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): ~~October~~February 2818, ~~2024~~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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Departure~~On ofFebruary 18, 2025, Robert W. Bourne, Senior Vice President and Chief ~~Executive~~Commercial Officer ~~and~~of ~~Appointment~~Western Midstream Holdings, LLC (“WES GP”), the general partner of ~~New~~Western ~~President~~Midstream Partners, LP (“WES”), which owns Western Midstream Operating GP, LLC (the “General Partner”), the general partner of Western Midstream Operating, LP (the “Partnership”), entered into a Retirement Agreement and ~~Chief~~General ~~Executive~~Release ~~Officer~~(the “Retirement Agreement”) with WES.

~~Western~~Pursuant ~~Midstream~~to ~~Partners,~~the LPterms ~~(“WES”)~~of ~~announced~~the ~~Oscar~~Retirement ~~K. Brown~~Agreement, anMr. ~~independent~~Bourne ~~director~~will ofcontinue ~~Western~~his ~~Midstream~~employment ~~Holdings,~~with ~~LLC,~~ WES’s ~~general~~and ~~partner~~the ~~(“WES~~Partnership ~~GP”),~~in ~~which~~the ~~owns~~role ~~Western~~of ~~Midstream~~advisor ~~Operating~~through GPMarch 3, ~~LLC~~2025 (the “~~General~~Retirement ~~Partner~~Date”),. Through the ~~general~~Retirement ~~partner~~Date, ofMr. ~~Western~~Bourne ~~Midstream~~will ~~Operating, LP~~ (~~the “Partnership”~~a), ~~has~~continue ~~been~~to ~~appointed~~receive ~~President~~his ~~and~~current ~~Chief~~base ~~Executive~~salary ~~Officer~~and of(b) ~~WES~~be ~~GP,~~eligible ~~effective~~to ~~October~~receive ~~28,~~the ~~2024.~~full ~~Mr.~~bonus ~~Brown~~under ~~was~~the ~~also~~Annual ~~simultaneously~~Incentive ~~appointed~~Plan toin ~~this~~respect ~~position~~of ~~with~~ the ~~General~~year ~~Partner.~~2024, ~~The~~subject ~~Board~~to ofachievement ~~Directors~~ of ~~WES GP (~~the ~~“Board”)~~applicable ~~and~~performance ~~Michael~~conditions. PMr. ~~Ure~~Bourne ~~agreed that he~~ will ~~step~~continue ~~down~~to ~~from~~participate ~~his~~in ~~position~~the asemployee ~~President~~benefit plans and ~~Chief~~programs ~~Executive~~of ~~Officer~~WES ofthrough the ~~General~~Retirement ~~Partner,~~Date ~~WES~~pursuant GPto ~~and~~their asterms. aFollowing ~~director of~~ the ~~Board~~Retirement Date, ~~effective~~Mr. ~~October~~Bourne ~~28,~~will ~~2024~~be ~~(the~~engaged ~~“Transition~~by ~~Date”).~~WES ~~Mr.~~as ~~Ure~~a ~~has~~consultant ~~entered~~for ~~into~~ a ~~Transition~~six-month ~~and~~period ~~Separation~~beginning ~~Agreement~~March ~~with~~4, ~~WES~~2025, ~~which~~and ~~sets~~receive ~~forth~~a ~~the~~consulting ~~terms~~fee ofat ~~Mr.~~the ~~Ure’s~~monthly ~~transition~~rate ~~and~~of ~~departure~~$77,250. ~~Mr.~~The ~~Ure’s~~Retirement ~~departure~~Agreement isincludes ~~not~~a ~~the~~general ~~result~~release of ~~any~~claims ~~disagreement~~in ~~with~~favor ~~WES~~of ~~GP,~~ WES, ~~the~~and ~~General~~certain ~~Partner~~related ~~or the Partnership~~parties.

As of the Retirement Date, Mr. ~~Brown,~~Bourne ~~age~~will ~~54,~~also ~~has~~become ~~served~~entitled onto ~~the~~receive ~~Board~~certain ~~since~~payments ~~August~~and ~~2019~~benefits (collectively “Retirement Benefits”), ~~where~~subject heto ~~served~~continued ascompliance with the ~~Chair~~terms of the ~~Environmental,~~Retirement ~~Social~~Agreement and ~~Governance~~execution ~~Committee~~of an additional general release of claims in favor of WES and certain related parties (the ~~Board~~“Supplemental Release”). HeRetirement ~~has~~Benefits include the following: (a) ~~30-year~~a ~~history~~pro rata target bonus under the Annual Incentive Plan in respect of year 2025; (b) pro rata vesting on the ~~energy~~Retirement ~~sector~~Date of Mr. Bourne’s currently outstanding time-vested equity awards, ~~including~~(c) ~~senior~~eligibility ~~positions~~for ~~with~~full ~~Occidental~~vesting, ~~Petroleum~~without ~~Corporation~~proration, of Mr. Bourne’s currently outstanding Total Unitholder Return (“~~Occidental~~TUR”) and ~~energy-sector~~Return ~~roles~~on atAssets ~~several~~(“ROA”) ~~global~~performance ~~financial~~awards, ~~institutions.~~subject ~~Previously~~to, heand ~~served~~adjusted onby, the ~~Board~~achievement of ~~Directors~~any ofperformance ~~Plains~~conditions ~~All-American~~determined ~~Pipeline~~as ~~company.~~set ~~Most~~forth ~~recently,~~in hethe ~~served~~applicable asTUR ~~CFO~~and ofROA ~~FREYR~~award ~~Battery~~agreements, ~~from~~(d) ~~April~~a ~~2022~~new totime-vested ~~June~~award ~~2024.~~with ~~Mr.~~an ~~Brown~~estimated ~~previously~~value ~~served~~of as$2.1 ~~Senior~~million ~~Vice~~that ~~President,~~vests ~~Strategy~~over two years, ~~Business~~(e) ~~Development~~a ~~and~~TUR ~~Supply~~award ~~Chain~~with a target value of ~~Occidental~~$250 ~~from~~thousand ~~November~~and ~~2018~~an toROA ~~March~~award ~~2020,~~with ~~and~~a astarget ~~Senior~~value ~~Vice~~of ~~President~~$250 thousand, ~~Corporate~~each ~~Strategy~~subject ~~and~~to ~~Business~~performance ~~Development~~conditions ~~from~~over ~~July~~a ~~2017~~three-year toperiod ~~November~~that ~~2018.~~are Heconsistent ~~holds~~with asuch ~~BBA~~conditions in ~~Finance~~prior ~~and~~awards, ~~Marketing~~(f) ~~from~~a contribution to the ~~University~~Western ofMidstream ~~Texas~~Services atLLC ~~Austin.~~Non-Qualified HeDeferred ~~has~~Compensation ~~served~~Plan on behalf of Mr. Bourne for the ~~Board~~2024 ofplan ~~Directors~~year, ofand ~~Houston~~(g) continued participation in the Partnership’s ~~Alley~~basic ~~Theatre~~life, ~~Junior~~medical ~~Achievement~~and ofdental ~~Southeast~~plans ~~Texas~~at the same rates and ~~The~~levels ~~Children’s~~in ~~Fund,~~accordance ~~Inc~~with the terms of such plans for a two-year period beginning on the Retirement Date.

~~Concurrent~~The ~~with~~Retirement ~~the~~Agreement ~~appointment~~also includes confidentiality, ~~the~~non-solicitation, ~~Board~~mutual non disparagement, ~~upon~~and ~~approval~~non-competition covenants and ~~recommendation~~other byprovisions ~~the~~customary ~~Compensation~~for ~~Committee~~an agreement of ~~the~~this ~~Board,~~type. ~~approved,~~The ~~effective~~term as of ~~October~~the ~~28,~~employee ~~2024~~non-solicitation, ~~compensatory~~mutual ~~arrangements~~non-disparagement, ~~for~~and ~~Mr.~~non-competition ~~Brown~~covenants asare ~~follows:~~for ~~(1)~~a anduration ~~annual~~of ~~base~~two ~~salary~~years offollowing ~~$950,000;~~the ~~(2)~~Retirement aDate. ~~special~~The ~~target~~term ~~bonus~~ of ~~$300,000~~the ~~for~~supplier ~~2024~~non-solicitation ~~under~~covenants ~~the~~is ~~WES~~for ~~Cash~~a ~~Bonus~~duration ~~Program~~ of ~~WES’s~~one ~~Incentive~~year ~~Compensation~~following ~~Program;~~the ~~and~~Retirement ~~(3)~~Date. aThe ~~special~~Supplemental ~~grant~~Release, ofwhich ~~time-based~~is ~~units~~attached ~~valued~~as atan ~~$6,000,000,~~exhibit ~~which~~to ~~vest~~the ~~annually~~Retirement ~~over~~Agreement, acontains ~~three-year~~provisions ~~period~~that ~~subject~~are toconsistent ~~Mr.~~with ~~Brown’s~~the ~~continued~~general ~~service~~release ~~through~~of ~~the~~claims ~~applicable~~within ~~vesting~~the ~~periods~~Retirement Agreement.

~~There~~The ~~are~~foregoing nodescription ~~arrangements~~of orthe ~~understandings~~Retirement ~~between~~Agreement ~~Mr.~~is ~~Brown~~qualified ~~and~~in ~~any~~its ~~other~~entirety ~~persons~~by ~~pursuant~~the totext ~~which~~of hethe ~~was~~Retirement ~~selected~~Agreement, asa ~~President~~copy ~~and~~of ~~Chief~~which ~~Executive~~will ~~Officer.~~be ~~There~~filed ~~are~~as ~~also~~an noexhibit ~~family~~to ~~relationships~~WES ~~between Mr. Brown~~ and ~~any~~the ~~director~~Partnership’s orQuarterly ~~executive~~Report ~~officer~~on ofForm ~~WES~~10-Q ~~GP,~~for ~~WES,~~ the ~~General~~quarterly ~~Partner,~~period orending ~~the~~March ~~Partnership~~31, ~~and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K~~2025.

Transition and Separation Agreement

Pursuant to the terms of the Transition and Separation Agreement, Mr. Ure will continue his employment with WES in the role of advisor during the period beginning on the Transition Date and ending on December 31, 2024 or such earlier date as designated by WES (the “Separation Date”) (such period, the “Transition Period”). During the Transition Period, Mr. Ure will (a) continue to receive his current base salary and (b) be eligible to receive the full target bonus under the Annual Incentive Plan in respect of the year 2024. The target bonus in respect of the year 2024 will be in lieu of any other amount payable to Mr. Ure under the Annual Incentive Plan in respect of the year 2024. Mr. Ure will continue to participate in the employee benefit plans and programs of WES during the Transition Period pursuant to their terms, except that benefit accruals under WES’s paid time off policy will cease on the Transition Date.

As of the Separation Date, Mr. Ure will cease to perform services for WES and will become entitled to receive certain payments and benefits (collectively “Severance Benefits”), subject to continued compliance with the terms of the Transition and Separation Agreement and execution of a Supplemental Release Agreement no earlier than the Separation Date and within twenty-one calendar days after the Separation Date. Severance benefits include the following: (a) an amount equal to 2.0 times the sum of his (i) current annual base salary and (ii) target bonus under the Annual Incentive Plan in respect of the year 2024; payable over a 24-month period; (b) the target bonus under the Annual Incentive Plan in respect of year 2024 as described in the preceding paragraph; and (c) continued participation in WES’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 Separation Date. Outstanding awards held by Mr. Ure under any equity incentive plan maintained by WES on the Separation Date will become vested on a pro rata basis as follows: (a) with respect to time-based awards, the award will vest on a pro rata basis on the Separation Date; and (b) with respect to performance-based awards, the awards will vest on a pro-rata basis with the achievement of any performance conditions determined as set forth in the applicable award agreement (or, if no such treatment is provided, the performance conditions will be based upon actual performance as determined by the Board). Such awards will generally be settled within sixty (60) days following the applicable vesting date.

The Transition and Separation Agreement includes a release of claims, a confidentiality covenant, a non-solicitation covenant, a mutual non disparagement covenant, a non-competition covenant and other provisions customary for an agreement of this type. The term of the non-solicitation, mutual non-disparagement, and non-competition covenants are for a duration of twenty-four months following the Separation Date. The Supplemental Release, which is attached as an exhibit to the Transition and Separation Agreement, contains release of claims provisions that mirror those in the Transition and Separation Agreement.

The foregoing description of the Transition and Separation Agreement is qualified in its entirety by the text of the Transition and Separation Agreement, a copy of which will be filed as an exhibit to WES and the Partnership’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

Item 7.01 Regulation FD Disclosure.

A copy of WES’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by WES or the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release, dated October 28, 2024 issued by WES.
104						Cover Page Interactive Data File (embedded within the 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:

~~November~~February 118, ~~2024~~2025

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

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