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Item 7. Management’s Discussion and Analysis

2026-02-18 compared with 2025-02-26 · 156 added, 216 removed, 487 unchanged (43% of the section changed)

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Discussion of 2023 items, and comparison of the year ended December 31, 2024, to the year ended December 31, 2023, that are not included in this annual report on Form 10-K can be found under Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 26, 2025, and is available via the SEC’s website at www.sec.gov and our website at www.westernmidstream.com.

The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of December 31, 2024 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.1% partnership interest in WES Operating, as of December 31, 2025.

Amounts attributable to noncontrolling interests presented in this Item 7 consist of (i) the 25% third-party interest in Chipeta for all periods presented, and only for natural-gas assets for throughput attributable to WES, and (ii) the 1.9%, 2.0%, and 2.0% limited partner interest in WES Operating as of December 31, 2025, 2024, and 2023, respectively, owned by an Occidental subsidiary.

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.

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gathering, stabilizing, and transporting condensate, NGLs, and crude oil;

and gathering and disposing of produced water.

In our capacity as a natural - gas processor, we also buy and sell natural gas, NGLs, and condensate on behalf of ourselves and our customers under certain contracts.

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

In our capacity as a natural - gas processor, we also buy and sell residue, NGLs, and condensate on behalf of ourselves and our customers under certain contracts.

To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment.

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Treating facilities 43 3 —

Natural - gas processing plants/trains

Processing plants/trains

Produced-water gathering, treating, recycling, and disposal systems 8 — —

NGLs pipelines 3 — 4

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Crude - oil pipelines

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(1) Includes the DBM water systems.

Significant financial and operational events during the year ended December 31, 2025, included the following:

• We closed on the sale of (i) our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million and (ii) several equity investments to third parties for combined proceeds of $588.6 million, which included $5.9 million in pro-rata distributions through closing.

See Acquisitions and Divestitures within this Item 7 for additional information.

• WES Operating completed the public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034.

Net proceeds from the offering will be used to repay a portion of certain senior notes due in 2025 and for general partnership purposes, including the funding of capital expenditures.

See Liquidity and Capital Resources within this Item 2 for additional information.

• WES Operating purchased and retired $150.0 million of certain of its senior notes via open-market repurchases.

• Our regular fourth - quarter 2024 per - unit distribution is unchanged from the third-quarter 2024 per-unit distribution of $0.875.

• Natural - gas throughput attributable to WES totaled 5,052 MMcf/d for the year ended December 31, 2024, representing a 14% increase compared to year ended December 31, 2023.

• Crude - oil and NGLs throughput attributable to WES totaled 530 MBbls/d for the year ended December 31, 2024, representing a 19% decrease compared to the year ended December 31, 2023.

• Produced - water throughput attributable to WES totaled 1,124 MBbls/d for the year ended December 31, 2024, representing an 11% increase compared to the year ended December 31, 2023.

• Gross margin was $2.8 billion for the year ended December 31, 2024, representing a 19% increase compared to the year ended December 31, 2023.

See Reconciliation of Non-GAAP Financial Measures within this Item 7.

• Adjusted Gross Margin for natural - gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $1.30 per Mcf for the year ended December 31, 2024, representing a 2% increase compared to the year ended December 31, 2023.

• Adjusted Gross Margin for crude - oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $2.94 per Bbl for the year ended December 31, 2024, representing a 19% increase compared to the year ended December 31, 2023.

• Adjusted Gross Margin for produced - water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 7) averaged $0.96 per Bbl for the year ended December 31, 2024, representing a 16% increase compared to the year ended December 31, 2023.

• On October 15, 2025, we closed on the acquisition of Aris by merger in an equity-and-cash transaction.

See Items Affecting the Comparability of Our Financial Results within this Item 7 for additional information.

• WES Operating completed the public offerings of $1.2 billion in aggregate principal amount of Senior Notes.

Net proceeds from these public offerings (i) will be used to repay the 4.650% Senior Notes due 2026, (ii) were used to repay amounts outstanding under its commercial paper program (including borrowings incurred to fund the cash consideration of the Aris acquisition), and (iii) will be used for general partnership purposes, including the funding of capital expenditures.

See Debt and Credit Facilities within this Item 7 for additional information.

• WES Operating retired the total principal amount outstanding of the 3.100% Senior Notes due 2025 at par value during the first quarter of 2025 and the 3.950% Senior Notes due 2025 at par value during the second quarter of 2025.

• Our fourth-quarter 2025 per-unit distribution is unchanged from the third-quarter 2025 per-unit distribution of $0.910.

• We completed the start-up of the North Loving plant in late-February 2025, increasing gas processing capacity at the West Texas complex by 250 MMcf/d to a total of 2,190 MMcf/d.

The following table provides additional information on throughput for the periods presented below:

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DJ Basin 1,470 1,436 2 %

Powder River Basin 456 120 NM

Powder River Basin 437 456 (4) %

Equity investments 550 517 6 %

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Total throughput for natural-gas assets 5,404 5,226 3 %

5,226 4,593 14 %

Throughput for crude-oil and NGLs assets (MBbls/d)

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DJ Basin 97 92 5 %

Powder River Basin 25 5 NM

Powder River Basin 27 25 8 %

Equity investments 104 144 (28) %

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Total throughput for crude-oil and NGLs assets 524 541 (3) %

541 665 (19) %

Throughput for produced-water assets (MBbls/d)

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Total throughput for produced-water assets 1,608 1,147 40 %

1,147 1,029 11 %

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NM — Not meaningful

OUR OPERATIONS

Our results primarily are driven by the volumes of natural gas, NGLs, crude oil, and produced water we service through our systems.

In our operations, we contract with customers to provide midstream services focused on natural gas, NGLs, crude oil, and produced water.

In our operations, we contract with customers to provide midstream services focused on natural gas, NGLs, crude oil, produced water, and water solutions.

We gather natural gas from individual wells or production facilities located near our gathering systems, and the natural gas may be compressed and delivered to a processing plant, treating facility, or downstream pipeline, and ultimately to end users.

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We gather crude oil from individual wells or production facilities located near our gathering systems, and in some cases, treat or stabilize the crude oil to satisfy required specifications for pipeline transportation.

We also gather and dispose of produced water.

We operate in Texas, New Mexico, Colorado, Utah, and Wyoming, with a substantial portion of our business concentrated in West Texas and the Rocky Mountains.

For example, for the year ended December 31, 2024, our West Texas and DJ Basin assets provided (i) 53% and 32%, respectively, of Total revenues and other, (ii) 40% and 31%, respectively, of our throughput for natural-gas assets (excluding equity-investment throughput), (iii) 61% and 23%, respectively, of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and (iv) all of our throughput for produced-water assets.

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 also gather, transport, recycle, treat, supply, and dispose of produced water.

We operate in Texas, New Mexico, Colorado, Utah, and Wyoming, with a substantial portion of our business concentrated in West Texas, New Mexico, and the Rocky Mountains.

For example, for the year ended December 31, 2025, and excluding the impact of equity investments, our West Texas / New Mexico and DJ Basin assets provided (i) 58% and 29%, respectively, of Total revenues and other, (ii) 42% and 30%, respectively, of our throughput for natural-gas assets, (iii) 61% and 23%, respectively, of our throughput for crude-oil and NGLs assets, and (iv) all of our throughput for produced-water assets.

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.

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.

In addition, Occidental provides dedications, minimum-volume commitments with associated deficiency payments, and/or cost-of-service commitments under certain of our contracts.

For the year ended December 31, 2024, 95% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts under which fixed and variable fees are received based on the volume or thermal content of the natural gas and on the volume of NGLs, crude oil, and produced water we gather, process, treat, transport, or dispose.

For the year ended December 31, 2025, and excluding the impact of equity investments, 97% of our wellhead natural-gas volume and 100% of our crude-oil and produced-water throughput were serviced under fee-based contracts under which fixed and variable fees are received based on the volume or thermal content of the natural gas and on the volume of NGLs, crude oil, and produced water we gather, process, treat, transport, or dispose.

This type of contract provides us with a relatively stable revenue stream that is not subject to direct commodity-price risk, except to the extent that (i) actual recoveries differ from contractual recoveries under certain of our processing agreements or (ii) we retain and sell drip condensate that is recovered during the gathering of natural gas from the wellhead or production facilities and skim oil that is recovered during the produced-water gathering and disposal process.

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To maintain or increase throughput on our systems, we must connect to additional wells or production facilities.

Our success in maintaining or increasing throughput is impacted by the successful drilling of new wells by producers that are dedicated to our systems, recompletions of existing wells connected to our systems, our ability to secure volumes from new wells drilled on non-dedicated acreage, and our ability to attract natural-gas, crude-oil, NGLs, or produced-water volumes currently serviced by our competitors.

Our success in maintaining or increasing throughput is impacted by (i) the successful drilling of new wells by producers that are dedicated to our systems, (ii) recompletions of existing wells connected to our systems, (iii) our ability to secure volumes from new wells drilled on non-dedicated acreage, and (iv) our ability to attract natural-gas, crude-oil, NGLs, produced-water, or water-solutions volumes currently serviced by our competitors.

Operating and maintenance expenses.

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Annual adjustments are made to cost-of-service rates charged under these agreements, and for certain of them, a cumulative catch-up revenue adjustment related to services already provided may be recorded.

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

In addition, certain of our natural-gas processing agreements provide our producer customers with the option to receive an actual or fixed amount of NGLs recoveries (or in some cases, the financial equivalent thereof).

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 18—Subsequent Event in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

In addition, certain of our natural-gas processing agreements provide our producer customers the option to receive an actual or fixed amount of NGLs recoveries (or in some cases, the financial equivalent thereof).

Our customers’ election, along with operational plant efficiency and commodity prices, could impact our profitability and cash flows.

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Acquisitions and divestitures.

During the fourth quarter of 2025, we closed on the acquisition of Aris by merger in a transaction valued at $2.0 billion, including the cash and equity merger consideration, Aris’s outstanding debt of $80.0 million in revolving credit facility borrowings that were repaid at closing, and $500.0 million in principal amount of senior notes.

Based on Aris shareholder consideration elections, we issued 26.6 million common units and paid $415.0 million in cash, funded with borrowings under the commercial paper program, in exchange for all issued and outstanding shares of Aris common stock.

During the second quarter of 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million, resulting in a net gain on sale of $63.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations.

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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.

In October 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from our $600.0 million senior note issuance in September 2023 and borrowings on the RCF.

For purposes of the discussion included in Results of Operations , the Powder River Basin complex includes our previously owned Hilight system and the assets acquired from Meritage.

See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

We recognized long-lived asset and other impairments of $6.2 million and $52.9 million for the years ended December 31, 2024 and 2023, respectively.

For a description of impairments recorded, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

RESULTS OF OPERATIONS

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(1) Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties.

(1) Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, NGLs, and water solutions volumes to related parties.

Total operating expenses includes amounts charged by related parties for services received.

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Year Ended December 31,

2024 2023 Inc/

2025 2024 Inc/(Dec)

Throughput for natural-gas assets (MMcf/d)

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Throughput for produced-water assets (MBbls/d)

Gathering and disposal 1,147 1,029 11 %

Gathering, disposal, and water solutions 1,608 1,147 40 %

Throughput attributable to noncontrolling interests 30 23 30 %

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(1) Represents our share of average throughput for investments accounted for under the equity method of accounting.

(2) Includes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural - gas assets, the 25% third - party interest in Chipeta, which collectively represent WES’s noncontrolling interests.

(2) Water solutions volumes include groundwater and gathered produced water that is treated and recycled.

Natural-gas assets

Total throughput attributable to WES for natural - gas assets increased by 620 MMcf/d for the year ended December 31, 2024, primarily due to (i) higher volumes at the Powder River Basin complex due to the Meritage acquisition, (ii) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, (iii) higher volumes at the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline, and (iv) higher volumes at the Springfield gas-gathering system due to new third-party production.

These increases were offset partially by (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024 and (ii) lower volumes at the Granger complex due to a contract expiration in the fourth quarter of 2023.

Total throughput attributable to WES for natural - gas assets increased by 174 MMcf/d for the year ended December 31, 2025, primarily due to (i) higher volumes at the West Texas, DJ Basin, and Chipeta complexes due to increased production in the areas and (ii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline beginning in November 2024.

These increases were offset partially by (i) lower volumes at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) lower volumes at the Springfield gas-gathering system due to decreased production in the area, and (iii) lower volumes at the Mi Vida plant.

Crude-oil and NGLs assets

Total throughput attributable to WES for crude - oil and NGLs assets decreased by 122 MBbls/d for the year ended December 31, 2024, primarily due to (i) the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn, and Panola in the first quarter of 2024.

These decreases were offset partially by (i) higher volumes at the DBM and DJ Basin oil systems due to increased production in the areas and (ii) higher volumes at the Thunder Creek NGL pipeline, which was acquired as part of the Meritage acquisition.

Total throughput attributable to WES for crude - oil and NGLs assets decreased by 16 MBbls/d for the year ended December 31, 2025, primarily due to (i) the divestiture of Whitethorn LLC and Saddlehorn in the first quarter of 2024 and (ii) lower volumes on the TEP pipeline.

These decreases were offset partially by higher volumes at the DBM oil system due to increased production in the area.

Produced-water assets

Total throughput attributable to WES for produced - water assets increased by 115 MBbls/d for the year ended December 31, 2024, due to higher production, partially offset by increased recycling activities in the upstream operations of our producers.

Service Revenues

Total throughput attributable to WES for produced - water assets increased by 454 MBbls/d for the year ended December 31, 2025, due to (i) the acquisition of Aris and (ii) higher production.

Year Ended December 31,

thousands except percentages 2024 2023 Inc/

Service revenues – fee based $ 3,248,262 $ 2,768,757 17 %

Service revenues – product based 215,776 191,727 13 %

Total service revenues $ 3,464,038 $ 2,960,484 17 %

thousands except percentages and per-unit amounts

2025 2024 Inc/(Dec)

Service revenues – fee based $ 3,453,052 $ 3,248,262 6 %

Service revenues – fee based increased by $479.5 million for the year ended December 31, 2024, primarily due to increases of (i) $184.0 million at the West Texas complex due to increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, (ii) $140.2 million at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) $89.8 million at the DJ Basin complex primarily due to increased throughput and increased electricity-related rates billed to customers, partially offset by a decrease in deficiency fees, (iv) $87.5 million and $36.7 million at the DBM water and DBM oil systems, respectively, as a result of increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (v) $6.7 million at the Chipeta complex primarily due to new and amended contracts effective July 2024.

These increases were offset partially by decreases of (i) $23.7 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024, (ii) $16.8 million and $4.3 million at the Springfield and DJ Basin oil systems, respectively, primarily due to decreased revenues associated with demand volumes and lower cumulative catch-up adjustments for changes in estimated consideration in 2024 compared to 2023, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, (iii) $11.8 million at the Granger complex due to a contract expiration in the fourth quarter of 2023, and (iv) $10.5 million at the Brasada complex due to a change in contract terms effective July 1, 2023, partially offset by increased throughput.

Other revenues from customers

Service revenues – product based $ 193,866 $ 215,776 (10) %

Service revenues – product based increased by $24.0 million for the year ended December 31, 2024, primarily due to increases of (i) $15.4 million at the West Texas complex due to increased volumes sold, (ii) $5.3 million at the DJ Basin complex due to a contract change effective during the second quarter of 2024, partially offset by decreased average prices, (iii) $4.7 million at the Powder River Basin complex attributable to the acquisition of Meritage, and (iv) $2.3 million at the DBM water systems due to increased skim-oil volumes sold.

These increases were offset partially by a decrease of $3.4 million at the Chipeta complex due to decreased volumes sold.

Product sales 194,681 140,100 39 %

Year Ended December 31,

thousands except percentages and per-unit amounts 2024 2023 Inc/

Natural - gas sales

Total other revenues from customers

$ 388,547 $ 355,876 9 %

NGLs sales 126,631 104,345 21 %

Total Product sales $ 140,100 $ 145,024 (3) %

Per - unit gross average sales price:

Natural gas (per Mcf) $ 0.29 $ 1.66 (83) %

Natural gas (per Mcf) $ 0.90 $ 0.29 NM

NGLs (per Bbl) 25.48 28.62 (11) %

Natural-gas sales

Natural - gas sales decreased by $27.2 million for the year ended December 31, 2024, primarily due to a decrease of $33.6 million at the West Texas complex due to decreased average prices.

This decrease was offset partially by increases of (i) $8.9 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $3.1 million at the DJ Basin complex as a result of changes in contract mix during the second quarter of 2023.

NGLs sales increased by $22.3 million for the year ended December 31, 2024, primarily due to increases of (i) $21.3 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $14.8 million at the DJ Basin complex due to increased volumes sold, partially offset by decreased average prices and the impact of a contract change effective during the second quarter of 2024.

These increases were offset partially by decreases of (i) $7.8 million at the West Texas complex due to changes in contract mix and decreased average prices, partially offset by increased volumes sold and (ii) $4.7 million at the Chipeta complex due to a contract change effective during the third quarter of 2024.

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Service revenues – fee based

Service revenues – fee based increased by $204.8 million for the year ended December 31, 2025, primarily due to increases of (i) $105.6 million at the DBM water systems due to the acquisition of Aris and increased throughput, partially offset by a change in contract terms effective January 1, 2025, (ii) $98.5 million at the West Texas complex primarily due to increased throughput, partially offset by decreased deficiency fees on certain contracts with throughput minimums, (iii) $32.6 million at the DBM oil system due to increased throughput, higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2025, and deficiency fees on certain contracts with increasing throughput minimums, and (iv) $10.1 million at the DJ Basin complex primarily due to increased throughput.

These increases were offset partially by decreases of (i) $32.4 million at the Springfield systems due to decreased throughput and lower annual cumulative catch-up adjustments for cost-of-service changes in estimated consideration in 2025 compared to 2024, (ii) $18.7 million at the DJ Basin oil system due to lower annual cumulative catch-up adjustments for cost-of-service changes in estimated consideration in 2025 compared to 2024, partially offset by increased throughput, and (iii) $11.0 million at the Marcellus Interest systems due to the sale of the asset during the second quarter of 2024.

Other revenues from customers

Other revenues from customers increased by $32.7 million for the year ended December 31, 2025, primarily due to (i) $52.8 million at the West Texas complex due to increased volumes sold and net average prices and (ii) $29.1 million at the DBM water systems due to the acquisition of Aris and increased volumes sold.

These increases were offset partially by a decrease of $35.5 million at the DJ Basin complex primarily due to lower volumes sold and average prices.

Equity Income, Net – Related Parties

Year Ended December 31,

thousands except percentages 2024 2023 Inc/

thousands except percentages 2025 2024 Inc/(Dec)

Equity income, net – related parties $ 85,788 $ 112,385 (24) %

Equity income, net – related parties decreased by $40.6 million for the year ended December 31, 2024, primarily due to decreases of (i) $37.6 million resulting from the sale of several equity investments to third parties in the first quarter of 2024 and (ii) $8.0 million at TEP.

These decreases were offset partially by an increase of $4.6 million at Red Bluff.

See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Equity income, net – related parties decreased by $26.6 million for the year ended December 31, 2025, primarily due to decreases of $7.6 million and $7.0 million at TEP and Mi Vida, respectively.

Cost of Product and Operation and Maintenance Expenses

Year Ended December 31,

thousands except percentages 2024 2023 Inc/

thousands except percentages 2025 2024 Inc/(Dec)

Natural-gas purchases

$ 10,586 $ 32,515 (67) %

$ 33,941 $ 10,586 NM

NGLs purchases 240,109 252,591 (5) %

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Natural-gas purchases

Natural-gas purchases decreased by $21.9 million for the year ended December 31, 2024, primarily due to decreases of (i) $15.3 million at the West Texas complex due to lower average prices and (ii) $6.2 million at the Granger complex attributable to a contract change effective during 2023 and decreased volumes purchased.

Natural-gas purchases increased by $23.4 million for the year ended December 31, 2025, primarily due to (i) higher average prices at the West Texas complex and (ii) increased purchases at the Chipeta complex.

NGLs purchases

NGLs purchases increased by $41.1 million for the year ended December 31, 2024, primarily due to increases of (i) $39.4 million at the West Texas complex primarily attributable to increased volumes purchased and average prices and (ii) $4.2 million at the DJ Basin complex due to a contract change effective during the second quarter of 2024.

These increases were offset partially by a decrease of $5.6 million at the Chipeta complex due to a contract change effective during the third quarter of 2024.

Other items decreased by $11.5 million for the year ended December 31, 2024, primarily due to decreases of $32.5 million and $2.3 million at the West Texas and Chipeta complexes, respectively, due to changes in imbalance positions.

These decreases were offset partially by increases of (i) $14.9 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage and (ii) $13.6 million at the DJ Basin complex primarily attributable to changes in imbalance positions.

NGLs purchases decreased by $12.5 million for the year ended December 31, 2025, primarily due to a decrease of $17.6 million at the DJ Basin complex due to lower purchased volumes and average prices, partially offset by an increase of $11.1 million due to the acquisition of Aris.

Other items increased by $23.9 million for the year ended December 31, 2025, primarily due to changes in imbalance positions at the West Texas and Powder River Basin complexes.

Operation and maintenance expense

Including the impact of operating the assets acquired with Meritage, operation and maintenance expense increased by $118.0 million for the year ended December 31, 2024, primarily due to increases of (i) $38.5 million in salaries and wages costs, (ii) $25.1 million in equipment, materials, maintenance, and repair costs, (iii) $16.7 million in chemical and treating services, (iv) $10.2 million in land-related costs, (v) $9.0 million in equipment rental costs, (vi) $7.1 million in water-disposal costs, and (vii) $5.4 million in utility expense.

Operation and maintenance expense increased by $35.3 million for the year ended December 31, 2025, primarily due to increases of (i) $48.3 million related to the acquisition of Aris, (ii) $12.4 million in utility expense, and (iii) $6.2 million in land-related costs.

These amounts were offset partially by decreases of (i) $7.7 million in chemicals and treating services, (ii) $7.6 million in contract labor and consulting costs, (iii) $6.2 million in mechanical-integrity costs, and (iv) $6.1 million in regulatory and environmental expense.

Other Operating Expenses

Year Ended December 31,

thousands except percentages 2024 2023 Inc/

thousands except percentages 2025 2024 Inc/(Dec)

General and administrative $ 398,922 $ 271,526 47 %

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Long-lived asset and other impairments 14,760 6,206 138 %

6,206 52,884 (88) %

Total other operating expenses $ 1,193,802 $ 990,828 20 %

General and administrative expenses

General and administrative expenses increased by $38.9 million for the year ended December 31, 2024, primarily due to increases of (i) $27.5 million in personnel costs, (ii) $10.5 million in information technology costs, and (iii) $7.0 million in other corporate-related expenses.

These increases were offset partially by a decrease of $6.1 million in contract labor and consulting costs.

Property and other taxes

Property and other taxes increased by $6.2 million for the year ended December 31, 2024, primarily due to increases of (i) $2.4 million at the DJ Basin complex primarily due to a lower ad valorem property tax accrual recorded during 2023 related to the finalization of 2022 assessments, (ii) $2.3 million at the Powder River Basin complex due to the acquisition of Meritage, and (iii) $2.0 million due to higher property tax values from expansion in West Texas.

General and administrative expenses increased by $127.4 million for the year ended December 31, 2025, primarily due to $120.5 million in acquisition-related expenses associated with the Aris transaction, including $104.6 million in severance payments and $15.9 million in professional services for financial advisory, legal, and other professional fees.

Depreciation and amortization expense

Depreciation and amortization expense increased by $49.8 million for the year ended December 31, 2024, primarily due to increases of (i) $44.7 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage and (ii) $22.5 million and $7.2 million at the West Texas complex and DBM water systems, respectively, primarily related to capital projects being placed into service.

These increases were offset partially by decreases of (i) $13.3 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2023 and updated salvage values, (ii) $6.4 million due to the sale of the Marcellus Interest systems in the second quarter of 2024, and (iii) $4.3 million at the Brasada complex due to an update in the expected useful life.

Depreciation and amortization expense increased by $60.4 million for the year ended December 31, 2025, primarily due to (i) $31.2 million in capital projects being placed into service at the West Texas complex and (ii) $21.5 million related to the acquisition of Aris.

Long-lived asset and other impairment expense

Long-lived asset and other impairment expense for the year ended December 31, 2024, was primarily due to a $4.2 million impairment of certain corporate office leases that are no longer being utilized.

Long - lived asset and other impairment expense for the year ended December 31, 2023, was primarily due to a $52.1 million impairment for assets located in the Rockies.

For further information on Long - lived asset and other impairment expense, see Note 9—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Long - lived asset and other impairment expense increased by $8.6 million for the year ended December 31, 2025, primarily due to a $10.8 million impairment at the Granger complex.

Interest Expense

Year Ended December 31,

thousands except percentages 2024 2023 Inc/

thousands except percentages 2025 2024 Inc/(Dec)

Long-term and short-term debt $ (387,493) $ (377,850) 3 %

$ (377,850) $ (348,393) 8 %

Finance lease liabilities (2,182) (2,573) (15) %

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Interest expense $ (390,490) $ (378,513) 3 %

Interest expense increased by $30.3 million for the year ended December 31, 2024, primarily due to increases of (i) $29.3 million of interest incurred on the 6.350% Senior Notes due 2029 that were issued during the third quarter of 2023, (ii) $16.1 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024, (iii) $12.1 million of interest incurred on the 6.150% Senior Notes due 2033 that were issued during the second quarter of 2023, and (iv) $2.7 million due to borrowings in 2024 on the commercial paper program that was established during the fourth quarter of 2023.

These increases were offset partially by decreases of (i) $14.8 million primarily due to no outstanding borrowings under the RCF during 2024 and (ii) $14.6 million due to credit-rating related interest-rate changes and lower outstanding balances on certain senior notes due to debt repurchases.

Interest expense increased by $12.0 million for the year ended December 31, 2025, primarily due to increases of (i) $28.2 million of interest incurred on the 5.450% Senior Notes due 2034 that were issued during the third quarter of 2024, (ii) $6.4 million of interest incurred on the 7.250% Senior Notes due 2030 that were assumed as part of the acquisition of Aris during the fourth quarter of 2025, and (iii) $5.0 million due to lower capitalized interest.

These increases were offset partially by a decrease of $30.0 million due to senior note repayments during 2025.

See Liquidity and Capital Resources—Debt and credit facilities within this Item 7.

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Year Ended December 31,

thousands except percentages 2024 2023 Inc/

Other income (expense), net $ 31,741 $ 5,679 NM

Other income (expense), net increased by $26.1 million for the year ended December 31, 2024, primarily due to interest income earned resulting from higher cash and cash equivalent balances throughout 2024.

thousands except percentages 2025 2024 Inc/(Dec)

Other income (expense), net $ 16,629 $ 31,741 (48) %

Other income (expense), net decreased by $15.1 million for the year ended December 31, 2025, primarily due to lower interest income earned on cash investments throughout 2025.

Income Tax Expense (Benefit)

Year Ended December 31,

thousands except percentages 2024 2023 Inc/

thousands except percentages 2025 2024 Inc/(Dec)

Income (loss) before income taxes $ 1,227,541 $ 1,629,363 (25) %

Income tax expense (benefit) 18,111 4,385 NM

Income tax expense (benefit) 15,086 18,111 (17) %

Effective tax rate 1 % 1 % — %

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However, income apportionable to Texas is subject to Texas margin tax.

For the year ended December 31, 2024, the variance from the federal statutory rate was primarily impacted by a state margin tax rate increase associated with no longer being included in Occidental’s affiliated group tax return beginning in September 2024 due to Occidental’s sale of 19.5 million WES common units in August 2024 and the resulting decrease in WES ownership, inclusive of its ownership in WES Operating.

Income tax expense decreased by $3.0 million for the year ended December 31, 2025, primarily due to Texas margin tax liability and federal income tax on activities operated through corporate entities.

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 8—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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Adjusted EBITDA.

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

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

We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions.

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The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities.

Our non - GAAP financial measures of Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should not be considered as alternatives to the GAAP measures of gross margin, net income (loss), net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP.

Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow have important limitations as analytical tools because they exclude some, but not all, items that affect gross margin, net income (loss), and net cash provided by operating activities.

Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Our definitions of Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.

Management compensates for the limitations of Adjusted Gross Margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision - making processes.

Our non - GAAP financial measures (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.

Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, and incorporating this knowledge into its decision - making processes.

We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.

The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non - GAAP financial measure of Adjusted Gross Margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non - GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non - GAAP financial measure of Free Cash Flow:

The following tables present reconciliations of the GAAP measure to our non-GAAP measures:

Year Ended December 31,

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Adjusted Gross Margin attributable to noncontrolling interests 83,681 80,509

80,509 70,195

Adjusted Gross Margin

$ 3,549,557 $ 3,376,793

_________________________________________________________________________________________

(1) Includes (i) the 25% third - party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted Gross Margin for natural-gas assets, per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets, and per-Bbl Adjusted Gross Margin for produced-water assets .

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Depreciation and amortization 710,778 650,428

Impairments 6,206 52,884

Long-lived asset and other impairments 14,760 6,206

Other expense 303 248

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Other income 16,629 31,741

Items impacting comparability

Acquisition-related expenses (1)

Adjusted EBITDA attributable to noncontrolling interests 58,141 54,650

54,650 48,345

Adjusted EBITDA (2)

$ 2,480,782 $ 2,344,038

Reconciliation of Net cash provided by operating activities to Adjusted EBITDA

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Accretion and amortization of long-term obligations, net (6,945) (9,238)

(9,238) (8,151)

Current income tax expense (benefit) 11,142 3,900

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Other items, net (174,290) (175,189)

Acquisition-related expenses (1)

Adjusted EBITDA attributable to noncontrolling interests (58,141) (54,650)

(54,650) (48,345)

Adjusted EBITDA (2)

$ 2,480,782 $ 2,344,038

Cash flow information

Net cash provided by operating activities $ 2,222,625 $ 2,136,860

Net cash provided by (used in) investing activities

(39,168) (1,607,291)

Net cash provided by (used in) financing activities (1,280,015) (67,912)

Net cash used in investing activities (1,085,206) (39,168)

Net cash used in financing activities (1,408,392) (1,280,015)

_________________________________________________________________________________________

(1) Acquisition-related expenses include (i) $97.3 million of severance costs and (ii) $15.9 million of third-party consulting and legal fees.

Non-cash equity-based compensation expense for the year ended December 31, 2025, includes $7.3 million in acquisition-related severance costs.

(2) Includes non-cash revenue of $(14.0) million and $39.7 million for the years ended December 31, 2025 and 2024, respectively.

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.

Year Ended December 31,

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Capital expenditures 727,991 833,856

Contributions to equity investments – related parties 9,690 1,153

Contributions to equity investments (including capitalized interest) — 9,690

Distributions from equity investments in excess of cumulative earnings — related parties 31,391 30,850

Free Cash Flow $ 1,526,025 $ 1,324,164

$ 1,324,164 $ 964,205

Cash flow information

Net cash provided by operating activities $ 2,222,625 $ 2,136,860

Net cash provided by (used in) investing activities

(39,168) (1,607,291)

Net cash provided by (used in) financing activities (1,280,015) (67,912)

Net cash used in investing activities (1,085,206) (39,168)

Net cash used in financing activities (1,408,392) (1,280,015)

Gross margin.

Refer to Operating Results within this Item 7 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenue s, Product Sales , Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).

Gross margin increased by $441.3 million for the year ended December 31, 2024, primarily due to a $498.7 million increase in total revenues and other.

This increase was offset partially by (i) a $49.8 million increase in depreciation and amortization and (ii) a $7.7 million increase in cost of product.

Refer to Operating Results within this Item 7 for a discussion of the components of Gross margin as compared to the prior periods, including Revenue s, Cost of Product (Natural-gas purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).

Gross margin increased by $143.1 million for the year ended December 31, 2025, primarily due to a $238.2 million increase in total revenues and other, partially offset by a $60.4 million increase in depreciation and amortization.

Net income (loss).

Refer to Operating Results within this Item 7 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) increased by $563.2 million for the year ended December 31, 2024, primarily due to (i) a $498.7 million increase in total revenues and other and (ii) a $306.9 million increase in gain (loss) on divestiture and other, net.

These amounts were offset partially by (i) a $173.9 million increase in total operating expenses, (ii) a $40.6 million decrease in equity income, net – related parties, and (iii) a $30.3 million increase in interest expense.

Net income (loss) decreased by $398.8 million for the year ended December 31, 2025, primarily due to (i) a $307.9 million decrease in gain (loss) on divestiture and other, net and (ii) a $273.0 million increase in total operating expenses.

These amounts were offset partially by a $238.2 million increase in total revenues and other.

Net cash provided by operating activities.

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Year Ended December 31,

thousands except percentages and per-unit amounts 2024 2023 Inc/

thousands except percentages and per-unit amounts 2025 2024 Inc/(Dec)

Adjusted Gross Margin

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1,526,025 1,324,164 15 %

_________________________________________________________________________________________

(1) Average for period.

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Adjusted Gross Margin.

Adjusted Gross Margin increased by $412.9 million for the year ended December 31, 2024, primarily due to (i) increased throughput and a higher average fee resulting from cost-of-service rate redeterminations effective January 1, 2024, at the West Texas complex, DBM water systems, and DBM oil system, (ii) increased throughput at the Powder River Basin complex attributable to the acquisition of Meritage, and (iii) increased throughput at the DJ Basin complex.

These increases were offset partially by (i) the sale of our interests in the Marcellus Interest systems, Mont Belvieu JV, and Saddlehorn during 2024, (ii) decreased distributions from TEP, (iii) decreased revenues associated with demand volumes and a lower cumulative catch-up adjustment for changes in estimated consideration in 2024 compared to 2023 at the Springfield system, partially offset by increased throughput and higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (iv) decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023, partially offset by increased throughput.

Per - Mcf Adjusted Gross Margin for natural - gas assets increased by $0.02 for the year ended December 31, 2024, primarily due to (i) increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, and (ii) increased throughput at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets.

Per - Bbl Adjusted Gross Margin for crude - oil and NGLs assets increased by $0.46 for the year ended December 31, 2024, primarily due to (i) the sale of our interests in Whitethorn LLC, Mont Belvieu JV, and Saddlehorn in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets, and (ii) increased throughput at the DBM oil system, which has a higher-than-average per-Mcf margin as compared to our other crude-oil and NGLs assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024.

These increases were offset partially by (i) decreased revenues associated with demand volumes and lower cumulative catch-up adjustments for changes in estimated consideration in 2024 compared to 2023 at the DJ Basin oil and Springfield systems, partially offset by higher average fees resulting from cost-of-service rate redeterminations effective January 1, 2024, and (ii) decreased distributions at TEP.

Per - Bbl Adjusted Gross Margin for produced - water assets increased by $0.13 for the year ended December 31, 2024, primarily due to higher throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024.

Adjusted Gross Margin increased by $172.8 million for the year ended December 31, 2025, primarily due to (i) the acquisition of Aris and increased throughput at the DBM water systems and (ii) increased throughput at the West Texas complex and DBM oil system.

These increases were offset partially by (i) lower annual cumulative catch-up adjustments for cost-of-service changes in estimated consideration in 2025 compared to 2024 and decreased throughput at the Springfield gas-gathering system, (ii) the sale of our interests in the Marcellus Interest systems, Saddlehorn, and Mont Belvieu JV during 2024, (iii) lower annual cumulative catch-up adjustments for cost-of-service changes in estimated consideration in 2025 compared to 2024, partially offset by increased throughput at the DJ Basin oil system, and (iv) decreased throughput at the Granger complex.

Per - Mcf Adjusted gross margin for natural - gas assets was unchanged for the year ended December 31, 2025, primarily due to increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, offset by lower average prices at the DJ Basin complex.

Per - Bbl Adjusted gross margin for crude - oil and NGLs assets increased by $0.07 for the year ended December 31, 2025, primarily due to (i) increased throughput at the DBM oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets, (ii) lower throughput at TEP and FRP, which have lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets, and (iii) the sale of our interest in Whitethorn LLC which had a lower-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets.

These increases were offset partially by decreased revenues associated with lower annual cumulative catch-up adjustments for cost-of-service changes at the DJ Basin oil and Springfield oil-gathering systems that increased revenues in the fourth quarter of 2024 and decreased revenues in the fourth quarter of 2025.

Per - Bbl Adjusted Gross Margin for produced - water assets decreased by $0.07 for the year ended December 31, 2025, primarily due to the acquisition of Aris.

Adjusted EBITDA.

Adjusted EBITDA increased by $136.7 million for the year ended December 31, 2025, primarily due to a $238.2 million increase in total revenues and other.

This was offset partially by (i) a $118.0 million increase in operation and maintenance expenses, (ii) a $52.0 million decrease in distributions from equity investments, (iii) a $32.9 million increase in general and administrative expenses excluding non - cash equity - based compensation expense, (iv) a $7.8 million increase in cost of product (net of lower of cost or market inventory adjustments), and (v) a $6.2 million increase in property and other taxes.

This amount was offset partially by (i) a $35.3 million increase in operation and maintenance expenses, (ii) a $34.7 million increase in cost of product (net of lower of cost or market inventory adjustments), (iii) a $19.9 million decrease in distributions from equity investments, and (iv) a $6.7 million increase in property taxes.

Free Cash Flow.

Free Cash Flow increased by $360.0 million for the year ended December 31, 2024, primarily due to a $475.5 million increase in net cash provided by operating activities, partially offset by (i) a $98.8 million increase in capital expenditures, (ii) an $8.5 million increase in contributions to equity investments, and (iii) an $8.3 million decrease in distributions from equity investments in excess of cumulative earnings.

Free Cash Flow increased by $201.9 million for the year ended December 31, 2025, primarily due to (i) a $105.9 million decrease in capital expenditures, (ii) an $85.8 million increase in net cash provided by operating activities, and (iii) a $9.7 million decrease in contributions to equity investments.

See Capital Expenditures and Historical Cash Flow within this Item 7 for further information.

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Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account.

The New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude - oil daily settlement prices during 2023 ranged from a low of $66.74 per barrel in March 2023 to a high of $93.68 per barrel in September 2023, and prices during the year ended December 31, 2024, ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024.

The Waha Hub natural-gas price during 2023 ranged from a low of ($3.8400) per MMBtu in January 2023 to a high of $3.2750 per MMBtu in January 2023, and prices during the year ended December 31, 2024, ranged from a low of ($6.2250) per MMBtu in August 2024 to a high of $8.2650 per MMBtu in January 2024.

The New York Mercantile Exchange West Texas Intermediate crude - oil daily settlement prices during 2024 ranged from a low of $65.75 per barrel in September 2024 to a high of $86.91 per barrel in April 2024, and prices during the year ended December 31, 2025, ranged from a low of $ 55.27 per barrel in December 2025 to a high o f $80.04 per barrel in January 2025.

The Waha Hub natural-gas prices during 2024 ranged from a low of ($6.23) per MMBtu in August 2024 to a high of $8.27 per MMBtu in January 2024, and prices during the year ended December 31, 2025, ranged from a low of ($8.82) per MMBtu in October 2025 to a high of $ 7.50 per MMBtu in January 2025.

The extent and duration of commodity - price volatility, and the associated direct and indirect impact on our business, cannot be predicted.

To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.

Additionally, even when the commodity-price environments are favorable, our customers must manage numerous operational challenges, including severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and the ability to optimize the efficiency and results of large, complex drilling programs.

Our producers’ ability to mitigate or manage such challenges can have a significant impact on the volumes available for us to service in the short term.

Additionally, even in favorable commodity-price environments, our customers face operational challenges such as severe weather disruptions, oil and gas takeaway constraints, produced water recycling and disposal limitations, seismicity concerns, new regulatory requirements, and optimizing large, complex drilling programs.

Our producers’ ability to mitigate or manage such challenges can significantly impact the volumes available for us to service in the short term.

For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

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For examples of proposed regulations or other regulatory initiatives that could have a potentially material impact on us, see the Environmental Matters and Occupational Health and Safety Regulations section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K.

Impact of inflation.

Although somewhat abated during 2024, the U.S.

economy has recently experienced significant inflation relative to historical precedent.

Inflation has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, which has increased 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.

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

Although we cannot predict any future inflation trends or the impact of current or future import tariffs, higher operating and capital costs could materially and negatively impact our financial results.

Impact of inflation and tariffs.

High inflation in the U.S.

has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, raising operating costs and capital expenditures.

Additionally, the Trump administration has imposed significant import tariffs, including on imports of steel and aluminum, and may impose further tariffs on other U.S.

trading partners.

These tariffs could substantially increase our operating and capital costs.

While future inflation and tariff impacts are uncertain, higher operating and capital costs could materially and negatively affect financial results.

To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.

Impact of interest rates.

Short- and long-term interest rates can be volatile, resulting in immediate changes to interest expense on RCF borrowings and commercial paper borrowings.

Any future increases in interest rates likely will result in additional increases in financing costs.

Interest rates can be volatile, affecting our interest expense on RCF and commercial paper borrowings.

Future increased interest rates would likely result in additional increases in financing costs.

As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates.

Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest-rate environment could have an adverse impact on our unit price and our ability to issue additional equity or increase the cost of issuing equity, to make acquisitions, to reduce debt, or for other purposes.

Therefore, changes in interest rates may affect investor yield requirements.

A rising interest-rate environment could have an adverse impact on our unit price and ability to issue equity to make acquisitions, to reduce debt, or for other purposes.

However, we expect our cost of capital to remain competitive, as our peers face similar interest-rate dynamics.

Acquisition opportunities.

We may pursue certain asset acquisitions where such acquisitions complement our existing asset base or allow us to capture operational efficiencies.

However, if we do not make additional acquisitions on an economically accretive basis, our future growth could be limited.

LIQUIDITY AND CAPITAL RESOURCES

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The amount of future distributions to unitholders will be determined by the Board on a quarterly basis.

Under our partnership agreement, we distribute all of our available cash (beyond proper reserves as defined in our partnership agreement) within 55 days following each quarter’s end.

Our cash flow and resulting ability to make cash distributions are dependent on our ability to generate cash flow from operations.

Generally, our available cash is our cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves, and cash on hand resulting from working capital borrowings made after the end of the quarter.

The general partner establishes cash reserves to provide for the proper conduct of our business, including (i) to fund future capital expenditures, (ii) to comply with applicable laws, debt instruments, or other agreements, or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters.

We distribute all our available cash, as defined in our partnership agreement, within 55 days following each quarter’s end.

The Board declared a cash distribution to unitholders for the fourth quarter of 2025 of $0.910 per unit, or $379.7 million in the aggregate.

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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.

For the year ended December 31, 2025, capital expenditures are expected to range between $625.0 million to $775.0 million (accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta).

The program does not obligate us to acquire any common units, and the program may be suspended or discontinued at our discretion without prior notice.

For the year ended December 31, 2026, capital expenditures are expected to range between $850.0 million to $1.0 billion (accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta).

Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives.

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As of December 31, 2025, we had a $420.5 million working capital surplus, which we define as the amount by which current assets exceed current liabilities.

As of December 31, 2024, there was $2.0 billion in effective borrowing capacity under the RCF.

The effective borrowing capacity under the RCF was $2.0 billion as of December 31, 2025.

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

See Note 11—Selected Components of Working Capital and Note 13—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

See Note 11—Selected Components of Working Capital and Note 13—Debt in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Capital expenditures .

Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure.

Capital expenditures include maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, and expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels.

Capital expenditures include (i) maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, such as to replace system components and equipment that have been subject to significant use over time, become obsolete or reached the end of their useful lives, or to remain in compliance with regulatory or legal requirements, and (ii) expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels.

Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made.

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(1) The years ended December 31, 2024 and 2023, included $15.2 million and $13.6 million, respectively, of capitalized interest.

Acquisitions for the year ended December 31, 2023, included the acquisition of Meritage.

(1) For the years ended December 31, 2025 and 2024, included $10.2 million and $15.2 million, respectively, of capitalized interest.

Acquisitions for the year ended December 31, 2025, included the acquisition of Aris.

See Items Affecting the Comparability of Our Financial Results within this Item 7.

Capital expenditures increased by $98.8 million for the year ended December 31, 2024, primarily due to increases of (i) $88.3 million at the West Texas complex, primarily attributable to engineering, equipment, and construction milestone payments for the North Loving Plant, (ii) $28.2 million at the Powder River Basin complex primarily attributable to the acquisition of Meritage, (iii) $24.2 million at the DBM water systems due to increased construction of certain water - disposal wells, equipment, facilities, and well-connect projects, and (iv) $8.2 million at the Chipeta complex primarily related to expansion projects.

These increases were offset partially by a decrease of $58.3 million at the DBM oil system related to a decrease in pipeline, oil treating, and oil pumping projects.

Capital expenditures decreased by $105.9 million for the year ended December 31, 2025, primarily due to decreases of (i) $216.8 million at the West Texas complex, primarily attributable to construction costs incurred in 2024 associated with the North Loving plant that was completed in the first quarter of 2025 and (ii) $23.3 million at the DBM water systems due to decreased construction of certain water - disposal wells, equipment, facilities, and well-connect projects.

These decreases were offset partially by increases of (i) $63.5 million at the Powder River Basin complex primarily attributable to an increase in construction of facilities and well-connect projects and (ii) $25.5 million at the DBM oil system related to an increase in pipeline, oil pumping, and electrical distribution projects.

Historical cash flow .

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Operating activities .

Net cash provided by operating activities increased for the year ended December 31, 2024, primarily due to higher cash operating income and the impact of changes in assets and liabilities, including cash received on certain contracts for which revenue recognition is deferred (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).

Net cash provided by operating activities increased for the year ended December 31, 2025, primarily due to the impact of changes in assets and liabilities, including cash received on certain contracts for which revenue recognition is deferred (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) and higher cash operating income.

These increases were offset partially by lower distributions from equity-investment earnings and higher interest expense.

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Investing activities .

Net cash used in investing activities for the year ended December 31, 2024, primarily included the following:

• $833.9 million of capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system;

• $18.3 million of increases to materials and supplies inventory and other;

• $582.7 million of proceeds related to the sale of several equity investments to third parties;

• $206.2 million of proceeds related to the sale of our 33.75% interest in the Marcellus Interest systems to a third party;

• $30.9 million of distributions received from equity investments in excess of cumulative earnings.

Net cash used in investing activities for the year ended December 31, 2023, primarily included the following:

• $877.7 million of cash paid, net of cash received, for the acquisition of Meritage;

• $735.1 million of capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, and DBM oil system;

• $32.3 million of increases to materials and supplies inventory and other;

• $39.1 million of distributions received from equity investments in excess of cumulative earnings.

Net cash used in investing activities for the year ended December 31, 2025, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, Powder River Basin complex, DJ Basin complex, DBM oil system, Chipeta complex, and DJ Basin oil system, (ii) cash paid, net of cash received for the acquisition of Aris, and (iii) distributions received from equity investments in excess of cumulative earnings.

Net cash used in investing activities for the year ended December 31, 2024, primarily included (i) capital expenditures, primarily related to expansion, construction, and asset - integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system, (ii) increases to materials and supplies inventory and other, (iii) proceeds related to the sale of several equity investments to third parties, (iv) proceeds related to the sale of our 33.75% interest in the Marcellus Interest systems to a third party, and (v) distributions received from equity investments in excess of cumulative earnings.

Financing activities .

Net cash used in financing activities for the year ended December 31, 2024, primarily included the following:

• $1,275.9 million of distributions paid to WES unitholders and noncontrolling interest owners;

• $610.3 million of net repayments under the commercial paper program;

• $143.9 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases;

• $790.3 million of net proceeds from the 5.450% Senior Notes due 2034 issued in August 2024, which will be used to repay a portion of the maturing 3.100% Senior Notes due 2025 and 3.950% Senior Notes due 2025 and for general partnership purposes, including the funding of capital expenditures.

Net cash used in financing activities for the year ended December 31, 2023, primarily included the following:

• $1,495.0 million of repayments of outstanding borrowings under the RCF;

• $1,008.9 million of distributions paid to WES unitholders and noncontrolling interest owners;

• $259.8 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases;

• $213.1 million to redeem the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value;

• $134.6 million of unit repurchases;

• $1,120.0 million of borrowings under the RCF, which were used for general partnership purposes;

• $740.6 million of net proceeds from the 6.150% Senior Notes due 2033 issued in April 2023, which were used to repay borrowings under the RCF and for general partnership purposes;

• $609.9 million of net borrowings under the commercial paper program, which were used for general partnership purposes;

• $592.8 million of net proceeds from the 6.350% Senior Notes due 2029 issued in September 2023, which were used to fund a portion of the aggregate purchase price for the Meritage acquisition, to pay related costs and expenses, and for general partnership purposes.

Net cash used in financing activities for the year ended December 31, 2025, primarily included (i) distributions paid to WES unitholders and noncontrolling interest owners, (ii) repayment of the total principal amount outstanding of the 3.950% Senior Notes due 2025 and 3.100% Senior Notes due 2025 at par value, and (iii) proceeds from the 5.500% Senior Notes due 2035 and 4.800% Senior Notes due 2031 issued in December 2025.

Net cash used in financing activities for the year ended December 31, 2024, primarily included (i) distributions paid to WES unitholders and noncontrolling interest owners, (ii) net repayments under the commercial paper program, (iii) retiring portions of certain of WES Operating’s senior notes via open-market repurchases, and (iv) proceeds from the 5.450% Senior Notes due 2034 issued in August 2024.

Debt and credit facilities.

As of December 31, 2024, the carrying value of outstanding debt was $7.9 billion and we have estimated future interest and RCF fee payments totaling $385.1 million in 2025.

In addition, we have $1.0 billion senior note borrowings due within the next year and, as of December 31, 2024, have $2.0 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF.

As of December 31, 2025, (i) the carrying value of outstanding debt was $8.6 billion, (ii) the estimated future interest and RCF fee payments total $459.8 million in 2026, (iii) the 4.650% Senior Notes due 2026 are classified as short-term debt on the consolidated balance sheet, and (iv) the effective borrowing capacity under WES Operating’s $2.0 billion RCF is $2.0 billion.

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

During the year ended December 31, 2024, WES Operating (i) completed the public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034, (ii) purchased and retired $150.0 million of certain of its senior notes via open-market repurchases with cash from operations, and (iii) entered into an amendment to the RCF to exercise an option to extend the maturity date of the RCF from April 2028 to April 2029, for each extending lender.

As of December 31, 2024, the 3.100% Senior Notes due 2025 and 3.950% Senior Notes due 2025 were classified as short-term debt on the consolidated balance sheet.

Subsequent to December 31, 2024, WES Operating retired the 3.100% Senior Notes due 2025 on the maturity date of February 3, 2025.

For additional information on our senior notes, RCF, and commercial paper program, see Note 13—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Finance lease liabilities.

During the year ended December 31, 2025, WES Operating (i) completed the public offerings of $600.0 million in aggregate principal amount of 4.800% Senior Notes due 2031 and $600.0 million in aggregate principal amount of 5.500% Senior Notes due 2035, (ii) assumed $500.0 million in aggregate principal amount of 7.250% Senior Notes due 2030 in connection with the Aris acquisition (see Acquisitions and Divestitures within Items 1 and 2 of this Form 10-K ) , (iii) retired the 3.950% Senior Notes due 2025 on the maturity date of June 1, 2025, for $336.8 million, and (iv) retired the 3.100% Senior Notes due 2025 on the maturity date of February 3, 2025, for $663.8 million.

WES Operating repaid the 3.950% Senior Notes due 2025 and 3.100% Senior Notes due 2025 with cash on hand, including proceeds received from the 2024 public offering of $800.0 million in aggregate principal amount of 5.450% Senior Notes due 2034.

For additional information on our senior notes, RCF, and commercial paper program, see Note 13—Debt in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Finance leases.

We have finance leases with third parties for equipment, vehicles, and an NGLs pipeline in Wyoming.

As of December 31, 2025, we have future finance-lease payments of $8.8 million in 2026, and a total of $14.1 million in years thereafter.

See Note 14—Leases in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Asset retirement obligations.

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Offload commitments.

We have offload agreements with third parties providing firm-processing capacity through 2025.

As of December 31, 2024, we have future minimum payments under offload agreements totaling $3.4 million for 2025.

We have offload agreements with third parties providing natural-gas firm-processing capacity through 2028 and produced-water disposal capacity through 2036.

As of December 31, 2025, we have future minimum payments under offload agreements totaling $19.6 million for 2026, and a total of $312.8 million in years thereafter.

Pipeline commitments.

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Credit risk .

We bear credit risk through exposure to non - payment or non - performance by our counterparties, including Occidental, financial institutions, customers, and other parties.

Generally, non - payment or non - performance results from a customer’s inability to satisfy payables to us for services rendered, minimum - volume - commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements.

We bear credit risk through exposure to non - payment or non - performance by our counterparties (e.g., Occidental and other customers, financial institutions, and other parties), including risks from a customer’s inability to satisfy payables to us for services rendered, minimum - volume - commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements.

We examine and monitor the creditworthiness of customers and may establish credit limits for customers.

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(1) Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES.

A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented.

(2) Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

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

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

WES Operating distributions.

WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders in proportion to their share of limited partner interests in WES Operating.

WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders according to the terms of its limited partnership agreement.

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

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Impairments of equity investments.

Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting.

Management assesses its equity investments for impairment whenever events or changes in circumstances indicate their carrying amount may have experienced a decline in value that is other than temporary.

Management assesses its equity investments for impairment when events or changes in circumstances indicate their carrying amount may have experienced a decline in value that is other than temporary.

When evidence of an other-than-temporary loss in value has occurred, management compares the estimated fair value of the investment to the carrying amount of the investment to determine whether the investment has been impaired.

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See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Fair value estimates in business combination accounting.

Business combination accounting requires that assets and liabilities be recorded at their estimated fair value in connection with the initial recognition of the transaction.

Estimating the fair value of assets and liabilities in connection with business combination accounting requires management to make estimates, assumptions and judgments, and, in some cases, management may also utilize third-party specialists to assist and advise on those estimates.

In order to estimate the fair value of acquired assets and assumed liabilities, we utilize widely accepted valuation techniques that include market and discounted cash flow approaches.

These approaches utilize assumptions that include, but are not limited to, estimated future cash flows, discount rates applied to estimated future cash flows, and estimated asset replacement costs.

While we believe we have made reasonable assumptions to estimate the fair value, these assumptions are inherently uncertain.

The acquisition-date fair value recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

RECENT ACCOUNTING DEVELOPMENTS

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

See Note 1—Summary of Significant Accounting Policies and Basis of Presentation and Note 8—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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 7. Management’s Discussion and Analysis