UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~October 1528, 2024

WESTERN MIDSTREAM OPERATING, LP

(Exact name of registrant as specified in its charter)

Delaware

001-34046

26-1075808

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

9950 Woodloch Forest Drive, Suite 2800

The Woodlands, Texas 77380

(Address of principal executive office) (Zip Code)

(346) 786-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange
on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture ~~August 20, 2024, Western Midstream Operating, LP (the “Partnership”), a subsidiary~~ of ~~Western~~President ~~Midstream~~and ~~Partners,~~Chief LPExecutive ~~(NYSE:~~Officer ~~WES),~~and ~~completed~~Appointment ~~the public offering~~ of ~~$800,000,000~~New ~~aggregate~~President ~~principal~~and ~~amount~~Chief ofExecutive ~~5.450% Senior Notes due 2034 (the “Notes”).~~Officer

~~The~~Western ~~terms~~Midstream Partners, LP (“WES”) announced Oscar K. Brown, an independent director of ~~the~~Western ~~Notes~~Midstream ~~are~~Holdings, ~~governed~~LLC, byWES’s ~~the~~general ~~Indenture~~partner (“WES GP”), ~~dated~~which asowns ofWestern ~~May~~Midstream 18Operating GP, ~~2011~~LLC (the “~~Base~~General ~~Indenture~~Partner”), bythe ~~and~~general ~~among~~partner ~~the~~of ~~Partnership~~Western Midstream Operating, LP (the ~~subsidiary~~“Partnership”), ~~guarantors~~has ~~named~~been ~~therein~~appointed President and ~~Computershare~~Chief ~~Trust~~Executive ~~Company~~Officer of WES GP, ~~National~~effective ~~Association~~October ~~(successor~~28, to2024. ~~Wells~~Mr. ~~Fargo~~Brown ~~Bank,~~was ~~National~~also ~~Association),~~simultaneously asappointed ~~trustee~~to (this position with the ~~“Trustee”),~~General asPartner. ~~supplemented~~The byBoard ~~the~~of ~~Fourteenth~~Directors ~~Supplemental~~of ~~Indenture~~WES GP (the “~~Supplemental Indenture~~Board”), ~~dated~~and asMichael ofP. ~~August~~Ure ~~20,~~agreed ~~2024,~~that byhe ~~and~~will ~~between~~step ~~the~~down ~~Partnership~~from ~~and~~his ~~the~~position ~~Trustee,~~as ~~setting~~President ~~forth~~and ~~the~~Chief ~~specific~~Executive ~~terms~~Officer ~~applicable~~of to the ~~Notes~~General ~~(the~~Partner, ~~Base~~WES ~~Indenture,~~GP and as ~~supplemented~~a bydirector of the ~~Supplemental~~Board, ~~Indenture~~effective October 28, 2024 (the “~~Indenture~~Transition Date”). ~~Interest~~Mr. onUre ~~the~~has ~~Notes~~entered ~~will~~into ~~accrue~~a ~~from~~Transition ~~August 20, 2024,~~ and ~~will~~Separation beAgreement ~~payable~~with ~~semi-annually~~WES, onwhich ~~May~~sets ~~15th~~forth ~~and~~the ~~November~~terms ~~15th~~ of ~~each~~Mr. ~~year,~~Ure’s ~~with~~transition ~~the~~and ~~initial~~departure. ~~interest~~Mr. ~~payment~~Ure’s ~~being~~departure ~~due~~is onnot ~~May~~the ~~15,~~result ~~2025.~~of ~~The~~any ~~Notes~~disagreement ~~will~~with ~~mature~~WES ~~on November 15~~GP, ~~2034~~WES, ~~unless~~the ~~redeemed~~General ~~prior~~Partner toor ~~maturity.~~the Partnership.

~~The~~Mr. ~~Partnership~~Brown, ~~may~~age ~~redeem~~54, ~~all~~has orserved ~~some~~on the Board since August 2019, where he served as the Chair of the ~~Notes~~Environmental, inSocial ~~whole~~and orGovernance Committee of the Board. He has a 30-year history in ~~part~~the energy sector, atincluding ~~any~~senior ~~time~~positions ~~prior~~with toOccidental ~~their~~Petroleum ~~maturity~~Corporation (“Occidental”) and energy-sector roles at ~~the~~several ~~applicable~~global ~~redemption~~financial ~~price~~institutions. asPreviously, ~~set~~he ~~forth~~served inon the ~~Indenture~~Board of Directors of Plains All-American Pipeline company. ~~The~~Most ~~Notes~~recently, ~~rank~~he ~~equally~~served inas ~~right~~CFO of ~~payment~~FREYR ~~with~~Battery ~~all~~from April 2022 to June 2024. Mr. Brown previously served as Senior Vice President, Strategy, Business Development and Supply Chain of ~~the~~Occidental ~~Partnership’s~~from ~~existing~~November 2018 to March 2020, and ~~future~~as ~~senior~~Senior ~~indebtedness~~Vice President, Corporate Strategy and ~~senior~~Business Development from July 2017 to ~~any~~November ~~subordinated~~2018. ~~indebtedness~~He ~~that~~holds a BBA in Finance and Marketing from the ~~Partnership~~University ~~may~~of ~~incur~~Texas at Austin. He has served on the Board of Directors of Houston’s Alley Theatre, Junior Achievement of Southeast Texas and The Children’s Fund, Inc.

~~The~~Concurrent ~~Indenture~~with ~~contains~~the ~~covenants~~appointment, ~~that will limit~~ the ~~ability~~Board, ofupon ~~the~~approval ~~Partnership~~ and ~~certain~~recommendation ofby ~~its~~the ~~subsidiaries~~Compensation toCommittee ~~create~~of ~~liens~~the onBoard, ~~its principal properties~~approved, ~~engage~~effective inas ~~sale~~of ~~and~~October ~~leaseback~~28, ~~transactions~~2024, ~~merge~~compensatory orarrangements ~~consolidate~~for ~~with~~Mr. ~~another~~Brown ~~entity~~as orfollows: ~~sell,~~(1) ~~lease~~an orannual ~~transfer~~base ~~substantially~~salary ~~all~~ of ~~its properties or assets to another entity. Initially~~$950,000; ~~the~~(2) ~~Notes~~a ~~will~~special ~~not~~target bebonus ~~guaranteed by any~~ of ~~the~~$300,000 ~~Partnership’s~~for ~~subsidiaries.~~2024 Inunder the ~~future,~~WES ~~however,~~Cash ifBonus ~~any~~Program of ~~the Partnership~~WES’s ~~subsidiaries~~Incentive ~~becomes~~Compensation aProgram; ~~borrower~~and or(3) ~~guarantor~~a ~~under,~~special orgrant ~~grants~~of ~~any~~time-based ~~lien~~units tovalued ~~secure~~at ~~any obligations pursuant to~~$6, ~~the Partnership’s revolving credit facility~~000,000, ~~then~~which ~~that~~vest ~~subsidiary~~annually ~~will,~~over ~~jointly~~a ~~and~~three-year ~~severally,~~period ~~fully~~subject ~~and~~to ~~unconditionally~~Mr. ~~guarantee the Partnership~~Brown’s ~~payment~~continued ~~obligations~~service ~~under~~through the ~~Notes~~applicable sovesting ~~long as such subsidiary has any guarantee obligation under the Partnership’s revolving credit facility~~periods.

~~The~~There ~~Indenture~~are ~~also~~no ~~contains~~arrangements ~~customary~~or ~~events~~understandings ofbetween ~~default,~~Mr. ~~including,~~Brown ~~among~~and ~~other things, (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if~~ any, onother ~~the~~persons ~~Notes~~pursuant ~~at maturity, upon redemption or otherwise; (iii) failure by the Partnership for 60 days after notice~~ to ~~comply~~which ~~with~~he ~~any~~was ofselected ~~the~~as ~~other~~President ~~agreements in the Indenture;~~ and ~~(iv)~~Chief ~~certain~~Executive ~~events~~Officer. ofThere ~~bankruptcy~~are oralso ~~insolvency~~no ~~with~~family ~~respect~~relationships tobetween ~~the Partnership~~Mr. IfBrown ~~an event of default occurs~~ and isany ~~continuing~~director ~~with respect to the Notes, the Trustee~~ or ~~the~~executive ~~holders~~officer of ~~not~~WES ~~less~~GP, ~~than~~WES, ~~25% in principal amount of~~ the ~~outstanding~~General ~~Notes may declare the principal amount of such Notes and all accrued and unpaid interest to be due and payable. Upon such a declaration~~Partner, ~~such principal amount will become due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency~~ or ~~reorganization with respect to~~ the Partnership, ~~occurs~~ and ishe ~~continuing,~~has ~~the~~no ~~principal~~direct ~~amount~~or ofindirect ~~such~~material ~~Notes~~interest ~~outstanding~~in ~~will become immediately due and payable without~~ any ~~declaration~~transaction orrequired ~~other~~to ~~act~~be ondisclosed ~~the~~pursuant ~~part~~to ofItem ~~the~~404(a) ~~Trustee or any holders~~ of ~~such~~Regulation ~~Notes~~S-K.

~~Other~~Transition ~~material terms of the Notes, the Base Indenture~~ and ~~the~~Separation Supplemental Indenture are described in the prospectus supplement relating to the Notes, dated August 15, 2024, as filed by the Partnership with the Securities and Exchange Commission on August 16, 2024. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of such Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and is incorporated herein by reference.Agreement

~~Item~~Pursuant 2to the terms of the Transition and Separation Agreement, Mr.03 ~~Creation~~Ure will continue his employment with WES in the role of aadvisor ~~Direct~~during ~~Financial~~the ~~Obligation~~period beginning on the Transition Date and ending on December 31, 2024 or ansuch ~~Obligation~~earlier date as designated by WES (the “Separation Date”) (such period, the “Transition Period”). During the Transition Period, Mr. Ure will (a) continue to receive his current base salary and (b) be eligible to receive the full target bonus under anthe ~~Off-Balance~~Annual ~~Sheet~~Incentive ~~Arrangement~~Plan in respect of athe ~~Registrant~~year 2024. The target bonus in respect of the year 2024 will be in lieu of any other amount payable to Mr. Ure under the Annual Incentive Plan in respect of the year 2024. Mr. Ure will continue to participate in the employee benefit plans and programs of WES during the Transition Period pursuant to their terms, except that benefit accruals under WES’s paid time off policy will cease on the Transition Date.

~~The~~As ~~information~~of ~~regarding~~the Separation Date, Mr. Ure will cease to perform services for WES and will become entitled to receive certain payments and benefits (collectively “Severance Benefits”), subject to continued compliance with the ~~Notes~~terms of the Transition and Separation Agreement and execution of a Supplemental Release Agreement no earlier than the ~~Indenture~~Separation ~~set~~Date ~~forth~~and within twenty-one calendar days after the Separation Date. Severance benefits include the following: (a) an amount equal to 2.0 times the sum of his (i) current annual base salary and (ii) target bonus under the Annual Incentive Plan in ~~Item~~respect 1of the year 2024; payable over a 24-month period; (b) the target bonus under the Annual Incentive Plan in respect of year 2024 as described in the preceding paragraph; and (c) continued participation in WES’s basic life, medical and dental plans at the same rates and levels in accordance with the terms of such plans for a two-year period beginning on the Separation Date.01 Outstanding awards held by Mr. Ure under any equity incentive plan maintained by WES on the Separation Date will become vested on a pro rata basis as follows: (a) with respect to time-based awards, the award will vest on a pro rata basis on the Separation Date; and (b) with respect to performance-based awards, the awards will vest on a pro-rata basis with the achievement of ~~this~~any ~~report~~performance conditions determined as set forth in the applicable award agreement (or, if no such treatment is ~~incorporated~~provided, the performance conditions will be based upon actual performance as determined by ~~reference~~the ~~into~~Board). ~~this~~Such ~~Item~~awards 2will generally be settled within sixty (60) days following the applicable vesting date.~~03.~~

~~Item~~The 8Transition and Separation Agreement includes a release of claims, a confidentiality covenant, a non-solicitation covenant, a mutual non disparagement covenant, a non-competition covenant and other provisions customary for an agreement of this type.01 ~~Other~~The ~~Events~~term of the non-solicitation, mutual non-disparagement, and non-competition covenants are for a duration of twenty-four months following the Separation Date. The Supplemental Release, which is attached as an exhibit to the Transition and Separation Agreement, contains release of claims provisions that mirror those in the Transition and Separation Agreement.

OnThe ~~August~~foregoing ~~15,~~description ~~2024,~~of the ~~Partnership,~~Transition ~~together~~and ~~with~~Separation ~~its~~Agreement ~~general~~is ~~partner,~~qualified ~~Western~~in ~~Midstream~~its ~~Operating~~entirety ~~GP,~~by ~~LLC (~~the ~~“General~~text ~~Partner”), the sole member~~ of the ~~General~~Transition ~~Partner, Western Midstream Partners, LP (“WES”),~~ and ~~the~~Separation ~~general partner of WES, Western Midstream Holdings, LLC, entered into an Underwriting~~ Agreement ~~(the “Underwriting Agreement”) with TD Securities (USA) LLC~~, ~~BofA~~a ~~Securities,~~copy ~~Inc.,~~of ~~MUFG~~which ~~Securities~~will ~~Americas~~be ~~Inc.~~filed ~~and PNC Capital Markets LLC,~~ as ~~representatives~~an ofexhibit ~~the several underwriters, relating~~ to ~~the~~WES ~~public~~and ~~offering (~~the ~~“Offering”)~~Partnership’s ofAnnual ~~$800,000,000~~Report ~~aggregate~~on ~~principal~~Form ~~amount~~10-K offor the ~~Notes~~fiscal atyear aending ~~price~~December to31, ~~the public of 99~~2024.~~743% of their face value.~~

OnItem ~~August 20, 2024, the Partnership completed the Offering~~7.01 ~~The~~Regulation ~~Partnership~~FD ~~will use the net proceeds from the Offering to repay a portion of its maturing 3~~Disclosure.~~100% Senior Notes due 2025 and 3.950% Senior Notes due 2025, and for general partnership purposes, including the funding of capital expenditures.~~

~~The~~A ~~Offering~~copy ~~was~~of ~~made pursuant to the Partnership~~WES’s ~~shelf~~related ~~registration~~press ~~statement~~release onis ~~Form~~attached ~~S-3~~hereto ~~(File~~as NoExhibit 99.1 ~~333-270964-01),~~and ~~which~~is ~~became~~incorporated ~~effective~~herein onby ~~March 30, 2023~~reference.

The ~~Underwriting~~information ~~Agreement~~in ~~contains~~the ~~customary~~press ~~representations,~~release ~~warranties~~is ~~and~~being ~~agreements~~furnished, ~~conditions~~not ~~to closing~~filed, ~~indemnification~~pursuant ~~obligations,~~to ~~including~~Item ~~for~~7.01. ~~liabilities~~Accordingly, ~~under~~ the ~~Securities~~information ~~Act~~in ~~of 1933, and termination provisions. The foregoing description of~~ the ~~Underwriting~~press ~~Agreement~~release ~~does~~will not ~~purport to~~ be ~~complete~~incorporated ~~and~~by isreference ~~qualified~~into inany ~~its~~registration ~~entirety~~statement filed by ~~reference~~WES toor the ~~full~~Partnership ~~text~~under of the ~~Underwriting~~Securities ~~Agreement~~Act of 1933, ~~which~~as isamended, ~~filed~~unless asspecifically ~~Exhibit~~identified ~~1.1~~therein ~~hereto~~as ~~and~~being incorporated therein 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 banking transactions with the Partnership in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
1.1						Underwriting Agreement, dated August 15, 2024, by and among Western Midstream Operating, LP, Western Midstream Partners, LP, Western Midstream Operating GP, LLC, Western Midstream Holdings, LLC and TD Securities (USA) LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and PNC Capital Markets LLC.
99.1						Press Release, dated October 28, 2024 issued by WES.
4.1						Fourteenth Supplemental Indenture, dated as of August 20, 2024, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee.
4.2						Form of 5.450% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.1 filed herewith).
5.1						Opinion of Locke Lord LLP.
23.1						Consent of Locke Lord LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:

~~August~~November 201, 2024

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

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