4 unchanged sentences
Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of December 31, 2025.
+Added: The Partnership acquired Aris Water Solutions, Inc.
+Added: 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.
+Added: As part of the Partnership’s ongoing integration activities, the Partnership is in the process of incorporating the financial information of Aris into its financial reporting controls and procedures.
+Added: The Consolidated Financial Statements presented in this Form 10-K were prepared using certain information obtained from Aris’s separate legacy systems.
Management’s Annual Report on Internal Control Over Financial Reporting .
5 unchanged sentences
Other Information
−Removed: New Unit Repurchase Program
−Removed: In February 2025, the Board authorized a buyback program of up to $250.0 million of our common units through December 31, 2026 (the “2025 Purchase Program”).
−Removed: The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.
−Removed: The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions.
−Removed: The program does not obligate us to acquire any particular amount of common units and the program may be suspended or discontinued at our discretion without prior notice.
−Removed: Extension of DJ Basin Gas Gathering Agreement
−Removed: On February 26, 2025, WES DJ Gathering LLC (“WDJG”) and KMOG entered into an amendment (“DJ GPA Amendment”) to their Base Contract for Gas Processing (“DJ GPA”), under which WDJG processes gas for KMOG in the DJ Basin.
−Removed: In addition to modifying specific terms of the DJ GPA, the execution of the DJ GPA Amendment had the effect of extending the primary term of the DJ Basin Gas Gathering Agreement through June 30, 2035.
−Removed: Amendments to Executive Severance Plan
−Removed: On February 20, 2025, the Western Midstream Partners, LP Executive Severance Plan was amended (as amended, the “Amended and Restated Executive Severance Plan”) to, among other things, modify the definition of “Cause” for purposes of determining eligibility for separation benefits, clarify the timing of payment of certain separation benefits, and provide that certain newly hired or promoted participants will not be eligible for separation benefits until 180 days from their date of hiring or promotion.
−Removed: The foregoing description of the Amended and Restated Executive Severance Plan is qualified in its entirety by the text of such plan, a copy of which will be filed as an exhibit to WES’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2025.
+Added: Amendments to Executive Change in Control Severance Plan
+Added: On February 12, 2026, the Western Midstream Partners, LP Executive Change in Control Severance Plan was amended (as amended, the “Amended and Restated Executive CIC Severance Plan”) to, among other things, adopt a form of Transition and Separation Agreement and General Release, which provides for a release of claims and customary restrictive covenants for agreements of this type, including confidentiality, non-disparagement, and non-solicitation of customers, employees, and vendors.
+Added: The foregoing description of the Amended and Restated Executive CIC Severance Plan is qualified in its entirety by the text of such plan, filed as Exhibit 10.7 to this form 10-K.
Insider Trading Arrangements
14 unchanged sentences
The officers of our general partner are also officers of WES Operating GP.
−Removed: Our general partner’s Board has seven members, three of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act.
+Added: Our general partner’s Board has eight members, four of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act.
The NYSE does not require a listed limited partnership, such as us, to have a majority of independent directors on the Board or to establish a compensation committee or a nominating committee.
Our Board has affirmatively determined that Messrs.
−Removed: Owen, and David J.
+Added: Owen, Robert G.
+Added: Phillips, and David J.
Schulte, and Ms.
13 unchanged sentences
Shults 40 Senior Vice President and Chief Financial Officer
−Removed: 69 Senior Vice President and Chief Commercial Officer
Christopher B.
7 unchanged sentences
Stewart 68 Director
−Removed: _________________________________________________________________________________________
−Removed: Bourne served as Senior Vice President and Chief Commercial Officer until his retirement on February 18, 2025.
Our directors hold office until their successors are duly elected and qualified or until the earlier of their death, resignation, removal, or disqualification.
6 unchanged sentences
Bennett has served as a member of our Board since August 2019, as Chairperson of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022.
−Removed: Bennett currently serves as President, U.S.
−Removed: Onshore Resources and Carbon Management, Commercial Development at Occidental.
+Added: Bennett currently serves as Senior Vice President, Commercial Development, for Occidental Petroleum Corporation.
+Added: Within this role, Mr.
+Added: Bennett is responsible for strategic guidance supporting long-term strategy, commercial development and organizational development, and leading teams including New Enhanced Oil Recovery (EOR) Ventures, U.S.
+Added: Onshore Portfolio Management, and Integrated Land and Power Development.
+Added: He previously served as President, U.S.
+Added: Onshore Resources and Carbon Management, and President, Commercial Development at Occidental from October 2020 to February 2026.
In this role, Mr.
−Removed: Bennett is responsible for the strategic direction and capital placement for Occidental’s U.S.
+Added: Bennett was responsible for the strategic direction and capital placement for Occidental’s U.S.
Onshore Resources and Carbon Management business.
−Removed: He also served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020.
−Removed: Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016.
+Added: Prior to that, he was President and General Manager of Permian Resources and the Rockies.
+Added: Under his leadership, Permian Resources was the leader in well productivity and capital efficiency in the Permian Basin, one of the leading oil and gas basins in the world.
+Added: He also oversaw Occidental’s oil and gas operations in the Rockies, where the Company is a leading producer in the DJ Basin.
+Added: Bennett has 36 years of industry experience with a strong record of accomplishment in technology, operations and financial leadership.
+Added: His previous roles also include Senior Vice President of Permian Resources and President and General Manager, Permian Resources New Mexico unit, where he led the business to achieve play-leading performance.
+Added: Bennett has also served as Chief Transformation Officer, responsible for aligning technical initiatives, organization and business processes and Vice President, Portfolio and Optimization, pioneering advancements in portfolio and development planning, as well as innovative logistical and operational solutions.
+Added: As Operations Manager, Permian Enhanced Oil Recovery, he oversaw significant improvements in production, operability and cost.
+Added: Bennett joined Oxy as Vice President, Supply Chain - Western Hemisphere, where his responsibilities included global procurement.
+Added: Prior to joining Oxy in 2004, he held a variety of strategy, operations, supply chain and finance roles with SAIC, Hess and Texaco.
Since June 2023, Mr.
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Biography/Qualifications
−Removed: Brown has served as President and Chief Executive Officer of our general partner since October 2024, a member of our Board since August 2019, as Chairperson of the Sustainability Committee from February 2021 to October 2024, and as a member of the Compensation Committee since February 2022.
+Added: Brown has served as President and Chief Executive Officer of our general partner since October 2024, a member of our Board since August 2019, as Chairperson of the Sustainability Committee from February 2021 to October 2024, and as a member of the Compensation Committee from February 2022 to May 2025.
From April 2022 to June 2024, Mr.
−Removed: Brown served as Chief Financial Officer of FREYR Battery, which provides industrial scale clean battery solutions to reduce global emissions.
+Added: Brown served as Chief Financial Officer of FREYR Battery, which provided industrial scale clean battery solutions to reduce global emissions.
Brown previously served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020.
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Shults began her career in the tax practice of Ernst & Young, LLP, and is a Certified Public Accountant.
−Removed: Houston, Texas
−Removed: Officer since:
−Removed: Biography/Qualifications
−Removed: Bourne served as Senior Vice President and Chief Commercial Officer of our general partner from October 2019 until his retirement on February 18, 2025.
−Removed: Prior to joining WES, Mr.
−Removed: Bourne served as a member of the board of directors of Altus Midstream Company from November 2018 to August 2019.
−Removed: Bourne also served as a member of the board of directors and Vice President of Business Development — Marketing of Apache Corporation from April 2017 to August 2019.
−Removed: Prior to joining Apache Corporation, Mr.
−Removed: Bourne served as a consultant advising Smith Production Inc.
−Removed: Bourne served as Senior Vice President of Business Development at American Midstream GP LLC, the general partner of American Midstream Partners, LP from November 2014 until December 31, 2015.
−Removed: Bourne has more than 34 years of experience in midstream corporate business development focused on producer and end-user relations and was one of the founding members of the executive management team for Coral Energy.
Christopher B.
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Forthuber has served as a member of our Board and the Sustainability Committee since December 2021.
−Removed: He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental.
+Added: Prior to his retirement on December 31, 2025, he served as President of Oxy Energy Services, LLC, a subsidiary of Occidental.
In this role, Mr.
−Removed: Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas.
+Added: Forthuber had global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas.
In addition, Mr.
−Removed: Forthuber has global functional responsibility for Health and Safety.
+Added: Forthuber had global functional responsibility for Health and Safety.
Forthuber has more than 40 years of industry experience in oil and gas operations.
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Forthuber has served on the Board of Directors of Net Power, Inc., an NYSE listed company focused on renewable energy.
−Removed: In addition, Mr.
−Removed: Forthuber currently serves as the Vice Chairman for the Midstream Committee of the American Petroleum Institute.
Houston, Texas
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Biography/Qualifications
−Removed: Owen has served as a member of our Board, Chairperson of the Audit Committee, and a member of the Special Committee since September 2020.
−Removed: Owen also serves as Chairman, Chief Executive Officer and President of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States.
+Added: Owen has served as a member of our Board, Chairperson of the Audit Committee, member of the Special Committee since September 2020, and member of the Sustainability Committee since May 2025.
+Added: Owen also serves as Chairman and Chief Executive Officer of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States.
Owen previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018.
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and UBS Investment Bank, where he advised on mergers and acquisitions, joint ventures, IPOs, and equity and debt transactions primarily for the midstream energy sector.
−Removed: Kansas City, Missouri
+Added: Houston, Texas
Director since:
+Added: Biography/Qualifications
+Added: Phillips has served as a member of our Board, and as a member of the Special Committee and Compensation Committee, since May 2025.
+Added: Phillips has 48 years of experience in the energy industry, most recently serving as Founder, Chairman and Chief Executive Officer of Crestwood Equity Partners LP, from its formation in October 2010 until its merger with Energy Transfer LP in November 2023.
+Added: Prior to founding Crestwood, Mr.
+Added: Phillips served as the President and Chief Executive Officer of Enterprise Products Partners L.P., as Chairman and Chief Executive Officer of GulfTerra Energy Partners, L.P.
+Added: (formerly El Paso Energy Partners LP), and as Chairman, President and Chief Executive Officer of Eastex Energy, Inc.
+Added: Phillips serves as a director of South Bow Corporation, which transports Canadian crude oil production to refining markets in the US Midwest and Gulf Coast, and as a director of Enstor, Inc., which is the largest privately owned natural gas storage company in the United States.
+Added: Phillips has previously served as an independent director of Pride International, Inc.
+Added: and Bonavista Energy Corporation.
+Added: Prior to Crestwood’s merger with Energy Transfer, Mr.
+Added: Phillips served on the board of directors of the Energy Infrastructure Council, where he co-chaired its ESG Committee, which focused on the development and implementation of industry-wide sustainability standards across the midstream sector.
+Added: From 2021 to 2023, Mr.
+Added: Phillips served on the National Petroleum Council which advises the United States Department of Energy on oil and gas related matters.
+Added: Phillips has also completed the International Directors Programme in corporate governance at INSEAD in Fontainebleau, France.
+Added: Houston, Texas
+Added: Director since:
September 2020
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Schulte served on the board of, and as Chief Executive Officer of, CorEnergy Infrastructure Trust, Inc., the first publicly traded energy infrastructure real estate investment trust.
−Removed: In February 2024, CorEnergy filed a Chapter 11 bankruptcy case in the Western District of Missouri.
Schulte was also a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new fund development, and as President of several NYSE listed closed-end funds.
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from 2001 to 2005.
−Removed: In addition, he serves on the board of Neighborhood Legal Support of Kansas City, a non-profit law firm working to remedy urban blight.
Schulte is an attorney and Certified Public Accountant (both non-practicing), as well as a Chartered Financial Analyst.
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From the founding of Sheridan in 2006, she served as Chairman, Chief Executive Officer and Chief Investment Officer overseeing all aspects of Sheridan acquisitions and the implementation of Sheridan’s strategy.
−Removed: In September 2019, eight Sheridan entities for which Ms.
−Removed: Stewart served as an executive officer filed a Chapter 11 bankruptcy case in the Southern District of Texas.
Stewart has more than 44 years of experience in the oil and gas industry in engineering and management positions.
3 unchanged sentences
Stewart spent 20 years at Apache, leaving in January 2004 as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety, and corporate purchasing.
+Added: Stewart maintains the National Association of Corporate Directors’ Director Certification (NACD.DC) and earned a Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University.
From December 2019 to March 2024, Ms.
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Stewart is currently a director of Coterra Energy, an NYSE listed energy company focused in the Permian Basin, Anadarko Basin, and Marcellus Shale.
+Added: Section 16(a) Beneficial Ownership Reporting Compliance
+Added: Section 16(a) of the Exchange Act requires our general partner’s directors and executive officers, and persons who own more than 10 percent of a registered class of our equity securities, to file with the SEC, and any exchange or other system on which such securities are traded or quoted, initial reports of ownership and reports of changes in ownership of our common units, and other equity securities.
+Added: Officers, directors, and greater-than-10-percent unitholders are required by the SEC’s regulations to furnish to us, and any exchange or other system on which such securities are traded or quoted, with copies of all Section 16(a) forms they file with the SEC.
+Added: To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that all reporting obligations of our general partner’s officers, directors, and greater-than-10-percent unitholders under Section 16(a) were satisfied during the year ended December 31, 2025, except that on May 19, 2025, a Form 3 was filed in connection with Mr.
+Added: Phillips’ appointment to the Board on May 4, 2025.
Reimbursement of Expenses of Our General Partner and Its Related Parties
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Special Committee.
−Removed: The Special Committee is composed of three independent directors, Messrs.
−Removed: Schulte (Chairperson) and Owen, and Ms.
+Added: The Special Committee is composed of four independent directors, Messrs.
+Added: Schulte (Chairperson), Owen, Phillips, and Ms.
The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental).
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Clark (Chairperson), and Mr.
+Added: Forthuber, and one independent director, Mr.
The Sustainability Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters.
1 unchanged sentence
In February 2022, the Board established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.
−Removed: The Compensation Committee is composed of one independent director, Ms.
−Removed: Stewart (Chairperson), and three non-independent directors, Ms.
−Removed: Bennett and Mr.
−Removed: Brown, who recuses himself from discussions and decisions regarding his compensation.
−Removed: The Compensation Committee held four meetings during 2024.
+Added: The Compensation Committee is composed of two independent directors, Ms.
+Added: Stewart (Chairperson) and Mr.
+Added: Phillips, and two non-independent directors, Ms.
+Added: Clark and Mr.
+Added: The Compensation Committee held three meetings during 2025.
Meeting of Non-Management Directors and Communications with Directors
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Director Attendance
−Removed: The Board of Directors held 10 meetings in 2024.
−Removed: Each of the directors attended 100% of the aggregate number of regularly scheduled meetings of the Board and of the Board committees on which he or she served and which were held during the period that each director served.
+Added: The Board of Directors held six meetings in 2025.
Insider Trading Policy
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Senior Vice President and Chief Financial Officer
−Removed: Senior Vice President and Chief Commercial Officer
+Added: Senior Vice President and Chief Operating Officer
Christopher B.
Senior Vice President, General Counsel and Secretary
−Removed: Senior Vice President and Chief Operating Officer
−Removed: In addition, Mr.
−Removed: Ure, former President and Chief Executive Officer, and Mr.
−Removed: Nebreda, former Senior Vice President, Business Services, were identified as named executive officers for 2024.
+Added: Senior Vice President and Chief Accounting Officer
+Added: In addition, Robert W.
+Added: Bourne, former Senior Vice President, Chief Commercial Officer, was identified as a named executive officer for 2025.
Executive Summary
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• Reviewed our annual cash incentive program design and metrics to confirm their continuing alignment with the Partnership’s overall business strategy;
−Removed: • Upon the appointment of Mr.
−Removed: Brown as President and Chief Executive Officer, reviewed and approved his compensation package;
−Removed: • Approved a discretionary bonus pool for the Partnership’s non-CEO Section 16 officers, which includes the NEOs other than Mr.
−Removed: Brown (the “S16 Discretionary Bonus Pool”);
+Added: • Approved a discretionary bonus pool for the Partnership’s Senior Vice Presidents, which include the NEOs other than Mr.
+Added: Brown (the “Discretionary Bonus Pool”);
• Reviewed the peer group used to benchmark compensation for our executive officers, and made changes, as applicable, to the peer group used to determine the performance of our total unitholder (“TUR”) return incentive awards.
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In particular, during the 2025 fiscal year, WES:
−Removed: • Achieved record annual natural-gas throughput of 5.1 Bcf/d attributable to WES.
−Removed: • Achieved annual crude-oil and NGLs throughput of 530 MBbls/d attributable to WES.
−Removed: • Gathered record annual produced-water throughput of 1,124 MBbls/d attributable to WES.
−Removed: • Achieved year-over-year throughput growth across all products in the Delaware Basin of 14 percent, for both natural gas and crude oil and NGLs, and 11 percent for produced water.
−Removed: • Divested multiple non-operated, non-core assets for $794.8 million, the proceeds of which were used to reduce long-term debt back towards pre-Meritage Midstream acquisition levels.
−Removed: • Commenced operations of the 300 MMcf/d Mentone III processing train in the Delaware Basin and materially progressed construction of the 250 MMcf/d North Loving processing train that is expected to commence operations by the end of the first quarter 2025.
−Removed: • Executed on our capital return framework by returning $1.246 billion to unitholders in 2024, which included a 52-percent increase in our distribution in May 2024, and achieved our year-end 2024 leverage ratio target of 3.0 times by the end of third quarter 2024.
+Added: • Completed the acquisition of Aris, creating one of the largest, fully-integrated Delaware Basin produced-water solutions providers.
+Added: • Achieved year-over-year throughput growth across all products in the Delaware Basin of 9-percent, 6-percent, and 40-percent for natural gas, crude oil and NGLs, and produced water, respectively.
+Added: • Sanctioned the long-haul Pathfinder pipeline to transport over 800 MBbls/d of produced water for disposal and reuse opportunities.
+Added: • Completed construction of the North Loving I natural-gas processing plant, increasing WES’s operated natural-gas processing capacity in the Delaware Basin by 250 MMcf/d.
+Added: • Executed a cost discipline campaign that, excluding the impact of the Aris acquisition, resulted in decreased operation and maintenance expense for the third and fourth quarters compared to the corresponding periods in 2024.
How We Make Compensation Decisions
Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership.
−Removed: Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.
+Added: Although not required by the NYSE listing standards, we have established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.
The Compensation Committee and the Board use several resources in reviewing elements of executive compensation and making compensation decisions.
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Third, our peers use differing compensation practices than we do to varying degrees, and this may require us to make interpretative assumptions and adjustments when comparing data for benchmarking purposes.
−Removed: Fourth, and finally, the Compensation Committee considers each NEO’s individual professional background and performance characteristics in addition to general benchmarking when making final compensation determinations.
+Added: Fourth, and finally, the Compensation Committee considers each NEO’s individual professional background and performance in addition to general benchmarking when making final compensation determinations.
The Board and the Compensation Committee believe the design of our executive compensation program, and the Compensation Committee’s decisions and outcomes in 2025, support our compensation philosophy and objectives by ensuring:
−Removed: • Annual incentive awards earned are based on achievement of individual, financial, operating, safety, and strategic performance goals;
+Added: • Annual incentive awards earned are based on achievement of individual, financial, operating, safety, sustainability and strategic performance goals;
• Performance-based long-term incentive awards are tied to specific and formulaic financial performance and unit price growth objectives;
4 unchanged sentences
Role of the Compensation Committee.
−Removed: Our Compensation Committee, one member of which is an independent director, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program.
+Added: Our Compensation Committee, two members of which are independent directors, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program.
The Compensation Committee is responsible for, among other things, the following:
31 unchanged sentences
The 2025 benchmarking peer group is listed below:
−Removed: Antero Midstream Corporation Magellan Midstream Partners, L.P.
+Added: Antero Midstream Corporation NiSource Inc.
Cheniere Energy, Inc.
−Removed: NiSource Inc.
−Removed: Crestwood Equity Partners LP (1)
NuStar Energy, L.P.
8 unchanged sentences
_________________________________________________________________________________________
−Removed: (1) Crestwood Equity Partners LP was acquired by Energy Transfer, LP as of November 3, 2023.
(1) EnLink Midstream, LLC was acquired by ONEOK, Inc.
1 unchanged sentence
(2) Equitrans Midstream Corporation was acquired by EQT Corporation as of July 22, 2024.
−Removed: (4) Magellan Midstream Partners, L.P.
−Removed: was acquired by ONEOK, Inc.
−Removed: as of September 25, 2023.
(3) NuStar Energy, L.P.
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This assessment included compensation data and program design information that was obtained from the most recent public filings for each peer company.
−Removed: In establishing competitive compensation benchmark levels, Zayla Partners blended the publicly disclosed peer group data with published third-party survey data.
−Removed: The published survey data was gathered based on industry and company size (revenues from $1.0 billion to $6.0 billion) and included the following surveys:
−Removed: Willis Towers Watson Industry Executive Survey, Mercer Total Compensation Survey for the Energy Sector and the Economic Research Institute Executive Compensation Assessor Data for Pipeline and Midstream Services.
+Added: In establishing competitive compensation benchmark levels, Zayla Partners blended the publicly disclosed peer group data with published third-party survey data based on industry and company revenue size.
In establishing the general structure and levels of the officers’ compensation packages, the Compensation Committee reviewed 25th, 50th, and 75th percentile benchmark data;
12 unchanged sentences
Our executive compensation program includes a mix of direct and indirect compensation elements.
−Removed: The performance metrics for our short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy.
+Added: The performance metrics for our short-term and long-term incentive programs include a balance of financial, operational and sustainability targets that align with our business strategy.
A majority of our executive officers’ total compensation opportunity is performance-based;
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Further, 73% of our current CEO’s targeted annual direct compensation, and on average 72% for our other NEOs, is tied directly to WES’s unit performance through their annual long-term incentive awards.
−Removed: We note that Mr.
−Removed: Brown’s executive compensation for 2024 included a target bonus based on the date of his appointment as President and CEO relative to the end of the year and a time-based equity award, but did not include ROA Units or TUR Units, which was reflective of his appointment as President and CEO late in the calendar year.
−Removed: The Board expects Mr.
−Removed: Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards.
Targeted Annual Direct Compensation
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and the target value of the 2025 annual long-term incentive awards.
−Removed: The charts do not include allocations to the non-CEO NEOs under the S16 Discretionary Bonus Pool, if any.
+Added: The charts do not include allocations to the non-CEO NEOs under the Discretionary Bonus Pool, if any.
Direct Compensation Elements.
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Volunteer Participation
−Removed: Greenhouse Gas
+Added: Release Intensity
Based on the achievement of WES’s performance goals, which are aligned with key financial, operational, and sustainability metrics, the annual cash bonus provides incentives for the NEOs to focus and excel in areas aligned with WES’s short-term business objectives.
6 unchanged sentences
In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment.
−Removed: Name Salary Approved in 2023 ($) Salary Approved in 2024 ($) % Change
+Added: Name Salary Approved in 2024 ($)
+Added: Salary Approved in 2025 ($)
950,000 950,000 — %
515,000 545,000 5.8 %
−Removed: Dial 500,000 515,000 3.0 %
−Removed: Bourne 500,000 515,000 3.0 %
−Removed: Holderman (2)
515,000 575,000 11.7 %
+Added: Dial 515,000 520,000 1.0 %
— 465,000 — %
1 unchanged sentence
________________________________________________________________________________________
−Removed: Brown was not an NEO for the year 2023.
−Removed: Holderman was not an NEO for the year 2023.
−Removed: Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024, and departed the company on December 31, 2024.
−Removed: Nebreda departed from the general partner effective August 5, 2024.
+Added: Green was not an NEO for the year 2024.
+Added: Bourne departed from the general partner effective March 3, 2025.
The Board approved the salaries noted above after taking into account the peer benchmark data for the respective positions, and internal compensation alignment considerations for the non-CEO NEOs.
−Removed: The salary increases positioned each incumbent NEO’s base salary slightly above or below the median of the peer benchmark data, and are in line with our stated compensation philosophy of providing annual base compensation that approximates the median of our benchmark peer group.
+Added: The salary increases positioned all but one of the incumbent NEO’s base salary at the median of the peer benchmark data, in line with our stated compensation philosophy of providing annual base compensation that approximates the median of our benchmark peer group.
+Added: One NEO’s base salary is positioned at the 75th percentile because of internal pay equity considerations.
Equity-Based Long-term Incentive Awards.
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Time-Based Units.
−Removed: These units, reflecting 50% of the overall 2024 annual long-term incentive awards for our non-CEO NEOs, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date.
+Added: These units, reflecting 50% of the overall 2025 annual long-term incentive awards for our NEOs, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date.
Upon vesting, the awards are settled in WES units.
20 unchanged sentences
The industry peer group for our 2025 TUR awards is listed below.
−Removed: Companies that were added to the peer group for the 2024 TUR awards are marked with an asterisk.
−Removed: Antero Midstream Corporation Kinder Morgan, Inc.*
−Removed: DT Midstream, Inc.* Kinetik Holdings Inc.
−Removed: Energy Transfer LP MPLX LP
−Removed: EnLink Midstream, LLC (1)
+Added: Antero Midstream Corporation Kinetik Holdings Inc.
+Added: DT Midstream, Inc.
+Added: Energy Transfer LP ONEOK, Inc.
Enterprise Products Partners L.P.
Plains All American Pipeline, L.P.
−Removed: Equitrans Midstream Corporation (2)
+Added: Genesis Energy, L.P.
Targa Resources Corp.
−Removed: Genesis Energy LP The Williams Companies, Inc.
Hess Midstream LP
−Removed: _________________________________________________________________________________________
−Removed: (1) EnLink Midstream, LLC was acquired by ONEOK, Inc.
−Removed: on January 31, 2025.
−Removed: (2) Equitrans Midstream Corporation was acquired by EQT Corporation in July 2024.
+Added: The Williams Companies, Inc.
+Added: Kinder Morgan, Inc.
For the 2025 TUR awards, if during the performance period, a peer company files for bankruptcy or fails to meet the listing requirements of the relevant securities exchange, then the Partnership will drop such company to the bottom of the relative TUR percentile ranking.
17 unchanged sentences
In determining the annual equity awards, and in accordance with our compensation philosophy, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels.
−Removed: The target value of the 2024 annual equity awards granted to the NEOs reflect an increase of approximately 36%, on average, compared to their prior year target value of annual awards.
−Removed: The target long-term incentive award increases generally position each of the NEO awards between the 50 th and 75 th percentiles of the benchmark data, with two of the NEOs positioned above the 75 th percentile because of internal pay equity considerations.
−Removed: Time-Based Award to Mr.
−Removed: Brown’s appointment as President and CEO of the general partner effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special grant of time-based units valued at $6,000,000, which will vest annually over a three-year period subject to Mr.
−Removed: Brown’s continued service through the applicable vesting periods.
−Removed: This award comprises the entirety of Mr.
−Removed: Brown’s equity-based awards for the year 2024 in connection with his executive service.
−Removed: In granting Mr.
−Removed: Brown this award, the Board wished to create retentive value and to align Mr.
−Removed: Brown’s interests with those of our long-term unitholders.
−Removed: Given that Mr.
−Removed: Brown’s appointment occurred late in the fiscal year, his special award included time-based units only.
−Removed: The Board expects Mr.
−Removed: Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards commensurate with the Partnership’s executive compensation philosophy discussed above.
+Added: The target value of the 2025 annual equity awards granted to the incumbent NEOs did not change from their prior year target value.
+Added: Brown’s annual long-term incentive award is positioned at the median, the other NEOs’ annual long-term incentive awards are generally positioned between the 50 th and 75 th percentiles of the benchmark data, with one NEO positioned above the 75 th percentile because of internal pay equity considerations.
Total Target LTI Value ($) (1)
3 unchanged sentences
2,500,000 30,026 1,250,000 15,013 625,000 15,013 625,000
−Removed: Dial 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000
−Removed: Bourne 2,500,000 44,819 1,250,000 22,409 625,000 22,409 625,000
2,500,000 30,026 1,250,000 15,013 625,000 15,013 625,000
+Added: Dial 2,500,000 30,026 1,250,000 15,013 625,000 15,013 625,000
2,000,000 24,021 1,000,000 12,011 500,000 12,011 500,000
2 unchanged sentences
(1) Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards in 2025 Table, which are calculated in accordance with FASB ASC Topic 718.
−Removed: Brown’s values include his special award, discussed above.
−Removed: (3) Per the terms of Mr.
−Removed: Ure’s Transition and Separation Agreement, outstanding time-based awards held by Mr.
−Removed: Ure under any equity incentive plan maintained by the Partnership as of his final separation date will become vested on a pro rata basis on such date.
−Removed: Such awards will generally be settled within sixty (60) days following the applicable vesting date.
−Removed: (4) Per the terms of Mr.
−Removed: Nebreda’s award agreements, upon his departure from the general partner, he received a prorated portion of these awards.
+Added: (2) In addition to Mr.
+Added: Bourne’s annual award noted above, he received 39,357 time-based units in connection with his Retirement Agreement.
Performance Unit Awards — Results for the Performance Period Ended December 31, 2025 .
1 unchanged sentence
These awards had a three-year performance period that began on January 1, 2023, and ended December 31, 2025.
−Removed: Under the 2022 TUR Unit awards, WES ranked 3rd in TUR relative to the established peer group, which resulted in a payout of 150%.
+Added: In determining the treatment of Impacted Peers within the 2023 TUR peer group, the Compensation Committee exercised its discretion under the award agreements and included each Impacted Peer in the results based on their TUR at the time of their relevant transaction.
+Added: Under the 2023 TUR Unit awards, WES ranked 6th in TUR relative to the established peer group, which resulted in a payout of 156%.
Under the 2023 ROA Unit awards, WES achieved a three-year average ROA of 18.6%, which resulted in a payout of 189.2%.
6 unchanged sentences
16,228 30,704 16,228 25,316
+Added: 16,228 30,704 16,228 25,316
Dial 16,228 30,704 16,228 25,316
−Removed: Bourne 8,671 16,189 8,671 13,007
−Removed: Holderman (1)
10,526 19,916 10,526 16,421
16,228 30,704 16,228 25,316
−Removed: Holderman, and Mr.
−Removed: Nebreda were not eligible for a grant of performance units in 2022.
−Removed: (2) Per the terms of Mr.
−Removed: Ure’s Transition and Separation Agreement, outstanding performance-based awards held by Mr.
−Removed: Ure on his final separation date vested on a pro-rata basis with the achievement of any performance conditions determined based upon actual performance as determined by the Board.
+Added: _________________________________________________________________________________________
+Added: Brown was not eligible for a grant of performance units in 2023.
Performance-Based Annual Cash Incentives—WES Cash Bonus Program.
6 unchanged sentences
Name $ % of Salary
−Removed: Dial 412,000 80%
−Removed: Bourne 412,000 80%
1,187,500 125%
+Added: Dial 416,000 80%
_________________________________________________________________________________________
−Removed: (1) Concurrently with Mr.
−Removed: Brown’s appointment as President and CEO effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special target bonus of $300,000 for 2024 under the WES Cash Bonus Program.
−Removed: Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024 and departed the general partner on December 31, 2024.
−Removed: Nebreda departed from the general partner effective August 5, 2024.
−Removed: Our annual incentive program was designed to include measures that support ou r primary business objective of creating long-term value for our unitholders through continued delivery of profitable operations, and increasing returns of capital to stakeholders over time.
−Removed: The overall design and performance metrics under the 2024 WCB Program are generally the same as the 2023 WCB Program.
+Added: Bourne departed from the general partner effective March 3, 2025.
+Added: Our annual incentive program was designed to include measures that support our primary business objective of creating long-term value for our unitholders through continued delivery of profitable operations and increasing returns of capital to stakeholders over time.
+Added: The overall design and performance metrics under the 2025 WCB Program are generally the same as the 2024 WCB Program, but with changes to its safety and emissions-related sustainability components.
+Added: With respect to safety, the Board approved adding a Significant Injury and Fatality (SIF) rate component to the 2025 WCB Program.
+Added: In doing so, the Board determined that a metric based specifically on significant injuries, as opposed to the broader category of injuries included within TRIR, would further enhance the Partnership’s focus on critical safety processes.
+Added: The criteria for the SIF performance goal are included in the footnotes to the table below.
+Added: With respect to emissions, the Board approved adding a quantitative Release Intensity component to the 2025 WCB Program.
+Added: In shifting away from a qualitative performance goal as used in prior years, the Board recognized the Partnership’s year-over-year improvements in its emissions reporting and planning practices, and wished to enhance the Partnership’s focus on quantitative operational improvements based on spill and emissions intensity rates.
+Added: The method for calculating Release Intensity is discussed in the footnotes to the table below.
The table below reflects the Partnership’s 2025 performance metrics, performance targets and performance under these metrics.
7 unchanged sentences
System Operability
+Added: System Operability (3)
20% 98% 99.4% 40%
1 unchanged sentence
5% 0.38 0.52 —%
+Added: 5% 1.0 0.0 10%
Employee Volunteer Participation (6)
4% 50% 68.0% 8%
−Removed: Greenhouse Gas (6)
−Removed: 6% Qualitative Qualitative
+Added: Release Intensity (7)
6% 4.56 2.09 12%
+Added: _________________________________________________________________________________________
(1) Adjusted EBITDA, for purposes of the WCB Program, excludes the effects of revenue recognition cumulative adjustments (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K).
+Added: Performance results reflect reported Adjusted EBITDA of $2,480.8 million, less cumulative catch-up adjustments of $29.5 million and excludes $52.4 million of Aris fourth quarter EBITDA.
(2) Free Cash Flow, for purposes of the WCB Program, excludes the effects of changes in working capital (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K).
−Removed: The performance results for Free Cash Flow reflect the Board’s discretion to adjust the result for approximately $63 million of expenditures incurred in 2024 that otherwise would have been incurred in 2025.
+Added: Performance results reflect reported Free Cash Flow of $1,526.0 million less working capital changes of $206.3 million and excludes negative Aris Free Cash Flow of $87.3 million (primarily transaction costs, EBITDA, capital, and debt-related costs).
(3) System Operability is a measure of the “real” operability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells.
3 unchanged sentences
days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death.
+Added: (5) SIF includes work-related events resulting in a fatality or permanent, life-altering impairments;
+Added: a fatality occurring due to a WES safety system failure results in zero achievement of the TRIR and SIF performance goals.
(6) Employee Volunteer Participation includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)(3).
−Removed: (6) WES set qualitative goals to develop a GHG emissions reduction plan, including various internal initiatives to study the utilization of flyovers in identifying GHG emissions events, and to develop a predictive super-emitter identification program.
+Added: (7) WES set a quantitative sustainability performance goal for Release Intensity, which is calculated as the sum of its release volume to throughput ratios for liquids and gases, respectively.
+Added: The performance target for 2025 was based on a 5% reduction in Release Intensity relative to 2024.
2025 WCB Program Performance Assessment.
In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the targets noted in the above table.
+Added: In determining these results, the Board decided to exclude the impact of the Aris acquisition due to the relatively short ownership period and to provide a clear view of performance against the original targets, without the impact of one-time transaction-related costs.
These performance targets were approved by the Board in February 2025.
−Removed: For Free Cash Flow, the Board exercised its discretion to adjust the result for expenditures incurred in 2024 that would otherwise have been incurred in 2025.
Based upon the results described above and in recognition of the Partnership’s impressive performance across all WCB metrics, including outstanding financial results, sustainability objectives, and customer-focused operational success, the Board approved a payout of 154% under the 2025 WCB Program.
−Removed: S16 Discretionary Bonus Pool.
−Removed: In 2024, the Board also approved an additional discretionary bonus pool under the WCB Program (the “S16 Discretionary Bonus Pool”) for the Partnership’s non-CEO Section 16 officers, which includes the other NEOs.
−Removed: The S16 Discretionary Bonus Pool is equal to 20% of the aggregate base salaries of each non-CEO Section 16 officer, and may be funded in an amount of up to 40% of such aggregate base salaries (i.e.
+Added: Discretionary Bonus Pool.
+Added: In 2025, the Board also approved the Discretionary Bonus Pool for the Partnership’s Senior Vice Presidents, which include the NEOs other than Mr.
+Added: The Discretionary Bonus Pool is equal to 20% of the aggregate base salaries of each of the Senior Vice Presidents, and may be funded in an amount of up to 40% of such aggregate base salaries (i.e.
20% multiplied by up to 200%).
−Removed: Any S16 Discretionary Bonus Pool allocations, shall be based on the recommendation of the CEO and Compensation Committee and are subject to the final approval of the Board.
−Removed: For the S16 Discretionary Bonus Pool, the Board considered the recommendations of the CEO and the Compensation Committee in reviewing the individual performance of the non-CEO Section 16 officers.
−Removed: Based on these recommendations and the Board’s own review, the Board approved S16 Discretionary Bonuses as set forth in the table below.
−Removed: The recommendation for the funding of the S16 Discretionary Bonus Pool was based on the outstanding performance of the non-CEO Section 16 officers (including the NEOs) towards achieving our company goals under the WCB Program.
−Removed: These bonuses were in recognition of the efforts of:
−Removed: Holderman for his assumption of significant additional responsibilities as Chief Operating Officer of WES and for meaningful operational achievements in the Delaware Basin, (b) Ms.
−Removed: Shults on successful efforts to strengthen WES’s balance sheet and effectively manage WES’s capital projects, (c) Mr.
−Removed: Dial on successful divestiture of non-core assets and the effective management of WES’s litigation and governance matters, and (d) Mr.
−Removed: Bourne on the achievement of significant commercial successes during the year in West Texas and the DJ Basin.
+Added: Any Discretionary Bonus Pool allocations shall be based on the recommendation of the CEO and Compensation Committee and are subject to the final approval of the Board.
+Added: For the Discretionary Bonus Pool, the Board considered the recommendations of the CEO and the Compensation Committee in reviewing the individual performance of the Senior Vice Presidents.
+Added: The recommendation for the funding of the Discretionary Bonus Pool was based on the performance of the Senior Vice Presidents (including the NEOs) towards WES’s strong 2025 strategic, operational, and commercial results and the execution of critical WES projects during the year, including the acquisition and integration of Aris, initiation of a successful cost discipline campaign, the completion and sanctioning of key organic growth projects, and the implementation of internal systems improvements.
+Added: The Discretionary Bonus Pool was allocated among the participating officers as disclosed below in recognition of the cross-functional nature of these and other achievements.
Actual Bonuses Earned for 2025.
1 unchanged sentence
2025 WCB Program Corporate Performance Awards ($) (1)
−Removed: S16 Discretionary Bonus Pool Allocation ($)
+Added: Discretionary Bonus Pool Allocation ($)
Total Cash Bonus
1 unchanged sentence
671,440 + 83,930 = 755,370
+Added: 708,400 + 88,550 = 796,950
Dial 640,640 + 80,080 = 720,720
−Removed: Bourne 659,200 + 178,962 = 838,162
572,880 + 71,610 = 644,490
1 unchanged sentence
(1) This amount represents the bonuses attributed to WES’s performance against the performance metrics discussed above, calculated as their target bonus for the year multiplied by the 154% performance factor.
−Removed: Pursuant to the terms of Mr.
−Removed: Ure’s Transition and Separation Agreement, Mr.
−Removed: Ure was eligible to receive the full target bonus under the 2024 WCB Program.
−Removed: This amount was paid in lieu of any other amount payable to Mr.
−Removed: Ure under the Annual Incentive Plan for the year 2024.
−Removed: Nebreda departed from the general partner effective August 5, 2024, and in accordance with the ESP, will receive a pro rata target bonus for the year.
−Removed: These payments are reflected in the “All Other Compensation” column of the Summary Compensation Table.
+Added: Bourne departed from the general partner effective March 3, 2025.
Indirect Compensation Elements
30 unchanged sentences
• Outplacement services for up to nine months;
−Removed: • Any accrued, but unused as of the date of the termination, vacation pay.
+Added: • Any accrued, but unused as of the date of the termination, paid time off.
Executive Change In Control Severance Plan .
6 unchanged sentences
• Outplacement services for up to nine months;
−Removed: • Any accrued, but unused as of the date of the termination, vacation pay.
+Added: • Any accrued, but unused as of the date of the termination, paid time off.
A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below.
−Removed: Ure stepped down from his position as President and Chief Executive Officer of the general partner, effective October 28, 2024.
−Removed: At this time, the Board entered into a Transition and Separation Agreement with him that outlined the terms of his transition and departure from the Partnership.
−Removed: Pursuant to the terms of this Agreement, Mr.
−Removed: Ure continued his employment in the role of advisor until his separation date of December 31, 2024.
−Removed: Upon his separation from the Partnership, he became entitled to receive certain payments and benefits as discussed in further detail under the Potential Payments Upon Termination or Change of Control section below.
−Removed: These payments and benefits are in lieu of any benefits he was entitled to under the ESP.
Additional Compensation Policies and Provisions
30 unchanged sentences
The scheduled blackout periods begin on the last calendar day of the quarter and end two full trading days following the public release of the applicable quarter’s earnings.
−Removed: The blackout periods apply to all WES officers, including our NEOs, all directors of our general partner, employees working in our Longmont, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time.
+Added: The blackout periods apply to all WES officers, including our NEOs, all directors of our general partner, employees working in our office in The Woodlands, Texas, and any other person designated by our General Counsel from time to time.
These blackout restrictions also apply to the immediate family and others who live in their homes, as well as any trust, partnership, or other entity in which the covered individual controls.
20 unchanged sentences
Chief Financial Officer 2023 484,615 756,167 2,044,566 216,000 149,836 3,651,184
+Added: Holderman (6)
+Added: 2025 563,462 88,550 2,672,914 708,400 162,053 4,195,379
+Added: Senior Vice President, 2024 512,692 308,226 2,685,074 601,520 136,272 4,243,784
+Added: Chief Operating Officer
+Added: 2023 — — — — — —
Christopher B.
2 unchanged sentences
General Counsel and Secretary 2023 488,462 536,167 2,044,566 216,000 198,206 3,483,401
−Removed: Bourne 2024 512,692 236,642 2,685,074 601,520 240,324 4,276,252
−Removed: Senior Vice President and 2023 488,462 536,167 2,044,566 216,000 243,591 3,528,786
−Removed: Chief Commercial Officer 2022 421,923 — 1,006,937 533,800 165,975 2,128,635
−Removed: Holderman (6)
2025 465,000 71,610 2,138,397 572,880 232,139 3,480,026
Senior Vice President, 2024 — — — — — —
−Removed: Chief Operating Officer
−Removed: 2022 — — — — — —
+Added: Chief Accounting Officer
2023 — — — — — —
−Removed: Former President and 2023 880,769 1,068,750 6,631,078 607,500 377,560 9,565,657
−Removed: Chief Executive Officer 2022 767,308 — 5,034,558 1,520,938 325,201 7,648,005
2025 101,019 — 4,616,736 — 639,338 5,357,093
Former Senior Vice President
−Removed: Business Services
2024 512,692 236,642 2,685,074 601,520 240,324 4,276,252
+Added: Chief Commercial Officer
2023 488,462 536,167 2,044,566 216,000 243,591 3,528,786
−Removed: (1) For 2023 and 2024, this column reflects (i) the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the years ended December 31, 2023 and 2024, respectively, and (ii) for 2023 and 2024, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.
+Added: _________________________________________________________________________________________
+Added: (1) For 2023 and 2024, this column reflects (i) the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the years ended December 31, 2023 and 2024, respectively, and (ii) for 2023, 2024 and 2025, also includes any allocations to the applicable NEO of the Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.
(2) This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures).
1 unchanged sentence
The grant date fair value of the TUR Units is calculated based on a Monte-Carlo valuation on the grant date.
−Removed: The maximum values, assuming a 200% payout, of the 2024 ROA unit awards as of the grant date for Ms.
+Added: Bourne’s values also include the incremental fair value of awards modified pursuant to the terms of his Retirement Agreement, computed as of the modification date in accordance with FASB ASC Topic 718.
+Added: The maximum values, assuming a 200% payout of the 2025 ROA unit awards as of the grant date for Mr.
Holderman, Mr.
−Removed: Nebreda were approximately $1.25 million, $1.25 million, $1.25 million, $1.25 million, $4.2 million, and $1.25 million, respectively.
−Removed: The maximum values, assuming a 200% payout, of the 2024 TUR unit awards as of the grant date for Ms.
+Added: Green, and Mr.
+Added: Bourne, were approximately $3.0 million, $1.2 million, $1.2 million, $1.2 million, $1.0 million, and $2.1 million, respectively.
+Added: The maximum values, assuming a 200% payout of the 2025 TUR unit awards as of the grant date for Mr.
Holderman, Mr.
−Removed: Nebreda, $1.6 million, $1.6 million, $1.6 million, $1.6 million, $5.4 million, and $1.6 million, respectively.
+Added: Green, and Mr.
+Added: Bourne, were approximately $3.8 million, $1.6 million, $1.6 million, $1.6 million, $1.3 million, and $2.8 million, respectively.
The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value.
6 unchanged sentences
206,609 — 206,609
−Removed: Christopher B.
−Removed: Dial 188,952 — 188,952
−Removed: Bourne 240,324 — 240,324
Holderman (6)
162,053 — 162,053
+Added: Christopher B.
+Added: Dial 201,128 — 201,128
232,139 — 232,139
1 unchanged sentence
_________________________________________________________________________________________
−Removed: (i) The amount for Ms.
−Removed: Shults reflects spousal travel of $7,419 and financial planning and personal excess liability insurance of $2,617.
−Removed: The amount for Mr.
−Removed: Ure reflects the payout of $156,492 of his accrued but unused paid time off balance and $1,162,500 pro-rata target bonus pursuant to his Transition and Separation Agreement.
−Removed: The amount for Mr.
−Removed: Nebreda reflects $1,390,500 for severance benefits, $246,071 pro-rata target bonus for 2024 and $86,660 for the payout of his accrued but unused paid time off balance under the ESP.
−Removed: Additionally, amounts in this column do not include Mr.
−Removed: Ure’s cash separation benefits.
−Removed: Ure is required to comply with the restrictive covenants in his Transition and Separation Agreement on an ongoing basis in order to receive such cash separation benefits over a two-year period following the separation date.
+Added: Bourne’s amount reflects $463,500 in consulting fees, $69,984 pro-rata target bonus for 2025, and $86,660 for the payout of his accrued but unused paid time off balance paid to him pursuant to the terms of his Retirement Agreement.
Brown was appointed President and CEO effective October 28, 2024.
−Removed: Prior to his appointment as CEO, Mr.
−Removed: Brown was a non-employee director of the general partner and received compensation under our director compensation program.
−Removed: The compensation he earned as a non-employee director for 2024 is excluded from these values and disclosed in the Director Compensation section below.
−Removed: Effective with his appointment to CEO, he no longer receives compensation as a non-employee director.
−Removed: Brown was not an NEO for the years ended December 31, 2023 and 2022.
−Removed: Holderman was not an NEO for the years ended December 31, 2023 and 2022.
−Removed: Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024.
−Removed: Pursuant to the terms of his Transition and Separation Agreement, he continued his employment with the Partnership in the role of advisor until December 31, 2024.
−Removed: Nebreda departed from the general partner effective August 5, 2024.
He was not an NEO for the year ended December 31, 2023.
+Added: Holderman was not an NEO for the year ended December 31, 2023.
+Added: Green was not an NEO for the years ending December 31, 2024 and December 31, 2023.
+Added: Bourne departed from the general partner effective March 3, 2025.
Grants of Plan-Based Awards in 2025
5 unchanged sentences
If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants.
−Removed: These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.
+Added: These values exclude any allocation of the Discretionary Bonus Pool to the applicable NEO.
Equity Incentive Plan Awards (ROA Units and TUR Units).
4 unchanged sentences
Time-Based Unit Awards.
−Removed: Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years.
−Removed: Brown’s award begins vesting on October 28, 2025, and all other NEO’s awards begin vesting on February 12, 2025.
+Added: Values disclosed reflect grant date fair values for time-based unit awards that, unless otherwise noted, vest ratably over three years beginning on February 12, 2026.
The awards include tandem distribution equivalent rights paid in cash on a current basis.
7 unchanged sentences
Equity Incentive Plan Awards
−Removed: Award Type Grant Date Threshold
+Added: Name and Award Type Grant Date Threshold
— — 1,187,500 — — — — — —
6 unchanged sentences
TUR Units 02/20/2025 — — — 9,308 15,013 30,026 — 797,941
−Removed: Christopher B.
−Removed: Dial — — 412,000 — — — — — —
+Added: — — 460,000 — — — — — —
Time-Based Units 02/20/2025 — — — — — — 30,026 1,249,982
1 unchanged sentence
TUR Units 02/20/2025 — — — 9,308 15,013 30,026 — 797,941
−Removed: Bourne — — 412,000 — — — — — —
+Added: Christopher B.
+Added: Dial — — 416,000 — — — — — —
Time-Based Units 02/20/2025 — — — — — — 30,026 1,249,982
5 unchanged sentences
TUR Units 02/20/2025 — — — 7,447 12,011 24,022 — 638,385
−Removed: Ure — 1,162,500 — — — — — —
+Added: — 412,000 — — — — — —
Time-Based Units (4)
+Added: 02/20/2025 — — — — — — 12,011 500,018
ROA Units 02/20/2025 — — — 1,501 6,005 12,010 — 249,988
TUR Units 02/20/2025 — — — 3,723 6,005 12,010 — 319,166
−Removed: Nebreda — — 412,000 — — — — — —
Time-Based Units (5)
+Added: 02/20/2025 — — — — — — 39,357 1,638,432
ROA Units (6)
+Added: 02/20/2025 — — — 4,924 19,694 39,388 — 819,861
TUR Units (6)
02/20/2025 — — — 10,695 19,694 39,388 — 1,089,271
+Added: _________________________________________________________________________________________
(1) The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, but there are no individual maximums established.
−Removed: These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.
+Added: These values exclude any allocation of the Discretionary Bonus Pool to the applicable NEO.
(2) The threshold payout disclosed is 25% of target for the ROA awards and 62% of target for the TUR awards.
3 unchanged sentences
For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
−Removed: (4) The target bonus for Mr.
−Removed: Brown was set upon his appointment to President and Chief Executive Officer on October 28, 2024.
−Removed: Phantom units that Mr.
−Removed: Brown received as a non-employee director, prior to this appointment, are excluded from these values and are disclosed in the Director Compensation section below.
+Added: (4) This time-based unit award vests ratably over two years, beginning February 12, 2026.
+Added: (5) Pursuant to Mr.
+Added: Bourne’s Retirement Agreement, this award reflects a new grant of time-based units that was granted to replace the units he would have forfeited under his 2023 and 2024 award agreements upon his retirement.
+Added: The units vest ratably over two years, beginning February 12, 2026.
+Added: The fair value shown reflects the incremental fair value computed as of the modification date in accordance with FASB ASC Topic 718.
+Added: (6) Pursuant to Mr.
+Added: Bourne’s Retirement Agreement, these awards represent Mr.
+Added: Bourne’s 2023 and 2024 performance unit awards that were modified to fully vest without proration, rather than vest on a pro rata basis, and become payable at the end of the applicable performance period based on actual performance.
+Added: The fair value shown reflects the incremental fair value computed as of the modification date in accordance with FASB ASC Topic 718.
Outstanding Equity Awards at Year-End 2025
16 unchanged sentences
TUR Units — — 84,659 3,344,031
−Removed: Christopher B.
Time-Based Units 70,724 2,793,598 — —
1 unchanged sentence
TUR Units — — 84,659 3,344,031
−Removed: Time-Based Units 72,238 2,776,106 — —
−Removed: ROA Units — — 90,721 3,486,408
−Removed: TUR Units — — 65,152 2,503,791
+Added: Christopher B.
Time-Based Units 70,724 2,793,598 — —
15 unchanged sentences
24,020 10,008 10,008 10,008 8,006 —
−Removed: 52,659 — — — —
(2) The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2025 Table.
5 unchanged sentences
1/1/2024 to 12/31/2026
+Added: — 41,838 41,838 41,838 33,472 41,838
1/1/2025 to 12/31/2027
64,858 27,024 27,024 27,024 21,620 10,809
+Added: _______________________________________________________________
(i) Payment of these awards, earned for the performance period ending December 31, 2025, were made in February 2026 after the Board’s certification of the performance results.
20 unchanged sentences
Value Realized
+Added: 52,660 2,042,155
Shults 77,762 3,164,597
+Added: 32,814 1,308,294
Christopher B.
−Removed: Dial 112,048 3,140,585
−Removed: Bourne 95,201 2,669,762
60,736 2,472,929
−Removed: Ure 563,007 16,828,875
44,230 1,800,560
62,077 2,525,859
+Added: _________________________________________________________________________________________
(1) The number of units acquired on vesting includes the time-based units that vested in 2025 and the units that vested under the 2022 ROA Unit and TUR Unit awards with performance periods ending December 31, 2024, which were settled in 2025.
2 unchanged sentences
(3) Values for Mr.
−Removed: Brown exclude the vesting of units he received in his prior role as non-employee director.
+Added: Brown exclude the vesting of units he received in his prior role as a non-employee director.
Pension Benefits for 2025
3 unchanged sentences
Nonqualified Deferred Compensation for 2025
−Removed: The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations.
+Added: The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations.
Eligible compensation includes base salary earnings and annual WCB Program payments.
8 unchanged sentences
— 160,109 55,616 — 484,317
+Added: — 123,553 26,533 — 289,861
Christopher B.
Dial — 154,628 77,673 — 657,000
−Removed: Bourne — 194,324 25,553 — 594,090
— 185,639 88,867 — 760,597
−Removed: Ure — 344,245 47,614 — 1,157,816
— — 60,003 654,093 —
4 unchanged sentences
Shults - $251,626;
+Added: Holderman - $98,322;
Dial - $383,738;
+Added: Green - $104,397;
Bourne - $554,174.
−Removed: Holderman - $0;
−Removed: Ure - $762,601;
−Removed: Nebreda - $74,237.
+Added: Bourne departed from the general partner effective March 3, 2025.
Potential Payments Upon Termination or Change of Control
The following discussion provides information regarding the compensation payable to our NEOs under each termination scenario described below, assuming that the applicable termination event occurred on December 31, 2025, and based on the plans and agreements in place on that date.
−Removed: Nebreda and Ure, the values reported reflect the actual payments they were entitled to upon their departure from the general partner in 2024.
−Removed: Nebreda’s departure from the general partner on August 5, 2024, he received the following benefits under the ESP:
−Removed: cash severance of $1,390,500 payable in lump sum;
−Removed: a prorated annual target bonus for 2024 in the amount of $246,071 paid at the same time as other executives;
−Removed: up to two years of continued health and welfare benefits at the employee rates, valued at $58,589;
−Removed: and he is eligible for the reimbursement of up to nine months of outplacement services.
−Removed: Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $2,204,678.
−Removed: This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024.
−Removed: The performance units will be paid after the end of the performance period based on actual performance.
−Removed: Nebreda will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $228,380.
−Removed: Nebreda entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure.
−Removed: The Release Agreement also includes a release of claims, as well as confidentiality, cooperation, and non-solicitation covenants, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.
−Removed: In connection with Mr.
−Removed: Ure ceasing to be President and CEO of the general partner, he received the benefits described below pursuant to a Transition and Separation Agreement.
−Removed: Ure continued his employment with the Partnership in the role of advisor during the period beginning on October 28, 2024, and ending on December 31, 2024 (the “Separation Date”).
−Removed: As of the Separation Date, Mr.
−Removed: Ure ceased to perform services for the Partnership and became entitled to receive certain payments and benefits (collectively “Separation Benefits”), subject to his continued compliance with the terms of the Transition and Separation Agreement.
−Removed: The Separation Benefits include the following:
−Removed: (a) an amount of cash equal to $4,185,000;
−Removed: payable over a 24-month period;
−Removed: (b) the target bonus under the Annual Incentive Plan in respect of year 2024 in the amount of $1,162,500;
−Removed: and (c) two years of continued health and welfare benefits at the applicable employee rates, valued at $60,402.
−Removed: Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $16,724,967.
−Removed: This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024.
−Removed: The performance units will be paid after the end of the performance period based on actual performance.
−Removed: Ure will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $1,157,816.
−Removed: The Transition and Separation Agreement includes a release of claims, confidentiality, cooperation, non-solicitation, non-disparagement, and non-competition covenants and other provisions customary for an agreement of this type.
−Removed: The cooperation, non-solicitation, non-disparagement, and non-competition covenants feature restricted periods that expire on the 24-month anniversary of the Separation Date.
+Added: Bourne, the values reported reflect the actual payments he was entitled to upon his departure from the general partner in 2025.
+Added: On February 18, 2025, Mr.
+Added: Bourne entered into a Retirement Agreement and General Release (the “Retirement Agreement”) with the Partnership.
+Added: Pursuant to the terms of the Retirement Agreement, Mr.
+Added: Bourne continued his employment with the Partnership in the role of advisor through March 3, 2025 (the “Retirement Date”).
+Added: Through the Retirement Date, Mr.
+Added: Bourne (a) continued to receive his then current base salary and (b) was eligible to receive a full annual cash bonus for 2024, subject to achievement of the applicable performance conditions.
+Added: Bourne continued to participate in the employee benefit plans and programs of the Partnership through the Retirement Date pursuant to their terms.
+Added: Following the Retirement Date, Mr.
+Added: Bourne was engaged by the Partnership as a consultant for a six-month period beginning March 4, 2025, and received consulting fees totaling $463,500.
+Added: As of the Retirement Date, Mr.
+Added: Bourne became entitled to receive certain payments and benefits (collectively “Retirement Benefits”), subject to continued compliance with the terms of the Retirement Agreement.
+Added: The Retirement Benefits included the following:
+Added: (a) a pro rata cash bonus for 2025 in the amount of $69,984;
+Added: (b) pro rata vesting on the Retirement Date of Mr.
+Added: Bourne’s then-outstanding time-vested equity awards, valued at $52,929;
+Added: (c) eligibility for full vesting, without proration, of Mr.
+Added: Bourne’s then-outstanding TUR and ROA performance awards, subject to, and adjusted by, the achievement of any performance conditions determined as set forth in the applicable award agreements, (d) a new time-vested award with an estimated value of $2.1 million that vests over two years, (e) a TUR award with a target value of $250,000 and an ROA award with a target value of $250,000, each subject to performance conditions over a three-year period that are consistent with such conditions in prior awards.
+Added: The estimated value of these outstanding awards as of December 31, 2025, is $8,145,967, which includes his unvested time-based units and unvested performance units, based on performance to date.
+Added: (f) upon his retirement he also was paid his earned and vested balance of $654,093 in the Western
+Added: Midstream Savings Restoration Plan, and (g) continued participation in the Partnership’s basic life, medical and dental plans at the same rates and levels in accordance with the terms of such plans for a two-year period beginning on the Retirement Date, valued at $47,824.
+Added: The Retirement Agreement also included a release of claims, as well as confidentiality, cooperation, non-competition, and non-solicitation covenants, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.
The following tables reflect potential payments to our NEOs under the ESP, CIC Plan, and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2025, and, where applicable, using the closing price of our common unit of $39.50 (as reported on the NYSE as of December 31, 2025).
27 unchanged sentences
Brown’s value reflects 2.0 times the sum of his current base salary plus target bonus.
−Removed: The values for Ms.
−Removed: Dial, Bourne, and Holderman reflect 1.5 times the sum of their current base salary plus target bonus.
+Added: The values for Mses.
+Added: Green and Shults;
+Added: Dial and Holderman reflect 1.5 times the sum of their current base salary plus target bonus.
(2) The amounts reflect a prorated annual target bonus, assuming each NEO’s employment terminated on December 31, 2025.
−Removed: Concurrently with Mr.
−Removed: Brown’s appointment as President and CEO effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special target bonus of $300,000 for 2024 under the WES Cash Bonus Program.
(3) The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2025.
32 unchanged sentences
Brown’s value is calculated as 2.99 times his base salary plus target bonus.
−Removed: The values for Ms.
−Removed: Shults, and Messrs.
−Removed: Dial, Bourne, and Holderman are calculated as 2.0 times their base salary plus target bonus.
+Added: The values for Mses.
+Added: Green and Shults, and Messrs.
+Added: Dial and Holderman are calculated as 2.0 times their base salary plus target bonus.
(2) Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance.
−Removed: The amounts reflect their actual bonuses awarded for 2024 under the WCB Program, as discussed in the C ompensation Discussion and Analysis and exclude any amounts awarded under the S16 Discretionary Bonus Pool.
+Added: The amounts reflect their actual bonuses awarded for 2025 under the WCB Program, as discussed in the C ompensation Discussion and Analysis and exclude any amounts awarded under the Discretionary Bonus Pool.
(3) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, unless performance to date was below target, in which case we have assumed target performance, all as of December 31, 2025.
In the event of a change of control, the performance would be calculated based on the change of control date.
−Removed: Amounts include
−Removed: the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but were not settled until February 2025.
+Added: Amounts include the value of the 2023 annual performance unit awards with performance periods that ended December 31, 2025, but were not settled until February 2026.
(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.
19 unchanged sentences
This population consisted of all employees, whether employed on a full-time or part-time basis.
−Removed: • In compliance with the regulations, we are utilizing the same employee identified for our prior pay ratio disclosure for the year ended December 31, 2023, because there were no changes during the year ended December 31, 2024, with respect to our employee population, employee compensation arrangements, or to the previously-identified median employee’s circumstances that we reasonably believe would result in a significant change to our pay ratio disclosure.
−Removed: We identified the median employee for 2024 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2024.
−Removed: We included all employees, whether employed on a full-time or part-time basis and did not make any estimates, assumptions, or adjustments to the data in identifying the median employee.
+Added: • In compliance with the regulations, for the year ended December 31, 2025, we are utilizing the same employee previously identified for our 2023 and 2024 pay ratio disclosure.
+Added: This median employee, was determined using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2023.
+Added: We included all employees on this effective date, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions, or adjustments to the data in identifying the median employee.
The methodology used in identifying the median employee is consistent with the methodology we used in prior years.
+Added: On October 15, 2025, we completed our acquisition of Aris Water Solutions, Inc.
+Added: (“Aris”), and as allowed under the regulations, we did not include the approximately 233 former Aris employees in our ratio calculation, as these employees did not participate in our compensation programs or move onto our human resources information systems until January 2026.
+Added: There were no changes during the year ended December 31, 2025, with respect to our employee compensation arrangements or to the previously identified median employee’s circumstances that we reasonably believe would result in a significant change to our pay ratio disclosure.
• With respect to calculating the total annual compensation disclosed above for the median employee, we combined all of the elements of such employee’s total compensation for 2025.
16 unchanged sentences
To assist in the 2025 annual review of director compensation, the Board directly retained Zayla Partners to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2025 calendar year.
−Removed: Following such review, no changes to director compensation were recommended for 2024.
+Added: Following such review, the Board approved an increase in the value of the annual phantom unit grant to $160,000.
+Added: No other changes to director compensation were recommended for 2025.
Accordingly, compensation for non-employee directors during 2025 consisted of the following:
4 unchanged sentences
Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law.
−Removed: Following its review of director compensation for 2025, the Board approved an increase in the value of the annual phantom unit grant to $160,000.
Equity Ownership Guidelines.
2 unchanged sentences
Each non-employee director is currently in compliance with these ownership guidelines.
−Removed: The following table sets forth information concerning total director compensation earned during 2024 by each non-employee director, including Mr.
−Removed: Brown’s director compensation earned prior to his appointment as President and CEO:
+Added: The following table sets forth information concerning total director compensation earned during 2025 by each non-employee director:
Name Fees Earned or Paid in Cash
4 unchanged sentences
________________________________________________________________________________________
−Removed: Brown’s fees reflect those earned until his appointment as President and CEO effective October 28, 2024.
−Removed: Upon his appointment, he no longer receives compensation as a non-employee director.
(1) The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2025, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date.
1 unchanged sentence
As of December 31, 2025, Messrs.
−Removed: Brown, Owen, and Schulte and Ms.
−Removed: Stewart each had 5,199 outstanding phantom units.
−Removed: Brown also has outstanding time-based units he received upon his appointment to President and Chief Executive Officer as disclosed in the Outstanding Equity Awards at Year-End 2024 table.
−Removed: The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2024, including to Mr.
−Removed: Brown prior to his appointment as President and CEO:
+Added: Owen, and Schulte and Ms.
+Added: Stewart each had 3,843 outstanding phantom units and Mr.
+Added: Phillips had 4,046 outstanding phantom units.
+Added: Phillips was appointed to the Board on May 5, 2025.
+Added: The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2025:
Name Grant Date Phantom
1 unchanged sentence
Value of Stock Awards
−Removed: Brown February 13 5,199 145,000
February 20 3,843 159,984
+Added: 4,046 160,019
Schulte February 20 3,843 159,984
1 unchanged sentence
_________________________________________________________________________________________
−Removed: (1) The phantom units granted on February 13, 2024, vested in full on February 12, 2025.
+Added: (1) The phantom units granted in 2025, vested in full on February 12, 2026.
Directors received distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.
1 unchanged sentence
The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to the value included above.
+Added: Phillips was appointed to the Board on May 5, 2025 and received his annual grant following his appointment.
Compensation Committee Interlocks and Insider Participation
While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for our executive officers at the recommendation of the Compensation Committee.
−Removed: Bennett and Forthuber, and Ms.
+Added: Bennett and Ms.
Clark, who are directors of our general partner, are also executive or corporate officers of Occidental.
However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors.
−Removed: Oscar Brown, who was appointed as President and Chief Executive Officer in October 2024, also serves as a member of the Compensation Committee.
−Removed: Brown recuses himself from Compensation Committee discussion of, and decisions on, his compensation.
Read Part III, Item 13 below in this Form 10-K for information about relationships among us, our general partner, and Occidental.
31 unchanged sentences
Denver, CO 80203 35,074,357 (1)
−Removed: Common Units Invesco Ltd.
−Removed: 1331 Spring Street NW, Suite 2500
−Removed: Atlanta, GA 30309 22,809,161 (2)
_________________________________________________________________________________________
−Removed: (1) Based upon its Schedule 13G/A filed February 13, 2025, with the SEC with respect to Partnership securities held as of December 31, 2024, ALPS Advisors, Inc.
+Added: (1) Based upon its Schedule 13G/A filed January 6, 2026, with the SEC with respect to Partnership securities held as of December 31, 2025, ALPS Advisors, Inc.
(“ALPS”) has shared voting and dispositive power as to 35,074,357 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 34,658,430 of the common units held by ALPS.
−Removed: (2) Based upon its Form 13F-HR filed February 13, 2025, with the SEC with respect to Partnership securities held as of December 31, 2024, Invesco Ltd.
−Removed: has shared voting power as to common units and dispositive power as to 22,809,161 common units.
Securities Authorized for Issuance Under Equity Compensation Plan
4 unchanged sentences
Outstanding Options,
−Removed: Warrants, and Rights (1)
+Added: Warrants, and
Weighted-Average
3 unchanged sentences
Number of Securities
−Removed: Remaining Available for Future Issuance
+Added: Remaining Available
+Added: for Future Issuance
Compensation Plans
(Excluding Securities
−Removed: Reflected in Column(a))
+Added: Column(a)) (2)
Equity compensation plans approved by security holders
3,723,054 — (3)
−Removed: Equity compensation plans not approved by security holders 139,080 — (2)
Total 3,723,054 — 12,392,987
1 unchanged sentence
(1) Includes performance units at their maximum payout of 200%.
+Added: (2) Includes the available units for issuance we assumed under the Aris Water Solutions Inc.
+Added: 2021 Equity Incentive Plan upon our acquisition of Aris Water Solutions on October 15, 2025.
(3) Phantom and performance units constitute the only rights outstanding under the WES LTIPs.
28 unchanged sentences
General and administrative 217 350 284
−Removed: 350 284 2,338
Total operating expenses 12,101 (56,484) (68,001)
−Removed: Gain (loss) on divestiture and other, net — — (1,756)
_________________________________________________________________________________________
1 unchanged sentence
(2) Includes related-party natural - gas and NGLs imbalances.
−Removed: (3) The year ended December 31, 2022, includes equity - based compensation expense allocated to us by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).
Balance sheets
19 unchanged sentences
Distributions from equity - investment earnings – related parties
−Removed: Capital expenditures — — (470)
+Added: $ 90,973 $ 111,386 $ 155,169
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
−Removed: Proceeds from the sale of assets to related parties — — 200
Distributions to Partnership unitholders (1)
2 unchanged sentences
(29,534) (25,450) (22,850)
−Removed: Net contributions from (distributions to) related parties — — 1,423
Unit repurchases from Occidental (3)
15 unchanged sentences
(1) Includes an intercompany service fee between us and WES Operating.
−Removed: The year ended December 31, 2022, includes equity - based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).
Balance sheets
4 unchanged sentences
76,040 46,773
−Removed: Accrued liabilities 4,717 4,662
_________________________________________________________________________________________
6 unchanged sentences
_________________________________________________________________________________________
−Removed: (1) Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement.
−Removed: The years ended December 31, 2023 and 2022, include distributions made from WES Operating to us that were used to repurchase common units.
+Added: (1) Represents distributions paid to us and Occidental, through its ownership of WGRAH, according to the terms of WES Operating’s partnership agreement.
+Added: The year ended December 31, 2023, included distributions made from WES Operating to us that were used to repurchase common units.
See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Related-party revenues.
−Removed: Related-party revenues include amounts earned by us from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental.
+Added: Related-party revenues include amounts earned by us from services provided to Occidental and from the sale of natural gas, condensate, NGLs, and water solutions volumes to Occidental.
Gathering and processing agreements.
−Removed: We have significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of our systems.
+Added: We have significant gathering, treating, processing, stabilization, and produced-water disposal arrangements with affiliates of Occidental on most of our systems.
While Occidental is our contracting counterparty, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market.
−Removed: For the year ended December 31, 2024, production owned or controlled by Occidental represented 34% of our throughput for natural-gas assets (excluding equity-investment throughput), 91% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 78% of our throughput for produced-water assets.
−Removed: We are currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to our DJ Basin oil - gathering system.
+Added: For the year ended December 31, 2025, excluding the impact of equity-investments, production owned or controlled by Occidental represented 36% of our throughput for natural-gas assets, 91% of our throughput for crude-oil and NGLs assets, and 61% of our throughput for produced-water assets.
+Added: We have 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 our DJ Basin oil - gathering system.
If such discussions are resolved in a manner adverse to us, such resolution could have a negative impact on our financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings.
−Removed: In October 2024, Kerr-McGee Oil and Gas Onshore LP (“KMOG”), a subsidiary of Occidental, and WES DJ Gathering LLC, our subsidiary, executed an amendment (the “Amendment”) to the Gas Gathering Agreement, dated July 1, 2010, as amended (the “DJ Basin Gas Gathering Agreement”) to add four additional well pads under the agreement.
−Removed: 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.
−Removed: Prior to January 1, 2021, Occidental provided marketing-related services to certain of our subsidiaries.
−Removed: While we now market and sell substantially all of our crude oil, residue gas, and NGLs directly to third parties, we still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.
+Added: While we market and sell substantially all of our crude oil, residue gas, and NGLs directly to third parties, we still have some marketing agreements with affiliates of Occidental, the activity for which is reflected in the related-party statements of operations above.
+Added: Operating leases.
+Added: Certain surface - use and salt - water disposal agreements between an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership are classified as operating leases (see Related-party commercial agreement below).
+Added: In addition, the Partnership has operating leases for field offices with Occidental as the lessor.
Related-party expenses.
12 unchanged sentences
Related-party commercial agreement.
−Removed: During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of WES entered into a Commercial Understanding Agreement (“CUA”).
−Removed: Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by us in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments.
−Removed: The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed.
−Removed: 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.
+Added: 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.
+Added: The present value of the reduced usage fees under the amended agreements was $30.0 million at the time the agreement was executed.
+Added: 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.
60 unchanged sentences
1 Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No.
+Added: 2 Agreement and Plan of Merger, dated as of August 6, 2025, by and among Western Midstream Partners, LP, Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC, Aris Water Solutions, Inc.
+Added: and Aris Water Holdings, LLC (incorporated by reference to Exhibit 2.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on August 6, 2025, File No.
1 Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No.
7 unchanged sentences
8 Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No.
−Removed: 9 Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.
+Added: 9 Fourth Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of October 15, 2025.
+Added: (incorporated by reference to Ex hibit 99.1 to Western Midstream Operating , LP ’ s Current Report on Form 8-K filed on November 28, 20 25, File No.
10 Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No.
1 unchanged sentence
12 Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.
+Added: Number Description
13 Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No.
1 unchanged sentence
2 Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No.
−Removed: Number Description
3 Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No.
13 unchanged sentences
17 Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.
−Removed: 18 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.
Number Description
18 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.
+Added: 19 Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No.
20 Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No.
4 unchanged sentences
25 Form of 5.450% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on August 20, 2024, File No.
+Added: 26 Fifteenth Supplemental Indenture, dated as of December 4, 2025, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee.
+Added: (incorporated by reference to Exhibit 4.1 to W estern Midstream Operating, LP ’ s Current Report on Form 8-K file d on December 4, 2025, F i le No.
+Added: 27 Form of 4.800% Senior Notes due 2031 (included as Exhibit A-1 to Exhibit 4.
+Added: 1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on D ecember 4 , 202 5 , File No.
+Added: 28 Form of 5 .
+Added: 5 00% Senior Notes due 203 5 (included as Exhibit A- 2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on December 4, 2025, File No.
+Added: 29 Indenture, dated as of March 25, 2025, by and among Aris Water Holdings, LLC, the guarantors named therein and Computershare Trust Company, N.A., as trustee.
+Added: (incorporated by reference to Exhibit 4.1 to Aris Water Solutions, Inc.’s Current Report on Form 8-K filed on March 25, 2025, File No.
+Added: 30 Form of 7.250% Senior Notes due 2030 (included as Exhibit A in Exhibit 4.1 to Aris Water Solutions, Inc.’s Current Report on Form 8-K filed on March 25, 2025, File No.
+Added: 31 Supplemental Indenture, dated as of October 15, 2025, by and among Western Midstream Operating, LP and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on October 15, 2025, File No.
1 Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.
2 Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No.
+Added: 3 Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No.
4 Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.
−Removed: 4 Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.
−Removed: 5 Western Midstream Partners, LP Executive Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No.
−Removed: 6 Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No.
−Removed: 7 Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No.
−Removed: 8 Form of Award Agreement under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No.
−Removed: 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No.
−Removed: 9 Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No.
Number Description
−Removed: 10 Form of Award Agreement for outside directors under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Western Gas Equity Partners, LP’s Registration Statement on Form S-8 filed on January 30, 2013, File No.
5 Western Midstream Partners, LP Incentive Compensation Program (incorporated by reference to Exhibit 10.19 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 22, 2023, File No.
+Added: 6 Western Midstream Partners, LP Executive Severance Plan (Amended and Restated as of February 20, 2025) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 7, 2025, File No.
+Added: 7 Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of February 12, 2026).
+Added: 8 Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No.
+Added: 9 Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.
+Added: 10 Form of Director Award Agreement (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No.
+Added: 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No.
11 Form of 2023 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 3, 2023, File No.
3 unchanged sentences
15 Transition and Separation Agreement and General Release entered into by and between Western Midstream Partners, LP and Michael P.
+Added: Ure (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 26, 2025, File No.
+Added: 16 Retirement Agreement, dated February 18, 2025, between Robert W.
+Added: Bourne and Western Midstream Partners, LP (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 7, 2025, File No.
17 Fourth Amended and Restated Revolving Credit Agreement, dated as of April 6, 2023, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on April 10, 2023, File No.
1 unchanged sentence
19 Form of Commercial Paper Dealer Agreement between WES Operating, as Issuer, and the Dealer party thereto, for the Commercial Paper Program (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on November 16, 2023, File No.
−Removed: 20 Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No.
20 Gas Gathering Agreement effective July 1, 2010 between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP, as amended by Amendment No.
4 unchanged sentences
21 Amendment to Gas Gathering Agreement effective August 1, 2017, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on July 26, 2017, File No.
+Added: Number Description
22 Amendment to Gas Gathering Agreement effective January 1, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.29 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No.
1 unchanged sentence
24 Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.42 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No.
−Removed: Number Description
+Added: 25 Amendment to Gas Gathering Agreement, dated effective September 30, 2024, between WES DJ Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.28 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 26, 2025, File No.
26 Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream, LLC, dated October 8, 2018 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on October 31, 2018, File No.
27 Second Amendment to Gas Gathering Agreement by and between Delaware Basin Midstream LLC and Anadarko E&P Onshore LLC, effective as of the May 1, 2023 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 8, 2023, File No.
−Removed: 28 Amendment to Gas Gathering Agreement, dated effective September 30, 2024 , between WES DJ Gathering LLC and Kerr-McGee Oil & Gas Onshore LP .
−Removed: 1 WES Insider Trading Policy .
+Added: 28 Third Amendment to Gas Gathering Agreement by and between Delaware Basin Midstream LLC and Anadarko E&P Onshore LLC, dated January 16, 2026 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-Q filed on January 22, 2026, File No.
+Added: 1 WES Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 26, 2025, File No.
1 List of Subsidiaries of Western Midstream Partners, LP.
2 unchanged sentences
1 Power of Attorney (included on the signatures page of this annual report on Form 10-K).
+Added: Number Description
1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
50 unchanged sentences
Brown President, Chief Executive Officer and Director
−Removed: Brown (Principal Executive and Financial Officer)
+Added: Brown (Principal Executive Officer)
/s/ Kristen S.
10 unchanged sentences
Owen Director
+Added: /s/ Robert G.
Schulte Director
1 unchanged sentence
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.