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): June 1122, 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 June 1125, 2026 ~~(the “Closing Date”)~~, Western Midstream ~~Partners~~Operating, LP (the “~~WES~~Partnership”), ~~which~~a ~~owns~~subsidiary ~~Western Midstream Operating GP, LLC, the general partner~~ of Western Midstream ~~Operating~~Partners, LP (~~the~~NYSE: ~~“Partnership”~~WES), ~~consummated~~completed the ~~previously~~public ~~announced~~offering acquisition (the “Acquisition”) contemplated by that certain Membership Interest Purchase Agreement, dated May 6, 2026 (the “Purchase Agreement”), by and among WES, B-2 Holdings LLC, a wholly owned subsidiary of ~~WES (“Purchaser”)~~$700, ~~and Brazos Permian II~~000,000 ~~LLC~~aggregate ~~(“Seller”). The~~principal ~~Partnership~~amount ~~previously reported its entry into the Purchase Agreement under Item 5~~ of ~~its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 6, 2026~~5.700% ~~Pursuant~~Senior toNotes ~~the~~due ~~Purchase~~2036 ~~Agreement, Purchaser acquired from Seller all of~~ (the ~~issued and outstanding equity interests of Brazos Delaware II, LLC (~~“~~Brazos Delaware~~Notes”) ~~for an aggregate purchase price of approximately $1~~.6 billion, subject to customary purchase price adjustments, consisting of (i) approximately $800 million in cash and (ii) 19,389,239 common units representing limited partner interests in WES, which represented approximately $800 million of WES common units based upon the 20-day weighted-average WES common unit price at the time the acquisition agreement was signed. Following the closing of the Acquisition, Brazos Delaware will be an indirect wholly owned subsidiary of the Partnership.

The ~~foregoing~~terms ~~summary~~of the Notes are governed by the Indenture, dated as of May 18, 2011 (the ~~Purchase~~“Base ~~Agreement~~Indenture”), ~~does~~by ~~not~~and ~~purport~~among tothe bePartnership, ~~complete~~the subsidiary guarantors named therein and isComputershare ~~qualified~~Trust inCompany, ~~its~~National ~~entirety~~Association (successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by ~~reference~~the toSixteenth Supplemental Indenture (the ~~full~~“Supplemental ~~text~~Indenture”), dated as of June 25, 2026, by and between the ~~Purchase~~Partnership ~~Agreement~~and the Trustee, asetting ~~copy~~forth ofthe ~~which~~specific isterms ~~filed~~applicable to the Notes (the Base Indenture, as ~~Exhibit~~supplemented ~~2.1~~by tothe ~~this~~Supplemental ~~Current~~Indenture, ~~Report~~the “Indenture”). Interest on ~~Form~~the 8Notes will accrue from June 25, 2026, and will be payable semi-Kannually on January 1 and isJuly ~~incorporated~~1 ~~herein~~of byeach ~~reference~~year, with the initial interest payment being due on January 1, 2027. The Notes will mature on July 1, 2036, unless redeemed prior to maturity. The Notes are senior unsecured obligations of the Partnership.

~~Item~~The 7Partnership may redeem all or some of the Notes, in whole or in part, at any time prior to their maturity at the redemption price as set forth in the Indenture.01 ~~Regulation~~The FDNotes ~~Disclosure~~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 Partnership may incur.

OnThe ~~June~~Indenture 11contains covenants that will limit the ability of the Partnership and certain of its subsidiaries to create liens on its principal properties, ~~2026~~engage in sale and leaseback transactions, ~~WES~~merge ~~issued~~or aconsolidate ~~press~~with ~~release~~another ~~announcing~~entity or sell, lease or transfer substantially all of its properties or assets to another entity. Initially, the ~~consummation~~Notes will not be guaranteed by any of the ~~Acquisition~~Partnership’s subsidiaries. AIn ~~copy~~the future, however, if any of ~~WES~~the Partnership’s ~~press~~subsidiaries ~~release~~becomes isa ~~attached~~borrower ~~hereto~~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 ~~furnished~~severally, fully and unconditionally guarantee the Partnership’s payment obligations under the Notes so long as ~~Exhibit~~such ~~99.1~~subsidiary ~~and~~has isany ~~incorporated~~guarantee byobligation ~~reference~~under inthe ~~this~~Partnership’s ~~Item~~revolving 7credit facility.~~01.~~

The ~~information~~Indenture ~~provided~~also incontains ~~this~~customary ~~Item~~events ~~7.01~~of default, including, ~~the~~among ~~accompanying~~other ~~Exhibit 99.1~~things, ~~shall~~(i) bedefault ~~deemed~~for ~~“furnished”~~30 ~~and~~days ~~shall~~in ~~not~~the bepayment ~~deemed~~when ~~“filed”~~due ~~for~~of interest on the ~~purposes~~Notes; of(ii) ~~Section~~default 18in ofpayment ~~the~~when ~~Securities~~due ~~Exchange~~of ~~Act~~principal of ~~1934~~or premium, asif ~~amended~~any, (on the ~~“Exchange~~Notes ~~Act”)~~at maturity, upon redemption or otherwise; ~~subject~~(iii) tofailure by the ~~liability~~Partnership offor ~~such~~60 ~~section,~~days ~~nor~~after ~~shall~~notice itto becomply ~~incorporated~~with byany ~~reference~~of the other agreements in ~~any~~the ~~filing~~Indenture; ~~made~~and by(iv) certain events of bankruptcy or insolvency with respect to the Partnership. ~~pursuant~~If an event of default occurs and is continuing with respect to ~~the~~any ~~Securities~~series ~~Act~~of the Notes, the Trustee or the ~~Exchange~~holders ~~Act,~~of ~~regardless~~not less than 25% in principal amount of ~~the~~such ~~general~~series ~~incorporation~~of ~~language~~outstanding Notes may declare the principal amount of such ~~filing~~Notes and all accrued and unpaid interest to be due and payable. Upon such a declaration, ~~except~~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 ~~extent~~Partnership ~~that~~occurs and is continuing, the principal amount of such ~~filing~~Notes ~~incorporates~~outstanding bywill ~~reference~~become immediately due and payable without any declaration or ~~all~~other act on the part of ~~such~~the ~~information~~Trustee byor ~~express~~any ~~reference~~holders ~~thereto~~of such Notes.

Other material terms of the Notes, the Base Indenture and the Supplemental Indenture are described in the prospectus supplement relating to the Notes, dated June 22, 2026, as filed by the Partnership with the Securities and Exchange Commission on June 23, 2026. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

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 June 22, 2026, 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 TD Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and MUFG Securities Americas Inc., as representatives of the several underwriters, relating to the public offering (the “Offering”) of the Notes at a price to the public of 99.705% of the face amount of the Notes.

On June 25, 2026, the Partnership completed the Offering. The Partnership will use the net proceeds from the Offering to repay borrowings outstanding under its revolving credit facility and commercial paper program (including borrowings incurred to fund the cash consideration for the acquisition of Brazos Delaware II, LLC), 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. 333-296931-01), which became effective on June 22, 2026.

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, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is 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.

Exhibit No.						Description
1.1						Underwriting Agreement, dated June 22, 2026, by and among Western Midstream Operating GP, LLC, Western Midstream Operating, LP, Western Midstream Partners, LP, Western Midstream Holdings, LLC and TD Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and MUFG Securities Americas Inc.
2.1*						Membership Interest Purchase Agreement, dated May 6, 2026, by and among Western Midstream Partners, LP, B-2 Holdings LLC and Brazos Permian II, LLC.
4.1						Sixteenth Supplemental Indenture, dated as of June 25, 2026, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee.
99.1						Press Release dated June 11, 2026.
4.2						Form of 5.700% Senior Notes due 2036 (included as Exhibit A 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).

* The schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

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:

June 1225, 2026

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

Filing Compare · Western Midstream Operating, LP