wes-20260611

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 11, 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)

(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 a Material Definitive Agreement.

On June 11, 2026 (the “Closing Date”), Western Midstream Partners, LP (“WES”), which owns Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP (the “Partnership”), consummated the previously announced 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”), and Brazos Permian II, LLC (“Seller”). The Partnership 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. Pursuant to the Purchase Agreement, Purchaser acquired from Seller all of the issued and outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) 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 summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 11, 2026, WES issued a press release announcing the consummation of the Acquisition. A copy of WES’s press release is attached hereto and furnished as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act, or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

* 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.

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 12, 2026

By:

/s/ Kristen S. Shults

Kristen S. Shults
Senior Vice President and Chief Financial Officer


Exhibit No.						Description
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.
99.1						Press Release dated June 11, 2026.
104						Cover Page Interactive Data File.