Western Midstream Partners Enters Material Agreement

TL;DR

WES inked a new deal, expect financial shifts.

AI Summary

On December 1, 2025, Western Midstream Partners, LP entered into a material definitive agreement related to its financial obligations. The filing also notes the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant. Additional details regarding these events and financial statements are included in the filing.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Western Midstream Partners, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating new financial obligations can introduce financial risks and uncertainties.

Key Players & Entities

• Western Midstream Partners, LP (company) — Registrant
• December 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $600,000,000 — WES"), completed the public offering of $600,000,000 aggregate principal amount of 4.800% Se

Filing Documents

• wes-20251201.htm (8-K) — 38KB
• wesop20258-kxdecdebtxex11.htm (EX-1.1) — 353KB
• wesop20258-kxdecdebtxex41.htm (EX-4.1) — 281KB
• wesop20258-kxdecdebtxex51.htm (EX-5.1) — 18KB
• image.jpg (GRAPHIC) — 10KB
• 0001423902-25-000110.txt ( ) — 927KB
• wes-20251201.xsd (EX-101.SCH) — 2KB
• wes-20251201_lab.xml (EX-101.LAB) — 21KB
• wes-20251201_pre.xml (EX-101.PRE) — 12KB
• wes-20251201_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On December 4, 2025, Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP (NYSE: WES) ("WES"), completed the public offering of $600,000,000 aggregate principal amount of 4.800% Senior Notes due 2031 (the "2031 Notes") and $600,000,000 aggregate principal amount of 5.500% Senior Notes due 2035 (the "2035 Notes" and, together with the 2031 Notes, the "Notes"). The terms of the Notes are governed by the Indenture, dated as of May 18, 2011 (the "Base Indenture"), by and among WES Operating, the subsidiary guarantors named therein and Computershare Trust Company, National Association (successor to Wells Fargo Bank, National Association), as trustee (the "Trustee"), as supplemented by the Fifteenth Supplemental Indenture (the "Supplemental Indenture"), dated as of December 4, 2025, by and between WES Operating and the Trustee, setting forth the specific terms applicable to the Notes (the Base Indenture, as supplemented by the Supplemental Indenture, the "Indenture"). Interest on the 2031 Notes will accrue from December 4, 2025, and will be payable semi-annually on March 1 and September 1 of each year, with the initial interest payment being due on March 1, 2026. Interest on the 2035 Notes will accrue from December 4, 2025, and will be payable semi-annually on June 15 and December 15 of each year, with the initial interest payment being due on June 15, 2026. The 2031 Notes will mature on March 1, 2031, unless redeemed prior to maturity. The 2035 Notes will mature on December 15, 2035, unless redeemed prior to maturity. WES Operating may redeem all or some of each series of the Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the Indenture. The Notes rank equally in right of payment with all of WES Operating's existing and future senior indebtedness and senior to any subordinated indebtedness that WES Oper

01 Other Events

Item 8.01 Other Events. On December 1, 2025, WES Operating, together with its general partner, Western Midstream Operating GP, LLC (the "WES Operating GP"), the sole member of WES Operating GP, WES, and the general partner of WES, Western Midstream Holdings, LLC, entered into an Underwriting Agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, relating to the public offering (the "Offering") of the 2031 Notes at a price to the public of 99.993% of the face amount of the 2031 Notes and the 2035 Notes at a price to the public of 99.405% of the face amount of the 2035 Notes. On December 4, 2025, WES Operating completed the Offering. WES Operating will use the net proceeds from the Offering to repay its maturing 4.650% Senior Notes due 2026, to repay amounts outstanding under its commercial paper program (including borrowings incurred to fund the cash consideration of the acquisition of Aris Water Solutions, Inc.), and for general partnership purposes, including the funding of capital expenditures. The Offering was made pursuant to WES Operating's shelf registration statement on Form S-3 (File No. 333-270964-01), which became effective on March 30, 2023. The Underwriting Agreement contains customary representations, warranties and agreements, conditions to closing, indemnification obligations, including for liabilities under the Securities Act of 1933, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. Relationships From time to time, certain of the underwriters and their related entities have engaged, and may in the future engage, in commercial and investment ban

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated December 1, 2025, by and among Western Midstream Operating GP, LLC, Western Midstream Operating, LP, Western Midstream Partners, LP, Western Midstream Holdings, LLC and Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. 4.1 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. 4.2 Form of 4.800% Senior Notes due 2031 (included as Exhibit A-1 to Exhibit 4.1 filed herewith). 4.3 Form of 5.500% Senior Notes due 2035 (included as Exhibit A-2 to Exhibit 4.1 filed herewith). 5.1 Opinion of Troutman Pepper Locke LLP 23.1 Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within Inline XBRL document).

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: December 4, 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