Western Midstream Partners Completes Asset Acquisition/Disposition

TL;DR

WES closed an asset deal on Oct 15, 2025. Details in 8-K.

AI Summary

On October 15, 2025, Western Midstream Partners, LP filed an 8-K to report the completion of an acquisition or disposition of assets. The filing also included Regulation FD disclosures, other events, and financial statements and exhibits.

Why It Matters

This filing indicates a significant change in Western Midstream Partners' asset portfolio, which could impact its future revenue streams and operational strategy.

Risk Assessment

Risk Level: medium — Acquisitions and dispositions of assets can introduce financial and operational risks, depending on the nature and scale of the transaction.

Key Players & Entities

• Western Midstream Partners, LP (company) — Registrant
• October 15, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — hare of Class A common stock, par value $0.01 per share, of Aris (the "Aris Class A C
• $25.00 — interests in WES ("Common Units"); (2) $25.00 in cash (without interest), subject to
• $7.00 — a combination of 0.450 Common Units and $7.00 in cash (without interest) (the "Mixed
• $415.0 million — .6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholder

Filing Documents

• wes-20251015.htm (8-K) — 45KB
• exhibit991arisclosingpr.htm (EX-99.1) — 16KB
• image_1.jpg (GRAPHIC) — 18KB
• 0001423902-25-000097.txt ( ) — 207KB
• wes-20251015.xsd (EX-101.SCH) — 2KB
• wes-20251015_lab.xml (EX-101.LAB) — 21KB
• wes-20251015_pre.xml (EX-101.PRE) — 12KB
• wes-20251015_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Merger Agreement On October 15, 2025 (the "Closing Date"), Western Midstream Partners, LP ("WES") completed its previously announced transaction with Aris Water Solutions, Inc. ("Aris"), pursuant to the Agreement and Plan of Merger, dated as of August 6, 2025 (the "Merger Agreement"), by and among WES, Aris, Arrakis OpCo Merger Sub LLC, a Delaware limited liability company and direct subsidiary of WES ("OpCo Merger Sub"), Arrakis Holdings Inc., a Delaware corporation and direct subsidiary of WES ("Arrakis Holdings"), Arrakis Unit Merger Sub LLC, a Delaware limited liability company and direct subsidiary of WES ("Unit Merger Sub"), Arrakis Cash Merger Sub LLC, a Delaware limited liability company and direct subsidiary of Arrakis Holdings ("Cash Merger Sub"), and Aris Water Holdings, LLC, a Delaware limited liability company ("Aris OpCo"). Capitalized terms used herein but not otherwise defined will have the meanings ascribed to them in the Merger Agreement. Pursuant to the Merger Agreement, (a) OpCo Merger Sub merged with and into Aris OpCo (the "OpCo Merger") in accordance with the Delaware Limited Liability Company Act (the "DLLCA"), whereupon the separate existence of OpCo Merger Sub ceased, with Aris OpCo continuing as the surviving limited liability company, a direct, partially-owned subsidiary of Aris and a direct, partially-owned subsidiary of WES; (b) concurrently with the OpCo Merger, Cash Merger Sub merged with and into Aris (the "Cash Merger" and, together with the OpCo Merger, the "Initial Mergers") in accordance with the DLLCA and General Corporation Law of the State of Delaware (the "DGCL"), whereupon the separate existence of Cash Merger Sub ceased, with Aris continuing as the surviving corporation (the "Surviving Corporation"); and (c) immediately following the Cash Merger, Unit Merger Sub merged with and into the Surviving Corporation (the "Unit Merger" and collectively with the Init

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release issued on October 15, 2025 announcing the completion of the Mergers is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be "furnished" solely pursuant to Item 7.01 of Form 8-K and will not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor will such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. The submission of the information set forth in this Item 7.01 will not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1 that is provided solely in connection with Regulation FD.

01 Other Events

Item 8.01 Other Events. Assumption of Aris Notes Following the consummation of the Mergers, Aris OpCo's 7.250% Senior Notes due 2030 (the "Aris Notes") will remain outstanding and the indenture governing the Aris Notes will be assumed by Western Midstream Operating, LP ("WES OpCo"), a subsidiary of WES. Fourth Amended and Restated Agreement of Limited Partnership of WES OpCo Following the consummation of the Mergers, the Third Amended and Restated Agreement of Limited Partnership of WES OpCo will be amended and restated to, among other things, provide for the issuance of preferred units of WES OpCo.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 2.1# 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. and Aris Water Holdings, LLC (incorporated by reference to Exhibit 2.1 of Western Midstream Partners, LP ' s Current Report on Form 8-K filed on August 6, 2025, File No. 001-035753) . 99.1 Press release, dated October 15, 2025, announcing completion of the Mergers. 104 Cover Page Interactive Data File. # Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

SIGNATURES 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 By: Western Midstream Holdings, LLC, its general partner Dated: October 15, 2025 By: /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR