursement of Expenses of Our General Partner and Its Related Parties Our general partner does not receive any management fee or other compensation for its management of WES. On December 31, 2019, WES entered into an amended and restated Services Agreement, under which we reimbursed Occidental for administrative services it performed on our behalf through December 31, 2020, with the agreement renewing every six months thereafter for so long as not terminated by either party. Most of the administrative and operational services previously provided by Occidental fully transitioned to us by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement. Read Part III, Item 13 of this Form 10-K for additional information regarding these agreements. Board Committees The Board has four standing committees: the Audit Committee, the Special Committee, the Sustainability Committee, and the Compensation Committee. Audit Committee. The Audit Committee is composed of three independent directors, Messrs. Owen (Chairperson) and Schulte, and Ms. Stewart, each of whom understands fundamental financial statements and at least one of whom has past experience in accounting or related financial management experience. The Board has determined that each member of the Audit Committee is independent under the NYSE listing standards and the Exchange Act. In making the independence determination, the Board considered the requirements of the NYSE and our Code of Ethics and Business Conduct. The Audit Committee held four meetings during 2024. Mr. Owen has been designated by the Board as the “Audit Committee financial expert” meeting the requirements promulgated by the SEC based upon his education and employment experience as more fully detailed in Mr. Owen’s biography set forth above. The Audit Committee assists the Board in its oversight of the integrity of the consolidated financial statements, internal control over financial reporting, and compliance with legal and regulatory requirements, and the policies and controls of WES and WES Operating. The Audit Committee has the sole authority to, among other things, (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (iii) establish policies and procedures for the pre-approval of all audit, audit-related, non-audit, and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the Audit Committee and to our management, as necessary. Special Committee. The Special Committee is composed of three independent directors, Messrs. Schulte (Chairperson) and Owen, and Ms. Stewart. The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental). The Special Committee will determine, as set forth in our partnership agreement, if the resolution of a conflict of interest submitted to it is fair and reasonable to us. The members of the Special Committee are not officers or employees of our general partner or directors, officers, or employees of its related parties, including Occidental. 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. Sustainability Committee. The Sustainability Committee is composed of two non-independent directors, Ms. Clark (Chairperson) and Mr. Forthuber. 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. 141 Table of Contents 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 composed of one independent director, Ms. Stewart (Chairperson), and three non-independent directors, Ms. Clark, Mr. 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 At each quarterly meeting of our Board, our non-management directors meet in an executive session without management participation. Under our Corporate Governance Guidelines, these meetings are chaired on a rotating basis by the chairpersons of the Board’s Audit Committee and Special Committee. The Board welcomes questions or comments about WES and its operations. Unitholders or interested parties may contact the Board, including any individual director, at BoardofDirectors@westernmidstream.com or at the following address: Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380. Director Attendance 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, and all other senior financial and accounting officers of our general partner. Our Code of Ethics is also applicable to all WES employees. If the general partner amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, we will disclose the information on our website. 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, Sustainability Committee charter, and Compensation Committee charter. Requests for print copies may be directed to investors@westernmidstream.com or to: Investor Relations, Western Midstream Partners, LP, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380, or telephone (832) 636-1009. The information contained on, or connected to, our website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC. 142 Table of Contents Item 11. Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) provides a description of the material elements, objectives, and principles of WES’s 2024 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Compensation Committee and the Board considered in making those decisions. 2024 Named Executive Officers Oscar K. Brown President and Chief Executive Officer Kristen S. Shults Senior Vice President and Chief Financial Officer Robert W. Bourne Senior Vice President and Chief Commercial Officer Christopher B. Dial Senior Vice President, General Counsel and Secretary Daniel P. Holderman Senior Vice President and Chief Operating Officer In addition, Mr. Michael P. Ure, former President and Chief Executive Officer, and Mr. Alejandro O. Nebreda, former Senior Vice President, Business Services, were identified as named executive officers for 2024. Executive Summary Our strategic objective is to create value for WES unitholders through cost efficiencies, increasing the quality, safety, and reliability of WES’s service offerings, and a balanced approach to distributions, debt reduction, and common unit repurchases. Our compensation program is designed to align the interests of our executive officers with those of our unitholders by providing pay that is linked to the achievement of performance goals established to foster the creation of sustainable, long-term value for WES. In 2024, our Board took the following key actions related to executive compensation: • 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; • 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. Brown (the “S16 Discretionary Bonus Pool”); and • 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. 143 Table of Contents 2024 Business and Performance Highlights 2024 was a year of remarkable achievements for WES, as it continued to grow its core businesses and improve its operations. In particular, during the 2024 fiscal year WES: • 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 Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership. Although not required by the NYSE listing standards, in February 2022, we 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 and the Board use several resources in reviewing elements of executive compensation and making compensation decisions. These decisions are not purely formulaic, and the Compensation Committee and the Board exercise judgment and discretion as deemed appropriate. Compensation Philosophy and Objectives of our Compensation Program 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 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. 144 Table of Contents The Compensation Committee utilizes this compensation framework along with the Partnership’s performance, individual performance, and general market conditions to determine the final compensation awards for the NEOs. However, the compensation we pay to our NEOs may ultimately fall above or below the approximate ranges discussed above. This may occur for a number of reasons. First, the data provided by our compensation consultant for benchmarking is inherently dated because it is reported by our peers on a trailing basis. Second, the data provided may not correspond exactly to the positions and individual responsibilities of our NEOs. Third, our peers use differing compensation practices than we do to varying degrees, and this may require us to make interpretative assumptions and adjustments when comparing data for benchmarking purposes. Fourth, and finally, the Compensation Committee considers each NEO’s individual professional background and performance characteristics in addition to general benchmarking when making final compensation determinations. The Board and the Compensation Committee believe the design of our executive compensation program, and the Compensation Committee’s decisions and outcomes in 2024, support our compensation philosophy and objectives by ensuring: • Annual incentive awards earned are based on achievement of individual, financial, operating, safety, and strategic performance goals; • Performance-based long-term incentive awards are tied to specific and formulaic financial performance and unit price growth objectives; • Compensation aligns with unitholder interests; • Performance-based compensation balances short-term and long-term results; and • Total compensation opportunities are competitive with those offered to other executives across our industry. Administration of Executive Compensation Program and Methodology Role of the Compensation Committee. 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: • Reviewing the design and structure of WES’s executive compensation programs to promote alignment with WES’s short-term and long-term strategies and business objectives; • Establishing parameters for the benchmarking of compensation, including reviewing and approving an appropriate peer group of companies; • Annually reviewing the corporate goals and objectives relevant to the compensation of the executive officers, their annual base salaries, annual bonus or incentive opportunities, equity-based opportunities (including time-vested and performance-based phantom units), any supplemental benefits, and any employment, severance, or change-in-control agreements, and making recommendations to the Board with respect to such items; and • Reviewing and discussing with management the Compensation Discussion and Analysis included in WES’s Annual Report on Form 10-K, and preparing a Compensation Committee Report for inclusion in such 10-K. 145 Table of Contents Our Compensation Best Practices. The Board and the Compensation Committee oversee the design and administration of the compensation program for our executive officers. The table below highlights the best practices utilized in our compensation process. What We Do ü • 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 • Provide an appropriate mix of fixed and variable pay to encourage retention and increase long-term and sustainable unitholder value • Use appropriate peer group comparisons to determine compensation • Maintain a compensation committee, advised by an independent compensation consultant, that makes recommendations to the Board for approval • Require executive officers to maintain a meaningful equity ownership position via unit ownership • Pay distributions on performance unit awards only at the end of the performance period, based on units earned • Employ a clawback policy governing our incentive-based compensation • Provide for “double trigger” severance benefits in the event of a change of control and qualifying termination What We Don’t Do X • Provide excessive perquisites or personal benefits to our executive officers • Allow short-selling or hedging of company securities • Provide excise tax gross-ups • Offer guaranteed bonuses • Have automatic base salary increases Role of the Compensation Consultant. 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. The independent executive compensation consultant reports directly to the Compensation Committee and the Board and provides no other material services to us. Benchmarking Peers. 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 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. (4) Cheniere Energy, Inc. NiSource Inc. Crestwood Equity Partners LP (1) NuStar Energy, L.P. (5) DT Midstream, Inc. ONEOK, Inc. Energy Transfer LP Plains All American Pipeline, L.P. EnLink Midstream, LLC (2) Targa Resources Corp. Equitrans Midstream Corporation (3) Tellurian Inc. (6) Genesis Energy, L.P. The Williams Companies, Inc. _________________________________________________________________________________________ (1) Crestwood Equity Partners LP was acquired by Energy Transfer, LP as of November 3, 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. was acquired by ONEOK, Inc. 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. 146 Table of Contents Benchmarking Data. To assist in reviewing the design and structure of our executive compensation program, Zayla Partners provided the Compensation Committee with an independent assessment of the compensation programs and practices in our peer group. This assessment included compensation data and program design information that was obtained from the most recent public filings for each peer company. 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 $1.0 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. 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 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. Executive officers and others may also attend Board meetings when invited to do so, but the executive officers do not attend when their individual compensation is being discussed. Other Considerations. In addition to the above resources, the Board considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, development and succession status, and other individual or organizational circumstances, including the current market and business environment. With respect to equity-based awards, the Board also considers the expense of such awards and the relative value of each element comprising the executive officers’ target total compensation opportunity. 147 Table of Contents 2024 Annual Compensation Program We believe that compensation for our NEOs should be competitive within our stated peer group and any rewards should be directly linked to the interests of our unitholders. Our executive compensation program includes a mix of direct and indirect compensation elements. 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 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 The charts above are based on the following compensation elements, as discussed under Analysis of 2024 Compensation Actions: base salaries approved in 2024; 2024 target bonus opportunities; and the target value of the 2024 annual long-term incentive awards. The charts do not include allocations to the non-CEO NEOs under the S16 Discretionary Bonus Pool, if any. 148 Table of Contents Direct Compensation Elements. WES’s direct compensation program is based on three key elements of compensation: base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentives comprised of an annual cash bonus award. Each element is intended to offer a competitive compensation level relative to our peers that aids in the retention of our executives. Element Award Performance Metrics Purpose Base Salary Cash N/A Provides a fixed level of competitive compensation based on performance, expertise, and experience to attract and retain executive talent. Equity-Based Awards Time-Based Units (50% of award) Absolute Unit Price Time-based Units align with absolute unit price and provide retentive value, especially in a volatile industry. ROA Units (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. TUR Units (25% of award) 3-Year Relative Total Unitholder Return TUR Units reward unit price performance relative to our industry performance peer group, align the interests of our NEOs with that of our unitholders, and provide a retentive value. Annual Cash Incentives Company Performance Cash Bonus Adjusted EBITDA Free Cash Flow System Operability TRIR Volunteer Participation Greenhouse Gas Based on the achievement of WES’s performance goals, which are aligned with key financial, operational, and sustainability metrics, the annual cash bonus provides incentives for the NEOs to focus and excel in areas aligned with WES’s short-term business objectives. Discretionary Cash Bonus (Non-CEO NEOs) Recommendation by the CEO and Compensation Committee to the Board Based on the achievement of each non-CEO NEO’s individual and team contribution to WES’s performance. 149 Table of Contents Analysis of 2024 Compensation Actions The following is a discussion of the specific actions taken by the Board in 2024 related to each of our direct compensation elements. Each element is reviewed annually, unless circumstances, such as a promotion, other change in responsibilities, significant corporate event or a material change in market conditions, require a more frequent review. Base Salary. 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 2023 ($) Salary Approved in 2024 ($) % Change Mr. Brown (1) — 950,000 — % Ms. Shults 500,000 515,000 3.0 % Mr. Dial 500,000 515,000 3.0 % Mr. Bourne 500,000 515,000 3.0 % Mr. Holderman (2) — 515,000 — % Mr. Ure (3) 900,000 930,000 3.3 % Mr. Nebreda (4) 500,000 515,000 3.0 % ________________________________________________________________________________________ (1) Mr. Brown was not an NEO for the year 2023. (2) Mr. Holderman was not an NEO for the year 2023. (3) Mr. 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. (4) Mr. 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 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. This program represents 83% of targeted annual direct compensation for our CEO and an average of 73% for our other NEOs. Time-Based Units. 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. Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period. 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. 150 Table of Contents 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: Adjusted EBITDA divided by Average Consolidated Total Assets The actual number of ROA Units earned for the three-year performance period will be based on WES’s average annual ROA performance during the performance period. The following table reflects the payout scale used to determine the number of ROA Units earned. In the event performance falls between a whole percentage, the payout will be interpolated linearly. WES 3-Year Average ROA 19% 18% 17% 16% 15% 14% 13% 12% 11% Payout as a % of Target 200% 175% 150% 125% 100% 75% 50% 25% 0% The number of ROA 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 ROA results. 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 (“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: Average Closing Common Unit Price for the last 30 trading days of the performance period minus Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period plus Distributions paid per Common Unit over the performance period (based on ex-dividend date) divided by Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period 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 Kinder Morgan, Inc.* DT Midstream, Inc.* Kinetik Holdings Inc. Energy Transfer LP MPLX LP EnLink Midstream, LLC (1) ONEOK, Inc. 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) EnLink Midstream, LLC was acquired by ONEOK, Inc. on January 31, 2025. (2) Equitrans Midstream Corporation was acquired by EQT Corporation in July 2024. 151 Table of Contents 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. If during the performance period, a peer company is acquired, ceases to exist, ceases to be publicly traded, spins off 25% or more of its assets, or sells all or substantially all of its assets (as applicable, an “Impacted Peer”), then the Compensation Committee may, in its discretion, (i) drop such company out of the peer group and recalculate the results, (ii) applying conventions the Compensation Committee deems appropriate under the circumstances, calculate such company’s ranking position at the time of such event and “freeze” its relative TUR percentile ranking, or (iii) drop such company to the bottom of the relative TUR ranking. The Board’s determination in this regard may be made at any point prior to certifying the performance results of the 2024 TUR awards. 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. 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. For the 2024 TUR awards, the following table reflects the payout scale used to determine the number of TUR Units earned. In the event performance falls between a whole percentile figure listed in the table below, the payout will be interpolated linearly. WES TUR Payout Schedule 3 Year TUR Performance < 25th Percentile ≥ 25th Percentile ≥ 50th Percentile ≥ 75th Percentile Payout Percentage of Target 0% 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. Distribution equivalent rights for TUR Units paid prior to the settlement of such TUR Units are accrued and paid in cash at the end of the performance period based on the actual performance of the underlying award. Equity Awards Granted in 2024. In 2024, the Board approved the below annual long-term incentive awards. These awards are included in the Grants of Plan-Based Awards Table. In determining the annual equity awards, and in accordance with our compensation philosophy, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels. 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 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 . Upon 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 $6,000,000, which will vest annually over a three-year period subject to Mr. Brown’s continued service through the applicable vesting periods. This award comprises the entirety of Mr. Brown’s equity-based awards for the year 2024 in connection with his executive service. In granting Mr. Brown this award, the Board wished to create retentive value and to align Mr. Brown’s interests with those of our long-term unitholders. Given that Mr. Brown’s appointment occurred late in the fiscal year, his special award included time-based units only. The Board expects Mr. Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards commensurate with the Partnership’s executive compensation philosophy discussed above. 152 Table of Contents Total Target LTI Value ($) (1) Time-Based Units (50%) TUR Units (25%) ROA Units (25%) Name Number of Units (#) Target Value ($) Number of Units (#) Target Value ($) Number of Units (#) Target Value ($) Mr. Brown (2) 6,000,000 157,978 6,000,000 — — — — Ms. Shults 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000 Mr. Dial 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000 Mr. Bourne 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000 Mr. Holderman 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000 Mr. Ure (3) 8,400,000 150,592 4,200,000 75,296 2,100,000 75,296 2,100,000 Mr. Nebreda (4) 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. (2) Mr. 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 . In February 2025, the Compensation Committee recommended for certification, and the Board certified, the performance results for the 2022 annual TUR Unit and ROA Unit awards. These awards had a three-year performance period that began on January 1, 2022, and ended December 31, 2024. Under the 2022 TUR Unit awards, WES ranked 3rd in TUR relative to the established peer group, which resulted in a payout of 150%. Under the 2022 ROA Unit awards, WES achieved a three-year average ROA of 18.5%, which resulted in a payout of 186.7%. Upon the Board’s performance certification, these awards were paid in the form of WES units. The following table lists the target number of performance units awarded and actual performance units earned by the NEOs under the 2022 annual TUR Unit and ROA Unit awards. ROA Units TUR Units Paid at 186.7% of Target Paid at 150% of Target Name Number of Units - Target Number of Units - Earned Number of Units - Target Number of Units - Earned Mr. Brown (1) — — — — Ms. Shults 10,838 20,235 10,838 16,257 Mr. Dial 8,671 16,189 8,671 13,007 Mr. Bourne 8,671 16,189 8,671 13,007 Mr. Holderman (1) — — — — Mr. Ure (2) 43,313 80,866 43,314 64,971 Mr. Nebreda (1) — — — — _________________________________________________________________________________________ (1) Mr. Brown, Mr. 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. Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our Incentive Compensation Program. Under the WCB Program, annual cash bonus awards are earned by eligible employees, including our NEOs, taking into account the achievement of specified business objectives and individual performance objectives. The Board maintains full discretion in determining overall performance under the WCB Program and may adjust bonus payouts based on factors it deems relevant. 153 Table of Contents In February 2024, individual bonus targets were approved by the Board for each of our NEOs as noted in the table below. The target bonuses as a percent of salary did not change from the 2023 targets. 2024 Target Bonus Name $ % of Salary Mr. Brown (1) 300,000 32% Ms. Shults 412,000 80% Mr. Dial 412,000 80% Mr. Bourne 412,000 80% Mr. Holderman 412,000 80% Mr. Ure (2) 1,162,500 125% Mr. Nebreda (3) 412,000 80% _________________________________________________________________________________________ (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. (2) Mr. 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. (3) Mr. 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. Performance Metric Relative Weighting Factor WCB Program Performance Targets WCB Program Performance Results Actual Payout % Financial Adjusted EBITDA (1) 30% $2,300.0MM $2,334.8MM 40.4% Free Cash Flow (2) 30% $1,150.0MM $1,213.7MM 60.0% System Operability (3) 20% 98% 98.7% 33.0% Sustainability TRIR (4) 10% 0.40 0.41 9.4% Employee Volunteer Participation (5) 4% 50% 80.0% 8.0% Greenhouse Gas (6) 6% Qualitative Qualitative 9.2% 100% 160.0% _________________________________________________________________________________________ (1) Adjusted EBITDA, for purposes of the WCB Program, excludes the effects of revenue recognition cumulative adjustments (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K). (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. It considers the ratio of actual throughput each day to the theoretical maximum throughput available to capture by the applicable system. Loss of throughput due to volumes above firm targets and off-spec product do not count against operability. (4) TRIR includes injuries or illnesses that result in any of the following: days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death. (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 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. 154 Table of Contents 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 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. In 2024, the Board also approved an additional discretionary bonus pool under the WCB Program (the “S16 Discretionary Bonus Pool”) for the Partnership’s non-CEO Section 16 officers, which includes the other NEOs. The S16 Discretionary Bonus Pool is equal to 20% of the aggregate base salaries of each non-CEO Section 16 officer, and may be funded in an amount of up to 40% of such aggregate base salaries (i.e. 20% multiplied by up to 200%). 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 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: (a) Mr. 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. The cash bonus awards for 2024 for our NEOs are shown in the table below and are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. Name 2024 WCB Program Corporate Performance Awards ($) (1) S16 Discretionary Bonus Pool Allocation ($) Total Cash Bonus Awards ($) Mr. Brown 480,000 + N/A = 480,000 Ms. Shults 659,200 + 178,962 = 838,162 Mr. Dial 659,200 + 178,962 = 838,162 Mr. Bourne 659,200 + 178,962 = 838,162 Mr. Holderman 659,200 + 250,546 = 909,746 _________________________________________________________________________________________ (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. Mr. 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. 155 Table of Contents Indirect Compensation Elements As identified in the table below, the Partnership provides certain benefits and perquisites (considered indirect compensation elements) that are considered typical within our industry and necessary to attract and retain executive talent. The value of each element of indirect compensation is generally structured to be competitive within our industry. Indirect Compensation Element Primary Purpose Retirement Benefits • Attracts talented executive officers and rewards them for extended service • Offers secure and tax-advantaged vehicles for executive officers to save effectively for retirement Other Benefits (for example, health care, paid time off, disability, and life insurance) and Perquisites • Enhances executive welfare and financial security • Provides a competitive package to attract and retain executive talent, but does not constitute a significant part of an executive officer’s compensation Severance Benefits • Attracts and helps retain executives in a volatile and consolidating industry • Provides transitional income following an executive’s involuntary termination of employment • In the event of a Change in Control, promotes management independence and helps retain, stabilize, and focus the executives Retirement Benefits. All of our employees, including our NEOs, are eligible to participate in the Western Midstream Savings Plan, a tax-qualified savings plan maintained by WES. In 2021, our Board approved the Western Midstream Savings Restoration Plan, which is a non-qualified deferred compensation plan implemented to provide for the deferral of employer contributions that the participant would have otherwise been eligible for absent the Internal Revenue Code (“IRC”) limitations that restrict the amount of benefits payable under the tax-qualified savings plan. Other Benefits. We provide other benefits such as medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage to our executive officers. These benefits are also provided to all other eligible employees. Perquisites. We provide a limited number of perquisites. The expenses related to these perquisites are imputed and considered taxable income to the executive officers, as applicable, and no related tax gross-ups are provided. Perquisites provided include reimbursement of financial counseling, tax preparation, and estate planning services expenses up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance. In addition, WES has a leased interest in an aircraft that is used primarily for business travel; 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. 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 . Each of our NEOs is covered by the Western Midstream Partners, LP Executive Severance Plan (the “ESP”) and the Western Midstream Partners, LP Executive Change in Control Severance Plan (the “CIC Plan”). Executive Severance Plan. The ESP provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason.” Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits: • 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 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; 156 Table of Contents • 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; and • Any accrued, but unused as of the date of the termination, vacation pay. Executive Change In Control Severance Plan . The CIC Plan provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason” on or after the date 180 days prior to the consummation of a Change in Control and within two years after the consummation of the Change in Control (“Protection Period”). Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits: • An amount equal to 2.99 times the sum of base salary and annual target bonus for the CEO and 2.0 times base salary and annual target bonus for the other NEOs; • An annual bonus for the year of termination determined based on the greater of target performance and actual performance, in each instance prorated based on the participant’s date of termination and paid when annual bonuses are paid to other senior executives of the Partnership; • Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination; • Full vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with performance-based awards vesting at the greater of target and actual performance; • Outplacement services for up to nine months; and • Any accrued, but unused as of the date of the termination, vacation pay. A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below. Mr. 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 The following provides a discussion of additional policies and provisions we have in place related to our overall executive compensation program. Equity Grant Practices. WES maintains the Western Gas Partners, LP 2017 Long-Term Incentive Plan and the Western Midstream Partners, LP 2021 Long-Term Incentive Plan, which govern the issuance of equity and equity-based awards. Under the provisions of these plans, the Board has the authority to grant equity awards to our Section 16 officers. The grant date fair value of each award is based on the closing unit price of WES’s units on the NYSE on the grant date as designated by the Board. The grant date fair value of the TUR Units also incorporates the estimated payout percentage of the award on the grant date. 157 Table of Contents Equity Ownership Guidelines. In order to align the interests of our executives and unitholders, the Board has approved executive equity ownership guidelines as noted below. Executives are expected to comply with these guidelines within five years of the date the individual is first elected to the office. 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 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. Position Multiple of Base Salary Chief Executive Officer 6 CFO/COO 4 Other Senior Vice Presidents 3 Clawback Provisions. 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. Clawback Policy . In order to comply with applicable NYSE and SEC rules and to further align the interests of our executives and unitholders, the Board has approved the Clawback Policy. The Clawback Policy requires WES to recover certain incentive-based compensation erroneously awarded to our executives if WES is required to prepare an accounting restatement due to its material noncompliance with applicable financial reporting requirements under the securities laws. This includes any restatement required to correct a material error in previously issued financial statements, or to correct an error that would result in a material misstatement if the error were either corrected in the current period or left uncorrected in the current period. For purposes of the Clawback Policy, incentive-based compensation includes compensation granted, earned or vested based upon WES’s attainment of specified financial reporting metrics. This includes, but is not limited to, bonuses paid under the WCB Program to the extent based on financial reporting metrics, as well as ROA awards, TUR awards, and their associated distribution-equivalent rights. The Clawback Policy applies to all incentive-based compensation received by our executives on or after October 2, 2023. Recovery under the Clawback Policy will generally be limited to incentive-based compensation received by the applicable executive during the three completed fiscal years immediately prior to the date WES is required to prepare the restatement. Prohibition Against Derivative Transactions and Hedging. Our Insider Trading Policy expressly prohibits directors, officers, and designated employees from directly or indirectly entering into equity derivative or other financial instruments (including, but not limited to, options, puts, calls, swaps, collars, forward contracts, hedges, exchange funds, or short sales) tied to WES securities (including equity securities received as part of a compensation program as well as WES equity securities acquired personally). Blackout Periods. Our Insider Trading Policy prescribes regularly scheduled blackout periods for each fiscal quarter. 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 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. 158 Table of Contents Tax Law Considerations. We are a limited partnership for United States federal income tax purposes. Therefore, the compensation paid to our NEOs is not subject to the deduction limitations under Section 162(m) of the IRC. We have structured our compensation programs in a manner intended to be exempt from, or to comply with Section 409A of the IRC. Compensation Committee Report The Compensation Committee, the members of which are listed below, is responsible for reviewing and recommending to the Board for approval actions related to the executive compensation programs of the Partnership. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that it be included in this Form 10-K. The Compensation Committee of Western Midstream Holdings, LLC: Lisa Stewart, Chairperson Peter J. Bennett Oscar K. Brown Nicole E. Clark 159 Table of Contents EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes the compensation amounts for our NEOs for the years ended December 31, 2024, 2023, and 2022. Name and Principal Position Year Salary ($) Bonus ($) (1) Stock Awards ($) (2) Non-Equity Incentive Plan Compensation ($) (3) All Other Compensation ($) (4) Total ($) Oscar K. Brown (5) 2024 146,154 42,000 6,000,004 438,000 9,500 6,635,658 President and 2023 — — — — — — Chief Executive Officer 2022 — — — — — — Kristen S. 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 Chief Financial Officer 2022 362,731 — 1,807,184 502,400 68,558 2,740,873 Christopher B. Dial 2024 512,692 236,642 2,685,074 601,520 188,952 4,224,880 Senior Vice President, 2023 488,462 536,167 2,044,566 216,000 198,206 3,483,401 General Counsel and Secretary 2022 421,154 — 1,006,937 533,800 123,641 2,085,532 Robert W. Bourne 2024 512,692 236,642 2,685,074 601,520 240,324 4,276,252 Senior Vice President and 2023 488,462 536,167 2,044,566 216,000 243,591 3,528,786 Chief Commercial Officer 2022 421,923 — 1,006,937 533,800 165,975 2,128,635 Daniel P. 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 — — — — — — Michael P. Ure (7) 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 Alejandro O. Nebreda (8) 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 2022 — — — — — — _________________________________________________________________________________________ (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). The grant date fair value of the time-based units and ROA Units equals the number of units granted multiplied by the WES closing unit price on the grant date. 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 2024 ROA unit awards as of the grant date for Ms. Shults, Mr. Dial, Mr. Bourne, Mr. Holderman, Mr. Ure, and 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. Shults, Mr. Dial, Mr. Bourne, Mr. Holderman, Mr. Ure, and Mr. Nebreda, $1.6 million, $1.6 million, $1.6 million, $1.6 million, $5.4 million, and $1.6 million, respectively. The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. For information regarding the awards granted in 2024, see the Grants of Plan-Based Awards in 2024 table. (3) This column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results pursuant to the WCB Program. 160 Table of Contents (4) The 2024 amounts are detailed in the table below: Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Other ($) (i) Total ($) Oscar K. Brown (5) 9,500 — 9,500 Kristen S. Shults 177,081 10,036 187,117 Christopher B. Dial 188,952 — 188,952 Robert W. Bourne 240,324 — 240,324 Daniel P. Holderman (6) 136,272 — 136,272 Michael P. Ure (7) 390,245 1,318,992 1,709,237 Alejandro O. Nebreda (8) 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. Mr. 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. (5) Mr. 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. Mr. Brown was not an NEO for the years ended December 31, 2023 and 2022. (6) Mr. Holderman was not an NEO for the years ended December 31, 2023 and 2022. (7) Mr. 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. (8) Mr. 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 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). Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis . If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants. These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO. Equity Incentive Plan Awards (ROA Units and TUR Units). Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis . Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2026. Performance units earned are settled in the form of common units. The awards include tandem distribution-equivalent rights accrued and paid in cash at the end of the performance period based on actual performance. Time-Based Unit Awards. Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years. Mr. 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. 161 Table of Contents Grants of Plan-Based Awards All Other Unit Awards: Number of Units (#) Grant Date Fair Value of Unit Awards ($) (3) Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Name and Award Type Grant Date Threshold ($) Target ($) Maximum ($) (1) Threshold (#) (2) Target (#) Maximum (#) Oscar K. Brown (4) — — 300,000 — — — — — — Time-Based Units 10/28/2024 — — — — — — 157,978 6,000,004 ROA Units — — — — — — — — — TUR Units — — — — — — — — — Kristen S. Shults — — 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 Christopher B. Dial — — 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 Robert W. Bourne — — 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 Daniel P. Holderman — — 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 Michael P. 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 Alejandro O. 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 _________________________________________________________________________________________ (1) The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, but there are no individual maximums established. These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO. (2) The threshold payout disclosed is 25% of target for the ROA awards and 53% of target for the TUR awards. For the TUR awards, if during the performance period a company is removed from the peer group, then the percentile ranking and threshold payout would be recalculated using the remaining companies, with the threshold payout beginning at 50% of target at the 25th percentile ranking. (3) The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2024 computed in accordance with FASB ASC Topic 718. The value ultimately realized by the executive upon the actual vesting of the award(s) may or may not be equal to the determined value. 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. 162 Table of Contents Outstanding Equity Awards at Year-End 2024 The following table reflects outstanding equity awards for each NEO as of December 31, 2024. The market values shown are based on WES’s closing unit price of $38.43 on December 31, 2024. Unit Awards Equity Incentive Plan Awards Restricted Units (1) Performance Units (2) (3) Number of Units That Have Not Vested (#) Market Value of Units That Have Not Vested ($) Number of Unearned Units That Have Not Vested (#) Market or Payout Value of Unearned Units That Have Not Vested ($) Name Oscar K. Brown Time-Based Units 157,978 6,071,095 — — ROA Units — — — — TUR Units — — — — Kristen S. Shults Time-Based Units 81,968 3,150,030 — — ROA Units — — 94,767 3,641,896 TUR Units — — 68,402 2,628,689 Christopher B. Dial Time-Based Units 72,238 2,776,106 — — ROA Units — — 90,721 3,486,408 TUR Units — — 65,152 2,503,791 Robert W. Bourne Time-Based Units 72,238 2,776,106 — — ROA Units — — 90,721 3,486,408 TUR Units — — 65,152 2,503,791 Daniel P. Holderman Time-Based Units 73,512 2,825,066 — — ROA Units — — 74,532 2,864,265 TUR Units — — 52,145 2,003,932 Michael P. Ure Time-Based Units — — — — ROA Units — — 192,372 7,392,856 TUR Units — — 142,078 5,460,058 Alejandro O. Nebreda Time-Based Units — — — — ROA Units — — 23,664 909,408 TUR Units — — 16,263 624,987 _________________________________________________________________________________________ (1) The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2024 Table: Vesting Date Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman 02/12/2025 — 41,270 31,540 31,540 32,814 10/28/2025 52,660 — — — — 02/12/2026 — 25,759 25,759 25,759 25,759 10/28/2026 52,659 — — — — 02/12/2027 — 14,939 14,939 14,939 14,939 10/28/2027 52,659 — — — — 163 Table of Contents (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. The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2024, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2024, WES’s performance under the ROA awards was 186.7%, 190%, and 195% for the performance periods ending December 31, 2024, 2025, and 2026, respectively. Performance Period Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman Mr. Ure Mr. Nebreda 1/1/2022 to 12/31/2024 (i) — 20,235 16,189 16,189 — 80,866 — 1/1/2023 to 12/31/2025 — 30,834 30,834 30,834 30,834 66,607 16,443 1/1/2024 to 12/31/2026 — 43,698 43,698 43,698 43,698 44,899 7,221 _______________________________________________________________ (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. (3) The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2024 Table. The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2024, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2024, WES’s performance under the TUR awards was 150% , 128% , and 140% for the performance periods ending December 31, 2024, 2025, and 2026, respectively. Performance Period Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman Mr. Ure Mr. Nebreda 1/1/2022 to 12/31/2024 (i) — 16,257 13,007 13,007 — 64,971 — 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 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. Option Exercises and Units Vested in 2024 The following table reflects information about the aggregate dollar value realized during 2024 by our NEOs for WES awards that vested in 2024. Unit Awards Name Number of Units Acquired on Vesting (#) (1) Value Realized on Vesting ($) (2) Oscar K. Brown (3) — — Kristen S. Shults 29,454 839,439 Christopher B. Dial 112,048 3,140,585 Robert W. Bourne 95,201 2,669,762 Daniel P. Holderman 17,872 509,352 Michael P. Ure 563,007 16,828,875 Alejandro O. Nebreda 47,281 1,510,406 _________________________________________________________________________________________ (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. 164 Table of Contents Pension Benefits for 2024 WES does not have a defined benefit pension plan that provides NEOs a fixed monthly retirement payment. Instead, all salaried employees on the U.S. dollar payroll, including the NEOs, are eligible to participate in the Partnership’s 401(k) plan, a tax-qualified defined contribution plan. Nonqualified Deferred Compensation for 2024 The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations. Eligible compensation includes base salary earnings and annual WCB Program payments. Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan. In general, deferred amounts are distributed to the participant in lump sum upon separation from service. Name Executive Contributions in 2024 Partnership Contributions in 2024 (1) Aggregate Earnings / Losses in 2024 Aggregate Withdrawal / Distributions in 2024 Aggregate Balance at End of 2024 (2) Oscar K. Brown $ — $ — $ — $ — $ — Kristen S. Shults — 131,081 12,536 — 268,592 Christopher B. Dial — 142,952 27,217 — 424,698 Robert W. Bourne — 194,324 25,553 — 594,090 Daniel P. Holderman — 98,322 3,152 — 139,776 Michael P. Ure — 344,245 47,614 — 1,157,816 Alejandro O. Nebreda — 82,477 14,381 — 228,380 _________________________________________________________________________________________ (1) Reflects contributions earned for fiscal year 2024, although not credited to participant accounts until 2025. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2024. (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: Mr. Brown - $0; Ms. Shults - $120,545; Mr. Dial - $240,786; Mr. Bourne - $359,850; Mr. Holderman - $0; Mr. Ure - $762,601; and Mr. Nebreda - $74,237. Potential Payments Upon Termination or Change of Control 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. For Messrs. Nebreda and Ure, the values reported reflect the actual payments they were entitled to upon their departure from the general partner in 2024. Upon Mr. 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. Mr. Nebreda will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $228,380. Mr. 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. Mr. 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”). 165 Table of Contents 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. Mr. 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. “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. Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman Cash Severance $ — $ — $ — $ — $ — Total $ — $ — $ — $ — $ — Involuntary Not For Cause Termination or Good Reason Termination under the ESP. As of December 31, 2024, the NEOs below were eligible for severance benefits under the ESP. “Good Reason” for purposes of the ESP is generally defined as the occurrence of any of the following conditions: materially and adversely diminished duties and responsibilities; a material reduction in base salary or base salary plus annual target bonus, unless such reduction is applied generally and consistently to the Partnership’s executives; 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. 166 Table of Contents Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman Cash Severance (1) $ 2,500,000 $ 1,390,500 $ 1,390,500 $ 1,390,500 $ 1,390,500 Pro-Rata Annual Cash Bonus (2) 300,000 412,000 412,000 412,000 412,000 Pro-Rata Vesting of WES Equity Awards (3) 354,824 5,087,133 4,476,826 4,476,826 3,403,322 Continuation of Welfare Benefits (4) 43,915 42,015 42,015 45,045 42,015 Total $ 3,198,739 $ 6,931,648 $ 6,321,341 $ 6,324,371 $ 5,247,837 _________________________________________________________________________________________ (1) Reflects amounts payable in lump sum pursuant to the terms of the ESP. Mr. Brown’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. 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. 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. (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 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. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation. Change of Control: Involuntary Termination or Voluntary For Good Reason. The following table reflects benefits payable under the CIC Plan to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event. Under the CIC Plan, a change in control is deemed to have occurred in the event that: (i) any person or group other than the Partnership or Occidental (or affiliate) acquires 50% or more of the voting power in the Partnership or general partner; (ii) the approval of the Partnership’s plan of liquidation; (iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets; (iv) certain changes are made to the composition of the Partnership’s Board of Directors; (v) the completion of a business combination transaction in which, after giving effect to such transaction, neither the Partnership, Occidental, nor its affiliates meet certain ownership thresholds; (vi) the general partner is removed or the general partner (or its affiliate) ceases to be the sole general partner of the Partnership; or the Partnership is taken private in a transaction in which its common equity securities cease to be listed on a national securities exchange. Under the CIC Plan, Good Reason is generally defined as the occurrence of any of the following conditions without the participant’s consent: (i) diminution of duties and responsibilities; (ii) material reduction in compensation; (iii) change in work location of more than 50 miles; or (iv) in connection with a Change in Control, the failure by the acquiror to assume the Plan. Certain notice and cure conditions, as defined in the CIC Plan, apply in order for a termination for Good Reason to be effective. Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman Cash Severance (1) $ 3,737,500 $ 1,854,000 $ 1,854,000 $ 1,854,000 $ 1,854,000 Pro-Rata Annual Cash Bonus (2) 480,000 659,200 659,200 659,200 659,200 Accelerated Vesting of WES Equity Awards (3) 6,071,095 9,420,615 8,766,305 8,766,305 7,693,263 Continuation of Welfare Benefits (4) 43,915 42,015 42,015 45,045 42,015 Total $ 10,332,510 $ 11,975,830 $ 11,321,520 $ 11,324,550 $ 10,248,478 _________________________________________________________________________________________ (1) Reflects amounts payable in lump sum under the CIC Plan. Mr. 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 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. The amounts reflect their actual bonuses awarded for 2024 under the WCB Program, as discussed in the C ompensation Discussion and Analysis and exclude any amounts awarded under the S16 Discretionary Bonus Pool. (3) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, unless performance to date was below target, in which case we have assumed target performance, all as of December 31, 2024. In the event of a change of control, the performance would be calculated based on the change of control date. Amounts include 167 Table of Contents 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. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation. Death or Termination due to Disability Mr. Brown Ms. Shults Mr. Dial Mr. Bourne Mr. Holderman Accelerated Vesting of WES Equity Awards (1) $ 6,071,095 $ 9,420,615 $ 8,766,305 $ 8,766,305 $ 7,693,263 Total $ 6,071,095 $ 9,420,615 $ 8,766,305 $ 8,766,305 $ 7,693,263 ______________________________________________________________________________________ (1) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2024. In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance. 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. 168 Table of Contents 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 Oscar K. Brown, our President and CEO. For the 2024 calendar year, the annual total compensation of Mr. 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. 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: • We determined that, as of December 31, 2024, our employee population consisted of 1,511 individuals with all of these individuals located in the United States (as reported in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K). This population consisted of all employees, whether employed on a full-time or part-time basis. • 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. We included all employees, whether employed on a full-time or part-time basis and did not make any estimates, assumptions, or adjustments to the data in identifying the median employee. The methodology used in identifying the median employee is consistent with the methodology we used in prior years. • With respect to calculating the total annual compensation disclosed above for the median employee, we combined all of the elements of such employee’s total compensation for 2024. • The pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodologies described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by other SEC reporting companies. As a result, the pay ratio reported by other SEC reporting companies may differ substantially from, and may not be comparable to, the pay ratio we disclose above. Accounting Restatements and Recovery Actions Under Clawback Policy Item 402(w) of Regulation S-K (“Item 402(w)”) requires the Partnership to make certain disclosures in the event the Partnership is required to prepare an accounting restatement. As of December 31, 2024, the Partnership has not been required to prepare an accounting restatement. Therefore, no disclosures under Item 402(w) are required. Option Awards and Material Nonpublic Information Item 402(x) of Regulation S-K (“Item 402(x)”) requires the Partnership to disclose certain policies and practices regarding option awards, including how the Board takes material nonpublic information into account when determining the timing and terms of option awards. The Partnership does not issue option awards. Therefore, no disclosures under Item 402(x) are required. 169 Table of Contents Director Compensation Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our Board. Officers or employees of Occidental who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner. During 2024, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board. To assist in the 2024 annual review of director compensation, the Board directly retained Zayla Partners to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2024 calendar year. Following such review, no changes to director compensation were recommended for 2024. Accordingly, compensation for non-employee directors during 2024 consisted of the following: • an annual retainer of $110,000 for each non-employee Board member; • an annual retainer of $2,000 for each member of a committee of the Board, or $22,000 for the chair of such committee; and • an annual grant of phantom units with a grant date fair value of approximately $145,000. In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees and for costs associated with participation in continuing director education programs. 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 $160,000. Equity Ownership Guidelines. Non-employee directors of the general partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer. Directors have five years from the date of their initial election to the Board to comply with this requirement. Each non-employee director is currently in compliance with these ownership guidelines. The following table sets forth information concerning total director compensation earned during 2024 by each non-employee director, including Mr. Brown’s director compensation earned prior to his appointment as President and CEO: Name Fees Earned or Paid in Cash ($) Stock Awards ($) (2) Total ($) Oscar K. Brown (1) 110,332 145,000 255,332 Kenneth F. Owen 134,000 145,000 279,000 David J. Schulte 134,000 145,000 279,000 Lisa A. Stewart 136,000 145,000 281,000 ________________________________________________________________________________________ (1) Mr. 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. See the table below for phantom units awarded to each non-employee director during 2024. As of December 31, 2024, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 5,199 outstanding phantom units. Mr. 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. 170 Table of Contents 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 Units (#) (1) Grant Date Fair Value of Stock Awards ($) (2) Oscar K. Brown February 13 5,199 145,000 Kenneth F. Owen February 13 5,199 145,000 David J. Schulte February 13 5,199 145,000 Lisa A. Stewart February 13 5,199 145,000 _________________________________________________________________________________________ (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. The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to the value included above. Compensation Committee Interlocks and Insider Participation 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. Messrs. Bennett and Forthuber, and Ms. Clark, who are directors of our general partner, are also executive or corporate officers of Occidental. 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. Mr. Oscar Brown, who was appointed as President and Chief Executive Officer in October 2024, also serves as a member of the Compensation Committee. Mr. 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. 171 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the beneficial ownership of our common units held by the following as of February 21, 2025: • each member of the Board; • each named executive officer of our general partner; • all directors and officers of our general partner as a group; and • Occidental and its affiliates. Name and Address of Beneficial Owner (1) Common Units Beneficially Owned Percentage of Common Units Beneficially Owned Occidental Petroleum Corporation (2) 165,681,578 43.4% Peter J. Bennett — * Oscar K. Brown 39,990 * Christopher B. Dial (3) 169,389 * Daniel P. Holderman 35,748 * Nicole E. Clark — * Frederick A. Forthuber — * Kenneth F. Owen 37,929 * David J. Schulte 36,229 * Kristen S. Shults 88,129 * Lisa A. Stewart 35,929 * All directors and executive officers as a group (11 persons) 520,058 * _________________________________________________________________________________________ * Less than 1%. (1) The address for Occidental and its representatives on the Board of our general partner is 5 Greenway Plaza, Suite 110, Houston, Texas 77046. The address for all other beneficial owners in this table is 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380. (2) Occidental is the ultimate parent company of each of the following entities and may, therefore, be deemed to beneficially own the units held by such entities. Western Gas Resources, Inc. 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. 172 Table of Contents 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. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Common Units ALPS Advisors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203 31,423,596 (1) 8.26% Common Units Invesco Ltd. 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 22,809,161 (2) 5.99% _________________________________________________________________________________________ (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 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. Securities Authorized for Issuance Under Equity Compensation Plan The following table sets forth information with respect to the securities that may be issued under the WES LTIPs as of December 31, 2024. For more information regarding the plans, read Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1) (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Equity compensation plans approved by security holders 3,366,234 — (2) 8,707,910 Equity compensation plans not approved by security holders 139,080 — (2) — Total 3,505,314 — 8,707,910 _________________________________________________________________________________________ (1) Includes performance units at their maximum payout of 200%. (2) Phantom and performance units constitute the only rights outstanding under the WES LTIPs. Each phantom or performance unit that may be settled in common units entitles the holder to receive, upon vesting and determination of any performance criteria, if applicable, one common unit with respect to each phantom or performance unit, without payment of any cash. Accordingly, there is no reportable weighted-average exercise price. 173 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence As of February 21, 2025, Occidental held (i) 165,681,578 of our common units, representing a 42.4% limited partner interest in us, (ii) through its ownership of the general partner, 9,060,641 general partner units, representing a 2.3% general partner interest in us, and (iii) a 2.0% limited partner interest in WES Operating through its ownership of WGRAH. We control, manage, and operate WES Operating through our ownership of WES Operating GP. We, directly and indirectly through our ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating. 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 three directors are independent as defined by the NYSE. Agreements with Occidental We, WES Operating, and other parties have entered into various agreements with Occidental as discussed below. These agreements were not the result of arm’s-length negotiations and, as such, they or the related underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for more information regarding the transactions and agreements discussed below. Summary of Material Related-Party Transactions 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): Statements of operations Year Ended December 31, thousands 2024 2023 2022 Revenues and other Service revenues – fee based $ 2,099,116 $ 1,773,914 $ 1,674,959 Service revenues – product based 56,688 16,497 56,907 Product sales 5,704 43,683 63,367 Total revenues and other 2,161,508 1,834,094 1,795,233 Equity income, net – related parties (1) 112,385 152,959 183,483 Operating expenses Cost of product (2) (67,414) (72,903) (25,447) Operation and maintenance 10,580 4,618 5,081 General and administrative (3) 350 284 2,338 Total operating expenses (56,484) (68,001) (18,028) Gain (loss) on divestiture and other, net — — (1,756) _________________________________________________________________________________________ (1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (2) Includes related-party natural - gas and NGLs imbalances. (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). 174 Table of Contents Balance sheets December 31, thousands 2024 2023 Assets Accounts receivable, net $ 401,315 $ 358,141 Other current assets 6,671 1,260 Equity investments (1) 541,435 904,535 Other assets 41,641 43,216 Total assets 991,062 1,307,152 Liabilities Accounts and imbalance payables 20,609 38,541 Accrued liabilities 4,717 4,979 Other liabilities (2) 504,415 335,320 Total liabilities 529,741 378,840 _________________________________________________________________________________________ (1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (2) Includes contract liabilities from contracts with customers. 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. Statements of cash flows Year Ended December 31, thousands 2024 2023 2022 Distributions from equity-investment earnings – related parties $ 111,386 $ 155,169 $ 186,153 Capital expenditures — — (470) 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) (604,512) (494,127) (372,468) Distributions to WES Operating unitholders (2) (25,450) (22,850) (24,898) Net contributions from (distributions to) related parties — — 1,423 Unit repurchases from Occidental (3) — (127,500) (252,500) _________________________________________________________________________________________ (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. 175 Table of Contents 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: Statements of operations Year Ended December 31, thousands 2024 2023 2022 General and administrative (1) $ 4,130 $ 3,554 $ 5,373 _________________________________________________________________________________________ (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 December 31, thousands 2024 2023 Other current assets $ 6,263 $ 1,235 Other assets 38,421 41,405 Accounts and imbalance payables (1) 46,773 69,472 Accrued liabilities 4,717 4,662 _________________________________________________________________________________________ (1) Includes balances related to transactions between us and WES Operating. Statements of cash flows Year Ended December 31, thousands 2024 2023 2022 Distributions to WES Operating unitholders (1) $ (1,272,152) $ (1,142,217) $ (1,244,533) _________________________________________________________________________________________ (1) Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. 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. Related-party revenues. Related-party revenues include amounts earned by us from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental. Gathering and processing agreements. We have significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of our systems. While Occidental is our contracting counterparty, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. For the year ended December 31, 2024, production owned or controlled by Occidental represented 34% of our throughput for natural-gas assets (excluding equity-investment throughput), 91% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 78% of our throughput for produced-water assets. We are currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to our DJ Basin oil - gathering system. 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. 176 Table of Contents 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, 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 Services in the section above. Related - party expenses bear no direct relationship to related - party revenues, and third - party expenses bear no direct relationship to third - party revenues. Services Agreement. Occidental performed certain centralized corporate functions for us and WES Operating pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP (“Services Agreement”). Most of the administrative and operational services previously provided by Occidental fully transitioned to us by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement. Construction reimbursement agreements and purchases and sales with related parties . From time to time, we enter into construction reimbursement agreements with Occidental providing that we will manage the construction of certain midstream infrastructure for Occidental in our areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by us on a cost or cost-plus basis. Additionally, from time to time, in support of our business, we purchase and sell equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates. Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of WES entered into a Commercial Understanding Agreement (“CUA”). Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by us in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed. Also, as a result of the amendments under the CUA, these agreements are classified as operating leases and a $30.0 million right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021. The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements. 177 Table of Contents Indemnification agreements with directors and officers. Our general partner has entered into indemnification agreements with each of its officers and directors (each, an “Indemnitee”). The indemnification agreements provide that each Indemnitee will be indemnified and held harmless against all expense, liability, and loss (including attorney’s fees, judgments, fines or penalties, and amounts to be paid in settlement) actually and reasonably incurred or suffered by the Indemnitee in connection with serving in their capacity as officers and directors of our general partner (or of any subsidiary of our general partner) or in any capacity at the request of our general partner or its Board to the fullest extent permitted by applicable law, including Section 18-108 of the Delaware Limited Liability Company Act in effect on the date of the agreement or as such laws may be amended to provide more advantageous rights to the Indemnitee. The indemnification agreements also provide that advance payment of certain expenses must be made to the Indemnitee, including fees of counsel, in advance of final disposition of any proceeding subject to receipt of an undertaking from the Indemnitee to return such advance if it is ultimately determined that the Indemnitee is not entitled to indemnification. Through December 31, 2024, there have been no payments or claims to Occidental related to these indemnification agreements and no payments or claims have been received from Occidental related to these indemnification agreements. Chipeta LLC agreement. We are party to the Chipeta LLC agreement, together with a third-party member. Among other things, the Chipeta LLC agreement provides the following: • Chipeta’s members will be required from time to time to make capital contributions to Chipeta to the extent approved by the members in connection with Chipeta’s annual budget; • Chipeta will distribute available cash, as defined in the Chipeta LLC agreement, if any, to its members quarterly in accordance with those members’ membership interests; and • Chipeta’s membership interests are subject to significant restrictions on transfer. We are the managing member of Chipeta. As managing member, we manage the day-to-day operations of Chipeta and receive a management fee from the other member, which is intended to compensate the managing member for the performance of its duties. We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other member, and such behavior, breach, or failure has a material adverse effect to Chipeta. 178 Table of Contents Review, Approval, or Ratification of Transactions with Related Persons Our Audit Committee generally reviews transactions between WES and its directors, executive officers, or their immediate family members, or significant equity holders involving, in any case, amounts in excess of $120,000. However, our Board may also request that certain transactions between WES and Occidental, or our general partner, be reviewed by the Special Committee pursuant to our partnership agreement, as described in more detail below. Whenever a conflict arises between our general partner or its related parties, including Occidental, on the one hand, and us and our limited partners, on the other hand, our general partner will resolve the conflict. Our partnership agreement contains provisions that modify and limit our general partner’s default state law fiduciary duties to our unitholders. Our partnership agreement also restricts the remedies available to our unitholders for actions taken by our general partner that, without those limitations, might constitute breaches of fiduciary duties otherwise applicable under state law. See Special Committee under Part III, Item 10 of this Form 10-K. Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our unitholders if the resolution of the conflict is any of the following: • approved by the Special Committee of our general partner, although our general partner is not obligated to seek such approval; • approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; • on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or • fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. Our general partner may, but in most circumstances is not required to, seek the approval of such resolution from the Special Committee of its Board. In connection with a situation involving a conflict of interest, any determination by our general partner involving the resolution of the conflict of interest must be made in good faith, provided that, if our general partner does not seek approval from the Special Committee and its Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in the partnership agreement, our general partner or the Special Committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. Our partnership agreement provides that for someone to act in good faith, that person must reasonably believe he is acting in the best interests of the Partnership. Additionally, the Board has adopted a written Code of Ethics and Business Conduct (the “Code”), under which all directors and officers of the general partner, and employees working on our behalf, are expected to avoid conflicts or the appearance of conflicts in relation to their duties and responsibilities to us, and report any violation of the Code by any person. Under our Corporate Governance Guidelines, any waivers of the Code for any officer or director may only be made by the Board or by a committee of the Board composed of independent directors. 179 Table of Contents Item 14. Principal Accounting Fees and Services We have engaged KPMG LLP as our and WES Operating’s independent registered public accounting firm. The following table presents fees for the audit of the annual consolidated financial statements for the last two fiscal years and for other services provided by KPMG LLP: WES WES Operating thousands 2024 2023 2024 2023 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 The Audit Committee of our general partner has adopted a Pre-Approval Policy with respect to services that may be performed by KPMG LLP. This policy lists specific audit-related services and any other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairperson, to whom such authority has been conditionally delegated, prior to engagement. During 2024, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were approved by the Audit Committee. During 2024, the Audit Committee reviewed and approved the use of KPMG LLP’s Accounting research and disclosure checklist applications for no additional fee. The Audit Committee has approved the appointment of KPMG LLP as independent registered public accounting firm to conduct the audit of our and WES Operating’s consolidated financial statements for the year ended December 31, 2025. PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements Our consolidated financial statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (a)(2) Financial Statement Schedules Financial statement schedules have been omitted because they are not required, not applicable, or the information is included under Part II, Item 8 of this Form 10-K. (a)(3) Exhibits 180 Table of Contents Exhibit Index Exhibit Number Description # 2. 1 Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753). 3. 1 Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763). 3. 2 Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 3 Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 3. 4 Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763). 3. 5 Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 6 Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 7 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753). 3. 8 Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 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. 001-35753). 3. 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. 333-146700). 3. 11 Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 12 Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 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. 001-35753). 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. 001-35753). 4. 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. 001-34046). 181 Table of Contents Exhibit Number Description 4. 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. 001-34046). 4. 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. 001-34046). 4. 5 Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 6 Seventh Supplemental Indenture, dated as of June 4, 2015, 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 4, 2015, File No. 001-34046). 4. 7 Form of 3.950% Senior Notes due 2025 (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 4, 2015, File No. 001-34046). 4. 8 Eighth Supplemental Indenture, dated as of July 12, 2016, 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 July 12, 2016, File No. 001-34046). 4. 9 Form of 4.650% Senior Notes due 2026 (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 July 12, 2016, File No. 001-34046). 4. 10 Ninth Supplemental Indenture, dated as of March 2, 2018, 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 March 2, 2018, File No. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 4. 13 Tenth Supplemental Indenture, dated as of August 9, 2018, by and between 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 August 9, 2018, File No. 001-34046). 4. 14 Form of 4.750% 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 August 9, 2018, File No. 001-34046). 4. 15 Form of 5.500% 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 August 9, 2018, File No. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 182 Table of Contents Exhibit Number Description 4. 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. 001-34046). 4. 20 Twelfth Supplemental Indenture, dated as of April 4, 2023, 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 April 5, 2023, File No. 001-34046). 4. 21 Form of 6.150% Senior Notes due 2033 (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 April 5, 2023, File No. 001-34046). 4. 22 Thirteenth Supplemental Indenture, dated as of September 29, 2023, 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 September 29, 2023, File No. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 4. 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. 001-34046). 10. 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. 001-35753). 10. 2 Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). ‡ 10. 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. 001-34046). 10. 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. 001-35753). 10. 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. 001-35753). 10. 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. 001-35753) . ‡ 10. 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. 001-34046). ‡ 10. 8 Form of Award Agreement under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No. 333-151317). ‡ 10. 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. 001-35753). 183 Table of Contents Exhibit Number Description ‡ 10. 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. 333-186306). ‡ 10. 11 Western Midstream Partners, LP Incentive Compensation Program (incorporated by reference to Exhibit 10.19 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 22, 2023, File No. 001-35753). ‡ 10. 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. 001-35753). 10. 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. 001-35753). 10. 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. 001-35753). 10. 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. 001-35753). *‡ 10. 16 Transition and Separation Agreement and General Release entered into by and between Western Midstream Partners, LP and Michael P. Ure . 10. 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. 001-35753). 10. 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. 001-35753). 10. 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. 001-35753). 10. 20 Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No. 001-35753). † 10. 21 Gas Gathering Agreement effective July 1, 2010 between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP, as amended by Amendment No. 1 dated August 4, 2011, Amendment No. 2 dated December 3, 2012, Amendment No. 3 dated November 19, 2013 and Amendment No. 4 dated June 2, 2014 (incorporated by reference to Exhibit 10.23 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 26, 2015, File No. 001-34046). † 10. 22 Amendment to Gas Gathering Agreement effective August 1, 2017, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on July 26, 2017, File No. 001-34046). † 10. 23 Amendment to Gas Gathering Agreement effective January 1, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.29 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). † 10. 24 Amendment to Gas Gathering Agreement, dated May 10, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on August 1, 2018, File No. 001-34046). † 10. 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. 001-34046). 184 Table of Contents Exhibit Number Description † 10. 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. 001-34046). † 10. 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. 001-35753). *† 10. 28 Amendment to Gas Gathering Agreement, dated effective September 30, 2024 , between WES DJ Gathering LLC and Kerr-McGee Oil & Gas Onshore LP . * 19. 1 WES Insider Trading Policy . * 21. 1 List of Subsidiaries of Western Midstream Partners, LP. * 23. 1 Consent of KPMG LLP - Western Midstream Partners, LP. * 23. 2 Consent of KPMG LLP - Western Midstream Operating, LP. 24. 1 Power of Attorney (included on the signatures page of this annual report on Form 10-K). * 31. 1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. * 31. 2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. * 31. 3 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. * 31. 4 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. ** 32. 1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. ** 32. 2 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. ‡ 97. 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. 001-35753). * 101. 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) * 101. SCH Inline XBRL Schema Document * 101. CAL Inline XBRL Calculation Linkbase Document * 101. DEF Inline XBRL Definition Linkbase Document * 101. LAB Inline XBRL Label Linkbase Document * 101. PRE Inline XBRL Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________________________________________________________ * Filed herewith ** Furnished herewith # Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. † Portions of this exhibit have been omitted as confidential pursuant to Item 601(b)(10) of Regulation S-K or a request for confidential treatment. ‡ Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. Item 16. Form 10-K Summary Not applicable. 185 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. WESTERN MIDSTREAM PARTNERS, LP February 26, 2025 /s/ Oscar K. Brown Oscar K. Brown President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) February 26, 2025 /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) WESTERN MIDSTREAM OPERATING, LP February 26, 2025 /s/ Oscar K. Brown Oscar K. Brown President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) February 26, 2025 /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) 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. 186 Table of Contents 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) /s/ Peter J. Bennett Chair Peter J. Bennett /s/ Oscar K. Brown President, Chief Executive Officer and Director Oscar K. Brown (Principal Executive and Financial Officer) /s/ Kristen S. Shults Senior Vice President and Chief Financial Officer Kristen S. Shults (Principal Financial Officer) /s/ Catherine A. Green Senior Vice President and Chief Accounting Officer Catherine A. Green (Principal Accounting Officer) /s/ Nicole E. Clark Director Nicole E. Clark /s/ Frederick A. Forthuber Director Frederick A. Forthuber /s/ Kenneth F. Owen Director Kenneth F. Owen /s/ David J. Schulte Director David J. Schulte /s/ Lisa A. Stewart Director Lisa A. Stewart 187