What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-26 · 304 added, 325 removed, 1370 unchanged (31% of the section changed)

32 unchanged sentences

Reportable Segment

Subsequent Event

MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

6 unchanged sentences

Based on our assessment using the COSO criteria, we concluded the Partnership’s and WES Operating’s internal control over financial reporting was effective as of December 31, 2025.

The Partnership acquired Aris Water Solutions, Inc.

during 2025 and management excluded from its assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025, Aris Water Solutions, Inc.’s internal control over financial reporting associated with total assets of $2.3 billion and total revenues of $116.4 million included in the consolidated financial statements of Western Midstream Partners, LP and subsidiaries as of and for the year ended December 31, 2025.

KPMG LLP, the Partnership’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025.

42 unchanged sentences

Evaluation of potential impairment indicators for long-lived assets

As discussed in Notes 1, 9, and 10 to the consolidated financial statements, the Partnership assesses property, plant, and equipment together with any associated materials and supplies inventory and intangible assets (collectively, long-lived assets) for impairment when events or changes in circumstances indicate their carrying values may not

be recoverable.

Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset.

22 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2025 and 2024, the related consolidated statements of operations, equity and partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 18, 2026 expressed an unqualified opinion on those consolidated financial statements.

The Partnership acquired Aris Water Solutions, Inc.

during 2025, and management excluded from its assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025, Aris Water Solutions, Inc.’s internal control over financial reporting associated with total assets of $2.3 billion and total revenues of $116.4 million included in the consolidated financial statements of the Partnership as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Partnership also excluded an evaluation of the internal control over financial reporting of Aris Water Solutions, Inc.

Basis for Opinion

21 unchanged sentences

thousands except per-unit amounts 2025 2024 2023

2024 2023 2022

Revenues and other

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(1) Total revenues and other includes related - party amounts of $ 2.3 billion, $ 2.2 billion, and $ 1.8 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

(2) See Note 7 and Note 9 .

(2) Total operating expenses includes related - party amounts of $ 12.1 million, $( 56.5 ) million, and $( 68.0 ) million for the years ended December 31, 2025, 2024, and 2023, respectively, all primarily related to changes in imbalance positions.

17 unchanged sentences

Other assets 348,697 387,028

387,028 233,455

Total assets (1)

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________________________________________________________________________________________

(1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of December 31, 2024 and 2023, respectively.

Other assets also includes $ 110.3 million and $ 96.3 million of materials and supplies inventory as of December 31, 2024 and 2023, respectively .

(2) Total assets includes related - party amounts of $ 991.1 million and $ 1.3 billion as of December 31, 2024 and 2023, respectively, which includes related - party Accounts receivable, net of $ 401.3 million and $ 358.1 million as of December 31, 2024 and 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 529.7 million and $ 378.8 million as of December 31, 2024 and 2023, respectively.

(1) Total assets includes related - party amounts of $ 946.4 million and $ 991.1 million as of December 31, 2025 and 2024, respectively, which includes related - party Accounts receivable, net of $ 407.9 million and $ 401.3 million as of December 31, 2025 and 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 666.9 million and $ 529.7 million as of December 31, 2025 and 2024, respectively, which includes related-party Accounts and imbalance payables of $ 20.6 million as of December 31, 2025 and 2024.

See accompanying Notes to Consolidated Financial Statements.

13 unchanged sentences

( 134,602 ) — — ( 134,602 )

Contributions of equity - based compensation from Occidental

2,277 — — 2,277

Equity - based compensation expense

32,005 — — 32,005

Net contributions from (distributions to) related parties 1,423 — — 1,423

Other ( 15,474 ) — — ( 15,474 )

4 unchanged sentences

Distributions to Partnership unitholders ( 1,217,075 ) ( 28,994 ) — ( 1,246,069 )

Unit repurchases (1)

( 134,602 ) — — ( 134,602 )

Equity - based compensation expense

3 unchanged sentences

Net income (loss) 1,154,498 26,485 31,472 1,212,455

Acquisition-related issuance of units 1,005,017 — — 1,005,017

Distributions to Chipeta noncontrolling interest owner — — ( 2,095 ) ( 2,095 )

Distributions to noncontrolling interest owner of WES Operating — — ( 29,534 ) ( 29,534 )

Distributions to Partnership unitholders ( 1,217,075 ) ( 28,994 ) — ( 1,246,069 )

Distribution to Partnership unitholders ( 1,398,360 ) ( 32,664 ) — ( 1,431,024 )

Equity-based compensation expense 50,803 — — 50,803

37,994 — — 37,994

Other ( 20,154 ) — 2,484 ( 17,670 )

31 unchanged sentences

Capital expenditures ( 727,991 ) ( 833,856 ) ( 735,080 )

( 833,856 ) ( 735,080 ) ( 487,228 )

Acquisitions from third parties ( 368,638 ) ( 443 ) ( 877,746 )

1 unchanged sentence

Distributions from equity investments in excess of cumulative earnings – related parties 31,391 30,850 39,104

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

Proceeds from the sale of assets to third parties 162 792,255 ( 87 )

(Increase) decrease in materials and supplies inventory and other ( 20,130 ) ( 18,284 ) ( 32,329 )

Net cash provided by (used in) investing activities

( 39,168 ) ( 1,607,291 ) ( 218,237 )

Net cash used in investing activities ( 1,085,206 ) ( 39,168 ) ( 1,607,291 )

Cash flows from financing activities

2 unchanged sentences

Commercial paper borrowings (repayments), net — ( 610,313 ) 609,916

( 610,313 ) 609,916 —

Increase (decrease) in outstanding checks ( 7,973 ) ( 5,622 ) 3,516

3 unchanged sentences

Distributions to noncontrolling interest owner of WES Operating ( 29,534 ) ( 25,450 ) ( 22,850 )

Net contributions from (distributions to) related parties — — 1,423

Unit repurchases — — ( 134,602 )

— ( 134,602 ) ( 487,590 )

Other ( 41,465 ) ( 33,381 ) ( 18,626 )

Net cash provided by (used in) financing activities ( 1,280,015 ) ( 67,912 ) ( 1,398,532 )

Net cash used in financing activities ( 1,408,392 ) ( 1,280,015 ) ( 67,912 )

Net increase (decrease) in cash and cash equivalents ( 270,973 ) 817,677 ( 13,869 )

3 unchanged sentences

Interest paid, net of capitalized interest $ 380,978 $ 360,847 $ 326,948

Income taxes paid (reimbursements received) 2,225 4,131 912

Accrued capital expenditures 79,710 64,084 99,610

Income taxes paid (reimbursements received) 3,107 2,225 4,131

Acquisition-related issuance of common units 1,005,017 — —

Asset retirement cost additions and revisions, net 40,602 9,738 58,668

_________________________________________________________________________________________

29 unchanged sentences

Evaluation of potential impairment indicators for long-lived assets

As discussed in Notes 1, 9, and 10 to the consolidated financial statements, WES Operating assesses property, plant, and equipment together with any associated materials and supplies inventory and intangible assets (collectively, long-lived assets) for impairment when events or changes in circumstances indicate their carrying

values may not be recoverable.

Impairments exist when the carrying value of a long-lived asset exceeds the total estimated undiscounted net cash flows from the future use and eventual disposition of the asset.

32 unchanged sentences

Long-lived asset and other impairments 14,760 6,206 52,884

6,206 52,884 20,585

Total operating expenses (2)

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(1) Total revenues and other includes related - party amounts of $ 2.3 billion, $ 2.2 billion, and $ 1.8 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

(2) See Note 7 and Note 9 .

(2) Total operating expenses includes related - party amounts of $ 16.3 million, $( 52.7 ) million, and $( 64.7 ) million for the years ended December 31, 2025, 2024, and 2023, respectively, all primarily related to changes in imbalance positions.

16 unchanged sentences

Other assets 345,529 383,808

383,808 231,644

Total assets (1)

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Equity and partners’ capital

Common units ( 318,675,578 units issued and outstanding at December 31, 2024 and 2023)

Common units ( 403,205,667 and 318,675,578 units issued and outstanding at December 31, 2025 and 2024, respectively)

3,347,576 3,399,650

Preferred units ( 21,965,846 and zero units issued and outstanding at December 31, 2025 and 2024, respectively)

Total partners’ capital 4,216,554 3,399,650

3 unchanged sentences

_________________________________________________________________________________________

(1) Other assets includes $ 5.5 million and $ 5.7 million of NGLs line - fill inventory as of December 31, 2024 and 2023, respectively.

Other assets also includes $ 110.3 million and $ 96.3 million of materials and supplies inventory as of December 31, 2024 and 2023, respectively.

(2) Total assets includes related - party amounts of $ 987.4 million and $ 1.3 billion as of December 31, 2024 and 2023, respectively, which includes related - party Accounts receivable, net of $ 401.3 million and $ 358.1 million as of December 31, 2024 and 2023, respectively.

(3) Total liabilities includes related - party amounts of $ 555.9 million and $ 409.5 million as of December 31, 2024 and 2023, respectively.

(1) Total assets includes related - party amounts of $ 943.2 million and $ 987.4 million as of December 31, 2025 and 2024, respectively, which includes related - party Accounts receivable, net of $ 407.9 million and $ 401.3 million as of December 31, 2025 and 2024, respectively.

(2) Total liabilities includes related - party amounts of $ 722.3 million and $ 555.9 million as of December 31, 2025 and 2024, respectively, which includes related-party Accounts and imbalance payables of $ 76.0 million and $ 46.8 million as of December 31, 2025 and 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

thousands Common

Units Noncontrolling

Units Preferred Units Noncontrolling

Interests Total

Balance at December 31, 2022 $ 3,092,012 $ — $ 28,095 $ 3,120,107

2 unchanged sentences

Distributions to WES Operating unitholders ( 1,142,217 ) — — ( 1,142,217 )

Contributions of equity - based compensation from Occidental

2,277 — 2,277

Contributions of equity-based compensation from WES 31,424 — — 31,424

24,936 — 24,936

Net contributions from (distributions to) related parties 1,423 — 1,423

Balance at December 31, 2023 $ 3,027,031 $ — $ 25,323 $ 3,052,354

3 unchanged sentences

Contributions of equity-based compensation from WES 37,413 — — 37,413

31,424 — 31,424

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

$ 3,027,031 $ 25,323 $ 3,052,354

Net income (loss) 1,192,967 14,946 7,637 1,215,550

Acquisition-related issuance of units 170,268 854,032 — 1,024,300

Distributions to Chipeta noncontrolling interest owner — — ( 2,095 ) ( 2,095 )

1 unchanged sentence

Contributions of equity-based compensation from WES 50,195 — — 50,195

37,413 — 37,413

Other — — 2,500 2,500

Balance at December 31, 2025 $ 3,347,576 $ 868,978 $ 34,518 $ 4,251,072

$ 3,399,650 $ 26,476 $ 3,426,126

See accompanying Notes to Consolidated Financial Statements.

8 unchanged sentences

Long-lived asset and other impairments 14,760 6,206 52,884

6,206 52,884 20,585

Non-cash equity-based compensation expense 50,195 37,413 31,424

37,413 31,424 27,213

Deferred income taxes 1,210 14,211 1,044

Accretion and amortization of long-term obligations, net 6,945 9,238 8,151

9,238 8,151 7,142

Equity income, net – related parties ( 85,788 ) ( 112,385 ) ( 152,959 )

Distributions from equity-investment earnings – related parties 90,973 111,386 155,169

111,386 155,169 186,153

(Gain) loss on divestiture and other, net 11,113 ( 296,771 ) 10,102

8 unchanged sentences

Capital expenditures ( 727,991 ) ( 833,856 ) ( 735,080 )

( 833,856 ) ( 735,080 ) ( 487,228 )

Acquisitions from third parties ( 368,638 ) ( 443 ) ( 877,746 )

1 unchanged sentence

Distributions from equity investments in excess of cumulative earnings – related parties 31,391 30,850 39,104

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

Proceeds from the sale of assets to third parties 162 792,255 ( 87 )

(Increase) decrease in materials and supplies inventory and other ( 20,130 ) ( 18,284 ) ( 32,329 )

Net cash provided by (used in) investing activities

( 39,168 ) ( 1,607,291 ) ( 218,237 )

Net cash used in investing activities ( 1,085,206 ) ( 39,168 ) ( 1,607,291 )

Cash flows from financing activities

2 unchanged sentences

Commercial paper borrowings (repayments), net — ( 610,313 ) 609,916

( 610,313 ) 609,916 —

Increase (decrease) in outstanding checks ( 5,562 ) ( 5,572 ) 3,464

2 unchanged sentences

Distributions to Chipeta noncontrolling interest owner ( 2,095 ) ( 4,372 ) ( 7,641 )

Net contributions from (distributions to) related parties — — 1,423

Other ( 14,128 ) ( 6,065 ) ( 3,154 )

Net cash provided by (used in) financing activities ( 1,253,282 ) ( 58,827 ) ( 1,385,393 )

Net cash used in financing activities ( 1,383,590 ) ( 1,253,282 ) ( 58,827 )

Net increase (decrease) in cash and cash equivalents ( 276,074 ) 816,262 ( 17,917 )

3 unchanged sentences

Interest paid, net of capitalized interest $ 380,978 $ 360,847 $ 326,948

Income taxes paid (reimbursements received) 2,225 4,131 912

Accrued capital expenditures 79,710 64,084 99,610

Income taxes paid (reimbursements received) 3,107 2,225 4,131

Acquisition-related issuance of common and preferred units 1,024,300 — —

Asset retirement cost additions and revisions, net 40,602 9,738 58,668

________________________________________________________________________________________

4 unchanged sentences

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012.

Western Midstream Partners, LP (the “Partnership”) is a Delaware master limited partnership formed in September 2012.

Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets.

Western Midstream Partners, LP owns, directly and indirectly, a 98.0 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating.

As of December 31, 2025, the Partnership owns, directly and indirectly, a 98.1 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating.

In addition, Occidental owns the Partnership’s general partner and, as of December 31, 2025, a 1.9 % limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”).

See Noncontrolling interests below.

For purposes of these consolidated financial statements, the Partnership refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires.

2 unchanged sentences

“Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner.

“Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC.

Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019.

“Related parties” refers to Occidental (see Note 6 ), the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6 ).

“Anadarko” refers to Anadarko Petroleum Corporation, which became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko in 2019.

“Related parties” refers to Occidental (see Note 6 ), the Partnership’s investments accounted for under the equity method of accounting (see Note 7 ), and WES Operating for transactions with the Partnership that eliminate upon consolidation (see Note 6 ).

On October 15, 2025, the Partnership completed its previously announced acquisition of Aris Water Solutions, Inc.

(“Aris”), pursuant to the Agreement and Plan of Merger, dated as of August 6, 2025 (the “Merger Agreement”), by and among the Partnership, Aris, and certain Partnership and Aris subsidiaries.

Also, immediately following the closing of the Aris acquisition, WES Operating and Aris entered into certain post-closing restructuring transactions through which WES Operating issued preferred units to Aris in exchange for Aris’s operating subsidiaries, and WES Operating was the surviving entity in a merger with Aris Water Holdings, LLC, a subsidiary of Aris that was the issuer of its acquired outstanding senior notes (see Note 3) .

The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas;

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

and gathering and disposing of produced water.

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

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

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

As of December 31, 2025, the Partnership’s assets and investments consisted of the following:

3 unchanged sentences

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

1 unchanged sentence

Crude - oil pipelines

_________________________________________________________________________________________

(1) Includes the DBM water systems.

These assets and investments are located in Texas, New Mexico, and the Rocky Mountains (Colorado, Utah, and Wyoming).

3 unchanged sentences

Basis of presentation.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments (see table below).

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling or other financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments.

All significant intercompany transactions have been eliminated.

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Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately.

The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation.

The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the elimination of the preferred unit investment in WES Operating with the Partnership’s underlying preferred capital account (see Note 5) , (iv) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (v) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (vi) transactions between the Partnership and WES Operating that eliminate upon consolidation.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

1 unchanged sentence

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Presentation of the Partnership’s assets.

The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0 % partnership interest in WES Operating, as of December 31, 2024 (see Note 7 ).

The Partnership also owns and controls the entire non - economic general partner interest in WES Operating GP, and the Partnership’s general partner is owned by Occidental.

Use of estimates.

5 unchanged sentences

Noncontrolling interests.

The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third - party interest in Chipeta and (ii) the 2.0 % limited partner interest in WES Operating owned by an Occidental subsidiary.

The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third - party interest in Chipeta for all periods presented 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.

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

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Net changes in imbalance receivables and payables are reported in Cost of product in the consolidated statements of operations.

The cost of NGLs inventory is determined by the weighted-average cost method on a location-by-location basis.

Inventory is stated at the lower of weighted-average cost or net realizable value.

NGLs inventory is reported in Other current assets and NGLs line-fill inventory is reported in Other assets on the consolidated balance sheets.

The cost of NGLs inventory is determined by the weighted-average cost method on a location-by-location basis and is stated at the lower of weighted-average cost or net realizable value.

Materials and supplies inventory is valued at weighted-average cost, reviewed periodically for obsolescence, and assessed for impairment together with any associated property, plant, and equipment and other intangible assets.

Materials and supplies inventory is reported in Other assets on the consolidated balance sheets.

As of December 31, 2025 and 2024, Other current assets includes (i) $ 2.7 million and $ 2.5 million, respectively, of NGLs inventory and (ii) $ 10.1 million and $ 0.6 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of December 31, 2025 and 2024, Other assets includes (i) $ 3.2 million and $ 5.5 million, respectively, of NGLs line - fill inventory, and (ii) $ 131.6 million and $ 110.3 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

5 unchanged sentences

therefore, the assets acquired were initially recorded at Anadarko’s historical carrying value.

The difference between the carrying value of net assets acquired from Anadarko and the consideration paid was recorded as an adjustment to partners’ capital.

Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value.

14 unchanged sentences

Cumulative capitalized interest accrued during the year is expensed through depreciation or impairment.

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

gather, stabilize, and transport condensate, NGLs, and crude oil;

and gather and dispose of produced water in the United States.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The standard improves reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”).

This standard was adopted on December 31, 2024, using a retrospective approach with no impact to the consolidated financial statements;

however, the adoption did result in additional disclosure.

See Note 17 .

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets.

In addition, goodwill represents the allocated historical carrying value of midstream goodwill attributed to the Partnership’s assets previously acquired from Anadarko.

The Partnership had allocated goodwill on its two reporting units:

The Partnership has allocated goodwill on its two reporting units:

(i) gathering and processing and (ii) transportation.

5 unchanged sentences

See Note 10 .

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Asset retirement obligations.

17 unchanged sentences

Contracts with customers generally have initial terms ranging from 5 to 10 years.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Service revenues – fee based is recognized for fee-based contracts in the month of service based on the volumes delivered by the customer.

4 unchanged sentences

Timing differences between amounts recognized in Service revenues – fee based and the amounts billed to customers are recognized as contract assets or contract liabilities and are amortized over the related contract period.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The Partnership also receives Service revenues – fee based from contracts that have fees that require periodic rate redeterminations based on the related facility cost of service.

7 unchanged sentences

Non-cash consideration for these services is valued at the time the services are provided.

Revenue is also recognized in Product sales, along with the cost of product expense related to the sale, when the product received as non-cash consideration is sold to either Occidental or a third party.

Revenue is also recognized in Product sales, along with the cost of product expense related to the sale, when the product received as non-cash consideration is sold.

The Partnership also purchases natural-gas volumes from producers at the wellhead or from a production facility, typically at an index price, and charges the producer fees associated with the downstream gathering and processing services.

1 unchanged sentence

If the fees relate to services performed before control of the product has transferred to the Partnership, the fees are treated as Service revenues – fee based.

Product sales revenue is recognized, along with cost of product expense related to the sale, when the purchased product is sold to either Occidental or a third party.

Product sales revenue is recognized, along with cost of product expense related to the sale, when the purchased product is sold.

The Partnership receives aid-in-construction reimbursements for certain capital costs necessary to provide services to customers (i.e., connection costs.) under certain service contracts.

Aid-in-construction reimbursements are reflected as a contract liability when received and are amortized to Service revenues – fee based over the expected period of customer benefit, which is generally the life of the related properties.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Defined-contribution plan.

3 unchanged sentences

The Partnership recognized expense related to the plan of $ 29.5 million, $ 28.9 million, and $ 24.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Partnership income taxes.

Deferred federal and state income taxes included in the accompanying consolidated financial statements are attributable to temporary differences between the financial statement carrying amount and tax basis of the Partnership’s investment in WES Operating.

The Partnership’s accounting policy is to “look through” its investment in WES Operating for purposes of calculating deferred income tax asset and liability balances attributable to the Partnership’s interests in WES Operating.

The Partnership had no material uncertain tax positions at December 31, 2024 or 2023.

The Partnership is structured as a publicly traded limited partnership and, therefore, is generally not subject to federal or most state income taxes.

The Partnership operates certain business activities through corporate subsidiaries that are subject to federal, state, and local income taxes.

These corporate subsidiaries include Arrakis Holdings, Inc, and Aris Water Solutions, Inc.

For federal and most state purposes, the earnings or losses of the Partnership, unless they are attributed to a taxable subsidiary, are reported on the individual tax returns of the partners.

The net earnings presented in the Partnership’s consolidated financial statements may differ significantly from the taxable income reported to unitholders.

These variations arise from differences in the tax basis versus the financial statement basis of assets and liabilities reported in the Partnership’s consolidated financial statements, as well as the allocation requirements established in the Partnership’s partnership agreement.

The Partnership does not have access to information regarding each partner’s individual tax basis in the limited partner interests.

As a publicly traded limited partnership, the Partnership must comply with a statutory requirement that its “qualifying income,” as defined by the Internal Revenue Code, related Treasury Regulations, and Internal Revenue Service pronouncements, exceeds 90% of total gross income on a calendar year basis.

Failure to meet this requirement would result in the Partnership being taxed as a corporation for federal and state income tax purposes.

For the years ended December 31, 2025, 2024, and 2023, the Partnership’s qualifying income satisfied this statutory threshold.

The Partnership and its corporate subsidiaries utilize the asset and liability method to account for income taxes.

Deferred income tax assets and liabilities are recognized to reflect temporary differences between the financial statement basis and the tax basis of assets and liabilities.

These amounts are stated at the enacted tax rates expected to apply when the taxes are paid or recovered.

If management determines that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established.

Any changes in tax legislation are incorporated into the relevant computations during the period in which such changes take effect.

The Partnership reviews contingent tax liabilities and estimated exposures using a “more likely than not” standard based on its current tax positions.

Consistent with Financial Accounting Standards Board (“FASB”) guidance regarding uncertainty in income taxes, the Partnership may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by tax authorities.

This assessment is based on the technical merits of each tax position, as well as the past administrative practices and precedents of the taxing authority.

As of December 31, 2025 and 2024, the Partnership had no material uncertain tax positions.

WES Operating income taxes.

WES Operating generally is not subject to federal income tax or state income tax other than Texas margin tax on the portion of its income that is apportionable to Texas.

Deferred state income taxes are recorded on temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.

WES Operating routinely assesses the realizability of its deferred tax assets.

If WES Operating concludes that it is more likely than not that some of the deferred tax assets will not be realized, the tax asset is reduced by recording a valuation allowance.

With respect to assets previously acquired from Anadarko, WES Operating recorded Anadarko’s historical federal and state current and deferred income taxes for the periods prior to the acquisition of such assets.

For periods beginning on and subsequent to the acquisition, WES Operating is not subject to tax except for the Texas margin tax and, accordingly, does not record deferred federal income taxes related to the acquired assets.

For periods beginning on and subsequent to the acquisition of assets from Anadarko, WES Operating made payments to Anadarko pursuant to the tax sharing agreement for its estimated share of taxes from all forms of taxation, excluding income taxes imposed by the United States, that are included in any combined or consolidated returns filed by Occidental.

The aggregate difference in the basis of WES Operating’s assets for financial and tax reporting purposes cannot be readily determined as WES Operating does not have access to information about each partner’s tax attributes in WES Operating.

The accounting standards for uncertain tax positions defines the criteria an individual tax position must satisfy for any part of the benefit of that position to be recognized in the financial statements.

WES Operating had no material uncertain tax positions at December 31, 2024 or 2023.

WES Operating is a limited partnership, generally exempt from federal or state income taxes except for Texas margin tax on Texas-apportioned income.

Until August 2024, WES Operating participated in Occidental’s Texas Franchise Tax filings.

Deferred state income tax assets and liabilities are recognized for temporary differences and measured at enacted tax rates.

A valuation allowance is set up if deferred tax assets are not likely to be realized.

Tax legislation changes are reflected as they take effect.

Contingent tax liabilities are assessed using a “more likely than not” threshold.

Pursuant to FASB guidance, WES Operating only recognizes uncertain tax positions if it is more likely than not they will be upheld by authorities.

As of December 31, 2025 and 2024, there were no material uncertain tax positions.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Net income (loss) per common unit.

5 unchanged sentences

Net income (loss) per common unit for WES Operating is not calculated because no publicly traded units are outstanding.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The Partnership determines if an arrangement is a lease based on the rights and obligations conveyed at contract inception.

15 unchanged sentences

When the non-lease component is determined to be the predominant component, the combined components are accounted for under Revenue from Contracts with Customers (Topic 606) .

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

gather, stabilize, and transport condensate, NGLs, and crude oil;

and gather, transport, recycle, treat, supply and dispose of produced water in the United States.

Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” was adopted on December 31, 2024, using a retrospective approach with no impact to the consolidated financial statements;

however, the adoption did result in additional disclosure.

See Note 17 .

New accounting pronouncements not yet adopted.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” The standard requires disclosure of additional information and disaggregation of certain income statement expense line items.

The standard will become effective for the Partnership for the fiscal year 2027 annual financial statements and interim financial statements thereafter, with early adoption permitted.

The standard may be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to all prior periods presented in the financial statements.

Disaggregation of Income Statement Expenses.” The standard requires additional disclosure and disaggregation of certain income statement expense line items and may be applied prospectively or retrospectively.

The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal-year 2027 annual financial statements.

The Partnership is currently evaluating the impact this guidance will have on disclosures in the Notes to the Consolidated Financial Statements.

This standard will have no impact on the Partnership’s financial statements, but will result in additional disclosure.

The Partnership is assessing the impact of this guidance on its disclosures in the Notes to the Consolidated Financial Statements.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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Contract balances.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $ 693.9 million and $ 661.6 million as of December 31, 2024, and December 31, 2023, respectively.

Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets, were $ 737.0 million and $ 693.9 million as of December 31, 2025 and 2024, respectively.

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

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Contract assets balance at beginning of year $ 43,186 $ 39,292

$ 39,292 $ 22,561

Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period ( 14,055 ) ( 7,479 )

2 unchanged sentences

Contract assets balance at end of year $ 10,515 $ 43,186

$ 43,186 $ 39,292

thousands 2025 2024

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Contract liabilities balance at beginning of year $ 610,571 $ 445,499

$ 445,499 $ 369,285

Cash received or receivable, excluding revenues recognized during the period 161,213 193,360

1 unchanged sentence

Cumulative catch-up adjustment for change in estimated consideration 40 —

Amounts acquired with the acquisition of Meritage (1)

Contract liabilities balance at end of year $ 767,148 $ 610,571

$ 610,571 $ 445,499

thousands 2025 2024

2 unchanged sentences

Total contract liabilities from contracts with customers $ 767,148 $ 610,571

_________________________________________________________________________________________

(1) See Note 3 .

Transaction price allocated to remaining performance obligations.

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ACQUISITIONS AND DIVESTITURES

Marcellus Interest systems.

During the second quarter of 2024, the Partnership closed on the sale of its 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.

Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn.

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties:

(i) the 25.00 % interest in Enterprise EF78 LLC (the “Mont Belvieu JV”), (ii) the 20.00 % interest in Whitethorn Pipeline Company LLC (“Whitethorn LLC”), (iii) the 15.00 % interest in Panola Pipeline Company, LLC (“Panola”), and (iv) the 20.00 % interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”).

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.

On October 13, 2023, the Partnership closed on the acquisition of Meritage Midstream Services II, LLC (“Meritage”) for $ 885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from the Partnership’s $ 600.0 million senior note issuance in September 2023 (see Note 13) and borrowings on the senior unsecured revolving credit facility (“RCF”).

The cash purchase price, adjusted for working capital and certain customary post-closing adjustments and reduced by the $ 38.4 million of cash acquired (as presented in the table below), was $ 878.2 million.

The assets acquired, located in Converse, Campbell, and Johnson counties, Wyoming, include approximately 1,500 miles of high- and low-pressure natural-gas gathering pipelines, approximately 380 MMcf/d of natural-gas processing capacity, and the Thunder Creek NGL pipeline, which is a 120 mile, 38 MBbls/d FERC-regulated NGLs pipeline that connects to the processing facility.

The acquisition expands the Partnership’s existing Powder River Basin asset base, increasing total natural-gas processing capacity in that region to 440 MMcf/d.

The Meritage acquisition has been accounted for under the acquisition method of accounting.

The assets acquired and liabilities assumed in the Meritage acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date.

Results of operations attributable to the Meritage acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2023.

For the year ended December 31, 2023, acquisition-related transaction costs of $ 6.1 million, consisting primarily of third-party consulting and legal fees, are included in General and administrative expenses in the consolidated statements of operations.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Meritage acquisition on October 13, 2023.

On October 15, 2025, the Partnership 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 (see Note 13 ).

Based on Aris shareholder consideration elections, the Partnership 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.

The $ 368.6 million included as Acquisitions from third parties in the consolidated statements of cash flows includes the cash paid to Aris shareholders net of cash acquired (as presented in the table below).

The Partnership acquired Aris to expand its existing produced-water infrastructure and access additional customers in the area.

The assets acquired, located in Lea and Eddy Counties, New Mexico and West Texas, include approximately 830 miles of produced-water pipeline, 1,812 MBbls/d of produced-water handling capacity, 1,560 MBbls/d of water recycling capacity, and 625,000 dedicated acres.

The Aris acquisition has been accounted for under the acquisition method of accounting.

The assets acquired and liabilities assumed in the Aris acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date.

Results of operations attributable to the Aris acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2025.

For the year ended December 31, 2025, General and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs consisting primarily of $ 104.6 million of severance costs and $ 15.9 million of third-party consulting and legal fees.

The following is the preliminary acquisition-date fair value as of December 31, 2025, for the assets acquired and liabilities assumed in the Aris acquisition.

The preliminary fair values are subject to change within the measurement period (up to one year from the acquisition date), pending a final determination of the values assigned to tangible and identifiable intangible assets.

Assets acquired:

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Property, plant, and equipment 1,458,361

Other intangible assets

Other assets 17,617

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Other current liabilities 153,700

Long-term debt

Asset retirement obligation 48,076

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Net assets acquired $ 1,427,185

The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Meritage acquisition using inputs that are not observable in the market and thus represent Level 3 inputs.

The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches.

The following table presents pro forma condensed financial information of the Partnership as if the Meritage acquisition had occurred on January 1, 2022:

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

Goodwill recognized in the Aris acquisition relates primarily to enhancing and diversifying the Partnership’s water-asset position, as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its produced-water systems.

See Note 10 .

Other intangible assets recognized in the Aris acquisition are related to customer contracts.

The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired customer contracts and relationships, offset with appropriate charges for the use of contributory assets and discounted using a risk-adjusted discount rate.

These intangible assets are being amortized on a straight-line basis over an initial period of 19 years, which represents the estimated term over which the customer contracts are expected to contribute to the Partnership’s cash flows.

See Note 10 .

The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Aris acquisition using inputs that are not observable in the market and thus represent Level 3 inputs.

The fair values of the produced-water disposal and recycling systems and related facilities and equipment are based on market and cost approaches.

The following table presents the pro forma condensed financial information of the Partnership as if the Aris acquisition had occurred on January 1, 2024:

Year Ended December 31,

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Revenues and other $ 4,281,744 $ 4,082,518

Net income (loss) attributable to Western Midstream Partners, LP 1,003,204 1,213,106

The following table presents pro forma condensed financial information of WES Operating (which are included in the Partnership’s pro forma condensed financial information) as if the Meritage acquisition had occurred on January 1, 2022:

Net income (loss)

1,173,942 1,640,204

The following table presents the pro forma condensed financial information of WES Operating (which is included in the Partnership’s pro forma condensed financial information) as if the Aris acquisition had occurred on January 1, 2024:

Year Ended December 31,

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Revenues and other $ 4,281,744 $ 4,082,518

Net income (loss) attributable to Western Midstream Operating, LP 1,026,800 1,240,623

Net income (loss)

1,177,037 1,641,835

The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Aris acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity.

The pro forma adjustments reflect pre-acquisition results of the Aris acquisition including (i) adjustments of $ 47.3 million and $ 41.9 million for the years ended December 31, 2025 and 2024, respectively, to increase revenues and cost of product to apply the Partnership’s revenue recognition policy related to skim-oil received from the customer as non-cash consideration for services provided under certain contracts, (ii) adjustments of $ 14.0 million and $ 18.7 million for the years ended December 31, 2025 and 2024, respectively, to increase depreciation and amortization expense based on the acquisition-date fair value and estimated useful lives of property, plant, and equipment, and intangible assets, and (iii) adjustments of $ 9.1 million and $ 12.6 million to increase interest expense for the years ended December 31, 2025 and 2024, respectively, related to borrowings under the commercial paper program to finance the cash-funded portion of the Aris acquisition and the acquisition of Aris’s $ 500.0 million in aggregate principal amount of 7.250 % Senior Notes due 2030.

The pro forma adjustments include estimates and assumptions based on currently available information.

Management believes the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

The pro forma information reflects recurring adjustments, but does not reflect any cost savings or other synergies anticipated as a result of the Aris acquisition, nor any future acquisition-related expenses.

The pro forma information in the table above includes $ 116.4 million of revenues and $ 93.2 million of expenses attributable to the assets acquired as part of the Aris acquisition that are included in the Partnership’s and WES Operating’s consolidated statements of operations for the year ended December 31, 2025.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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ACQUISITIONS AND DIVESTITURES

The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Meritage acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity.

The pro forma adjustments reflect pre-acquisition results of the Meritage acquisition including (i) adjustments of $ 105.0 million and $ 221.6 million for the years ended December 31, 2023 and 2022, respectively, to decrease revenues and cost of product to apply the Partnership’s revenue recognition policy to record revenue and cost of product on a net basis within revenues for certain contracts;

(ii) adjustments of $ 5.0 million and $ 2.1 million for the years ended December 31, 2023 and 2022, respectively, to decrease depreciation and amortization expense based on the acquisition-date fair value of property, plant, and equipment and estimated useful lives;

and (iii) adjustments of $ 1.8 million to decrease interest expense and $ 20.9 million to increase interest expense for the years ended December 31, 2023 and 2022, respectively, related to the $ 600.0 million senior note issuance in September 2023 and borrowings on the RCF to finance the Meritage acquisition.

The pro forma adjustments include estimates and assumptions based on currently available information.

Management believes the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

The pro forma information reflects recurring adjustments, but does not reflect any cost savings or other synergies anticipated as a result of the Meritage acquisition, nor any future acquisition-related expenses.

The pro forma information in the table above includes $ 41.4 million of revenues and $ 24.6 million of operating expenses attributable to the assets acquired as part of the Meritage acquisition that are included in the Partnership’s and WES Operating’s consolidated statements of operations for the year ended December 31, 2023.

In November 2022, the Partnership sold its 15.00 % interest in Cactus II to two third parties for $ 264.8 million, which includes a $ 1.8 million pro-rata distribution through closing.

Total proceeds were received during the fourth quarter of 2022, resulting in a net gain on sale of $ 109.9 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statements of operations.

Ranch Westex.

In September 2022, the Partnership acquired the remaining 50 % interest in Ranch Westex JV LLC (“Ranch Westex”) from a third party for $ 40.1 million.

Subsequent to the acquisition, (i) the Partnership is the sole owner and operator of the asset, (ii) Ranch Westex is no longer accounted for under the equity method of accounting, and (iii) the Ranch Westex processing plant is included as part of the operations of the West Texas complex.

Marcellus Interest systems.

Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn.

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties:

(i) the 25.00 % interest in Enterprise EF78 LLC, (ii) the 20.00 % interest in Whitethorn Pipeline Company LLC, (iii) the 15.00 % interest in Panola Pipeline Company, LLC, and (iv) the 20.00 % interest in Saddlehorn Pipeline Company, LLC.

The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Meritage acquisition on October 13, 2023.

Assets acquired:

Cash and cash equivalents $ 38,412

Accounts receivable, net 34,060

Other current assets 1,980

Property, plant, and equipment 926,347

Other assets 6,498

Total assets acquired 1,007,297

Liabilities assumed:

Accounts payable and accrued liabilities

Other current liabilities 5,451

Asset retirement obligation 22,156

Other liabilities 28,356

Total liabilities assumed

Net assets acquired $ 916,601

The acquisition-date fair values were based on an assessment of the fair value of the assets acquired and liabilities assumed in the Meritage acquisition using inputs that are not observable in the market and thus represent Level 3 inputs.

The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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Partnership distributions.

Under its partnership agreement, the Partnership distributes all of its available cash to unitholders of record on the applicable record date within 55 days following each quarter’s end.

The amount of available cash (beyond proper reserves as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the general partner to provide for the proper conduct of the Partnership’s 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.

Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement and are intended to be repaid or refinanced within 12 months.

In all cases, working capital borrowings are used solely for working capital purposes or to fund unitholder distributions.

The Partnership distributes all of its available cash, as defined in the partnership agreement, to unitholders of record on the applicable record date within 55 days following each quarter’s end.

The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:

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Cash Distribution Distribution

March 31 $ 0.500 $ 206,197 May 13, 2022 May 2, 2022

June 30 0.500 197,744 August 12, 2022 August 1, 2022

September 30 0.500 197,065 November 14, 2022 October 31, 2022

December 31 0.500 196,569 February 13, 2023 February 1, 2023

$ 0.856 $ 336,987 May 15, 2023 May 1, 2023

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December 31 0.875 340,996 February 14, 2025 February 3, 2025

March 31 $ 0.910 $ 355,253 May 15, 2025 May 2, 2025

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

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

December 31 0.910 379,670 February 13, 2026 February 2, 2026

______________________________________________________________________________________

(1) Includes the regular quarterly distribution of $ 0.500 per unit, or $ 196.8 million, as well as the Enhanced Distribution of $ 0.356 per unit discussed below.

To facilitate the distribution of available cash, during 2022 the Partnership adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free Cash Flow generated in the prior year after subtracting Free Cash Flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases.

In April 2023, the Board approved an Enhanced Distribution of $ 0.356 per unit, or $ 140.1 million, related to the Partnership’s 2022 performance, which was paid in conjunction with the regular first-quarter 2023 distribution on May 15, 2023.

The Enhanced Distribution was discontinued in 2025 and will not be used in future periods to calculate the distribution of available cash.

(1) Includes the regular quarterly distribution of $ 0.500 per unit, or $ 196.8 million, as well as an enhanced distribution of $ 0.356 per unit.

The enhanced distribution financial policy adopted in 2022, and paid only in the first quarter of 2023, was discontinued in 2025 and will not be used in future periods to calculate the distribution of available cash.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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WES Operating partnership distributions.

WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (“WGRAH”), a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating.

WES Operating makes quarterly cash distributions to the Partnership and WGRAH, a subsidiary of Occidental, according to the terms of its limited partnership agreement.

WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:

2 unchanged sentences

Cash Distribution Distribution

March 31 $ 213,513 May 2022

$ 342,895 May 2023

June 30 226,260 August 2023

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December 31 229,446 February 2024

$ 342,895 May 2023

March 31 $ 347,675 May 2024

June 30 347,675 August 2024

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June 30 363,290 August 2025

September 30 347,356 November 2024

September 30 391,568 October 2025

December 31 385,927 February 2026

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(1) Includes amounts related to the enhanced distribution discussed above.

In addition to the distributions above, during the years ended December 31, 2023 and 2022, WES Operating made distributions of $ 130.1 million and $ 463.8 million, respectively, to the Partnership and WGRAH.

In addition to the distributions discussed above, during the year ended December 31, 2023, WES Operating made a distribution of $ 130.1 million to the Partnership and WGRAH.

The Partnership used its portion of the distribution to repurchase common units.

EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of December 31, 2024, Occidental held 165,681,578 common units, representing a 42.5 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3 % general partner interest in the Partnership.

The public held 214,875,065 common units, representing a 55.2 % limited partner interest in the Partnership.

In August 2024, affiliates of Occidental sold 19.5 million of the Partnership’s common units it held through an underwritten offering.

The Partnership did not receive any proceeds from the public offering.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

1 unchanged sentence

EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of December 31, 2025, Occidental held 165,681,578 common units, representing a 39.7 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.2 % general partner interest in the Partnership.

The public held 242,459,788 common units (including the units issued in connection with the Aris acquisition, see Note 3 ), representing a 58.1 % limited partner interest in the Partnership.

See Note 18 .

Partnership equity repurchases.

In 2022, the Board authorized the Partnership to buy back up to $ 1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 billion Purchase Program”).

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

During the year ended December 31, 2024, there were no common units repurchased.

During the year ended December 31, 2023, the Partnership repurchased 5,387,322 common units, which included 5.1 million common units repurchased from Occidental, for an aggregate purchase price of $ 134.6 million.

During the year ended December 31, 2022, the Partnership repurchased 19,532,305 common units, which included 10.0 million common units repurchased from Occidental, for an aggregate purchase price of $ 487.6 million.

The units were canceled immediately upon receipt.

The $1.25 billion Purchase Program expired as of December 31, 2024.

In February 2025, the Board authorized the Partnership to buy back up to $ 250.0 million of the Partnership’s common units through December 31, 2026 (the “2025 Purchase Program”).

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

During the year ended December 31, 2025, the Partnership repurchased no common units.

As of December 31, 2025, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

In 2022, the Board authorized the Partnership to buy back up to $ 1.25 billion of the Partnership’s common units through December 31, 2024.

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

Holdings of WES Operating equity.

On October 15, 2025, WES Operating issued preferred units to Aris, a wholly owned subsidiary of the Partnership, in connection with the Aris acquisition (see Note 1) .

As of December 31, 2025, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.1 % limited partner interest and the entire non - economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 1.9 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1 ).

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The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted - average ownership percentage during each period using the two - class method.

The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted - average number of common units outstanding during the period.

Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.

The following table provides a reconciliation between basic and diluted net income (loss) per common unit:

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General and administrative 217 350 284

350 284 2,338

Total operating expenses 12,101 ( 56,484 ) ( 68,001 )

Gain (loss) on divestiture and other, net — — ( 1,756 )

_________________________________________________________________________________________

1 unchanged sentence

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

(3) The year ended December 31, 2022, includes equity - based compensation expense allocated to the Partnership by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

Balance sheets

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$ 90,973 $ 111,386 $ 155,169

Capital expenditures — — ( 470 )

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

Distributions from equity investments in excess of cumulative earnings – related parties 31,391 30,850 39,104

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

Distributions to Partnership unitholders (1)

2 unchanged sentences

( 29,534 ) ( 25,450 ) ( 22,850 )

Net contributions from (distributions to) related parties — — 1,423

Unit repurchases from Occidental (3)

14 unchanged sentences

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

The year ended December 31, 2022, includes equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Note 6 ).

Balance sheets

4 unchanged sentences

76,040 46,773

Accrued liabilities 4,717 4,662

_________________________________________________________________________________________

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

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Statements of cash flows

4 unchanged sentences

_________________________________________________________________________________________

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

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

(1) Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, according to the terms of WES Operating’s partnership agreement.

The year ended December 31, 2023, included distributions made from WES Operating to the Partnership that were used to repurchase common units.

See Note 4 and Note 5.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Related-party revenues.

Related - party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental.

Related - party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, NGLs, and water solutions volumes to Occidental.

Gathering and processing agreements.

The Partnership has significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of its systems.

The Partnership has significant gathering, treating, processing, stabilization, and produced-water disposal arrangements with affiliates of Occidental on most of its systems.

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

2 unchanged sentences

Produced-water throughput attributable to production owned or controlled by Occidental was 61 %, 78 %, and 78 % for the years ended December 31, 2025, 2024, and 2023, respectively.

The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system.

The Partnership has discussed varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system.

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

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

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

Marketing services.

Prior to January 1, 2021, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries.

While the Partnership now markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

While the Partnership markets and sells substantially all of its crude oil, residue gas, and NGLs directly to third parties, it does still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.

Operating leases.

1 unchanged sentence

In addition, the Partnership has operating leases for field offices with Occidental as the lessor.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Related-party expenses.

5 unchanged sentences

Services Agreement.

Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP (“Services Agreement”).

Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, between WES Operating GP and Occidental (“Services Agreement”).

Most of the administrative and operational services previously provided by Occidental fully transitioned to the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

Incentive Plans.

General and administrative expense for the year ended December 31, 2022 includes non - cash equity - based compensation expense allocated to the Partnership by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with the Partnership under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long - Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”).

General and administrative expense includes costs related to the Incentive Plans of $ 2.3 million for the year ended December 31, 2022.

This amount is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED-PARTY TRANSACTIONS

Construction reimbursement agreements and purchases and sales with related parties .

3 unchanged sentences

Related-party commercial agreement.

During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership entered into a Commercial Understanding Agreement (“CUA”).

Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments.

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

Also, as a result of the amendments under the CUA, these agreements are classified as operating leases and a $ 30.0 million right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021.

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

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

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

The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements.

1 unchanged sentence

Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY INVESTMENTS

The following tables present the financial statement impact of the Partnership’s equity investments:

thousands Balance at December 31, 2022 Equity

income, net Contributions Distributions Distributions

thousands Percentage Ownership Interest Balance at December 31, 2024 Equity

income, net Distributions Distributions

Balance at December 31, 2025

White Cliffs $ 16,095 $ 2,094 $ — $ ( 1,720 ) $ ( 3,221 ) $ 13,248

Rendezvous 16,114 ( 2,621 ) — ( 638 ) ( 2,040 ) 10,815

Mont Belvieu JV 91,310 23,476 — ( 23,128 ) ( 3,102 ) 88,556

TEG 15,856 3,504 700 ( 3,527 ) ( 1,348 ) 15,185

TEP 184,687 35,578 — ( 35,829 ) ( 11,877 ) 172,559

FRP 33.33 % $ 183,588 $ 45,962 $ ( 47,628 ) $ ( 5,116 ) $ 176,806

Whitethorn LLC 146,595 ( 6,870 ) 132 6,398 ( 1,456 ) 144,799

Saddlehorn 104,191 24,003 — ( 23,545 ) ( 2,889 ) 101,760

Panola 19,311 2,507 — ( 2,638 ) ( 464 ) 18,716

Mi Vida 50.00 % 42,765 2,085 ( 2,191 ) ( 10,918 ) 31,741

Red Bluff Express 30.00 % 115,085 16,026 ( 16,026 ) ( 3,290 ) 111,795

Rendezvous 22.00 % 5,639 ( 2,374 ) ( 885 ) ( 2,008 ) 372

TEG 20.00 % 14,496 936 ( 959 ) ( 538 ) 13,935

TEP 20.00 % 170,060 20,008 ( 20,139 ) ( 5,895 ) 164,034

White Cliffs 10.00 % 9,802 3,145 ( 3,145 ) ( 3,626 ) 6,176

Total $ 541,435 $ 85,788 $ ( 90,973 ) $ ( 31,391 ) $ 504,859

1 unchanged sentence

(1) Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual - investment basis.

thousands Balance at December 31, 2023 Equity

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY INVESTMENTS

thousands Percentage Ownership Interest

Balance at December 31, 2023 Equity

income, net Contributions Distributions Distributions

18 unchanged sentences

(i) the 25.00 % interest in Mont Belvieu JV, (ii) the 20.00 % interest in Whitethorn LLC, (iii) the 15.00 % interest in Panola, and (iv) the 20.00 % interest in Saddlehorn.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY INVESTMENTS

The investment balance in White Cliffs at December 31, 2024, is $ 23.9 million less than the Partnership’s underlying equity in White Cliffs’ net assets.

During the year ended December 31, 2022, the Partnership recognized an impairment loss of $ 19.9 million that resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature.

This investment was impaired to its estimated fair value of $ 16.1 million, using the income approach and Level-3 fair value inputs, due to a reduction in estimated future cash flows resulting from lower forecasted producer throughput.

The investment balance in White Cliffs at December 31, 2025, is $ 23.9 million less than the Partnership’s underlying equity in White Cliffs’ net assets primarily due to an impairment loss recognized by the Partnership in 2022 that resulted from a decline in value below the carrying value, which was determined to be other than temporary in nature.

The investment balance in Rendezvous at December 31, 2025, includes $ 14.1 million for the purchase price allocated to the investment in Rendezvous in excess of the historical cost basis of Western Gas Resources, Inc.

5 unchanged sentences

If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY INVESTMENTS

The following tables present the summarized combined financial information for equity investments (amounts represent 100% of investee financial information):

15 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” was adopted on December 31, 2025, using a retrospective approach with no impact to the consolidated statements or additional disclosures.

The Partnership is not a taxable entity for U.S.

2 unchanged sentences

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

For the year ended December 31, 2025, the variance from the federal statutory rate was primarily due to the Texas margin tax liability and federal income tax on activities operated through corporate entities.

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 of the Partnership’s common units in August 2024 and the resulting decrease in ownership, inclusive of its ownership in WES Operating.

For the years ended December 31, 2023 and 2022, the variance from the federal statutory rate was primarily due to the Texas margin tax liability.

For the year ended December 31, 2023, the variance from the federal statutory rate was primarily due to the Texas margin tax liability.

The components of income tax expense (benefit) are as follows:

2 unchanged sentences

Current state income tax expense (benefit) $ 11,142 $ 3,900 $ 3,341

Total current income tax expense (benefit) $ 11,142 $ 3,900 $ 3,341

Deferred federal income tax expense (benefit) $ 2,492 $ — $ —

Deferred state income tax expense (benefit) 1,452 14,211 1,044

Total deferred income tax expense (benefit) $ 3,944 $ 14,211 $ 1,044

Total income tax expense (benefit) $ 15,086 $ 18,111 $ 4,385

8 unchanged sentences

Texas margin tax expense (benefit) (1)

$ 12,352 $ 18,111 $ 4,385

Federal income tax on corporate entities 2,492 — —

Other state taxes 242 — —

Income tax expense (benefit) $ 15,086 $ 18,111 $ 4,385

Effective tax rate 1 % 1 % — %

_________________________________________________________________________________________

(1) Includes tax expense of $ 13.1 million for the year ended December 31, 2024, related to an increased Texas margin tax rate resulting from no longer being included in Occidental’s affiliated group tax return beginning in September 2024.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows:

thousands 2025 2024

Deferred tax assets:

Net operating loss carryforward $ 84,609 $ —

Interest expense carryforward and other 4,913 —

Other 3,465 2,717

Total deferred tax assets $ 92,987 $ 2,717

Valuation allowance ( 608 ) —

Net deferred tax assets $ 92,379 $ 2,717

Deferred tax liabilities:

Partnership interest held by corporate subsidiaries $ ( 163,545 ) $ —

Depreciable property ( 37,068 ) ( 30,984 )

Other intangible assets ( 3,043 ) ( 1,412 )

Other 2,717 587

Net long-term deferred income tax liabilities ( 203,656 ) ( 32,396 )

Total net deferred income tax liabilities $ ( 111,277 ) $ ( 29,679 )

As of December 31, 2025, the Partnership had unused net operating loss carryforwards for federal income tax purposes of $ 357.3 million, which can be carried forward indefinitely and may be used to offset future taxable income.

The federal net operating loss carryforward limit under Internal Revenue Code (“IRC”) Section 382 is $ 322.1 million.

Although the Partnership expects to fully utilize the federal net operating loss allowed under IRC Section 382, the amount utilized in a particular year may be limited.

As of December 31, 2025, the Partnership had unused net operating loss carryforwards for state income tax purposes of $ 192.3 million, which can be carried forward indefinitely, and $ 13.0 million, which expire from 2038 through 2040.

The Partnership believes that it is more likely than not that the benefit from certain state net operating loss carryforwards will not be realized and have provided a valuation allowance of $ 0.6 million on the deferred tax assets related to these state net operating loss carryforwards.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

9 unchanged sentences

260,577 257,289

Produced - water disposal systems

20 years 1,198,742 1,098,616

Produced-water disposal and recycling systems 20 Years 2,638,350 1,198,742

Assets under construction N/A 435,953 460,056

6 unchanged sentences

“Other” property, plant, and equipment primarily represents asset retirement costs, measurement equipment, capitalized interest, electrical distribution equipment, and computer software and equipment.

Long-lived asset impairments.

During the year ended December 31, 2023, the Partnership recognized a long-lived asset impairment of $ 52.1 million for assets located in the Rocky Mountains due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023.

This asset was impaired to its estimated fair value of $ 22.8 million.

The fair value was measured using the income approach and Level-3 fair value inputs.

The income approach was based on the Partnership’s projected future EBITDA and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

Goodwill is recorded when the purchase price of a business acquired exceeds the fair market value of the tangible and separately measurable intangible net assets.

The Partnership’s goodwill had been allocated to two reporting units:

The Partnership’s goodwill has been allocated to two reporting units:

(i) gathering and processing and (ii) transportation.

As of December 31, 2024, the carrying value of goodwill for the gathering and processing reporting unit was zero and goodwill allocated to the transportation reporting unit was $ 4.8 million.

The Partnership recorded $ 348.5 million of goodwill in connection with the Aris acquisition (see Note 3 ).

As of December 31, 2025, the carrying value of goodwill for the gathering and processing reporting unit was $ 348.5 million and goodwill allocated to the transportation reporting unit was $ 4.8 million.

The Partnership’s annual goodwill impairment assessment indicated no impairment for the year ended December 31, 2025.

Other intangible assets.

The other intangible assets balance on the consolidated balance sheets includes the fair value, net of amortization, primarily related to (i) contracts assumed in connection with processing plant acquisitions in 2011 that are part of the DJ Basin complex, which are being amortized on a straight-line basis over 38 years, and (ii) contracts assumed in connection with the DBM acquisition in November 2014, which are being amortized on a straight-line basis over 30 years.

The other intangible assets balance on the consolidated balance sheets includes the fair value, net of amortization, primarily related to (i) contracts assumed in connection with processing plant acquisitions in 2011 that are part of the DJ Basin complex, which are being amortized on a straight-line basis over 38 years, (ii) contracts assumed in connection with the DBM acquisition in November 2014, which are being amortized on a straight-line basis over 30 years, and (iii) contracts assumed in connection with the Aris acquisition, which are being amortized on a straight-line basis over 19 years.

The Partnership assesses other intangible assets for impairment together with the related underlying long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

5 unchanged sentences

Other intangible assets $ 913,758 $ 649,740

Amortization expense for intangible assets was $ 31.7 million for each of the years ended December 31, 2024, 2023, and 2022.

Amortization expense for intangible assets was $ 34.8 million, $ 31.7 million, and $ 31.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Intangible asset amortization to be recorded in each of the next five years is estimated to be $ 47.4 million per year.

14 unchanged sentences

NGLs inventory $ 2,733 $ 2,514 $ 2,733 $ 2,514

Materials and supplies 10,103 613 10,103 613

Imbalance receivables 12,220 7,253 12,220 7,253

17 unchanged sentences

86,820 39,518 70,491 25,272

Other 39,518 38,269 25,272 32,152

Total accrued liabilities $ 408,375 $ 329,398 $ 326,873 $ 248,589

_________________________________________________________________________________________

(1) Includes aid-in-construction reimbursement prepayments, other employee expenses, and as of December 31, 2025, Aris-related accruals.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

10 unchanged sentences

Carrying amount of asset retirement obligations at end of year $ 437,800 $ 383,025

Liabilities incurred for the year ended December 31, 2025, primarily related to the acquisition of Aris and expansion activity in West Texas.

Revisions in estimated liabilities for the year ended December 31, 2025, primarily related to changes in expected settlement timing for assets in West Texas.

Liabilities incurred for the year ended December 31, 2024, primarily related to expansion activity in West Texas.

Revisions in estimated liabilities for the year ended December 31, 2024, primarily related to a decrease in expected settlement costs for certain assets in the Rocky Mountains.

Liabilities incurred for the year ended December 31, 2023, primarily related to the acquisition of Meritage and expansion activity in West Texas.

Revisions in estimated liabilities for the year ended December 31, 2023, primarily related to an increase in expected settlement costs across all areas of operations.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances.

4 unchanged sentences

Short - term debt

Commercial paper $ — $ — $ — $ 613,885 $ 610,312 $ 610,312

3.100 % Senior Notes due 2025

2 unchanged sentences

— — — 336,758 336,349 335,209

4.650 % Senior Notes due 2026

440,505 440,205 440,923 — — —

Finance lease liabilities 8,620 8,620 8,620 10,956 10,956 10,956

28 unchanged sentences

350,000 343,196 309,831 350,000 343,051 304,003

5.250 % Senior Notes due 2050

1,000,000 984,797 858,550 1,000,000 984,494 857,260

Finance lease liabilities 12,425 12,425 12,425 23,329 23,329 23,329

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

Debt activity.

The following table summarizes debt activity for the periods presented:

The following table summarizes the debt activity for the periods presented:

thousands Carrying Value

Balance at December 31, 2023 $ 7,901,304

RCF borrowings 1,120,000

Commercial paper borrowings (1)

Repayments of RCF borrowings ( 1,495,000 )

Issuance of 6.350 % Senior Notes due 2029

Commercial paper borrowings (repayments), net (1)

Issuance of 5.450 % Senior Notes due 2034

Repayment of Floating-Rate Senior Notes due 2023 ( 213,138 )

Repayment of 3.100 % Senior Notes due 2025

7 unchanged sentences

Balance at December 31, 2024 $ 7,937,679

Commercial paper borrowings (repayments), net (1)

Acquisition of 7.250 % Senior Notes due 2030

Issuance of 4.800 % Senior Notes due 2031

Repayment of 3.100 % Senior Notes due 2025

Repayment of 3.950 % Senior Notes due 2025

Repayment of 4.650 % Senior Notes due 2026

Repayment of 4.500 % Senior Notes due 2028

Issuance of 5.500 % Senior Notes due 2035

Repayment of 3.100 % Senior Notes due 2025

1 unchanged sentence

Finance lease liabilities ( 13,241 )

Other ( 1,494 )

Balance at December 31, 2025 $ 8,643,995

1 unchanged sentence

(1) Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less.

(2) Includes $ 29.4 million of premiums related to the 7.250 % Senior Notes due 2030.

WES Operating Senior Notes.

WES Operating issued the Fixed - Rate 3.100 % Senior Notes due 2025, 4.050 % Senior Notes due 2030, and 5.250 % Senior Notes due 2050 and the Floating - Rate Senior Notes due 2023 in January 2020.

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

Including the effects of the issuance prices, underwriting discounts, and interest - rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050 were 4.169 % and 5.363 %, respectively, at December 31, 2025 and 2024.

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

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

Interest is payable semi-annually on May 15th and November 15th of each year, with the initial interest payment due May 15, 2025.

Net proceeds from the offering 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.

During the fourth quarter of 2025, as part of the acquisition of Aris, WES Operating assumed $ 500.0 million in aggregate principal amount of 7.250 % Senior Notes due 2030.

Also during the fourth quarter of 2025, 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 pay amounts outstanding under its commercial paper program (including borrowings incurred to fund the cash consideration of the acquisition of Aris), and (iii) will be used for general partnership purposes, including the funding of capital expenditures.

During the second quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.950 % Senior Notes due 2025 at par value.

During the first quarter of 2025, WES Operating retired the total principal amount outstanding of the 3.100 % Senior Notes due 2025 at par value.

See Debt activity above.

As of December 31, 2025, the 4.650 % Senior Notes due 2026 were classified as short-term debt on the consolidated balance sheet.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

During the year ended December 31, 2024, WES Operating purchased and retired $ 150.0 million of certain of its senior notes via open-market repurchases with cash from operations (see Debt activity above) and a gain of $ 5.4 million was recognized for the early retirement of portions of these notes.

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.

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

Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition (see Note 3 ), to pay related costs and expenses, and for general partnership purposes.

During the second quarter of 2023, WES Operating completed the public offering of $ 750.0 million in aggregate principal amount of 6.150 % Senior Notes due 2033.

Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes.

In addition, during 2023, WES Operating purchased and retired $ 276.7 million of certain of its senior notes via open-market repurchases and redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand.

For the year ended December 31, 2023, a gain of $ 15.4 million was recognized for the early retirement of portions of these notes.

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

Net proceeds from the offering were used to repay a portion of the 3.100 % and 3.950 % Senior Notes due 2025, and for general partnership purposes, including the funding of capital expenditures.

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

As of December 31, 2025, WES Operating was in compliance with all covenants under the relevant governing indentures.

Revolving credit facility.

In May 2024, WES Operating 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.

The non - extending lender’s commitments mature in April 2028 and represent $ 120.0 million out of $ 2.0 billion of total commitments from all lenders.

In April 2023, WES Operating (i) repaid all then-outstanding borrowings under its RCF with proceeds from the 6.150 % Senior Notes due 2033 offering and (ii) entered into an amendment to its RCF to, among other things, extend the maturity date to April 2028 and provide for a maximum borrowing capacity up to $ 2.0 billion, expandable to a maximum of $ 2.5 billion, through the maturity date.

In April 2025, WES Operating exercised an option to extend the maturity date of the RCF from April 2029 to April 2030, for each extending lender.

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

The RCF bears interest at an Adjusted Term SOFR (as defined in the RCF amendment), plus applicable margins ranging from 1.00 % to 1.70 %, or an alternate base rate equal to the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50 %, or (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00 %, in each case plus applicable margins currently ranging from zero to 0.70 %, based on WES Operating’s senior unsecured debt rating.

3 unchanged sentences

As a result of certain covenants contained in the RCF, our capacity to borrow under the RCF may be limited.

As of December 31, 2024, there were no outstanding borrowings and no outstanding letters of credit, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

As of December 31, 2025, there were no outstanding borrowings, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

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

2 unchanged sentences

As of December 31, 2025, WES Operating was in compliance with all covenants under the RCF.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEBT AND INTEREST EXPENSE

Commercial paper program.

3 unchanged sentences

As of December 31, 2025, there were no outstanding borrowings under the commercial paper program.

Interest expense.

The following table summarizes the amounts included in interest expense:

Year Ended December 31,

thousands 2024 2023 2022

Long - term and short - term debt

$ ( 377,850 ) $ ( 348,393 ) $ ( 326,949 )

Finance lease liabilities ( 2,573 ) ( 1,083 ) ( 414 )

Commitment fees and amortization of debt-related costs ( 13,305 ) ( 12,395 ) ( 12,212 )

Capitalized interest 15,215 13,643 5,636

Interest expense $ ( 378,513 ) $ ( 348,228 ) $ ( 333,939 )

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership has entered into operating leases for equipment supporting the Partnership’s operations, corporate offices, field offices, and easements, with both Occidental and third parties as lessors.

1 unchanged sentence

The following table summarizes information related to the Partnership’s leases:

thousands except lease terms and discount rates

Operating Leases Finance Leases Operating Leases Finance Leases

thousands except lease terms and discount rates Operating Leases Finance Leases Operating Leases Finance Leases

Other assets $ 187,916 $ — $ 219,500 $ —

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The general partner has the authority to grant equity compensation awards to its outside directors, executive officers, and employees under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (the “2017 LTIP”) and the Western Midstream Partners, LP 2021 Long - Term Incentive Plan (the “2021 LTIP”).

In connection with the Merger Agreement, all authorized but unused shares that were previously approved for issuance pursuant to the Aris Water Solutions, Inc.

2021 Equity Incentive Plan were adjusted using the applicable exchange ratio for the Merger, assumed by the Partnership, and added to the common unit pool available under the 2021 LTIP.

These plans are collectively referred to as the “WES LTIPs.” The 2017 LTIP and the 2021 LTIP permit the issuance of up to 3,431,251 and 14,403,998 units, respectively, of which 737,749 and 11,655,238 units, respectively, remained available for future issuance as of December 31, 2025.

The Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan expired during the year ended December 31, 2022.

On March 22, 2021, the Board approved the 2021 LTIP.

Subject to the capitalization adjustment provisions included in the 2021 LTIP, the total aggregate number of common units that may be delivered with respect to awards under the 2021 LTIP is 9,500,000 (the “2021 LTIP Limit”).

Common units withheld from an award or surrendered by a participant to satisfy tax withholding obligations or to satisfy the payment of any exercise price with respect to an award will not be considered to be common units delivered under the 2021 LTIP for purposes of the 2021 LTIP Limit.

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Prior to vesting, the Awards granted in 2020 paid in-kind distributions in the form of Partnership common units.

During the years ended December 31, 2023, and 2022, the Partnership issued 3,253 and 13,754 common units, respectively, as in-kind distributions under such Awards.

During the year ended December 31, 2023, the Partnership issued 3,253 common units as in-kind distributions under such Awards.

Prior to vesting, the Time-Based Awards granted after 2020 pay distribution equivalents in cash ratably.

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The total fair value of phantom units vested was $ 54.7 million, $ 38.2 million, and $ 23.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, based on the market price at the vesting date.

Compensation expense for the WES LTIPs was $ 38.0 million, $ 32.0 million, and $ 25.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Compensation expense for the WES LTIPs was $ 50.8 million for the year ended December 31, 2025 , of which $ 7.3 million was related to the Merger Agreement.

For the years ended December 31, 2024 and 2023, compensation expense for the WES LTIPs was $ 38.0 million and $ 32.0 million, respectively.

As of December 31, 2025, the Partnership had $ 59.0 million of estimated unrecognized compensation expense attributable to the WES LTIPs that will be recognized over a weighted-average period of 0.9 years.

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Non-vested units at beginning of year $ 28.96 1,813,764 $ 26.24 1,736,702 $ 21.33 1,689,030

Granted 29.39 1,393,972 28.19 1,140,789 26.11 866,900

39.52 1,379,023 29.39 1,393,972 28.19 1,140,789

Vested 30.44 ( 1,096,367 ) 25.25 ( 1,018,247 ) 19.66 ( 910,062 )

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Non-vested units at end of year 35.54 1,891,902 28.96 1,813,764 26.24 1,736,702

_________________________________________________________________________________________

(1) For the year ended December 31, 2025, includes 513,590 units issued in exchange for Aris equity-based awards.

The following table summarizes TUR Awards activity under the WES LTIPs:

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See Note 11 .

As of December 31, 2025, the recorded obligations do not include $ 6.5 million of anticipated insurance recoveries which are included in Accounts receivable, net.

Management regularly monitors the remediation and reclamation process and the liabilities recorded and believes its environmental obligations are adequate to fund remedial actions required to comply with present laws and regulations, and that the ultimate liability for these matters, if any, will not differ materially from recorded amounts nor materially affect the overall results of operations, cash flows, or financial condition.

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The Partnership has payment obligations, or commitments, that include, among other things, a revolving credit facility, other third - party long - term debt, obligations related to the Partnership’s capital spending programs, pipeline and offload commitments, and various operating and finance leases.

The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset - integrity projects at the West Texas complex, Powder River Basin complex, DBM water systems, DJ Basin complex, and DBM oil system.

The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset - integrity projects at the DBM water systems, West Texas complex, Powder River Basin complex, and DJ Basin complex.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORTABLE SEGMENT

Segment overview.

The Partnership’s chief operating decision maker (“CODM”) is the Partnership’s President and Chief Executive Officer who assesses performance and allocates resources on a consolidated basis due to the similar nature of services provided to our customers across the Partnership’s domestic asset portfolio.

The Partnership’s chief operating decision maker (“CODM”) is the Partnership’s President and Chief Executive Officer who assesses performance and allocates resources on a consolidated basis due to the similar nature of services provided to customers across the Partnership’s domestic asset portfolio.

The CODM does not assess performance and allocate resources separately for Western Midstream Operating, LP.

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gather, stabilize, and transport condensate, NGLs, and crude oil;

and gather and dispose of produced water.

See Revenue and cost of product in Note 1 .

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

Performance measures.

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

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

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

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

The Partnership’s calculation of Adjusted EBITDA may or may not be comparable to similarly titled measures used by others.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

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REPORTABLE SEGMENT

The Partnership’s calculation of Adjusted EBITDA may or may not be comparable to similarly titled measures used by others.

Summarized financial information.

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Capital expenditures for additions to long-lived assets were $ 728.0 million, $ 833.9 million, and $ 735.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENT

Subsequent to December 31, 2025, Delaware Basin Midstream LLC (“DBM”), a subsidiary of the Partnership, entered into an amendment (the “GGA Amendment”) to its Delaware Basin gas gathering agreement with Anadarko E&P Onshore LLC (“AEP”), a subsidiary of Occidental, which agreement was originally dated effective January 1, 2018, to, among other things, (i) replace its cost-of-service-based gathering fee structure with a fixed-fee structure, (ii) add a new minimum-volume commitment through the end of 2027, and (iii) modify the process for certain dedication-related acreage transfers and releases.

On January 16, 2026, and in connection with the GGA Amendment and related transactions, including an agreement between DBM and a subsidiary of ConocoPhillips pursuant to which DBM will gather and process certain volumes of natural gas already existing on the Partnership’s system, and conforming modifications to the terms of the associated processing arrangements between subsidiaries of the Partnership and Occidental, the Partnership and subsidiaries of Occidental also entered into a unit redemption agreement (“Unit Redemption Agreement”) providing for the transfer to, and redemption by the Partnership, on February 3, 2026, of approximately 15.3 million common units of the Partnership.

Occidental indirectly holds all of the equity interests of the general partner and, following the consummation of the transactions contemplated by the Unit Redemption Agreement, indirectly holds 38.3 % of the Partnership’s outstanding common units.

The Unit Redemption Agreement and the GGA Amendment and related transactions were reviewed and approved by the Special Committee of the Board of Directors of the general partner, consisting entirely of independent members of the Board of Directors, and, based upon the recommendation of the Special Committee, the full Board of Directors.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data