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): ~~December~~January 116, ~~2025~~2026

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 1.01 Entry ~~Into~~into a Material Definitive Agreement.

On ~~December~~January 416, ~~2025~~2026, Delaware Basin Midstream LLC (“DBM”), a subsidiary of Western Midstream Operating, LP (the “Partnership”), entered into an amendment (“GGA Amendment”) to its Delaware Basin gas gathering agreement with Anadarko E&P Onshore LLC (“AEP”), a subsidiary of ~~Western~~Occidental ~~Midstream~~Petroleum ~~Partners,~~Corporation LP (~~NYSE: WES~~“Occidental”), ~~completed~~dated ~~the~~effective ~~public~~January ~~offering~~1, of2018 ~~$600~~to,~~000~~ among other things,~~000~~ ~~aggregate~~(i) ~~principal~~replace ~~amount~~its cost-of-service-based ~~4.800%~~gathering ~~Senior~~fee ~~Notes~~structure ~~due~~with ~~2031~~a fixed-fee structure, (ii) add a new minimum volume commitment through the ~~“2031~~end ~~Notes”~~of 2027, and (iii) modify the process for certain dedication-related acreage transfers and ~~$600~~releases. On January 16,~~000~~ 2026,~~000~~ ~~aggregate~~and ~~principal~~in ~~amount~~connection ofwith ~~5.500%~~the ~~Senior~~GGA ~~Notes~~Amendment ~~due~~and ~~2035~~related ~~(the~~transactions—including ~~“2035~~an ~~Notes”~~agreement between DBM and a subsidiary of ConocoPhillips pursuant to which DBM will gather and process certain volumes of natural gas already existing on DBM’s system, ~~together~~and ~~with~~conforming modifications to the ~~2031~~terms ~~Notes,~~of the associated processing arrangements between subsidiaries of the Partnership and Occidental—the Partnership’s parent, Western Midstream Partners, LP (“~~Notes~~WES”) and subsidiaries of Occidental also entered into a unit redemption agreement (“Unit Redemption Agreement”) providing for the transfer to, and redemption by WES, on February 3, 2026 of approximately 15.3 million WES common units.

~~The~~Occidental ~~terms~~indirectly ofholds ~~the~~all ~~Notes~~of ~~are governed by~~ the ~~Indenture,~~equity ~~dated~~interests as of ~~May~~WES’s ~~18,~~general ~~2011~~partner ~~(the “Base Indenture”)~~and, byfollowing ~~and among~~ the ~~Partnership,~~consummation ~~the~~of ~~subsidiary guarantors named therein and Computershare Trust Company, National Association (successor to Wells Fargo Bank, National Association), as trustee (~~the ~~“Trustee”),~~transactions ascontemplated ~~supplemented~~ by the ~~Fifteenth~~Unit ~~Supplemental~~Redemption ~~Indenture~~Agreement, ~~(the~~will ~~“Supplemental~~indirectly ~~Indenture”),~~hold ~~dated~~37.2% as of ~~December~~WES’s 4,outstanding ~~2025,~~Common byUnits. ~~and~~The ~~between~~Unit ~~the~~Redemption ~~Partnership~~Agreement and the ~~Trustee,~~GGA ~~setting~~Amendment ~~forth~~and ~~the~~related ~~specific~~transactions ~~terms~~were ~~applicable~~reviewed toand ~~the~~approved ~~Notes (the Base Indenture, as supplemented~~ by the ~~Supplemental~~Special ~~Indenture,~~Committee ~~the~~of ~~“Indenture”). Interest on~~ the ~~2031~~Board ~~Notes~~of ~~will~~Directors ~~accrue~~of ~~from~~WES’s ~~December~~general 4partner, ~~2025,~~consisting ~~and~~entirely ~~will~~of beindependent ~~payable~~members ~~semi-annually~~of onthe ~~March~~Board ~~1 and September 1~~ of ~~each year~~Directors, ~~with the initial interest payment being due on March 1~~and, ~~2026.~~based ~~Interest~~upon on the ~~2035~~recommendation ~~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~~Special ~~interest payment being due on June 15~~Committee, ~~2026.~~the ~~The~~full ~~2031~~Board ~~Notes~~of ~~will mature on March 1, 2031, unless redeemed prior to maturity~~Directors. ~~The 2035 Notes will mature on December 15, 2035, unless redeemed prior to maturity.~~

The ~~Partnership~~foregoing ~~may~~descriptions ~~redeem all or some~~ of ~~each series of~~ the ~~Notes,~~GGA inAmendment ~~whole~~and orUnit inRedemption ~~part,~~Agreement atare ~~any~~qualified ~~time~~in ~~prior to~~ their ~~maturity~~entirety atby the ~~applicable~~text ~~redemption~~of ~~price~~such asagreements, ~~set~~copies ~~forth in the Indenture. The Notes rank equally in right~~ of ~~payment~~which ~~with~~are ~~all~~filed ofas ~~the~~Exhibit ~~Partnership’s~~10.1 ~~existing~~ and ~~future~~Exhibit ~~senior~~10.2, ~~indebtedness~~respectively, ~~and senior~~ to ~~any~~this ~~subordinated~~Form ~~indebtedness that the Partnership may incur~~8-K.

~~The~~Item Indenture contains covenants that will limit the ability of the Partnership and certain of its subsidiaries to create liens on its principal properties, engage in sale and leaseback transactions, merge or consolidate with another entity or sell, lease or transfer substantially all of its properties or assets to another entity7.01 ~~Initially,~~Regulation ~~the~~FD ~~Notes will not be guaranteed by any of the Partnership’s subsidiaries~~Disclosure. In the future, however, if any of the Partnership’s subsidiaries becomes a borrower or guarantor under, or grants any lien to secure any obligations pursuant to, the Partnership’s revolving credit facility, then that subsidiary will, jointly and severally, fully and unconditionally guarantee the Partnership’s payment obligations under the Notes so long as such subsidiary has any guarantee obligation under the Partnership’s revolving credit facility.

~~The~~A ~~Indenture~~copy ~~also contains customary events~~ of ~~default, including, among other things, (i) default for 30 days in~~ the ~~payment~~press ~~when~~release ~~due~~issued ~~of interest~~ on ~~the~~January ~~Notes; (ii) default in payment when due of principal of or premium~~20, ~~if any~~2026, onannouncing the ~~Notes~~Unit atRedemption ~~maturity~~Agreement, ~~upon redemption or otherwise; (iii) failure by~~ the ~~Partnership~~GGA ~~for~~Amendment ~~60 days after notice to comply with any of the other agreements in the Indenture;~~ and ~~(iv)~~related ~~certain~~transactions ~~events~~is ofattached ~~bankruptcy~~hereto oras ~~insolvency~~Exhibit ~~with respect to the Partnership~~99.1 ~~If an event of default occurs~~ and is ~~continuing~~incorporated ~~with~~into ~~respect~~this toItem any series of the Notes, the Trustee or the holders of not less than 25% in principal amount of such series of outstanding Notes may declare the principal amount of such Notes and all accrued and unpaid interest to be due and payable7.01 ~~Upon~~by ~~such a declaration, such principal amount will become due and payable immediately~~reference. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Partnership occurs and is continuing, the principal amount of such Notes outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of such Notes.

~~Other~~In ~~material~~accordance ~~terms~~with General Instruction B.2 of ~~the~~Form ~~Notes~~8-K, the ~~Base~~information ~~Indenture~~contained ~~and~~in ~~the~~this ~~Supplemental~~Current ~~Indenture~~Report ~~are~~on ~~described~~Form in8-K ~~the~~under ~~prospectus~~Item ~~supplement~~7.01 ~~relating~~and toset ~~the~~forth ~~Notes,~~in ~~dated~~the ~~December~~attached Exhibit 99.1, ~~2025,~~is asdeemed ~~filed~~to bybe ~~the~~“furnished” ~~Partnership~~solely ~~with~~pursuant ~~the~~to ~~Securities~~Item 7.01 of Form 8-K and ~~Exchange~~will ~~Commission~~not onbe ~~December~~deemed 2,to ~~2025.~~be ~~The~~“filed” ~~foregoing~~for ~~description~~purposes of Section 18 of the ~~Supplemental~~Securities ~~Indenture~~Exchange isAct ~~qualified~~of in1934, ~~its~~as ~~entirety~~amended by(the ~~reference~~“Exchange Act”) or otherwise subject to the ~~full~~liabilities ~~text~~ of that section, nor will such ~~Supplemental~~information ~~Indenture,~~be adeemed ~~copy~~incorporated ofby ~~which~~reference isinto ~~filed~~any ~~herewith~~filing asunder ~~Exhibit~~the ~~4.1~~Securities Act or the Exchange Act, ~~and~~except isas ~~incorporated~~expressly ~~herein~~set forth by specific reference in such a filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Notes and the Indenture set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

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 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.

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.
10.1						Third Amendment entered into on January 16, 2026, to the Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream LLC, dated effective January 1, 2018.
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.
10.2						Unit Redemption Agreement, dated as of January 16, 2026, entered into by and among Western Gas Resources, Inc., Anadarko E&P Onshore LLC, Western Midstream Partners, LP, and Delaware Basin Midstream LLC.
4.2						Form of 4.800% Senior Notes due 2031 (included as Exhibit A-1 to Exhibit 4.1 filed herewith).
99.1						Press Release dated January 20, 2026.
4.3						Form of 5.500% Senior Notes due 2035 (included as Exhibit A-2 to Exhibit 4.1 filed herewith).
104						Cover Page Interactive Data File.
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

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~~January 422, ~~2025~~2026

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

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