What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-04 compared with 2025-03-05 · 34 added, 25 removed, 596 unchanged (9% of the section changed)

10 unchanged sentences

• The ethylene sales price charged under the Ethylene Sales Agreement is designed to permit OpCo to cover the substantial majority of its operating costs, but not our public partnership, debt and other OpCo costs, which reduce our net operating profit.

• If OpCo is unable to renew or extend the Ethylene Sales Agreement beyond the initial 12-year term or the other agreements with Westlake upon expiration of these agreements, our ability to make distributions in the future could be materially adversely affected and the value of our units could decline.

• If OpCo is unable to renew or extend the Ethylene Sales Agreement or the other agreements with Westlake upon expiration of these agreements, our ability to make distributions in the future could be materially adversely affected and the value of our units could decline.

• OpCo has the right to use the real property underlying Lake Charles Olefins and Calvert City Olefins pursuant to two, 50-year site lease agreements with Westlake.

1 unchanged sentence

• OpCo depends upon Westlake for numerous services and for its labor force.

• Cost reimbursements due to our general partner and Westlake for services provided to us or on our behalf reduce our earnings and therefore our cash available for distribution to our unitholders.

• We are obligated to reimburse our general partner and Westlake for services provided to us or on our behalf, which may reduce our earnings and therefore our cash available for distribution to our unitholders.

The amount and timing of such reimbursements are determined by our general partner.

52 unchanged sentences

If Westlake is not able to meet its minimum payment obligations to OpCo as a result of any one or more of these factors, our ability to make distributions to our unitholders would be reduced or eliminated.

The amount paid by Westlake will depend upon its ability to satisfy its minimum obligations under the Ethylene Sales Agreement and its ability and election to increase volumes above the minimums specified in the Ethylene Sales Agreement, which in turn are dependent upon, among other things, the level of polyethylene and polyvinyl chloride production at Westlake's other facilities, as well as industry capacity expansion in these downstream products in North America, a number of which have been recently completed.

If Westlake is unable to generate sufficient cash flow from its operations to meet its obligations, or otherwise defaults on its obligations, under the Ethylene Sales Agreement, OpCo will not have sufficient available cash to distribute to us to enable us to pay the minimum quarterly distribution set forth in our cash distribution policy.

2 unchanged sentences

• volatility and cyclical downturns in the chemicals industry and other industries which materially and adversely impact Westlake and our other customers;

• Westlake's inability to perform, or any other default on its obligations, under the Ethylene Sales Agreement, the Services and Secondment Agreement and the Omnibus Agreement;

• Westlake's inability to perform, or any other default on its obligations, under the Ethylene Sales Agreement, the Feedstock Supply Agreement, the Services and Secondment Agreement and the Omnibus Agreement;

• the age of, and changes in the reliability, efficiency and capacity of the various equipment and operating facilities used in OpCo's operations, and in the operations of Westlake and our other customers, business partners and/or suppliers;

8 unchanged sentences

• the effects of pipeline, railroad, barge, truck and other transportation performance and costs, including any transportation disruptions;

• the outcome of legal proceedings involving our property or assets, and our ability to receive indemnification from Westlake for certain liabilities and losses;

• the effects of inflation and fluctuations in interest rates;

3 unchanged sentences

• changes in product specifications for the ethylene that we produce;

• changes in insurance markets and the level, types and costs of coverage available, and the financial ability and willingness of our insurers to meet their obligations;

• changes in insurance markets and the level, types and costs of coverage available, and the financial ability and willingness of our and Westlake's insurers to meet their obligations;

• changes in, or new, statutes, regulations or governmental policies by federal, state and local authorities with respect to protection of the environment;

41 unchanged sentences

In addition, under these circumstances, OpCo may be disadvantaged relative to those of its competitors that are in a better position to take advantage of favorable market developments.

If OpCo is unable to renew or extend the Ethylene Sales Agreement beyond the initial 12-year initial term or the other agreements with Westlake upon expiration of these agreements, our ability to make distributions in the future could be materially adversely affected and the value of our units could decline.

Westlake's obligations under the Ethylene Sales Agreement, the Feedstock Supply Agreement and the related Services and Secondment Agreement continue in effect until December 31, 2026, after which such agreements will extend on an annual basis unless and until terminated by either party upon at least 12 months' prior written notice.

If OpCo were unable to reach agreement with Westlake on an extension or replacement of these agreements, then our ability to make distributions on our common units could be materially adversely affected and the value of our common units could decline.

If OpCo is unable to renew or extend the Ethylene Sales Agreement or the other agreements with Westlake upon expiration of these agreements, our ability to make distributions in the future could be materially adversely affected and the value of our units could decline.

Westlake's obligations under the Ethylene Sales Agreement, the Feedstock Supply Agreement and the related Services and Secondment Agreement continue in effect until December 31, 2026, after which such agreements extend on an annual basis unless and until terminated by either party upon at least 12 months' prior written notice.

In October 2025, OpCo and Westlake agreed to renew both the Ethylene Sales Agreement and the Feedstock Supply Agreement through December 31, 2027 in accordance with their respective terms.

If OpCo were unable to reach agreement with Westlake on an extension or replacement of these agreements in the future, then our ability to make distributions on our common units could be materially adversely affected and the value of our common units could decline.

OpCo has the right to use the real property underlying Lake Charles Olefins and Calvert City Olefins pursuant to two, 50-year site lease agreements with Westlake.

12 unchanged sentences

Moreover, given the integration of OpCo's ethylene production facilities and Westlake's Lake Charles and Calvert City facilities, it may not be practical for us or for a third party to provide site services or labor for OpCo's ethylene production facilities separately.

Additionally, certain of Westlake's employees in North America are represented by labor unions and works councils.

Our operations may be adversely affected by strikes, work stoppages and other labor disputes involving those employees that operate and maintain OpCo's ethylene production facilities and other assets.

For example, on November 1, 2024, bargaining unit employees of Local Lodge No.

2781 of the IAM began a strike at our Calvert City, Kentucky facility, after the IAM members did not accept Westlake's final offer for a new collective bargaining agreement.

The strike ended on November 8, 2024, after the IAM accepted Westlake's offer for a new collective bargaining agreement.

Additionally, certain of Westlake's employees in North America are represented by labor unions.

Our operations have been and may in the future be adversely affected by strikes, work stoppages and other labor disputes involving those employees that operate and maintain OpCo's ethylene production facilities and other assets.

Any future strikes or work stoppages could be significant and have an adverse effect on our financial condition and results of operations.

5 unchanged sentences

For example, so long as Westlake is not in default under the Ethylene Sales Agreement, Westlake has the right to purchase 95% of OpCo's production in excess of planned capacity.

Cost reimbursements due to our general partner and Westlake for services provided to us or on our behalf reduce our earnings and therefore our cash available for distribution to our unitholders.

We are obligated to reimburse our general partner and Westlake for services provided to us or on our behalf, which may reduce our earnings and therefore our cash available for distribution to our unitholders.

The amount and timing of such reimbursements are determined by our general partner.

19 unchanged sentences

If we are unable to make acquisitions from Westlake or third parties on economically acceptable terms, our future growth would be limited, and any acquisitions we make may reduce, rather than increase, our cash generated from operations on a per unit basis.

Our strategy to grow our business and increase distributions to unitholders is dependent on our ability to make acquisitions that result in an increase in our cash distributions per unit.

Our ability to grow our business and increase distributions to unitholders is dependent on our ability to make acquisitions that result in an increase in our cash distributions per unit.

If we are unable to make acquisitions of additional interests in OpCo from Westlake on acceptable terms or we are unable to obtain financing for these acquisitions, our future growth and ability to increase distributions will be limited.

69 unchanged sentences

On December 13, 2023, the 28th annual United Nations Climate Change Conference ("COP 28"), which was held in Dubai, issued its first global stocktake, which calls on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduce methane emissions, and increase renewable energy capacity, among other things, to achieve net zero emissions by 2050.

In January 2025, the United States submitted formal notification to the United Nations that it intends to withdraw from the Paris Agreement.

Pursuant to the terms of the Paris Agreement, the withdrawal will take effect in January 2026.

Such meetings continued during the 29th annual United Nations Climate Change Conference, which was held in Baku, Azerbaijan in November 2024, and during COP 30, which was held in Belém, Brazil in November 2025.

In January 2025, the United States submitted formal notification to the United Nations of its intention to withdraw from the Paris Agreement.

Pursuant to the terms of the Paris Agreement, the withdrawal took effect in January 2026.

Legislation to regulate GHG emissions has periodically been introduced in the United States Congress, and such legislation may be proposed or adopted in the future.

5 unchanged sentences

The EPA currently requires certain industrial facilities to report their GHG emissions and to obtain permits with stringent control requirements before constructing or modifying new facilities with significant criteria pollutant and GHG emissions.

On July 29, 2025, EPA released a pre-publication proposed rule which would rescind EPA's 2009 final rule under the Clean Air Act finding that GHGs endanger the public health and welfare of current and future generations ("Endangerment Finding") and that emissions of GHGs from new motor vehicles contribute to GHG pollution that threatens the public health and welfare.

On September 16, 2025, the EPA announced a proposal to end the Greenhouse Gas Reporting Program ("GHGRP") for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution, which would also be eliminated under the proposal).

As our chemical processing results in GHG emissions, these and other GHG laws and regulations could affect our costs of doing business.

4 unchanged sentences

Multiple lawsuits have been filed challenging the SEC's new climate rules, and on April 4, 2024, the SEC issued an order staying the final rules until judicial review is complete.

The SEC's final climate-related disclosure rules remain stayed pending resolution of judicial challenges and further action by the SEC.

In September 2023, California passed climate-related disclosure mandates that are broader than the SEC's rules.

Multiple lawsuits have been filed challenging California's climate-related disclosure rules.

As our chemical processing results in GHG emissions, these and other environmental disclosure laws and regulations could affect our costs of doing business.

15 unchanged sentences

We are subject to operational and financial risks and liabilities associated with the implementation of and efforts to achieve carbon emission reduction goals.

Westlake has publicly announced a target 20% reduction in its Scope 1 and Scope 2 CO2 equivalent emissions intensity per ton of production by 2030 from a 2016 baseline.

In November 2025, Westlake announced that in 2024 it successfully met its publicly disclosed target to reduce its Scope 1 and Scope 2 CO2 equivalent emissions intensity per ton of production by 20% from a 2016 baseline.

Having reached its initial 2030 emissions target, Westlake announced a new target to further reduce its Scope 1 and Scope 2 CO 2 equivalent emissions intensity per ton of production by an additional 5% by 2030, using a 2024 baseline.

Developing and implementing plans for compliance with voluntary climate commitments can lead to additional capital, personnel, operations and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects.

14 unchanged sentences

Each of the OpCo Revolver and the MLP Revolver have interest rates in-part based on SOFR at the time of any borrowing.

The Board of Governors of the Federal Reserve System increased benchmark interest rates four times in 2023 and lowered benchmark interest rates three times in 2024.

The Board of Governors of the Federal Reserve System increased benchmark interest rates four times in 2023 and lowered benchmark interest rates six times in 2024 and 2025.

However, rates remain above the ten-year average and may rise in future periods.

100 unchanged sentences

There is no restriction in our partnership agreement that prevents our general partner from causing us to issue additional common units and then exercising its call right.

If our general partner exercised its limited call right, the effect would be to take us private and, if the units were subsequently deregistered, we would no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Cash Distributions to Unitholders

55 unchanged sentences

Multiple lawsuits have been filed challenging the SEC's new climate rules, and on April 4, 2024, the SEC issued an order staying the final rules until judicial review is complete.

The SEC's final climate-related disclosure rules remain stayed pending resolution of judicial challenges and further action by the SEC.

In September 2023, California passed climate-related disclosure mandates that are broader than the SEC's rules.

Multiple lawsuits have been filed challenging California's climate-related disclosure rules.

As a result, we may continue to face increasing pressure regarding our sustainability disclosures and practices.

5 unchanged sentences

federal income tax purposes, and not being subject to a material amount of entity-level taxation.

If the Internal Revenue Service ("IRS"), were to treat us as a corporation for U.S.

If the IRS, were to treat us as a corporation for U.S.

federal income tax purposes, or we become subject to entity-level taxation for state tax purposes, our cash available for distribution to our unitholders would be substantially reduced.

26 unchanged sentences

federal income tax laws that would affect publicly-traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment.

Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment.

Further, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership's "qualified business income," this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.

Although Pub.

119-21, commonly known as "The One Big Beautiful Bill Act" (the "OBBBA"), which President Trump signed into law on July 4, 2025, provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances, other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment.

In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly-traded partnerships.

47 unchanged sentences

However, our deduction for "business interest" is limited to the sum of our business interest income and 30% of our "adjusted taxable income." For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income.

In the case of taxable years beginning on or after January 1, 2022, our adjusted taxable income is computed by taking into account any deduction allowable for depreciation, amortization, or depletion.

For taxable years beginning after December 31, 2024, the OBBBA modifies the limitation on the deduction of business interest by providing that adjusted taxable income is calculated before deductions for depreciation, amortization and depletion.

Prior to the OBBBA's passage, for taxable years beginning on or after January 1, 2022, adjusted taxable income was calculated after taking such deductions into account.

The OBBBA also extends the limitation to interest that is required to be capitalized under the Code, subject to certain exceptions.

If our "business interest" is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them.

23 unchanged sentences

While the determination of a partner's "amount realized" generally includes any decrease of a partner's share of the partnership's liabilities, the Treasury Regulations provide that the "amount realized" on a transfer of an interest in a publicly-traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner's share of a publicly-traded partnership's liabilities.

For a transfer of interests in a publicly traded partnership that is effected through a broker on or after January 1, 2023, the obligation to withhold is imposed on the transferor's broker.

For a transfer of interests in a publicly traded partnership that is effected through a broker, the obligation to withhold is imposed on the transferor's broker.

Current and prospective non-U.S.

36 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.

What changed 10-K

Item 1A. Risk Factors