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|4Feb 13, 5:27 PM ET

Brown Oscar K 4

4 · Western Midstream Partners, LP · Filed Feb 13, 2026

Research Summary

AI-generated summary of this filing

Updated

Western Midstream (WES) CEO Oscar K. Brown Exercises Awards, Sells Shares

What Happened
Oscar K. Brown, President & CEO and a director of Western Midstream Partners (WES), had derivative awards convert to common-unit equivalents and received new awards on Feb 12, 2026. The filing shows conversion/exercise of 24,022 derivative units into common-unit equivalents (acquired) and a tax-withholding disposition of 10,510 units at $42.35 each, yielding $445,099. In addition, Brown was granted a total of 188,903 derivative units that appear to be a mix of phantom and performance-based units (94,451 + 47,226 + 47,226).

Key Details

  • Transaction date: 2026-02-12; Form filed 2026-02-13 (next-day filing).
  • Converted/exercised: 24,022 derivative units into common-unit equivalents (reported as acquired at $0).
  • Tax withholding sale: 10,510 units disposed at $42.35 each, total = $445,099 (code F — payment of exercise price or tax liability).
  • Grants/awards: 94,451; 47,226; and 47,226 derivative units (reported as acquisitions at $0, codes A).
  • Footnotes summary:
    • Phantom Units = economic equivalent of one WES common unit; on vesting can convert to a common unit or cash (F1).
    • Some phantom units vest ratably over 3 years and pay distribution equivalents in cash (F2, F3).
    • Performance-based units pay 0–200% of one common unit based on 3-year performance metrics (F4, F5).
  • Shares owned after transaction: not specified in the provided excerpt of the filing.
  • Filing timeliness: filed the day after the transactions (appears timely).

Context

  • This was largely an exercise/conversion and grant event (derivative vesting and new awards). The 10,510-unit disposition appears to be a tax-withholding action (cashless-type withholding) to satisfy tax obligations from the vesting/exercise rather than an open-market sell motivated by investment views.
  • Phantom and performance-based awards are common long-term compensation tools; performance units may pay out between 0%–200% of target depending on future metrics, and some vest over multiple years.
  • No indication in this filing of a 10b5-1 plan or of a late filing.

Insider Transaction Report

Form 4
Period: 2026-02-12
Western Midstream Partners, LPWES
Brown Oscar K
DirectorPresident & CEO
Transactions
  • Exercise/Conversion

    Common Units representing limited partner interests

    2026-02-12+24,022→ 95,950 total
  • Tax Payment

    Common Units representing limited partner interests

    2026-02-12$42.35/sh−10,510$445,099→ 85,440 total
  • Exercise/Conversion

    2025 Phantom Units

    [F1][F3]
    2026-02-12−24,022→ 48,041 total
    Exp: 2028-02-12→ Common Units representing limited partner interests (24,022 underlying)
  • Award

    2026 Phantom Units

    [F1][F3]
    2026-02-12+94,451→ 94,451 total
    Exp: 2029-02-12→ Common Units representing limited partner interests (94,451 underlying)
  • Award

    2026 Performance Unit - TUR

    [F5]
    2026-02-12+47,226→ 47,226 total
    From: 2029-02-12Exp: 2029-02-12→ Common Units representing limited partner interests (47,226 underlying)
  • Award

    2026 Performance Unit - ROA

    [F5]
    2026-02-12+47,226→ 47,226 total
    From: 2029-02-12Exp: 2029-02-12→ Common Units representing limited partner interests (47,226 underlying)
Holdings

  • 2024 Phantom Units

    [F1][F2]
    Exp: 2027-10-28→ Common Units representing limited partner interests (105,318 underlying)
    105,318

  • 2025 Performance Unit-TUR

    [F4]
    From: 2028-02-12Exp: 2028-02-12→ Common Units representing limited partner interests (36,032 underlying)
    36,032

  • 2025 Performance Unit-ROA

    [F4]
    From: 2028-02-12Exp: 2028-02-12→ Common Units representing limited partner interests (36,032 underlying)
    36,032
Footnotes (5)
  • [F1]Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, will entitle the holder to receive a common unit or, at the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market Value of a Common Unit.
  • [F2]These Phantom Units vest ratably over a three-year period on October 28th each year, and will pay distribution equivalent rights in cash on a current basis.
  • [F3]These Phantom Units vest ratably over a three-year period on February 12th of each year, and will pay distribution equivalent rights in cash on a current basis.
  • [F4]Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit based upon the achievement of pre-established performance metrics over a 3-year performance period.
  • [F5]Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit (or cash equivalent) based upon the achievement of pre-established performance metrics over a 3-year performance period.
Signature
/s/ Philip C. Neisel, as attorney-in-fact|2026-02-13

Documents

1 file
  • 4
    wk-form4_1771021654.xmlPrimary

    FORM 4