What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 220 added, 98 removed, 774 unchanged (29% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands except per-unit amounts 2026 2025 2026 2025

14 unchanged sentences

Long - lived asset and other impairments

551 686 1,159 689

Total operating expenses (2)

4 unchanged sentences

Interest expense ( 108,984 ) ( 95,170 ) ( 222,374 ) ( 192,463 )

Gain (loss) on early extinguishment of debt ( 150 ) — ( 150 ) —

Other income (expense), net 2,834 3,692 9,564 11,169

18 unchanged sentences

_________________________________________________________________________________________

(1) Total revenues and other includes related-party amounts of $ 561.5 million and $ 558.4 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Total operating expenses includes related-party amounts of $( 4.6 ) million and $( 12.1 ) million for the three months ended March 31, 2026 and 2025, respectively, all primarily related to changes in imbalance positions.

(1) Total revenues and other includes related-party amounts of $ 570.0 million and $ 1.1 billion for the three and six months ended June 30, 2026, respectively, and $ 576.2 million and $ 1.1 billion for the three and six months ended June 30, 2025, respectively.

(2) Total operating expenses includes related-party amounts of $ 41.0 million and $ 36.4 million for the three and six months ended June 30, 2026, respectively, and $( 7.3 ) million and $( 19.4 ) million for the three and six months ended June 30, 2025, respectively, all primarily related to changes in imbalance positions.

(3) See Note 6 .

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units March 31,

thousands except number of units June 30,

2026 December 31,

33 unchanged sentences

Equity and partners’ capital

Common units ( 393,775,833 and 408,141,366 units issued and outstanding at March 31, 2026, and December 31, 2025, respectively)

Common units ( 413,172,388 and 408,141,366 units issued and outstanding at June 30, 2026, and December 31, 2025, respectively)

4,253,799 4,016,606

General partner units ( 9,060,641 units issued and outstanding at March 31, 2026, and December 31, 2025)

General partner units ( 9,060,641 units issued and outstanding at June 30, 2026, and December 31, 2025)

Total partners’ capital 4,258,306 4,021,230

3 unchanged sentences

________________________________________________________________________________________

(1) Total assets includes related - party amounts of $ 926.5 million and $ 946.4 million as of March 31, 2026, and December 31, 2025, respectively, which includes related - party accounts receivable, net of $ 390.5 million and $ 407.9 million as of March 31, 2026, and December 31, 2025, respectively.

(2) Total liabilities includes related - party amounts of $ 1.2 billion and $ 666.9 million as of March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $ 25.0 million and $ 20.6 million as of March 31, 2026, and December 31, 2025, respectively.

(1) Total assets includes related - party amounts of $ 906.0 million and $ 946.4 million as of June 30, 2026, and December 31, 2025, respectively, which includes related - party accounts receivable, net of $ 370.5 million and $ 407.9 million as of June 30, 2026, and December 31, 2025, respectively.

(2) Total liabilities includes related - party amounts of $ 1.2 billion and $ 666.9 million as of June 30, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $ 30.5 million and $ 20.6 million as of June 30, 2026, and December 31, 2025, respectively.

See accompanying Notes to Consolidated Financial Statements.

16 unchanged sentences

Balance at March 31, 2026 $ 3,361,526 $ 4,265 $ 141,199 $ 3,506,990

Net income (loss) 394,884 8,668 11,699 415,251

Distributions to Chipeta noncontrolling interest owner — — ( 1,881 ) ( 1,881 )

Distributions to noncontrolling interest owner of WES Operating — — ( 7,173 ) ( 7,173 )

Distributions to Partnership unitholders ( 366,217 ) ( 8,426 ) — ( 374,643 )

Acquisition-related issuance of units 851,963 — — 851,963

Equity-based compensation expense 13,507 — — 13,507

Other ( 1,864 ) — — ( 1,864 )

Balance at June 30, 2026 $ 4,253,799 $ 4,507 $ 143,844 $ 4,402,150

________________________________________________________________________________________

12 unchanged sentences

Balance at March 31, 2025 $ 3,183,365 $ 10,045 $ 140,161 $ 3,333,571

Net income (loss) 333,750 7,930 9,082 350,762

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

Distributions to Partnership unitholders ( 347,008 ) ( 8,245 ) — ( 355,253 )

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

Other ( 1,588 ) — 2,500 912

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

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended

thousands 2026 2025

5 unchanged sentences

Non - cash equity - based compensation expense

24,361 18,961

Deferred income taxes 2,258 2,012

4 unchanged sentences

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

(Gain) loss on early extinguishment of debt 150 —

Other 325 233

6 unchanged sentences

Capital expenditures ( 506,065 ) ( 321,025 )

Acquisitions from third parties ( 818,723 ) —

Contributions to equity investments – related parties ( 2,578 ) —

6 unchanged sentences

Repayments of debt ( 800,505 ) ( 1,000,589 )

Commercial paper borrowings (repayments), net 162,905 —

Increase (decrease) in outstanding checks 14,858 ( 7,656 )

12 unchanged sentences

Income taxes paid (reimbursements received) 13,618 2,301

Asset retirement cost additions and revisions, net 30,892 5,795

Acquisition-related issuance of units 851,963 —

WES unit redemption with Occidental (1)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

20 unchanged sentences

Interest expense ( 108,984 ) ( 95,170 ) ( 222,374 ) ( 192,463 )

Gain (loss) on early extinguishment of debt ( 150 ) — ( 150 ) —

Other income (expense), net 2,760 3,643 9,400 11,074

5 unchanged sentences

________________________________________________________________________________________

(1) Total revenues and other includes related-party amounts of $ 561.5 million and $ 558.4 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Total operating expenses includes related-party amounts of $( 3.1 ) million and $( 10.6 ) million for the three months ended March 31, 2026 and 2025, respectively, all primarily related to changes in imbalance positions.

(2) Total operating expenses includes related-party amounts of $ 41.9 million and $ 38.9 million for the three and six months ended June 30, 2026, respectively, and $( 6.4 ) million and $( 17.0 ) million for the three and six months ended June 30, 2025, respectively, all primarily related to changes in imbalance positions.

(3) See Note 6 .

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

thousands except number of units March 31,

thousands except number of units June 30,

2026 December 31,

33 unchanged sentences

Equity and partners’ capital

Common units ( 404,147,536 and 403,205,667 units issued and outstanding at March 31, 2026, and December 31, 2025, respectively)

Common units ( 424,275,541 and 403,205,667 units issued and outstanding at June 30, 2026, and December 31, 2025, respectively)

3,623,537 3,347,576

Preferred units ( 21,965,846 units issued and outstanding at March 31, 2026, and December 31, 2025)

Preferred units ( 21,965,846 units issued and outstanding at June 30, 2026, and December 31, 2025)

868,978 868,978

4 unchanged sentences

_________________________________________________________________________________________

(1) Total assets includes related - party amounts of $ 932.8 million and $ 943.2 million as of March 31, 2026, and December 31, 2025, respectively, which includes related - party accounts receivable, net of $ 401.4 million and $ 407.9 million as of March 31, 2026, and December 31, 2025, respectively.

(2) Total liabilities includes related - party amounts of $ 1.2 billion and $ 722.3 million as of March 31, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $ 25.0 million and $ 76.0 million as of March 31, 2026, and December 31, 2025, respectively.

(1) Total assets includes related - party amounts of $ 901.1 million and $ 943.2 million as of June 30, 2026, and December 31, 2025, respectively, which includes related - party accounts receivable, net of $ 370.5 million and $ 407.9 million as of June 30, 2026, and December 31, 2025, respectively.

(2) Total liabilities includes related - party amounts of $ 1.2 billion and $ 722.3 million as of June 30, 2026, and December 31, 2025, respectively, which includes related-party accounts and imbalance payables of $ 33.9 million and $ 76.0 million as of June 30, 2026, and December 31, 2025, respectively.

See accompanying Notes to Consolidated Financial Statements.

12 unchanged sentences

Balance at March 31, 2026 $ 2,723,066 $ 868,978 $ 34,330 $ 3,626,374

Net income (loss) 398,939 14,945 3,918 417,802

Acquisition-related issuance of units 851,963 — — 851,963

Distributions to Chipeta noncontrolling interest owner — — ( 1,881 ) ( 1,881 )

Distributions to WES Operating unitholders ( 363,738 ) ( 14,945 ) — ( 378,683 )

Contributions of equity-based compensation from WES 13,307 — — 13,307

Balance at June 30, 2026 $ 3,623,537 $ 868,978 $ 36,367 $ 4,528,882

________________________________________________________________________________________

8 unchanged sentences

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

Net income (loss) 348,912 2,102 351,014

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

Contributions of equity-based compensation from WES 10,563 — 10,563

Other — 2,500 2,500

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

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

thousands 2026 2025

10 unchanged sentences

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

(Gain) loss on early extinguishment of debt 150 —

Other 325 233

6 unchanged sentences

Capital expenditures ( 506,065 ) ( 321,025 )

Acquisitions from third parties ( 818,723 ) —

Contributions to equity investments – related parties ( 2,578 ) —

6 unchanged sentences

Repayments of debt ( 800,505 ) ( 1,000,589 )

Commercial paper borrowings (repayments), net 162,905 —

Increase (decrease) in outstanding checks 12,252 ( 7,656 )

11 unchanged sentences

Income taxes paid (reimbursements received) 13,618 2,301

Asset retirement cost additions and revisions, net 30,892 5,795

Acquisition-related issuance of units 851,963 —

Distribution of receivable related to the WES unit redemption with Occidental (1)

7 unchanged sentences

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

As of March 31, 2026, the Partnership owns, directly and indirectly, a 98.1 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating.

In addition, Occidental owns the Partnership’s general partner and, as of March 31, 2026, a 1.9 % limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”).

As of June 30, 2026, the Partnership owns, directly and indirectly, a 98.2 % limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non - economic general partner interest in WES Operating.

In addition, Occidental owns the Partnership’s general partner and, as of June 30, 2026, a 1.8 % limited partner interest in WES Operating through its ownership of WGR Asset Holding Company LLC (“WGRAH”).

See Noncontrolling interests below.

5 unchanged sentences

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

On June 11, 2026, the Partnership completed the acquisition of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction, pursuant to the Membership Interest Purchase Agreement, dated as of May 6, 2026, by and among the Partnership, B-2 Holdings LLC, a wholly owned subsidiary of the Partnership, and Brazos Permian II, LLC.

Also, immediately following the closing of the Brazos Delaware acquisition, the Partnership and WES Operating entered into certain post-closing restructuring transactions through which Brazos Delaware and its subsidiaries became indirect wholly owned subsidiaries of WES Operating.

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

5 unchanged sentences

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

As of March 31, 2026, the Partnership’s assets and investments consisted of the following:

As of June 30, 2026, the Partnership’s assets and investments consisted of the following:

Operated Operated

27 unchanged sentences

Noncontrolling interests.

The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third - party interest in Chipeta for all periods presented and (ii) the 1.9 %, 1.9 %, and 2.0 % limited partner interest in WES Operating as of March 31, 2026, December 31, 2025, and March 31, 2025, respectively, owned by an Occidental subsidiary.

The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25 % third - party interest in Chipeta for all periods presented and (ii) the 1.8 %, 1.9 %, and 2.0 % limited partner interest in WES Operating as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively, owned by an Occidental subsidiary.

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

As of March 31, 2026, and December 31, 2025, other current assets includes (i) $ 0.8 million and $ 2.7 million, respectively, of NGLs inventory and (ii) $ 14.0 million and $ 10.1 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of March 31, 2026, and December 31, 2025, other assets includes (i) $ 4.5 million and $ 3.2 million, respectively, of NGLs line - fill inventory and (ii) $ 141.9 million and $ 131.6 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

As of June 30, 2026, and December 31, 2025, other current assets includes (i) $ 1.3 million and $ 2.7 million, respectively, of crude oil and NGLs inventory and (ii) $ 11.2 million and $ 10.1 million, respectively, of materials and supplies inventory that are classified as short term on the consolidated balance sheets.

As of June 30, 2026, and December 31, 2025, other assets includes (i) $ 7.5 million and $ 3.2 million, respectively, of NGLs line - fill inventory and (ii) $ 158.9 million and $ 131.6 million, respectively, of materials and supplies inventory that are classified as long term on the consolidated balance sheets.

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

2 unchanged sentences

See Note 11 .

Equity-based compensation.

During the three months ended March 31, 2026 and 2025, the Partnership issued 941,869 and 770,505 common units, respectively, under its long-term incentive plans.

Compensation expense was $ 11.0 million and $ 8.2 million for the three months ended March 31, 2026 and 2025, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

New accounting pronouncements not yet adopted.

3 unchanged sentences

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

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table summarizes revenue from contracts with customers:

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

8 unchanged sentences

Contract balances.

Receivables from customers, which are included in accounts receivable, net on the consolidated balance sheets, were $ 807.5 million and $ 737.0 million as of March 31, 2026, and December 31, 2025, respectively.

Receivables from customers, which are included in accounts receivable, net on the consolidated balance sheets, were $ 933.5 million and $ 737.0 million as of June 30, 2026, and December 31, 2025, respectively.

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

3 unchanged sentences

Additional estimated revenues recognized (2)

Contract assets balance at March 31, 2026 $ 16,802

Contract assets at March 31, 2026

Amounts acquired with the acquisition of Brazos Delaware (3)

Contract assets balance at June 30, 2026 $ 14,566

Contract assets at June 30, 2026

Other current assets $ 7,208

1 unchanged sentence

Total contract assets from contracts with customers $ 14,566

_________________________________________________________________________________________

(1) Includes $(2.7) million for the three months ended June 30, 2026.

(2) Includes $(0.4) million for the three months ended June 30, 2026.

(3) See Note 3 .

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

1 unchanged sentence

REVENUE FROM CONTRACTS WITH CUSTOMERS

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

Contract liabilities primarily relate to (i) consideration received from customers for which revenue recognition is deferred and (ii) aid - in - construction payments received from customers that must be recognized over the expected period of customer benefit.

The following table summarizes activity related to contract liabilities from contracts with customers:

3 unchanged sentences

Non-cash consideration received for WES unit redemption from Occidental, net of revenues recognized in the period (3)

Contract liabilities balance at March 31, 2026 $ 1,335,354

Contract liabilities at March 31, 2026

Amounts acquired with the acquisition of Brazos Delaware (4)

Contract liabilities balance at June 30, 2026 $ 1,284,996

Contract liabilities at June 30, 2026

Accrued liabilities $ 192,031

2 unchanged sentences

________________________________________________________________________________________

(1) Includes $( 10.1 ) million for the three months ended June 30, 2026.

(2) Includes $( 24.3 ) million for the three months ended June 30, 2026.

(3) See Note 6 .

(4) See Note 3 .

Transaction price allocated to remaining performance obligations.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2026, are presented in the table below.

Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2026, are presented in the table below.

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

8 unchanged sentences

ACQUISITIONS AND DIVESTITURES

Brazos Delaware.

On June 11, 2026, the Partnership closed on the acquisition of Brazos Delaware for an aggregate purchase price of approximately $ 1.67 billion, subject to certain customary post-closing adjustments, consisting of (i) $ 820.3 million in cash, funded with borrowings on the commercial paper program and revolving credit facility (the “RCF”) (see Note 9 ), and (ii) $ 852.0 million of Partnership common units (see Note 5 ).

The Partnership acquired Brazos Delaware to expand its gathering and processing footprint in the Delaware Basin and access additional customers in the area.

Brazos Delaware owns a gathering and processing system in the Delaware Basin (the “Comanche complex”), with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties.

The Comanche complex includes approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.

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

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

Results of operations attributable to the acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the second quarter of 2026.

For the six months ended June 30, 2026, acquisition-related transaction costs of $ 6.6 million, consisting primarily of third-party consulting and legal fees, are included in General and administrative expenses in the consolidated statements of operations.

The following is the preliminary acquisition-date fair value for the assets acquired and liabilities assumed in the acquisition.

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

Assets acquired:

Cash and cash equivalents $ 3,991

Accounts receivable, net 79,065

Other current assets 1,284

Property, plant, and equipment 1,126,838

Goodwill 35,889

Other intangible assets

Other assets 19,220

Total assets acquired 1,761,287

Liabilities assumed:

Accounts payable and accrued liabilities

Other current liabilities 7,777

Asset retirement obligation 20,313

Other liabilities 17,813

Total liabilities assumed

Net assets acquired $ 1,672,245

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

Goodwill recognized in the Brazos acquisition relates primarily to enhancing and diversifying the Partnership’s asset position, as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its natural-gas and crude-oil gathering systems.

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

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

These intangible assets are being amortized on a straight-line basis over an initial period of 30 years, which represents the estimated term over which the customer contracts are expected to contribute to the Partnership’s cash flows.

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

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

The following table presents the pro forma condensed financial information of the Partnership as if the acquisition had occurred on January 1, 2025:

Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

Revenues and other $ 1,281,810 $ 1,022,156 $ 2,491,214 $ 2,016,972

Net income (loss)

413,623 361,206 790,277 686,262

The following table presents the pro forma condensed financial information of WES Operating (which is included in the Partnership’s pro forma condensed financial information) as if the acquisition had occurred on January 1, 2025:

Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

Revenues and other $ 1,281,810 $ 1,022,156 $ 2,491,214 $ 2,016,972

Net income (loss)

416,174 361,458 796,458 686,280

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

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

The pro forma adjustments reflect pre-acquisition results of the acquisition including (i) net increases to revenues of $ 19.0 million and $ 27.4 million for the three and six months ended June 30, 2026, respectively, and net decreases to revenues of $ 6.7 million and $ 26.0 million for the three and six months ended June 30, 2025, respectively, with corresponding adjustments to cost of product, to adjust revenues and cost of product to conform to the Partnership’s accounting policies, including presenting certain product purchases under processing arrangements on a net basis within revenues rather than on a gross basis within cost of product, (ii) adjustments of $ 5.4 million and $ 12.2 million for the three and six months ended June 30, 2026, respectively, and $ 6.4 million and $ 12.8 million for the three and six months ended June 30, 2025, respectively, to decrease depreciation and amortization expense based on the acquisition-date fair value and estimated useful lives of property, plant, and equipment, and intangible assets, (iii) net decreases to interest expense of $ 2.0 million and $ 4.1 million for the three and six months ended June 30, 2026, respectively, and $ 4.3 million and $ 8.8 million for the three and six months ended June 30, 2025, respectively, reflecting the interest expense on the commercial paper program and RCF borrowing used to finance the cash-funded portion of the acquisition, net of the elimination of Brazos’s historical interest expense on higher-rate debt that was repaid at closing and not assumed by the Partnership, (iv) the exclusion of $ 9.6 million of loss on the early extinguishment of debt for the three and six months ended June 30, 2026, which related to Brazos's historical debt that was repaid at closing and not assumed by the Partnership, and (v) the exclusion of Brazos’s historical net gains of $ 1.0 million and $ 5.6 million on the interest rate derivatives for the three and six months ended June 30, 2026, respectively, and net losses of $ 4.3 million and $ 10.9 million for the three and six months ended June 30, 2025, respectively, as the related derivatives were settled prior to closing and the underlying debt was not assumed.

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

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

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

The pro forma information in the table above includes $ 16.2 million of revenues and $ 12.1 million of expenses for the three and six months ended June 30, 2026, respectively, attributable to the assets acquired as part of the acquisition that are included in the Partnership’s and WES Operating’s consolidated statements of operations.

On October 15, 2025, the Partnership closed on the acquisition of Aris by merger in a transaction valued at $ 2.0 billion, including the cash and equity merger consideration, Aris’s outstanding debt of $ 80.0 million in revolving credit facility borrowings that were repaid at closing, and $ 500.0 million in principal amount of senior notes (see Note 9 ).

6 unchanged sentences

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

For the three months ended March 31, 2026, general and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs of $ 0.5 million.

The following is the preliminary acquisition-date fair value for the assets acquired and liabilities assumed in the Aris acquisition.

Measurement period adjustments recorded during the three months ended March 31, 2026, resulted in a $ 5.6 million reduction to goodwill.

For the six months ended June 30, 2026, general and administrative expenses in the consolidated statements of operations include acquisition-related transaction costs of $ 0.2 million.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Aris acquisition.

Measurement period adjustments recorded during the six months ended June 30, 2026, resulted in a $ 2.3 million increase to goodwill.

Assets acquired:

14 unchanged sentences

Net assets acquired $ 1,427,185

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DIVESTITURES

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

4 unchanged sentences

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

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARTNERSHIP DISTRIBUTIONS

12 unchanged sentences

March 31 $ 0.930 $ 374,643 May 15, 2026 May 1, 2026

June 30 0.930 392,679 August 14, 2026 July 31, 2026

WES Operating partnership distributions.

9 unchanged sentences

March 31 $ 378,683 May 2026

June 30 405,281 August 2026

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

2 unchanged sentences

Holdings of Partnership equity.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of March 31, 2026, Occidental held 150,374,176 common units, representing a 37.3 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.2 % general partner interest in the Partnership.

The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of June 30, 2026, Occidental held 150,374,176 common units, representing a 35.6 % limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.1 % general partner interest in the Partnership.

The public held 262,798,212 common units, representing a 62.3 % limited partner interest in the Partnership.

On January 16, 2026, the Partnership and subsidiaries of Occidental entered into a unit redemption agreement (“Unit Redemption Agreement”) providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership (see Note 6 ), valued at $ 610.0 million.

On June 11, 2026, in connection with the closing of the Brazos Delaware acquisition (see Note 3 ), the Partnership issued 19,389,239 common units to the seller and its affiliate designees.

In connection with the issuance, the Partnership entered into a registration rights and lock-up agreement with the unit recipients, pursuant to which the Partnership agreed to file a registration statement covering the resale of such common units within 60 days following the closing date, and the recipients agreed not to transfer the units for a period of six months following the closing date, subject to customary exceptions.

Partnership equity repurchases.

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

During the three months ended March 31, 2026, the Partnership repurchased no common units.

As of March 31, 2026, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

During the six months ended June 30, 2026, the Partnership repurchased no common units.

As of June 30, 2026, the Partnership had an authorized amount of $ 250.0 million remaining under the program.

Holdings of WES Operating equity.

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

As of March 31, 2026, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.1 % limited partner interest and the entire non - economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 1.9 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1 ).

As of June 30, 2026, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.2 % limited partner interest and the entire non - economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 1.8 % limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1 ).

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

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Three Months Ended

June 30, Six Months Ended

thousands except per-unit amounts 2026 2025 2026 2025

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Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

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Product sales 8,163 4,801 14,018 9,599

Other 643 — 1,160 —

Total revenues and other 570,024 576,247 1,131,483 1,134,649

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Balance sheets

thousands March 31,

thousands June 30,

2026 December 31,

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Accrued liabilities (2)

184,974 14,991

Other liabilities (2)

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Statements of cash flows

Three Months Ended

Six Months Ended

thousands 2026 2025

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Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

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Balance sheets

thousands March 31,

thousands June 30,

2026 December 31,

Accounts receivable, net (1)

$ 401,426 $ 407,941

Other current assets $ 8,636 $ 447

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Statements of cash flows

Three Months Ended

Six Months Ended

thousands 2026 2025

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

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 33 % and 36 % for the three months ended March 31, 2026 and 2025, respectively.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 92 % and 91 % for the three months ended March 31, 2026 and 2025, respectively.

Produced-water throughput attributable to production owned or controlled by Occidental was 38 % and 80 % for the three months ended March 31, 2026 and 2025, respectively, which decreased primarily due to the addition of third-party volumes from the Aris acquisition.

Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 31 % and 32 % for the three and six months ended June 30, 2026, respectively, and 36 % for both the three and six months ended June 30, 2025.

Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 91 % and 92 % for the three and six months ended June 30, 2026, respectively, and 92 % for both the three and six months ended June 30, 2025.

Produced-water throughput attributable to production owned or controlled by Occidental was 41 % and 40 % for the three and six months ended June 30, 2026, respectively, and 79 % and 80 % for the three and six months ended June 30, 2025, respectively, which decreased primarily due to the addition of third-party volumes from the Aris acquisition.

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

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During the first quarter of 2026, Delaware Basin Midstream LLC (“DBM”), a subsidiary of the Partnership, entered into an amendment (the “GGA Amendment”) to its Delaware Basin gas gathering agreement with Anadarko E&P Onshore LLC (“AEP”), a subsidiary of Occidental, to, among other things, (i) replace its cost-of-service-based gathering fee structure with a fixed-fee structure, (ii) add a new minimum-volume commitment through the end of 2027, and (iii) modify the process for certain dedication-related acreage transfers and releases.

On January 16, 2026, and in connection with the GGA Amendment and related transactions, including an agreement between DBM and a subsidiary of ConocoPhillips pursuant to which DBM will gather and process certain volumes of natural gas already existing on the Partnership’s system, and conforming modifications to the terms of the associated processing arrangements between subsidiaries of the Partnership and Occidental, the Partnership and subsidiaries of Occidental also entered into a Unit Redemption Agreement providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership, valued at $ 610.0 million.

As of March 31, 2026, Occidental indirectly holds all of the equity interests of the general partner and, following the consummation of the transactions contemplated by the Unit Redemption Agreement, indirectly holds 38.2 % of the Partnership’s outstanding common units.

On January 16, 2026, and in connection with the GGA Amendment and related transactions, including an agreement between DBM and a third party pursuant to which DBM will gather and process certain volumes of natural gas already existing on the Partnership’s system, and conforming modifications to the terms of the associated processing arrangements between subsidiaries of the Partnership and Occidental, the Partnership and subsidiaries of Occidental also entered into a Unit Redemption Agreement providing for the transfer to, and redemption by, the Partnership on February 3, 2026, of approximately 15.3 million common units of the Partnership, valued at $ 610.0 million.

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

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EQUITY INVESTMENTS

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

The following table presents the financial statement impact of the Partnership’s equity investments for the six months ended June 30, 2026:

thousands Percentage Ownership Interest Balance at December 31, 2025 Equity

income, net Contributions Distributions Distributions

Balance at March 31, 2026

Balance at June 30, 2026

FRP 33.33 % $ 176,806 $ 19,124 $ — $ ( 19,668 ) $ ( 3,638 ) $ 172,624

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

(2) Carrying value reduced to zero as of March 31, 2026, as cumulative equity method losses exceeded our investment balance.

(2) Carrying value remained zero as of June 30, 2026, as cumulative equity method losses exceeded our investment balance.

Further losses have been suspended as the Partnership has no obligation to fund losses or provide other financial support.

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The Partnership WES Operating

thousands March 31,

thousands June 30,

2026 December 31,

2025 March 31,

2025 June 30,

2026 December 31,

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The Partnership WES Operating

thousands March 31,

thousands June 30,

2026 December 31,

2025 March 31,

2025 June 30,

2026 December 31,

NGLs inventory $ 837 $ 2,733 $ 837 $ 2,733

Crude and NGLs inventory $ 1,250 $ 2,733 $ 1,250 $ 2,733

Materials and supplies 11,169 10,103 11,169 10,103

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The Partnership WES Operating

thousands March 31,

thousands June 30,

2026 December 31,

2025 March 31,

2025 June 30,

2026 December 31,

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Contract liabilities (1)

192,031 22,883 192,031 22,883

Accrued payroll and benefits 57,660 69,623 1,062 4,450

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_________________________________________________________________________________________

(1) See Note 2 .

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

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The following table presents the outstanding debt:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

thousands Principal Carrying

1 unchanged sentence

Short - term debt

Commercial paper $ 163,300 $ 162,905 $ 162,905 $ — $ — $ —

Senior Notes — — — 440,505 440,205 440,923

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

(2) As of March 31, 2026, maturity dates range from 2028 to 2050.

(2) As of June 30, 2026, maturity dates range from 2028 to 2050.

Debt activity.

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

RCF borrowings 360,000

Commercial paper borrowings (repayments), net (1)

Repayments of RCF borrowings ( 360,000 )

Repayment of 4.650 % Senior Notes due 2026

Issuance of 5.700 % Senior Notes due 2036

Finance lease liabilities ( 5,780 )

Balance at March 31, 2026 $ 8,639,774

Other ( 7,534 )

Balance at June 30, 2026 $ 9,053,081

_________________________________________________________________________________________

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

WES Operating Senior Notes.

Including the effects of the issuance prices, underwriting discounts, and interest - rate adjustments, the effective interest rates of the Senior Notes due 2030 and 2050 were 4.169 % and 5.363 %, respectively, at March 31, 2026 and 2025.

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

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

Subsequent to March 31, 2026, WES Operating retired the 4.650 % Senior Notes due 2026 with proceeds from the public offerings of $ 1.2 billion in aggregate principal amount of Senior Notes issued in the fourth quarter of 2025.

As of March 31, 2026, WES Operating was in compliance with all covenants under the relevant governing indentures.

During the second quarter of 2026, WES Operating retired the 4.650 % Senior Notes due 2026 with proceeds from the public offerings of $ 1.2 billion in aggregate principal amount of Senior Notes issued in the fourth quarter of 2025.

A loss of $ 0.2 million was recognized for the early retirement of these notes.

Also during the second quarter of 2026, WES Operating completed the public offering of $ 700.0 million in aggregate principal amount of 5.700 % Senior Notes due 2036.

Net proceeds from the offering were used to repay borrowings outstanding under the RCF and commercial paper program (including borrowings incurred to fund the cash consideration for the acquisition of Brazos Delaware), and for general partnership purposes, including the funding of capital expenditures.

As of June 30, 2026, WES Operating was in compliance with all covenants under the relevant governing indentures.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revolving credit facility.

As of March 31, 2026, there were no outstanding borrowings, resulting in $ 2.0 billion in effective borrowing capacity under the RCF.

As of March 31, 2026 and 2025, the interest rate on any outstanding RCF borrowings was 4.96 % and 5.62 %, respectively.

The facility - fee rate was 0.20 % at March 31, 2026 and 2025.

As of March 31, 2026, WES Operating was in compliance with all covenants under the RCF.

As of June 30, 2026, there were no outstanding borrowings, resulting in $ 1.8 billion in effective borrowing capacity under the RCF, after taking into account the $ 163.3 million of outstanding commercial paper borrowings (see below), for which WES Operating maintains availability under the RCF as support for WES Operating’s commercial paper program.

RCF borrowings during the three-months ended June 30, 2026, were used to fund the acquisition of Brazos Delaware (see Debt activity above and Note 3 ).

As of June 30, 2026 and 2025, the interest rate on any outstanding RCF borrowings was 4.95 % and 5.62 %, respectively.

The facility - fee rate was 0.20 % at June 30, 2026 and 2025.

As of June 30, 2026, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program.

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

As of March 31, 2026, there were no outstanding borrowings under the commercial paper program.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026, there were $ 163.3 million outstanding borrowings under the commercial paper program at a weighted-average interest rate of 4.27 % and weighted-average maturity of 20 days.

A portion of the outstanding borrowings were used to fund the acquisition of Brazos Delaware (see Note 3 ).

COMMITMENTS AND CONTINGENCIES

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

As of March 31, 2026, and December 31, 2025, the consolidated balance sheets included $ 9.9 million and $ 10.0 million, respectively, of liabilities for remediation and reclamation obligations.

As of June 30, 2026, and December 31, 2025, the consolidated balance sheets included $ 12.5 million and $ 10.0 million, respectively, of liabilities for remediation and reclamation obligations.

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

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

As of March 31, 2026, and December 31, 2025, the recorded obligations reflect gross amounts and exclude $ 5.9 million and $ 6.5 million, respectively, of anticipated insurance recoveries which are included in accounts receivable, net.

As of June 30, 2026, and December 31, 2025, the recorded obligations reflect gross amounts and exclude $ 6.6 million and $ 6.5 million, respectively, of anticipated insurance recoveries which are included in accounts receivable, net.

Litigation and legal proceedings.

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

thousands 2026 2025 2026 2025

2 unchanged sentences

Other revenues

7,219 181 9,113 379

Total revenues and other

12 unchanged sentences

5,152 2,239 8,653 5,674

157,942 74,220 299,608 147,290

Net income (loss) $ 415,251 $ 350,762 $ 774,283 $ 667,314

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

As of March 31, 2026, and December 31, 2025, the consolidated balance sheets includes $ 14.9 billion and $ 15.0 billion, respectively, of total assets, which includes $ 495.8 million and $ 504.9 million of assets related to equity investments as of March 31, 2026, and December 31, 2025, respectively.

Capital expenditures for additions to long-lived assets were $ 235.7 million and $ 142.4 million for the three months ended March 31, 2026 and 2025, respectively.

WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENT

Brazos Delaware .

On May 6, 2026, the Partnership entered into a definitive agreement pursuant to which the Partnership will acquire all of the outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) in an equity-and-cash transaction valued at $ 1.6 billion.

Under the terms of the agreement, the Partnership will issue approximately $ 800.0 million in common units of the Partnership and pay cash consideration of approximately $ 800.0 million, subject to customary adjustments, to the seller, Brazos Permian II, LLC, at closing.

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

Completion of the transaction is expected to occur in the second quarter of 2026, subject to customary closing conditions and regulatory approvals.

Brazos Delaware is a privately held midstream company that owns a gathering and processing platform in the Texas Delaware Basin, with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties.

The assets of Brazos Delaware include approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity at the Comanche Processing Complex, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts.

As of June 30, 2026, and December 31, 2025, the consolidated balance sheets included $ 16.3 billion and $ 15.0 billion, respectively, of total assets, which includes $ 493.5 million and $ 504.9 million of assets related to equity investments as of June 30, 2026, and December 31, 2025, respectively.

Capital expenditures for additions to long-lived assets were $ 506.1 million and $ 321.0 million for the six months ended June 30, 2026 and 2025, respectively.

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

What changed 10-Q

Item 1. Financial Statements