What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-06 · 133 added, 116 removed, 766 unchanged (25% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts 2025 2024 2025 2024

2025 2024 2025 2024

Revenues and other

40 unchanged sentences

_________________________________________________________________________________________

(1) Total revenues and other includes related-party amounts of $ 576.2 million and $ 1.1 billion for the three and six months ended June 30, 2025, respectively, and $ 534.1 million and $ 1.0 billion for the three and six months ended June 30, 2024, respectively.

(2) Total operating expenses includes related-party amounts of $( 7.3 ) million and $( 19.4 ) million for the three and six months ended June 30, 2025, respectively, and $ 0.3 million and $( 25.7 ) million for the three and six months ended June 30, 2024, respectively.

(1) Total revenues and other includes related-party amounts of $ 586.0 million and $ 1.7 billion for the three and nine months ended September 30, 2025, respectively, and $ 545.2 million and $ 1.6 billion for the three and nine months ended September 30, 2024, respectively.

(2) Total operating expenses includes related-party amounts of $ 3.2 million and $( 16.2 ) million for the three and nine months ended September 30, 2025, respectively, and $( 12.1 ) million and $( 37.7 ) million for the three and nine months ended September 30, 2024, respectively.

(3) See Note 5.

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units June 30,

thousands except number of units September 30,

2025 December 31,

11 unchanged sentences

Equity investments 510,628 541,435

352,096 387,028

Other assets 340,553 387,028

Total assets (1)

19 unchanged sentences

Equity and partners’ capital

Common units ( 381,328,604 and 380,556,643 units issued and outstanding at June 30, 2025, and December 31, 2024, respectively)

Common units ( 381,333,269 and 380,556,643 units issued and outstanding at September 30, 2025, and December 31, 2024, respectively)

3,172,802 3,224,802

General partner units ( 9,060,641 units issued and outstanding at June 30, 2025, and December 31, 2024)

General partner units ( 9,060,641 units issued and outstanding at September 30, 2025, and December 31, 2024)

Total partners’ capital 3,182,172 3,235,605

3 unchanged sentences

________________________________________________________________________________________

(1) Total assets includes related - party amounts of $ 981.6 million and $ 991.1 million as of June 30, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 412.5 million and $ 401.3 million as of June 30, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 607.9 million and $ 529.7 million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 37.0 million and $ 20.6 million as of June 30, 2025, and December 31, 2024, respectively.

(1) Total assets includes related - party amounts of $ 965.4 million and $ 991.1 million as of September 30, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 412.9 million and $ 401.3 million as of September 30, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 634.8 million and $ 529.7 million as of September 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 32.8 million and $ 20.6 million as of September 30, 2025, and December 31, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

11 unchanged sentences

Equity-based compensation expense 8,248 — — 8,248

8,248 — — 8,248

Other ( 18,454 ) — — ( 18,454 )

4 unchanged sentences

Equity-based compensation expense 10,713 — — 10,713

10,713 — — 10,713

Other ( 1,588 ) — 2,500 912

Balance at June 30, 2025 $ 3,179,232 $ 9,730 $ 144,475 $ 3,333,437

Net income (loss) 331,730 7,885 9,257 348,872

Distributions to noncontrolling interest owner of WES Operating — — ( 7,268 ) ( 7,268 )

Distributions to Partnership unitholders ( 347,009 ) ( 8,245 ) — ( 355,254 )

Equity-based compensation expense 10,456 — — 10,456

Other ( 1,607 ) — — ( 1,607 )

Balance at September 30, 2025 $ 3,172,802 $ 9,370 $ 146,464 $ 3,328,636

See accompanying Notes to Consolidated Financial Statements.

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

Partners’ Capital

9 unchanged sentences

Equity-based compensation expense 9,423 — — 9,423

9,423 — — 9,423

Other ( 19,364 ) — — ( 19,364 )

5 unchanged sentences

Equity-based compensation expense 10,391 — — 10,391

10,391 — — 10,391

Other ( 1,831 ) — — ( 1,831 )

Balance at June 30, 2024 $ 3,271,033 $ 12,192 $ 140,784 $ 3,424,009

Net income (loss) 281,772 6,708 7,412 295,892

Distributions to Chipeta noncontrolling interest owner — — ( 550 ) ( 550 )

Distributions to noncontrolling interest owner of WES Operating — — ( 6,956 ) ( 6,956 )

Distributions to Partnership unitholders ( 332,931 ) ( 7,928 ) — ( 340,859 )

Equity-based compensation expense 8,759 — — 8,759

Other ( 2,778 ) — — ( 2,778 )

Balance at September 30, 2024 $ 3,225,855 $ 10,972 $ 140,690 $ 3,377,517

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended September 30,

thousands 2025 2024

21 unchanged sentences

Capital expenditures ( 505,783 ) ( 595,087 )

( 321,025 ) ( 405,653 )

Acquisitions from third parties — ( 443 )

2 unchanged sentences

(Increase) decrease in materials and supplies inventory and other 3,329 ( 33,118 )

Net cash provided by (used in) investing activities

( 314,764 ) 381,854

Net cash (used in) provided by investing activities ( 476,292 ) 191,153

Cash flows from financing activities

2 unchanged sentences

Commercial paper borrowings (repayments), net — ( 610,312 )

— ( 610,312 )

Increase (decrease) in outstanding checks ( 3,114 ) ( 2,282 )

4 unchanged sentences

Other ( 24,002 ) ( 28,479 )

Net cash provided by (used in) financing activities ( 1,740,738 ) ( 1,341,648 )

Net cash used in financing activities ( 2,101,864 ) ( 921,617 )

Net increase (decrease) in cash and cash equivalents ( 913,176 ) 851,950

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024 2025 2024

14 unchanged sentences

Long-lived asset and other impairments 11,562 4,651 12,251 6,204

686 1,530 689 1,553

Total operating expenses (2)

11 unchanged sentences

________________________________________________________________________________________

(2) Total operating expenses includes related-party amounts of $( 6.4 ) million and $( 17.0 ) million for the three and six months ended June 30, 2025, respectively, and $ 1.1 million and $( 23.6 ) million for the three and six months ended June 30, 2024, respectively.

(2) Total operating expenses includes related-party amounts of $ 4.1 million and $( 12.9 ) million for the three and nine months ended September 30, 2025, respectively, and $( 11.2 ) million and $( 34.7 ) million for the three and nine months ended September 30, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

thousands except number of units June 30,

thousands except number of units September 30,

2025 December 31,

11 unchanged sentences

Equity investments 510,628 541,435

349,123 383,808

Other assets 337,463 383,808

Total assets (1)

19 unchanged sentences

Equity and partners’ capital

Common units ( 318,675,578 units issued and outstanding at June 30, 2025, and December 31, 2024)

Common units ( 318,675,578 units issued and outstanding at September 30, 2025, and December 31, 2024)

3,365,537 3,399,650

4 unchanged sentences

_________________________________________________________________________________________

(1) Total assets includes related - party amounts of $ 1.0 billion and $ 987.4 million as of June 30, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 438.4 million and $ 401.3 million as of June 30, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 607.9 million and $ 555.9 million as of June 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 37.0 million and $ 46.8 million as of June 30, 2025, and December 31, 2024, respectively.

(1) Total assets includes related - party amounts of $ 982.2 million and $ 987.4 million as of September 30, 2025, and December 31, 2024, respectively, which includes related - party Accounts receivable, net of $ 433.5 million and $ 401.3 million as of September 30, 2025, and December 31, 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 634.8 million and $ 555.9 million as of September 30, 2025, and December 31, 2024, respectively, which includes related-party Accounts and imbalance payable of $ 32.8 million and $ 46.8 million as of September 30, 2025, and December 31, 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

3 unchanged sentences

Units Noncontrolling

Interest Total

Balance at December 31, 2024 $ 3,399,650 $ 26,476 $ 3,426,126

2 unchanged sentences

Contributions of equity-based compensation from WES 8,144 — 8,144

8,144 — 8,144

Balance at March 31, 2025 $ 3,375,514 $ 27,718 $ 3,403,232

4 unchanged sentences

Balance at June 30, 2025 $ 3,371,699 $ 32,320 $ 3,404,019

$ 3,371,699 $ 32,320 $ 3,404,019

Net income (loss) 346,848 2,316 349,164

Distributions to WES Operating unitholders ( 363,290 ) — ( 363,290 )

Contributions of equity-based compensation from WES 10,280 — 10,280

Balance at September 30, 2025 $ 3,365,537 $ 34,636 $ 3,400,173

thousands Common

6 unchanged sentences

Contributions of equity-based compensation from WES 9,278 — 9,278

9,278 — 9,278

Balance at March 31, 2024 $ 3,391,694 $ 25,924 $ 3,417,618

3 unchanged sentences

Contributions of equity-based compensation from WES 10,247 — 10,247

10,247 — 10,247

Balance at June 30, 2024 $ 3,441,525 $ 26,500 $ 3,468,025

Net income (loss) 295,025 1,509 296,534

Distributions to Chipeta noncontrolling interest owner — ( 550 ) ( 550 )

Distributions to WES Operating unitholders ( 347,675 ) — ( 347,675 )

Contributions of equity-based compensation from WES 8,613 — 8,613

Balance at September 30, 2024 $ 3,397,488 $ 27,459 $ 3,424,947

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

thousands 2025 2024

5 unchanged sentences

Non-cash equity-based compensation expense 28,987 28,138

18,707 19,525

Deferred income taxes 2,236 14,178

2 unchanged sentences

Distributions from equity-investment earnings – related parties 69,217 83,091

51,419 57,004

(Gain) loss on divestiture and other, net 8,048 ( 299,426 )

8 unchanged sentences

Capital expenditures ( 505,783 ) ( 595,087 )

( 321,025 ) ( 405,653 )

Acquisitions from third parties — ( 443 )

2 unchanged sentences

(Increase) decrease in materials and supplies inventory and other 3,329 ( 33,118 )

Net cash provided by (used in) investing activities

( 314,764 ) 381,854

Net cash (used in) provided by investing activities ( 476,292 ) 191,153

Cash flows from financing activities

2 unchanged sentences

Commercial paper borrowings (repayments), net — ( 610,312 )

— ( 610,312 )

Increase (decrease) in outstanding checks ( 3,180 ) ( 2,245 )

3 unchanged sentences

Other ( 2,354 ) ( 4,505 )

Net cash provided by (used in) financing activities ( 1,720,876 ) ( 1,321,696 )

Net cash used in financing activities ( 2,081,230 ) ( 898,745 )

Net increase (decrease) in cash and cash equivalents ( 913,707 ) 849,664

22 unchanged sentences

gathering, stabilizing, and transporting condensate, natural - gas liquids (“NGLs”), and crude oil;

and gathering and disposing of produced water.

and gathering, transporting, recycling, treating, and disposing of produced water.

In its capacity as a natural - gas processor, the Partnership also buys and sells residue, NGLs, and condensate on behalf of itself and its customers under certain contracts.

As of June 30, 2025, the Partnership’s assets and investments consisted of the following:

As of September 30, 2025, the Partnership’s assets and investments consisted of the following:

Operated Operated

30 unchanged sentences

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

As of June 30, 2025, and December 31, 2024, Other current assets includes (i) $ 2.6 million and $ 2.5 million, respectively, of NGLs inventory and (ii) $ 9.3 million and $ 0.6 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of June 30, 2025, and December 31, 2024, Other assets includes (i) $ 3.3 million and $ 5.5 million, respectively, of NGLs line - fill inventory, and (ii) $ 105.0 million and $ 110.3 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

As of September 30, 2025, and December 31, 2024, Other current assets includes (i) $ 2.3 million and $ 2.5 million, respectively, of NGLs inventory and (ii) $ 10.6 million and $ 0.6 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of September 30, 2025, and December 31, 2024, Other assets includes (i) $ 3.1 million and $ 5.5 million, respectively, of NGLs line - fill inventory, and (ii) $ 109.5 million and $ 110.3 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas;

9 unchanged sentences

Equity-based compensation.

During the six months ended June 30, 2025 and 2024, the Partnership issued 771,961 common units and 971,391 common units, respectively, under its long-term incentive plans.

Compensation expense was $ 10.7 million and $ 19.0 million for the three and six months ended June 30, 2025, respectively, and $ 10.4 million and $ 19.8 million for the three and six months ended June 30, 2024, respectively.

During the nine months ended September 30, 2025 and 2024, the Partnership issued 776,626 common units and 1,035,444 common units, respectively, under its long-term incentive plans.

Compensation expense was $ 10.5 million and $ 29.4 million for the three and nine months ended September 30, 2025, respectively, and $ 8.8 million and $ 28.6 million for the three and nine months ended September 30, 2024, respectively.

New accounting pronouncements not yet adopted.

5 unchanged sentences

The following table summarizes revenue from contracts with customers:

Three Months Ended

June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended September 30,

thousands 2025 2024 2025 2024

7 unchanged sentences

Total revenues and other $ 952,484 $ 883,362 $ 2,811,922 $ 2,676,720

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE FROM CONTRACTS WITH CUSTOMERS

Contract balances.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $ 698.1 million and $ 693.9 million as of June 30, 2025, and December 31, 2024, respectively.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $ 671.4 million and $ 693.9 million as of September 30, 2025, and December 31, 2024, respectively.

Contract assets primarily relate to (i) revenue accrued but not yet billed under cost - of - service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed.

3 unchanged sentences

Additional estimated revenues recognized (2)

Contract assets balance at June 30, 2025

Contract assets at June 30, 2025

Contract assets balance at September 30, 2025 $ 41,341

Contract assets at September 30, 2025

Other current assets $ 17,511

2 unchanged sentences

_________________________________________________________________________________________

(1) Includes $( 1.7 ) million for the three months ended June 30, 2025.

(2) Includes $ 0.8 million for the three months ended June 30, 2025.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE FROM CONTRACTS WITH CUSTOMERS

(1) Includes $( 1.8 ) million for the three months ended September 30, 2025.

(2) Includes $ 0.6 million for the three months ended September 30, 2025.

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

3 unchanged sentences

Revenues recognized that were included in the contract liability balance at the beginning of the period (2)

Contract liabilities balance at June 30, 2025

Contract liabilities at June 30, 2025

Contract liabilities balance at September 30, 2025 $ 704,695

Contract liabilities at September 30, 2025

Accrued liabilities $ 10,929

2 unchanged sentences

_________________________________________________________________________________________

(1) Includes $ 36.0 million for the three months ended June 30, 2025.

(2) Includes $( 2.8 ) million for the three months ended June 30, 2025.

(1) Includes $ 34.1 million for the three months ended September 30, 2025.

(2) Includes $( 3.0 ) million for the three months ended September 30, 2025.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE FROM CONTRACTS WITH CUSTOMERS

Transaction price allocated to remaining performance obligations.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2025, are presented in the table below.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2025, are presented in the table below.

The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations.

3 unchanged sentences

2027 1,153,720

2029 1,469,620

Thereafter 2,586,102

Total $ 6,804,218

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

5 unchanged sentences

The combined proceeds received in the first quarter of 2024 of $ 588.6 million includes $ 5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $ 239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

See Note 12 for information related to the acquisition of Aris Water Solutions, Inc.

(“Aris”) that closed on October 15, 2025.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARTNERSHIP DISTRIBUTIONS

13 unchanged sentences

June 30 0.910 355,254 August 14, 2025 August 1, 2025

September 30 0.910 379,521 November 14, 2025 October 31, 2025

WES Operating partnership distributions.

10 unchanged sentences

June 30 363,290 August 2025

September 30 391,568 October 2025

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

Holdings of Partnership equity.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2025, Occidental held 165,681,578 common units, representing a 42.4 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3 % general partner interest in the Partnership.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of September 30, 2025, Occidental held 165,681,578 common units, representing a 42.4 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3 % general partner interest in the Partnership.

The public held 215,651,691 common units, representing a 55.3 % limited partner interest in the Partnership.

On October 15, 2025, the Partnership issued common units in connection with the acquisition of Aris.

See Note 12 for additional information.

Partnership equity repurchases.

1 unchanged sentence

The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

During the six months ended June 30, 2025, the Partnership repurchased no common units.

As of June 30, 2025, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

During the nine months ended September 30, 2025, the Partnership repurchased no common units.

As of September 30, 2025, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

Partnership’s net income (loss) per common unit.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands except per-unit amounts 2025 2024 2025 2024

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024 2025 2024

16 unchanged sentences

Balance sheets

thousands June 30,

thousands September 30,

2025 December 31,

17 unchanged sentences

Statements of cash flows

Six Months Ended

Nine Months Ended

September 30,

thousands 2025 2024

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024 2025 2024

4 unchanged sentences

Balance sheets

thousands June 30,

thousands September 30,

2025 December 31,

8 unchanged sentences

Statements of cash flows

Six Months Ended

Nine Months Ended

September 30,

thousands 2025 2024

12 unchanged sentences

While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental - produced volumes, but also, in some instances, the volumes of other working - interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 36 % for both the three and six months ended June 30, 2025, and 34 % and 33 % for the three and six months ended June 30, 2024, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 92 % for both the three and six months ended June 30, 2025, and 90 % for both the three and six months ended June 30, 2024.

Produced-water throughput attributable to production owned or controlled by Occidental was 79 % and 80 % for the three and six months ended June 30, 2025, respectively, and 77 % for both the three and six months ended June 30, 2024.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 35 % for both the three and nine months ended September 30, 2025, and 36 % and 34 % for the three and nine months ended September 30, 2024, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 90 % and 91 % for the three and nine months ended September 30, 2025, respectively, and 92 % and 90 % for the three and nine months ended September 30, 2024, respectively.

Produced-water throughput attributable to production owned or controlled by Occidental was 79 % for both the three and nine months ended September 30, 2025, and 78 % and 77 % for the three and nine months ended September 30, 2024, respectively.

The Partnership is 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 the Partnership’s DJ Basin oil - gathering system.

24 unchanged sentences

During the first quarter of 2021, an affiliate of Occidental and the Partnership amended certain West Texas surface - use and salt - water disposal agreements to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments.

The present value of the reduced usage fees under the amended agreements were $ 30.0 million at the time the agreement was executed.

The present value of the reduced usage fees under the amended agreements was $ 30.0 million at the time the agreement was executed.

As a result of the amendments, (i) these agreements are classified as operating leases and (ii) a right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021.

4 unchanged sentences

The following table presents the financial statement impact of the Partnership’s equity investments:

thousands Percentage Ownership Interest

Balance at December 31, 2024 Equity

thousands Percentage Ownership Interest Balance at December 31, 2024 Equity

income, net Distributions Distributions

Balance at June 30, 2025

Balance at September 30, 2025

Mi Vida 50.00 % $ 42,765 $ 3,794 $ ( 3,872 ) $ ( 7,960 ) $ 34,727

13 unchanged sentences

The Partnership WES Operating

thousands June 30,

thousands September 30,

2025 December 31,

2024 June 30,

2024 September 30,

2025 December 31,

4 unchanged sentences

The Partnership WES Operating

thousands June 30,

thousands September 30,

2025 December 31,

2024 June 30,

2024 September 30,

2025 December 31,

1 unchanged sentence

Materials and supplies 10,575 613 10,575 613

9,334 613 9,334 613

Imbalance receivables 6,318 7,253 6,318 7,253

5 unchanged sentences

The Partnership WES Operating

thousands June 30,

thousands September 30,

2025 December 31,

2024 June 30,

2024 September 30,

2025 December 31,

8 unchanged sentences

Short-term lease liabilities 62,627 58,897 62,627 58,897

61,323 58,897 61,323 58,897

Other 36,342 39,518 33,980 25,272

4 unchanged sentences

The following table presents the outstanding debt:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

thousands Principal Carrying

1 unchanged sentence

Short - term debt

$ — $ — $ — $ 1,000,589 $ 1,000,076 $ 997,666

Senior Notes $ — $ — $ — $ 1,000,589 $ 1,000,076 $ 997,666

Finance lease liabilities 13,062 13,062 13,062 10,956 10,956 10,956

9 unchanged sentences

(1) Fair value is measured using the market approach and Level - 2 fair value inputs.

(2) As of June 30, 2025, maturity dates range from 2026 to 2050.

(2) As of September 30, 2025, maturity dates range from 2026 to 2050.

Debt activity.

The following table presents the debt activity for the six months ended June 30, 2025:

The following table presents the debt activity for the nine months ended September 30, 2025 :

thousands Carrying Value

3 unchanged sentences

Finance lease liabilities ( 4,883 )

Balance at June 30, 2025 $ 6,937,341

Balance at September 30, 2025 $ 6,937,353

WES Operating Senior Notes.

In January 2020, WES Operating issued the 4.050 % Senior Notes due 2030 and 5.250 % Senior Notes due 2050.

Including the effects of the issuance prices, underwriting discounts, and interest - rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050, were 4.169 % and 5.363 %, respectively, at June 30, 2025 and 2024.

The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.

2 unchanged sentences

See Debt activity above.

As of September 30, 2025, the 4.650 % Senior Notes due 2026 were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt.

During the third quarter of 2024, WES Operating completed the public offering of $ 800.0 million in aggregate principal amount of 5.450 % Senior Notes due 2034.

1 unchanged sentence

In addition, during 2024, WES Operating purchased and retired $ 150.0 million of certain of its senior notes via open-market repurchases with cash from operations.

As of June 30, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.

As of September 30, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

3 unchanged sentences

The non - extending lender’s commitments mature in April 2028 and represent $ 120.0 million out of $ 2.0 billion of total commitments, which are expandable to a maximum of $ 2.5 billion, from all lenders.

As of June 30, 2025, there were no outstanding borrowings, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

As of September 30, 2025, there were no outstanding borrowings, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

Any outstanding commercial paper borrowings (see below) reduce the effective borrowing capacity under the RCF as WES Operating maintains availability under the RCF as support for its commercial paper program.

As of June 30, 2025 and 2024, the interest rate on any outstanding RCF borrowings was 5.62 % and 6.64 %, respectively.

The facility - fee rate was 0.20 % at June 30, 2025 and 2024.

As of June 30, 2025, WES Operating was in compliance with all covenants under the RCF.

As of September 30, 2025 and 2024, the interest rate on any outstanding RCF borrowings was 5.43 % and 6.15 %, respectively.

The facility - fee rate was 0.20 % at September 30, 2025 and 2024.

As of September 30, 2025, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program.

2 unchanged sentences

The maturities of the notes may vary but may not exceed 397 days.

As of June 30, 2025, there were no outstanding borrowings under the commercial paper program.

As of September 30, 2025, there were no outstanding borrowings under the commercial paper program.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters.

As of June 30, 2025, and December 31, 2024, the consolidated balance sheets included $ 3.5 million and $ 4.0 million, respectively, of liabilities for remediation and reclamation obligations.

As of September 30, 2025, and December 31, 2024, the consolidated balance sheets included $ 2.2 million and $ 4.0 million, respectively, of liabilities for remediation and reclamation obligations.

The current portion of these amounts is included in Accrued liabilities , and the long-term portion of these amounts is included in Other liabilities.

The majority of payments related to these obligations are expected to be made over the next year.

The majority of payments related to these obligations are expected to be made over the next five years.

Litigation and legal proceedings.

16 unchanged sentences

Net income (loss) is the most comparable GAAP metric to the performance metric of non-GAAP Adjusted EBITDA.

The Partnership defines Adjusted EBITDA as net income (loss), plus (i) distributions from equity investments, (ii) non - cash equity - based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, and (vi) the noncontrolling interest owners’ proportionate share of revenues and expenses.

The Partnership defines Adjusted EBITDA as net income (loss), plus (i) distributions from equity investments, (ii) non - cash equity - based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, (vi) other items impacting comparability with the Partnership’s core operating performance, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses.

Adjusted EBITDA is a non-GAAP financial measure that the CODM utilizes to assess (i) the Partnership’s operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis, (ii) the ability of the Partnership’s assets to generate cash flow to make distributions, and (iii) the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

thousands 2025 2024 2025 2024

27 unchanged sentences

The CODM uses consolidated total assets as the measure of the Partnership’s single reportable segment assets.

As of June 30, 2025, and December 31, 2024, the consolidated balance sheets included $ 12.2 billion and $ 13.1 billion, respectively, of total assets, which includes $ 523.5 million and $ 541.4 million of assets related to equity investments as of June 30, 2025, and December 31, 2024, respectively.

Capital expenditures for additions to long-lived assets were $ 321.0 million and $ 405.7 million for the six months ended June 30, 2025 and 2024, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025, and December 31, 2024, the consolidated balance sheets included $ 12.1 billion and $ 13.1 billion, respectively, of total assets, which includes $ 510.6 million and $ 541.4 million of assets related to equity investments as of September 30, 2025, and December 31, 2024, respectively.

Capital expenditures for additions to long-lived assets were $ 505.8 million and $ 595.1 million for the nine months ended September 30, 2025 and 2024, respectively.

SUBSEQUENT EVENT

On August 6, 2025, the Partnership entered into an agreement to acquire Aris Water Solutions Inc.

(“Aris”) by merger in an equity-and-cash transaction valued at $ 1.5 billion, plus Aris’s outstanding debt of $ 500 million of senior notes.

Under the terms of the merger agreement, Aris shareholders may elect to receive 0.625 common units of the Partnership, $ 25.00 in cash (without interest), or a combination of both, for each share of Aris common stock held, with the cash consideration being subject to proration to ensure that the total cash consideration paid by the Partnership will not exceed $ 415 million.

In the aggregate, the Partnership expects to issue approximately 26.6 million common units and pay approximately $ 415 million in cash, assuming maximum cash consideration.

The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper.

On October 15, 2025, the Partnership closed on the acquisition of Aris by merger in an equity-and-cash transaction valued at $ 1.5 billion, plus Aris’s outstanding debt of approximately $ 500 million of senior notes.

Based on Aris shareholder consideration elections, the Partnership issued approximately 26.6 million common units and paid $ 415.0 million in cash, funded with borrowings under the commercial paper program.

Due to the timing of the closing of the transactions, the initial purchase price accounting was not yet completed at the time of filing.

Aris’s water infrastructure assets, located in Lea and Eddy Counties, New Mexico and West Texas, include approximately 790 miles of produced-water pipeline, 1,800 MBbls/d of produced-water handling capacity, 1,400 MBbls/d of water recycling capacity, and 625,000 dedicated acres.

The merger agreement, which was unanimously approved by the Boards of Directors of Aris and the General Partner, is subject to customary closing conditions, regulatory approvals, and Aris shareholder approval, and is expected to close in the fourth quarter of 2025.

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

What changed 10-Q

Item 1. Financial Statements