What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-26 · 32 added, 28 removed, 401 unchanged (13% of the section changed)

28 unchanged sentences

• the resolution of litigation or other disputes;

• conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities;

• conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, and our future business opportunities;

• our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;

12 unchanged sentences

RISKS INHERENT IN OUR BUSINESS

We are dependent on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, treat, process, transport, and/or dispose.

We are dependent on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, transport, recycle, treat, supply, and/or dispose.

A material reduction in Occidental’s production that is gathered, treated, processed, or transported by our assets would result in a material decline in our revenues and cash available for distribution.

We rely on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, treat, process, transport, and/or dispose.

For the year ended December 31, 2024, 60% of Total revenues and other, 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 were attributable to production owned or controlled by Occidental.

We rely on Occidental for over 50% of revenues related to the natural gas, crude oil, NGLs, and produced water that we gather, transport, recycle, treat, supply, and/or dispose.

For the year ended December 31, 2025, and excluding the impact of equity investments, 60% of Total revenues and other, 36% of our throughput for natural-gas assets, 91% of our throughput for crude-oil and NGLs assets, and 61% of our throughput for produced-water assets were attributable to production owned or controlled by Occidental.

Occidental may decrease its production in the areas serviced by us and is under no contractual obligation to maintain its production volumes dedicated to us pursuant to the terms of our applicable gathering agreements.

26 unchanged sentences

Any future downgrades in WES Operating’s credit ratings could adversely affect WES Operating’s ability to issue debt, including commercial paper, in the public debt markets and negatively impact our cost of capital, future interest costs, and ability to effectively execute aspects of our business strategy.

For example, WES Operating currently has $2.7 billion of outstanding senior notes that provide for changes to the coupon rates following changes in WES Operating’s credit ratings.

For example, WES Operating currently has $2.1 billion in total principal amount of outstanding senior notes that provide for changes to the coupon rates following changes in WES Operating’s credit ratings.

Future credit-rating downgrades also could trigger obligations to provide financial assurance of our performance under certain contractual arrangements.

24 unchanged sentences

This continued inflation has raised our costs for steel products, automation components, power supply, labor materials, fuel, chemicals, and services, thereby increasing our operating costs and capital expenditures.

Additionally, the Trump administration has recently implemented a 10% tariff on Chinese imports and announced a 25% tariff on imports of steel and aluminum.

Plans by the Trump administration to impose additional import tariffs on Canada and Mexico are also currently under consideration, as are reciprocal tariffs on all U.S.

trading partners that currently impose tariffs on American goods.

Additionally, the Trump administration has increased tariffs on most Chinese imports under its renewed Section 301 and International Emergency Economic Powers Act authorities and has significantly increased national security-based tariffs on steel and aluminum imports, including raising the general tariff rate on most steel and aluminum products.

The Trump administration has also imposed and expanded so called ‘reciprocal’ tariffs on a wide range of United States trading partners with which the United States has sizable trade imbalances and has announced or threatened additional increases on imports from Canada, Mexico, and other key partners.

These and other import tariffs could substantially increase our operating and capital costs.

14 unchanged sentences

Across our asset portfolio, we rely on third-party customers for a substantial amount of our revenues.

The loss of a portion or all of these customers’ contracted volumes, as a result of competition, creditworthiness, inability to negotiate extensions, replacements of contracts, or otherwise, could reduce our ability to make cash distributions to our

Further, to the extent any of our third-party customers is in financial distress or enters bankruptcy proceedings, the related customer contracts may be renegotiated at lower rates or altogether rejected.

18 unchanged sentences

Our indebtedness may limit our ability to capitalize on acquisitions and other business opportunities or our flexibility to obtain financing.

The operating and financial restrictions and covenants in the indentures governing our publicly traded notes, (collectively, the “Notes”), the RCF, and any future financing arrangements could restrict our ability to finance future operations or capital needs or to expand or pursue business activities associated with our subsidiaries and equity investments.

See Part II, Item 7 of this Form 10-K for a further discussion of the terms of the RCF, Notes, and the commercial paper program.

30 unchanged sentences

Cyber-attacks, in particular, are becoming more sophisticated and include malicious software intended to gain unauthorized access to data and systems, electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data.

For example, the gathering, processing, treating, and transportation of natural gas from our gathering systems, processing facilities, and pipelines are dependent on communications among our facilities and with third-party systems that may be delivering

natural gas into or receiving natural gas and other products from our facilities.

For example, the

gathering, processing, treating, and transportation of natural gas from our gathering systems, processing facilities, and pipelines are dependent on communications among our facilities and with third-party systems that may be delivering natural gas into or receiving natural gas and other products from our facilities.

Disruption of those communications, whether caused by cyber-attacks or otherwise, may disrupt our ability to deliver natural gas and control these assets.

24 unchanged sentences

The classification and regulation of our pipelines are subject to change based on future determinations by FERC, the courts, or Congress.

A change in the jurisdictional characterization of some of our assets by federal, state, or local regulatory agencies or a change in policy by those agencies could result in increased regulation of our assets, which

could cause our revenues to decline and operating expenses to increase.

A change in the jurisdictional characterization of some of our assets by federal, state, or local

regulatory agencies or a change in policy by those agencies could result in increased regulation of our assets, which could cause our revenues to decline and operating expenses to increase.

For additional information, read Regulation of Operations–Natural-Gas Gathering Pipeline Regulation under Items 1 and 2 of this Form 10-K.

Adoption of new or more stringent climate-change or other air-emissions legislation or regulations restricting emissions of GHGs or other air pollutants could negatively impact us, our producer customers, or downstream customers by increasing operating costs and reducing volumetric throughput on our systems due to reduced demand for the gathering, processing, compressing, treating, and transporting services we provide.

The threat of climate change continues to attract considerable attention in the United States and foreign countries.

21 unchanged sentences

The age or condition of our pipeline systems also could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce our revenue.

In addition, we may be unable to complete maintenance or repairs due to the unavailability of necessary materials as a result of supply chain disruptions (including those caused by geopolitical events, such as the Russian invasion of Ukraine), which may result in the suspension of operations of the impacted assets until such activities can be completed.

In addition, we may be unable to complete maintenance or repairs due to the unavailability of necessary materials as a result of supply chain disruptions (including those caused by domestic and international political events), which may result in the suspension of operations of the impacted assets until such activities can be completed.

Any significant increase in maintenance and repair expenditures, loss of revenue due to the age or condition of our pipeline systems, or delays in completing necessary maintenance or repairs could adversely affect our business and results of operations.

17 unchanged sentences

One of the ways we intend to grow our business is through the construction of new midstream assets.

The construction of additions or modifications to our existing systems and the construction of new midstream assets involve

numerous regulatory, environmental, political, and legal uncertainties that are beyond our control.

These uncertainties also could affect downstream assets, which we do not own or control, but which are critical to certain of our growth projects.

The construction of additions or modifications to our existing systems and the construction of new midstream assets involve numerous regulatory, environmental, political, and legal uncertainties that are beyond our control.

These uncertainties

also could affect downstream assets, which we do not own or control, but which are critical to certain of our growth projects.

Delays in the completion of new downstream assets, or the unavailability of existing downstream assets, due to environmental, regulatory, or political considerations, could have an adverse impact on the completion or utilization of our growth projects.

2 unchanged sentences

In addition, we could construct facilities to capture anticipated future growth in production in a region in which such growth does not materialize.

We may fail to successfully combine our business with the assets and business of Aris, which could have an adverse impact on our future results.

The Aris acquisition closed on October 15, 2025.

The integration of these acquired assets involves potential risks, including the failure to realize expected profitability, growth, or accretion;

environmental or regulatory compliance matters or liabilities;

diversion of management’s attention from our existing business;

and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.

If any of the risks described above or other anticipated or unanticipated liabilities were to materialize, it could have an adverse effect on our business, financial condition, and results of operations.

We are subject to increased scrutiny from institutional investors with respect to our governance structure and the social cost of our industry, which may adversely impact our ability to raise capital from such investors.

61 unchanged sentences

The market price of our common units could be affected adversely by sales of substantial amounts of our common units in the public or private markets, including sales by Occidental or other large holders.

We had 380,556,643 common units outstanding as of December 31, 2024.

Occidental currently holds 165,681,578 common units, representing 43.5% of our outstanding common units.

Occidental’s shelf registration statement currently allows for the offer and sale of approximately 10.8 million common units, or 2.8% of our common units as of December 31, 2024, from time to time.

We had 408,141,366 common units outstanding as of December 31, 2025, with Occidental holding 165,681,578 common units, representing 40.6% of our outstanding common units.

Sales by Occidental or other large holders of a substantial number of our common units in the public markets, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities.

4 unchanged sentences

Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the impermissible distribution amount.

Substituted limited partners are liable for the obligations of the assignor to make contributions to the partnership that were known to the substituted limited partner at the time it became a limited partner and for those obligations that were unknown if the liabilities could have been determined from the partnership agreement.

the partnership agreement.

Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposes of determining whether a distribution is permitted.

2 unchanged sentences

Our partnership is organized under Delaware law, and we conduct business in a number of other states.

The limitations on

the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business.

The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business.

A unitholder could be liable for any and all of our obligations as if that unitholder were a general partner if a court or government agency were to determine that we were conducting business in a state, but had not complied with that particular state’s partnership statute, or such unitholder’s right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other actions under our partnership agreement constitute “control” of our business.

29 unchanged sentences

It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take, and a court may not agree with some or all of those positions.

Any contest with the IRS

may materially and adversely impact the market for our common units and the price at which they trade.

Any contest with the IRS may materially and adversely impact the market for our common units and the price at which they trade.

Moreover, the costs of any contest with the IRS will result in a reduction in cash available for distribution to our unitholders and thus will be borne indirectly by our unitholders.

26 unchanged sentences

As a result, distributions to non-U.S.

unitholders will be reduced by withholding taxes at the highest applicable effective tax rate and a non-U.S.

unitholders will be reduced by withholding

taxes at the highest applicable effective tax rate and a non-U.S.

unitholder who sells or otherwise disposes of a unit will also be subject to U.S.

29 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors