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): ~~February~~April 187, 2025

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 51.0201. ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~February~~April 187, 2025, ~~Robert~~Western W.Midstream ~~Bourne~~Operating, ~~Senior~~LP ~~Vice~~(the ~~President~~“Partnership”), ~~and~~a ~~Chief~~subsidiary ~~Commercial Officer~~ of Western Midstream ~~Holdings~~Partners, ~~LLC~~LP (“WES GP”), ~~the~~obtained ~~general~~a ~~partner~~written consent (the “Consent”) of ~~Western~~certain ~~Midstream~~lenders ~~Partners,~~to LPits senior unsecured revolving credit agreement (the “~~WES~~RCF”), ~~which~~pursuant ~~owns~~to ~~Western~~Section ~~Midstream~~2.24 ~~Operating~~of ~~GP,~~the ~~LLC~~RCF (consenting to the ~~“General~~extension ~~Partner”)~~of the maturity date, applicable to the ~~general~~loans ~~partner~~and commitments of ~~Western~~such ~~Midstream~~lenders ~~Operating~~totaling $1,880 LPmillion, ~~(the~~from ~~“Partnership”)~~April 6, ~~entered~~2029 ~~into~~to aApril ~~Retirement~~6, ~~Agreement~~2030. ~~and~~The ~~General~~Consent ~~Release~~exercised (the ~~“Retirement~~second ~~Agreement”~~(and final) ~~with~~extension ~~WES~~option provided pursuant to Section 2.24 of the RCF.

~~Pursuant~~As ~~to the terms~~ of ~~the~~April ~~Retirement Agreement~~7, ~~Mr. Bourne will continue his employment with WES and the Partnership in the role of advisor through March 3,~~ 2025 ~~(the “Retirement Date”). Through the Retirement Date~~, ~~Mr.~~there ~~Bourne~~were ~~will~~no ~~(a)~~borrowings ~~continue~~or toletters ~~receive his current base salary and (b) be eligible to receive the full bonus under the Annual Incentive Plan in respect~~ of ~~the~~credit ~~year~~outstanding ~~2024,~~on ~~subject to achievement of~~ the ~~applicable performance conditions~~RCF. Mr. Bourne will continue to participate in the employee benefit plans and programs of WES through the Retirement Date pursuant to their terms. Following the Retirement Date, Mr. Bourne will be engaged by WES as a consultant for a six-month period beginning March 4, 2025, and receive a consulting fee at the monthly rate of $77,250. The Retirement Agreement includes a general release of claims in favor of WES and certain related parties.

As of the Retirement Date, Mr. Bourne will also become entitled to receive certain payments and benefits (collectively “Retirement Benefits”), subject to continued compliance with the terms of the Retirement Agreement and execution of an additional general release of claims in favor of WES and certain related parties (the “Supplemental Release”). Retirement Benefits include the following: (a) a pro rata target bonus under the Annual Incentive Plan in respect of year 2025; (b) pro rata vesting on the Retirement Date of Mr. Bourne’s currently outstanding time-vested equity awards, (c) eligibility for full vesting, without proration, of Mr. Bourne’s currently outstanding Total Unitholder Return (“TUR”) and Return on Assets (“ROA”) performance awards, subject to, and adjusted by, the achievement of any performance conditions determined as set forth in the applicable TUR and ROA award agreements, (d) a new time-vested award with an estimated value of $2.1 million that vests over two years, (e) a TUR award with a target value of $250 thousand and an ROA award with a target value of $250 thousand, each subject to performance conditions over a three-year period that are consistent with such conditions in prior awards, (f) a contribution to the Western Midstream Services LLC Non-Qualified Deferred Compensation Plan on behalf of Mr. Bourne for the 2024 plan year, and (g) continued participation in the Partnership’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 Retirement Date. Relationships

~~The~~Certain ~~Retirement~~of ~~Agreement~~the ~~also~~lenders ~~includes~~under ~~confidentiality,~~the ~~non-solicitation,~~RCF ~~mutual non disparagement,~~ and ~~non-competition~~their ~~covenants~~respective ~~and~~affiliates ~~other~~have, ~~provisions~~from ~~customary~~time ~~for~~to antime, ~~agreement~~performed, ofand ~~this~~may ~~type.~~in ~~The~~the ~~term~~future ofperform, ~~the~~various ~~employee~~financial ~~non-solicitation~~advisory, ~~mutual non-disparagement~~commercial, and ~~non-competition~~investment ~~covenants~~banking ~~are~~services for athe ~~duration~~Partnership ofand ~~two~~WES, ~~years~~for ~~following~~which ~~the~~they ~~Retirement~~received ~~Date.~~or ~~The~~may ~~term~~receive ofcustomary ~~the~~fees ~~supplier~~and ~~non-solicitation~~expenses. ~~covenants~~Certain isaffiliates ~~for a duration~~ of ~~one~~such ~~year~~lenders ~~following~~have ~~the Retirement Date. The Supplemental Release~~acted, ~~which~~and ismay ~~attached~~in ~~as an exhibit to~~ the ~~Retirement~~future ~~Agreement~~act, ~~contains~~as ~~provisions~~underwriters ~~that~~of ~~are~~certain ~~consistent~~of ~~with~~ the ~~general~~Partnership’s ~~release~~debt ofissuances ~~claims~~and ~~within~~WES’s ~~the~~equity ~~Retirement Agreement~~issuances.

~~The~~Item ~~foregoing~~2.03. ~~description~~Creation of ~~the Retirement Agreement is qualified in its entirety by the text of the Retirement Agreement,~~ a ~~copy~~Direct ofFinancial ~~which~~Obligation ~~will~~or bean ~~filed~~Obligation asunder an ~~exhibit to WES and the Partnership’s Quarterly Report on Form 10~~Off-QBalance ~~for~~Sheet ~~the~~Arrangement ~~quarterly~~of ~~period~~a ~~ending March 31, 2025~~Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

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:

~~February~~April 189, 2025

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

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