Western Midstream Enters Material Agreement, Financial Obligations

TL;DR

WES inks new deal, new debt/obligation on the books.

AI Summary

On December 1, 2025, Western Midstream Operating, LP entered into a material definitive agreement, likely related to financial obligations. The filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. Specific details of the agreement and the financial obligations are not fully disclosed in this initial report.

Why It Matters

This filing signals a significant new financial commitment or agreement for Western Midstream Operating, LP, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and new financial obligations, which inherently carry financial risk that is not yet fully detailed.

Key Players & Entities

• Western Midstream Operating, LP (company) — Registrant
• December 1, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 26-1075808 (identifier) — IRS Employer Identification No.
• 001-34046 (identifier) — Commission File Number

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
• 0001414475-25-000025.txt ( ) — 916KB
• wes-20251201.xsd (EX-101.SCH) — 2KB
• wes-20251201_lab.xml (EX-101.LAB) — 19KB
• wes-20251201_pre.xml (EX-101.PRE) — 11KB
• wes-20251201_htm.xml (XML) — 2KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On December 4, 2025, Western Midstream Operating, LP (the "Partnership"), a subsidiary of Western Midstream Partners, LP (NYSE: 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 the Partnership, 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 the Partnership 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. The Partnership 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 the Partnership's existing and future senior indebtedness and senior to any subordinated indebtedness that the P

01 Other Events

Item 8.01 Other Events. On December 1, 2025, the Partnership, together with its general partner, Western Midstream Operating GP, LLC (the "General Partner"), the sole member of the General Partner, Western Midstream Partners, LP ("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, the Partnership completed the Offering. The Partnership 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 the Partnership'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 fu

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 OPERATING, LP By: Western Midstream Operating GP, 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