Other Information
−Removed: On May 6, 2026, the Partnership entered into a Membership Interest Purchase Agreement (“MIPA”) 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.
−Removed: 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.
−Removed: 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.
−Removed: Under the terms of the MIPA, 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 Brazos Permian II, LLC (the “Seller”) at closing.
−Removed: The Partnership expects to fund the non-equity portion of the transaction with cash on hand, borrowings under the RCF, and/or commercial paper.
−Removed: The issuance of common units pursuant to the MIPA will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of thereof.
−Removed: The MIPA contains customary representations, warranties, and covenants of each of the parties.
−Removed: Completion of the transaction is expected to occur in the second quarter of 2026 and is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) the accuracy of the representations and warranties contained in the MIPA (subject to certain qualifications), (ii) the performance by the parties of their respective obligations under the MIPA in all material respects, (iii) the absence of legal restraints preventing the consummation of the transactions contemplated by the MIPA, (iv) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) have expired or been terminated, and (v) the absence of the occurrence of a material adverse effect with respect to Brazos Delaware or the Partnership.
−Removed: The MIPA also provides that, upon closing, the parties will enter into a registration rights and lock-up agreement pursuant to which the Partnership will agree to register the resale of the common units to be issued in the transaction and the Seller and its affiliate designees will agree not to transfer the common units for a period of six months following the closing.
−Removed: The MIPA contains termination rights for each of the Partnership and the Seller, including, among others, if the consummation of the transaction does not occur on or prior to six months from the date of the MIPA (subject to a potential extension of up to 120 days if the applicable waiting periods under the HSR Act have not expired or otherwise been terminated but all other conditions to closing have been satisfied or are capable of being satisfied at such time).
−Removed: The foregoing description of the MIPA is qualified in its entirety by the text of such agreement, a copy of which will be filed as an exhibit to the Partnership’s Form 10-Q for the period ended June 30, 2026.
Insider Trading Arrangements
1 unchanged sentence
Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.
−Removed: During the three months ended March 31, 2026, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
+Added: During the three months ended June 30, 2026, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith;
56 unchanged sentences
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.
−Removed: 1 Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of February 12, 2026) (incorporated by reference to Exhibit 10.7 to Western Midstream Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2025, File No.
−Removed: 2 Form of 2026 Phantom Unit Award Agreement (Time-Based Awards).
−Removed: 3 Form of 2026 Phantom Unit Award Agreement (TUR Awards).
−Removed: 4 Form of 2026 Phantom Unit Award Agreement (ROA Awards).
+Added: 32 Sixteenth Supplemental Indenture, dated as of June 25, 2026, 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 Partners, LP’s Current Report on Form 8-K filed on June 25, 2026, File No.
+Added: 33 Form of 5.700% Senior Notes due 2036 (included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on June 25, 2026, File No.
+Added: 1 Membership Interest Purchase Agreement, dated May 6, 2026, by and among Western Midstream Partners, LP, B-2 Holdings LLC and Brazos Permian II, LLC (incorporated by reference to Exhibit 2.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on June 12, 2026, File No.
+Added: 2 Registration Rights and Lock-Up Agreement, dated June 11, 2026, by and among Western Midstream Partners, LP, Brazos Permian II, LLC and each of the other holders from time to time party thereto (incorporated by reference to Exhibit 4.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on June 12, 2026, File No.
+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.
2 unchanged sentences
4 Certification of Chief Financial 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 Operating, LP.
−Removed: Number Description
1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
11 unchanged sentences
# Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
−Removed: ‡ Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
WESTERN MIDSTREAM PARTNERS, LP
+Added: August 5, 2026
President and Chief Executive Officer
1 unchanged sentence
(as general partner of Western Midstream Partners, LP)
+Added: August 5, 2026
/s/ Kristen S.
3 unchanged sentences
WESTERN MIDSTREAM OPERATING, LP
+Added: August 5, 2026
President and Chief Executive Officer
1 unchanged sentence
(as general partner of Western Midstream Operating, LP)
+Added: August 5, 2026
/s/ Kristen S.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.