Dial Christopher B. 4

What Happened

• Christopher B. Dial, SVP, General Counsel and Secretary of Western Midstream Partners (WES), exercised/converted a total of 91,788 derivative units into common units on 2026-02-12. To cover tax withholding and a partial cash sale, 30,283 shares were surrendered to the company (tax withholding) and 5,879 shares were sold in the open market at $42.35 per share.
• The tax-withheld shares generated about $1,282,485 and the open-market sale brought about $248,976, for combined proceeds of roughly $1,531,461. After those disposals, Dial netted approximately 55,626 additional common units (91,788 exercised minus 36,162 sold/withheld).
• Concurrently, Dial was granted 64,936 derivative units (phantom and performance-based units) that vest/settle over future periods per the footnotes.

Key Details

• Transaction date: 2026-02-12; reported on Form 4 filed 2026-02-13 (timely).
• Sale price for open-market sale and tax withholding valuation: $42.35 per share.
  • Tax-withheld shares: 30,283 shares → ~$1,282,485.
  • Open-market sale: 5,879 shares → ~$248,976.
  • Total proceeds from disposals ≈ $1,531,461.
• Exercise/conversion: 91,788 derivative units converted into common units (multiple conversion entries).
• Grants: 32,468 + 16,234 + 16,234 = 64,936 derivative units awarded (phantom and performance-based).
• Shares owned after transaction: the filing excerpt provided does not disclose total beneficial ownership after these transactions; net increase from the conversion/sales shown here is ~55,626 common units.
• Footnotes:
  • Phantom Units (F1,F2): economic equivalent to one common unit; vest ratably over three years and pay distribution equivalents in cash.
  • Performance Units (F3,F4): each unit may pay 0–200% of one common unit (or cash) based on 3‑year performance metrics.
• Transaction codes explained: M = exercise/conversion of derivative, F = payment of exercise price or tax liability (share withholding), S = open-market sale, A = grant/award.

Context

• This appears to be a cashless/net-settlement style exercise: derivative units were converted to common units, some of the resulting shares were withheld to satisfy tax obligations and a small block was sold on the open market. This is a routine executive compensation and tax-withholding event rather than an outright purchase or market-timing trade.
• The newly granted phantom and performance units are subject to multi-year vesting and performance conditions and do not represent immediately tradable shares.