Western Midstream Partners LP

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a description of the material elements, objectives, and principles of WES’s 2024 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Compensation Committee and the Board considered in making those decisions.

2024 Named Executive Officers

In addition, Mr. Michael P. Ure, former President and Chief Executive Officer, and Mr. Alejandro O. Nebreda, former Senior Vice President, Business Services, were identified as named executive officers for 2024.

Executive Summary

Our strategic objective is to create value for WES unitholders through cost efficiencies, increasing the quality, safety, and reliability of WES’s service offerings, and a balanced approach to distributions, debt reduction, and common unit repurchases. Our compensation program is designed to align the interests of our executive officers with those of our unitholders by providing pay that is linked to the achievement of performance goals established to foster the creation of sustainable, long-term value for WES.

In 2024, our Board took the following key actions related to executive compensation:

•Conducted an annual review of compensation for our executive officers and made changes to their base salaries, target bonus opportunities, and long-term incentive awards;

•Reviewed our annual cash incentive program design and metrics to confirm their continuing alignment with the Partnership’s overall business strategy;

•Upon the appointment of Mr. Brown as President and Chief Executive Officer, reviewed and approved his compensation package;

•Approved a discretionary bonus pool for the Partnership’s non-CEO Section 16 officers, which includes the NEOs other than Mr. Brown (the “S16 Discretionary Bonus Pool”); and

•Reviewed the peer group used to benchmark compensation for our executive officers, and made changes, as applicable, to the peer group used to determine the performance of our total unitholder (“TUR”) return incentive awards.

These actions were taken to further align our executive compensation program with WES’s overall strategy, ensure our compliance with applicable regulations, provide for the attraction and retention of executive talent, and align our executive officers’ interest with those of our long-term unitholders.

2024 Business and Performance Highlights

2024 was a year of remarkable achievements for WES, as it continued to grow its core businesses and improve its operations. In particular, during the 2024 fiscal year WES:

•Achieved record annual natural-gas throughput of 5.1 Bcf/d attributable to WES.

•Achieved annual crude-oil and NGLs throughput of 530 MBbls/d attributable to WES.

•Gathered record annual produced-water throughput of 1,124 MBbls/d attributable to WES.

•Achieved year-over-year throughput growth across all products in the Delaware Basin of 14 percent, for both natural gas and crude oil and NGLs, and 11 percent for produced water.

•Divested multiple non-operated, non-core assets for $794.8 million, the proceeds of which were used to reduce long-term debt back towards pre-Meritage Midstream acquisition levels.

•Commenced operations of the 300 MMcf/d Mentone III processing train in the Delaware Basin and materially progressed construction of the 250 MMcf/d North Loving processing train that is expected to commence operations by the end of the first quarter 2025.

•Executed on our capital return framework by returning $1.246 billion to unitholders in 2024, which included a 52-percent increase in our distribution in May 2024, and achieved our year-end 2024 leverage ratio target of 3.0 times by the end of third quarter 2024.

How We Make Compensation Decisions

Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership. Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors. The Compensation Committee and the Board use several resources in reviewing elements of executive compensation and making compensation decisions. These decisions are not purely formulaic, and the Compensation Committee and the Board exercise judgment and discretion as deemed appropriate.

Compensation Philosophy and Objectives of our Compensation Program

Our Board is committed to a compensation philosophy that is designed to align the interests of our executive officers with those of our unitholders by linking compensation to the achievement of performance goals established to foster the creation of long-term value. The Compensation Committee works with its compensation consultant to assist the Board in developing a compensation framework that aligns the interests of our executive officers with those of our unitholders through a culture of equity ownership and an executive compensation program that is more heavily weighted toward at-risk compensation. In developing WES’s executive compensation program, the Compensation Committee intends to design a total compensation package for its executive officers, including the NEOs, that generally provides for, approximately (i) median market annual base compensation, (ii) incentive-based compensation composed of short-term incentives targeted slightly above the median market (i.e., approximately the 50 th-60 th percentile of market), and (iii) long-term incentives that are targeted to have grant values within the third-quartile of market.

The Compensation Committee utilizes this compensation framework along with the Partnership’s performance, individual performance, and general market conditions to determine the final compensation awards for the NEOs. However, the compensation we pay to our NEOs may ultimately fall above or below the approximate ranges discussed above. This may occur for a number of reasons. First, the data provided by our compensation consultant for benchmarking is inherently dated because it is reported by our peers on a trailing basis. Second, the data provided may not correspond exactly to the positions and individual responsibilities of our NEOs. Third, our peers use differing compensation practices than we do to varying degrees, and this may require us to make interpretative assumptions and adjustments when comparing data for benchmarking purposes. Fourth, and finally, the Compensation Committee considers each NEO’s individual professional background and performance characteristics in addition to general benchmarking when making final compensation determinations.

The Board and the Compensation Committee believe the design of our executive compensation program, and the Compensation Committee’s decisions and outcomes in 2024, support our compensation philosophy and objectives by ensuring:

•Annual incentive awards earned are based on achievement of individual, financial, operating, safety, and strategic performance goals;

•Performance-based long-term incentive awards are tied to specific and formulaic financial performance and unit price growth objectives;

•Compensation aligns with unitholder interests;

•Performance-based compensation balances short-term and long-term results; and

•Total compensation opportunities are competitive with those offered to other executives across our industry.

Administration of Executive Compensation Program and Methodology

Role of the Compensation Committee. Our Compensation Committee, one member of which is an independent director, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program. The Compensation Committee is responsible for, among other things, the following:

•Reviewing the design and structure of WES’s executive compensation programs to promote alignment with WES’s short-term and long-term strategies and business objectives;

•Establishing parameters for the benchmarking of compensation, including reviewing and approving an appropriate peer group of companies;

•Annually reviewing the corporate goals and objectives relevant to the compensation of the executive officers, their annual base salaries, annual bonus or incentive opportunities, equity-based opportunities (including time-vested and performance-based phantom units), any supplemental benefits, and any employment, severance, or change-in-control agreements, and making recommendations to the Board with respect to such items; and

•Reviewing and discussing with management the Compensation Discussion and Analysis included in WES’s Annual Report on Form 10-K, and preparing a Compensation Committee Report for inclusion in such 10-K.

Our Compensation Best Practices. The Board and the Compensation Committee oversee the design and administration of the compensation program for our executive officers. The table below highlights the best practices utilized in our compensation process.

Role of the Compensation Consultant. For the 2024 calendar year, the Compensation Committee retained Zayla Partners as its independent compensation consultant to provide advice on various executive compensation matters. Zayla Partners has served as the Compensation Committee’s consultant since 2023. In 2024, Zayla Partners provided guidance on our benchmarking peer group, TUR performance peer group, pay levels, pay mix, and overall executive compensation program design. The independent executive compensation consultant reports directly to the Compensation Committee and the Board and provides no other material services to us.

Benchmarking Peers. With assistance from Zayla Partners, the Compensation Committee evaluated several factors when determining an appropriate peer group of companies to use for benchmarking 2024 compensation. These factors included: similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or corporation)), and companies that are in competition for the same senior executive talent. After careful review and in consultation with Zayla Partners, the Compensation Committee approved the Partnership’s peer group used to evaluate 2024 compensation decisions. The 2024 benchmarking peer group is listed below:

(1)Crestwood Equity Partners LP was acquired by Energy Transfer, LP as of November 3, 2023.

(2)EnLink Midstream, LLC was acquired by ONEOK, Inc. as of January 31, 2025.

(3)Equitrans Midstream Corporation was acquired by EQT Corporation as of July 22, 2024.

(4)Magellan Midstream Partners, L.P. was acquired by ONEOK, Inc. as of September 25, 2023.

(5)NuStar Energy, L.P. was acquired by Sunoco, LP as of May 3, 2024.

(6)Tellurian, Inc. was acquired by Woodside Energy Group Ltd as of October 9, 2024.

Benchmarking Data. To assist in reviewing the design and structure of our executive compensation program, Zayla Partners provided the Compensation Committee with an independent assessment of the compensation programs and practices in our peer group. This assessment included compensation data and program design information that was obtained from the most recent public filings for each peer company. In establishing competitive compensation benchmark levels, Zayla Partners blended the publicly disclosed peer group data with published third-party survey data. The published survey data was gathered based on industry and company size (revenues from $1.0 billion to $6.0 billion) and included the following surveys: Willis Towers Watson Industry Executive Survey, Mercer Total Compensation Survey for the Energy Sector and the Economic Research Institute Executive Compensation Assessor Data for Pipeline and Midstream Services. In establishing the general structure and levels of the officers’ compensation packages, the Compensation Committee reviewed 25th, 50th, and 75th percentile benchmark data; however, in making specific officer compensation decisions, the Board has taken into account other considerations as noted above and below.

Role of Executive Officers in Setting Executive Compensation. The Board, after reviewing the information provided by Zayla Partners and considering the recommendation of the Compensation Committee and other factors described below, determines, with input from Zayla Partners and the Compensation Committee, each element of compensation for the CEO. When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from the Compensation Committee and the CEO. Additionally, at the Board’s request, our executive officers and the Compensation Committee may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs. The Board is under no obligation to implement these recommendations. Executive officers and others may also attend Board meetings when invited to do so, but the executive officers do not attend when their individual compensation is being discussed.

Other Considerations. In addition to the above resources, the Board considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, development and succession status, and other individual or organizational circumstances, including the current market and business environment. With respect to equity-based awards, the Board also considers the expense of such awards and the relative value of each element comprising the executive officers’ target total compensation opportunity.

2024 Annual Compensation Program

We believe that compensation for our NEOs should be competitive within our stated peer group and any rewards should be directly linked to the interests of our unitholders. Our executive compensation program includes a mix of direct and indirect compensation elements. The performance metrics for our short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy. A majority of our executive officers’ total compensation opportunity is performance-based; however, we do not have a specified formula that dictates the overall weighting of each element. Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices.

As illustrated in the charts below, a majority of our executive officers’ targeted annual direct compensation is at-risk, including 87% for our CEO and 85% on average, for our other NEOs. Further, 83% of our current CEO’s targeted annual direct compensation, and on average 73% for our other NEOs, is tied directly to WES’s unit performance through their annual long-term incentive awards.

We note that Mr. Brown’s executive compensation for 2024 included a target bonus based on the date of his appointment as President and CEO relative to the end of the year and a time-based equity award, but did not include ROA Units or TUR Units, which was reflective of his appointment as President and CEO late in the calendar year. The Board expects Mr. Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards.

Targeted Annual Direct Compensation

The charts above are based on the following compensation elements, as discussed under Analysis of 2024 Compensation Actions: base salaries approved in 2024; 2024 target bonus opportunities; and the target value of the 2024 annual long-term incentive awards. The charts do not include allocations to the non-CEO NEOs under the S16 Discretionary Bonus Pool, if any.

Direct Compensation Elements. WES’s direct compensation program is based on three key elements of compensation: base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentives comprised of an annual cash bonus award. Each element is intended to offer a competitive compensation level relative to our peers that aids in the retention of our executives.

Analysis of 2024 Compensation Actions

The following is a discussion of the specific actions taken by the Board in 2024 related to each of our direct compensation elements. Each element is reviewed annually, unless circumstances, such as a promotion, other change in responsibilities, significant corporate event or a material change in market conditions, require a more frequent review.

Base Salary. In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment.

(1)Mr. Brown was not an NEO for the year 2023.

(2)Mr. Holderman was not an NEO for the year 2023.

(3)Mr. Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024, and departed the company on December 31, 2024.

(4)Mr. Nebreda departed from the general partner effective August 5, 2024.

The Board approved the salaries noted above after taking into account the peer benchmark data for the respective positions, and internal compensation alignment considerations for the non-CEO NEOs. The salary increases positioned each incumbent NEO’s base salary slightly above or below the median of the peer benchmark data, and are in line with our stated compensation philosophy of providing annual base compensation that approximates the median of our benchmark peer group.

Equity-Based Long-term Incentive Awards. Our long-term incentive program aligns our NEOs’ interests with those of our unitholders by providing them with the opportunity to earn compensation based on WES’s success. Our Board did not make changes in 2024 to the general structure of our equity-based long-term incentive program, which consists of a combination of time- and performance-based unit awards. This use of both time- and performance-based unit awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention. Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term unit performance. This program represents 83% of targeted annual direct compensation for our CEO and an average of 73% for our other NEOs.

Time-Based Units. These units, reflecting 50% of the overall 2024 annual long-term incentive awards for our non-CEO NEOs, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date. Upon vesting, the awards are settled in WES units. Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period. Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders and, provides a forfeitable ownership stake to encourage executive retention.

Return on Asset(“ROA”) Performance Units(“ROA Units”). The Board established ROA as a performance criterion for 25% of the 2024 annual long-term incentive awards made to our non-CEO NEOs. ROA is calculated each year during a three-year performance period as follows:

The actual number of ROA Units earned for the three-year performance period will be based on WES’s average annual ROA performance during the performance period. The following table reflects the payout scale used to determine the number of ROA Units earned. In the event performance falls between a whole percentage, the payout will be interpolated linearly.

The number of ROA Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our ROA results. Distribution equivalent rights for ROA Units paid prior to the settlement of such ROA Units are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award.

Total Unitholder Return(“TUR”) Performance Units(“TUR Units”). The Board established relative TUR as a performance criterion for 25% of the 2024 annual long-term incentive awards made to our non-CEO NEOs. The units vest based on our TUR performance ranking relative to our peer group over a three-year performance period, with TUR calculated as follows:

For the 2024 TUR awards, Zayla Partners reviewed the industry peer group and recommended adding companies, as appropriate, to expand or replace those that were acquired during the previous year. The industry peer group for our 2024 TUR awards is listed below. Companies that were added to the peer group for the 2024 TUR awards are marked with an asterisk.

(1)EnLink Midstream, LLC was acquired by ONEOK, Inc. on January 31, 2025.

(2)Equitrans Midstream Corporation was acquired by EQT Corporation in July 2024.

For the 2024 TUR awards, if during the performance period, a peer company files for bankruptcy or fails to meet the listing requirements of the relevant securities exchange, then the Partnership will drop such company to the bottom of the relative TUR percentile ranking. If during the performance period, a peer company is acquired, ceases to exist, ceases to be publicly traded, spins off 25% or more of its assets, or sells all or substantially all of its assets (as applicable, an “Impacted Peer”), then the Compensation Committee may, in its discretion, (i) drop such company out of the peer group and recalculate the results, (ii) applying conventions the Compensation Committee deems appropriate under the circumstances, calculate such company’s ranking position at the time of such event and “freeze” its relative TUR percentile ranking, or (iii) drop such company to the bottom of the relative TUR ranking. The Board’s determination in this regard may be made at any point prior to certifying the performance results of the 2024 TUR awards. This approach grants the Compensation Committee the discretion to address unusual situations affecting our peer companies and ensures that the 2024 TUR awards remain aligned with the Partnership’s compensation philosophy and objectives.

Our payout scale for the 2024 TUR awards strengthens our link to performance by rewarding top quartile performance with a maximum payout of 200% of target and providing for a zero payout for bottom quartile performance. The actual number of TUR Units earned for the three-year performance period will be based on WES’s relative TUR performance during the performance period. For the 2024 TUR awards, the following table reflects the payout scale used to determine the number of TUR Units earned. In the event performance falls between a whole percentile figure listed in the table below, the payout will be interpolated linearly.

The number of TUR Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our relative TUR performance. Distribution equivalent rights for TUR Units paid prior to the settlement of such TUR Units are accrued and paid in cash at the end of the performance period based on the actual performance of the underlying award.

Equity Awards Granted in 2024. In 2024, the Board approved the below annual long-term incentive awards. These awards are included in the Grants of Plan-Based Awards Table. In determining the annual equity awards, and in accordance with our compensation philosophy, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels. The target value of the 2024 annual equity awards granted to the NEOs reflect an increase of approximately 36%, on average, compared to their prior year target value of annual awards. The target long-term incentive award increases generally position each of the NEO awards between the 50 th and 75 th percentiles of the benchmark data, with two of the NEOs positioned above the 75 th percentile because of internal pay equity considerations.

Time-Based Award to Mr. Brown. Upon Mr. Brown’s appointment as President and CEO of the general partner effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special grant of time-based units valued at $6,000,000, which will vest annually over a three-year period subject to Mr. Brown’s continued service through the applicable vesting periods. This award comprises the entirety of Mr. Brown’s equity-based awards for the year 2024 in connection with his executive service. In granting Mr. Brown this award, the Board wished to create retentive value and to align Mr. Brown’s interests with those of our long-term unitholders. Given that Mr. Brown’s appointment occurred late in the fiscal year, his special award included time-based units only. The Board expects Mr. Brown’s equity-based compensation for future years to include a combination of time- and performance-based equity awards commensurate with the Partnership’s executive compensation philosophy discussed above.

(1)Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table, which are calculated in accordance with FASB ASC Topic 718.

(2)Mr. Brown’s values include his special award, discussed above.

(3)Per the terms of Mr. Ure’s Transition and Separation Agreement, outstanding time-based awards held by Mr. Ure under any equity incentive plan maintained by the Partnership as of his final separation date will become vested on a pro rata basis on such date. Such awards will generally be settled within sixty (60) days following the applicable vesting date.

(4)Per the terms of Mr. Nebreda’s award agreements, upon his departure from the general partner, he received a prorated portion of these awards.

Performance Unit Awards — Results for the Performance Period Ended December 31, 2024. In February 2025, the Compensation Committee recommended for certification, and the Board certified, the performance results for the 2022 annual TUR Unit and ROA Unit awards. These awards had a three-year performance period that began on January 1, 2022, and ended December 31, 2024. Under the 2022 TUR Unit awards, WES ranked 3rd in TUR relative to the established peer group, which resulted in a payout of 150%. Under the 2022 ROA Unit awards, WES achieved a three-year average ROA of 18.5%, which resulted in a payout of 186.7%. Upon the Board’s performance certification, these awards were paid in the form of WES units. The following table lists the target number of performance units awarded and actual performance units earned by the NEOs under the 2022 annual TUR Unit and ROA Unit awards.

(1)Mr. Brown, Mr. Holderman, and Mr. Nebreda were not eligible for a grant of performance units in 2022.

(2)Per the terms of Mr. Ure’s Transition and Separation Agreement, outstanding performance-based awards held by Mr. Ure on his final separation date vested on a pro-rata basis with the achievement of any performance conditions determined based upon actual performance as determined by the Board.

Performance-Based Annual Cash Incentives—WES Cash Bonus Program. Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our Incentive Compensation Program. Under the WCB Program, annual cash bonus awards are earned by eligible employees, including our NEOs, taking into account the achievement of specified business objectives and individual performance objectives. The Board maintains full discretion in determining overall performance under the WCB Program and may adjust bonus payouts based on factors it deems relevant.

In February 2024, individual bonus targets were approved by the Board for each of our NEOs as noted in the table below. The target bonuses as a percent of salary did not change from the 2023 targets.

(1)Concurrently with Mr. Brown’s appointment as President and CEO effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special target bonus of $300,000 for 2024 under the WES Cash Bonus Program.

(2)Mr. Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024 and departed the general partner on December 31, 2024.

(3)Mr. Nebreda departed from the general partner effective August 5, 2024.

Our annual incentive program was designed to include measures that support our primary business objective of creating long-term value for our unitholders through continued delivery of profitable operations, and increasing returns of capital to stakeholders over time.

The overall design and performance metrics under the 2024 WCB Program are generally the same as the 2023 WCB Program. The table below reflects the Partnership’s 2024 performance metrics, performance targets and performance under these metrics.

(1)Adjusted EBITDA, for purposes of the WCB Program, excludes the effects of revenue recognition cumulative adjustments (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K).

(2)Free Cash Flow, for purposes of the WCB Program, excludes the effects of changes in working capital (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K). The performance results for Free Cash Flow reflect the Board’s discretion to adjust the result for approximately $63 million of expenditures incurred in 2024 that otherwise would have been incurred in 2025.

(3)System Operability is a measure of the “real” operability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells. It considers the ratio of actual throughput each day to the theoretical maximum throughput available to capture by the applicable system. Loss of throughput due to volumes above firm targets and off-spec product do not count against operability.

(4)TRIR includes injuries or illnesses that result in any of the following: days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death.

(5)Employee Volunteer Participation includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)(3).

(6)WES set qualitative goals to develop a GHG emissions reduction plan, including various internal initiatives to study the utilization of flyovers in identifying GHG emissions events, and to develop a predictive super-emitter identification program.

2024 WCB Program Performance Assessment. In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the targets noted in the above table. These performance targets were approved by the Board in February 2024. For Free Cash Flow, the Board exercised its discretion to adjust the result for expenditures incurred in 2024 that would otherwise have been incurred in 2025. Based upon the results described above and in recognition of the Partnership’s impressive performance across all WCB metrics, including outstanding financial results, sustainability objectives, and customer-focused operational success, the Board approved a payout of 160% under the 2024 WCB Program.

S16 Discretionary Bonus Pool. In 2024, the Board also approved an additional discretionary bonus pool under the WCB Program (the “S16 Discretionary Bonus Pool”) for the Partnership’s non-CEO Section 16 officers, which includes the other NEOs. The S16 Discretionary Bonus Pool is equal to 20% of the aggregate base salaries of each non-CEO Section 16 officer, and may be funded in an amount of up to 40% of such aggregate base salaries (i.e. 20% multiplied by up to 200%). Any S16 Discretionary Bonus Pool allocations, shall be based on the recommendation of the CEO and Compensation Committee and are subject to the final approval of the Board.

For the S16 Discretionary Bonus Pool, the Board considered the recommendations of the CEO and the Compensation Committee in reviewing the individual performance of the non-CEO Section 16 officers. Based on these recommendations and the Board’s own review, the Board approved S16 Discretionary Bonuses as set forth in the table below. The recommendation for the funding of the S16 Discretionary Bonus Pool was based on the outstanding performance of the non-CEO Section 16 officers (including the NEOs) towards achieving our company goals under the WCB Program. These bonuses were in recognition of the efforts of: (a) Mr. Holderman for his assumption of significant additional responsibilities as Chief Operating Officer of WES and for meaningful operational achievements in the Delaware Basin, (b) Ms. Shults on successful efforts to strengthen WES’s balance sheet and effectively manage WES’s capital projects, (c) Mr. Dial on successful divestiture of non-core assets and the effective management of WES’s litigation and governance matters, and (d) Mr. Bourne on the achievement of significant commercial successes during the year in West Texas and the DJ Basin.

Actual Bonuses Earned for 2024. The cash bonus awards for 2024 for our NEOs are shown in the table below and are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

(1)This amount represents the bonuses attributed to WES’s performance against the performance metrics discussed above, calculated as their target bonus for the year multiplied by the 160% performance factor.

Pursuant to the terms of Mr. Ure’s Transition and Separation Agreement, Mr. Ure was eligible to receive the full target bonus under the 2024 WCB Program. This amount was paid in lieu of any other amount payable to Mr. Ure under the Annual Incentive Plan for the year 2024. Mr. Nebreda departed from the general partner effective August 5, 2024, and in accordance with the ESP, will receive a pro rata target bonus for the year. These payments are reflected in the “All Other Compensation” column of the Summary Compensation Table.

Indirect Compensation Elements

As identified in the table below, the Partnership provides certain benefits and perquisites (considered indirect compensation elements) that are considered typical within our industry and necessary to attract and retain executive talent. The value of each element of indirect compensation is generally structured to be competitive within our industry.

Retirement Benefits. All of our employees, including our NEOs, are eligible to participate in the Western Midstream Savings Plan, a tax-qualified savings plan maintained by WES. In 2021, our Board approved the Western Midstream Savings Restoration Plan, which is a non-qualified deferred compensation plan implemented to provide for the deferral of employer contributions that the participant would have otherwise been eligible for absent the Internal Revenue Code (“IRC”) limitations that restrict the amount of benefits payable under the tax-qualified savings plan.

Other Benefits. We provide other benefits such as medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage to our executive officers. These benefits are also provided to all other eligible employees.

Perquisites. We provide a limited number of perquisites. The expenses related to these perquisites are imputed and considered taxable income to the executive officers, as applicable, and no related tax gross-ups are provided. Perquisites provided include reimbursement of financial counseling, tax preparation, and estate planning services expenses up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance. In addition, WES has a leased interest in an aircraft that is used primarily for business travel; however, limited personal use by executive officers, including travel by family or invited guests, is allowed so long as any incremental costs associated with such personal use is reimbursed by the executive under a time-sharing agreement. For 2024, any incremental costs of the perquisites provided to each NEO that exceeded $10,000 are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table.

Severance Benefits. Each of our NEOs is covered by the Western Midstream Partners, LP Executive Severance Plan (the “ESP”) and the Western Midstream Partners, LP Executive Change in Control Severance Plan (the “CIC Plan”).

Executive Severance Plan. The ESP provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason.” Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits:

•An amount equal to 2.0 times the sum of base salary and annual target bonus for the CEO and 1.5 times base salary and annual target bonus for the other NEOs;

•An annual bonus for the prior year, if unpaid as of the date of termination, and an annual target bonus for the year of termination, prorated based on the participant’s date of termination;

•Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

•Prorated vesting of any unvested long-term incentive awards, including time- and performance-based long-term incentive awards, with prorated performance-based awards vesting upon actual performance under the original award agreement;

•Outplacement services for up to nine months; and

•Any accrued, but unused as of the date of the termination, vacation pay.

Executive Change In Control Severance Plan. The CIC Plan provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason” on or after the date 180 days prior to the consummation of a Change in Control and within two years after the consummation of the Change in Control (“Protection Period”). Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits:

•An amount equal to 2.99 times the sum of base salary and annual target bonus for the CEO and 2.0 times base salary and annual target bonus for the other NEOs;

•An annual bonus for the year of termination determined based on the greater of target performance and actual performance, in each instance prorated based on the participant’s date of termination and paid when annual bonuses are paid to other senior executives of the Partnership;

•Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

•Full vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with performance-based awards vesting at the greater of target and actual performance;

•Outplacement services for up to nine months; and

•Any accrued, but unused as of the date of the termination, vacation pay.

A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below.

Mr. Ure stepped down from his position as President and Chief Executive Officer of the general partner, effective October 28, 2024. At this time, the Board entered into a Transition and Separation Agreement with him that outlined the terms of his transition and departure from the Partnership. Pursuant to the terms of this Agreement, Mr. Ure continued his employment in the role of advisor until his separation date of December 31, 2024. Upon his separation from the Partnership, he became entitled to receive certain payments and benefits as discussed in further detail under the Potential Payments Upon Termination or Change of Control section below. These payments and benefits are in lieu of any benefits he was entitled to under the ESP.

Additional Compensation Policies and Provisions

The following provides a discussion of additional policies and provisions we have in place related to our overall executive compensation program.

Equity Grant Practices. WES maintains the Western Gas Partners, LP 2017 Long-Term Incentive Plan and the Western Midstream Partners, LP 2021 Long-Term Incentive Plan, which govern the issuance of equity and equity-based awards. Under the provisions of these plans, the Board has the authority to grant equity awards to our Section 16 officers. The grant date fair value of each award is based on the closing unit price of WES’s units on the NYSE on the grant date as designated by the Board. The grant date fair value of the TUR Units also incorporates the estimated payout percentage of the award on the grant date.

Equity Ownership Guidelines. In order to align the interests of our executives and unitholders, the Board has approved executive equity ownership guidelines as noted below. Executives are expected to comply with these guidelines within five years of the date the individual is first elected to the office. An officer who does not meet the minimum ownership guideline may not sell any Western Midstream units until he or she meets the guideline and would continue to meet the guideline following any such sale. In determining equity ownership levels, we include the value of an executive’s direct unit holdings (including units held in a living trust or by a family partnership or corporation controlled by the executive, unless the executive expressly disclaims beneficial ownership of such units) and long-term incentive awards, including time-based restricted unit awards and vested performance unit awards. Unvested performance unit awards do not count towards the ownership guidelines.

Clawback Provisions. Per the terms of our 2024 long-term incentive awards, if WES is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if the recipient knowingly engaged in the misconduct (whether or not they are an individual subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Board (or delegated Plan Administrator) may determine that the recipient must reimburse WES the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. These clawback provisions are in addition to the provisions of the Clawback Policy for incentive compensation discussed in the following paragraph.

Clawback Policy. In order to comply with applicable NYSE and SEC rules and to further align the interests of our executives and unitholders, the Board has approved the Clawback Policy. The Clawback Policy requires WES to recover certain incentive-based compensation erroneously awarded to our executives if WES is required to prepare an accounting restatement due to its material noncompliance with applicable financial reporting requirements under the securities laws. This includes any restatement required to correct a material error in previously issued financial statements, or to correct an error that would result in a material misstatement if the error were either corrected in the current period or left uncorrected in the current period. For purposes of the Clawback Policy, incentive-based compensation includes compensation granted, earned or vested based upon WES’s attainment of specified financial reporting metrics. This includes, but is not limited to, bonuses paid under the WCB Program to the extent based on financial reporting metrics, as well as ROA awards, TUR awards, and their associated distribution-equivalent rights. The Clawback Policy applies to all incentive-based compensation received by our executives on or after October 2, 2023. Recovery under the Clawback Policy will generally be limited to incentive-based compensation received by the applicable executive during the three completed fiscal years immediately prior to the date WES is required to prepare the restatement.

Prohibition Against Derivative Transactions and Hedging. Our Insider Trading Policy expressly prohibits directors, officers, and designated employees from directly or indirectly entering into equity derivative or other financial instruments (including, but not limited to, options, puts, calls, swaps, collars, forward contracts, hedges, exchange funds, or short sales) tied to WES securities (including equity securities received as part of a compensation program as well as WES equity securities acquired personally).

Blackout Periods. Our Insider Trading Policy prescribes regularly scheduled blackout periods for each fiscal quarter. The scheduled blackout periods begin on the last calendar day of the quarter and end two full trading days following the public release of the applicable quarter’s earnings. The blackout periods apply to all WES officers, including our NEOs, all directors of our general partner, employees working in our Longmont, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time. These blackout restrictions also apply to the immediate family and others who live in their homes, as well as any trust, partnership, or other entity in which the covered individual controls.

Tax Law Considerations. We are a limited partnership for United States federal income tax purposes. Therefore, the compensation paid to our NEOs is not subject to the deduction limitations under Section 162(m) of the IRC. We have structured our compensation programs in a manner intended to be exempt from, or to comply with Section 409A of the IRC.

Compensation Committee Report

The Compensation Committee, the members of which are listed below, is responsible for reviewing and recommending to the Board for approval actions related to the executive compensation programs of the Partnership. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that it be included in this Form 10-K.

The Compensation Committee of Western Midstream Holdings, LLC:

Lisa Stewart, Chairperson

Peter J. Bennett

Oscar K. Brown

Nicole E. Clark

Summary Compensation Table

The following table summarizes the compensation amounts for our NEOs for the years ended December 31, 2024, 2023, and 2022.

(1) For 2023 and 2024, this column reflects (i) the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the years ended December 31, 2023 and 2024, respectively, and (ii) for 2023 and 2024, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.

(2)This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures). The grant date fair value of the time-based units and ROA Units equals the number of units granted multiplied by the WES closing unit price on the grant date. The grant date fair value of the TUR Units is calculated based on a Monte-Carlo valuation on the grant date. The maximum values, assuming a 200% payout, of the 2024 ROA unit awards as of the grant date for Ms. Shults, Mr. Dial, Mr. Bourne, Mr. Holderman, Mr. Ure, and Mr. Nebreda were approximately $1.25 million, $1.25 million, $1.25 million, $1.25 million, $4.2 million, and $1.25 million, respectively. The maximum values, assuming a 200% payout, of the 2024 TUR unit awards as of the grant date for Ms. Shults, Mr. Dial, Mr. Bourne, Mr. Holderman, Mr. Ure, and Mr. Nebreda, $1.6 million, $1.6 million, $1.6 million, $1.6 million, $5.4 million, and $1.6 million, respectively. The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensationin the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. For information regarding the awards granted in 2024, see the Grants of Plan-Based Awards in 2024 table.

(3) This column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results pursuant to the WCB Program.

(4) The 2024 amounts are detailed in the table below:

(i) The amount for Ms. Shults reflects spousal travel of $7,419 and financial planning and personal excess liability insurance of $2,617. The amount for Mr. Ure reflects the payout of $156,492 of his accrued but unused paid time off balance and $1,162,500 pro-rata target bonus pursuant to his Transition and Separation Agreement. The amount for Mr. Nebreda reflects $1,390,500 for severance benefits, $246,071 pro-rata target bonus for 2024 and $86,660 for the payout of his accrued but unused paid time off balance under the ESP. Additionally, amounts in this column do not include Mr. Ure’s cash separation benefits. Mr. Ure is required to comply with the restrictive covenants in his Transition and Separation Agreement on an ongoing basis in order to receive such cash separation benefits over a two-year period following the separation date.

(5) Mr. Brown was appointed President and CEO effective October 28, 2024. Prior to his appointment as CEO, Mr. Brown was a non-employee director of the general partner and received compensation under our director compensation program. The compensation he earned as a non-employee director for 2024 is excluded from these values and disclosed in the Director Compensation section below. Effective with his appointment to CEO, he no longer receives compensation as a non-employee director. Mr. Brown was not an NEO for the years ended December 31, 2023 and 2022.

(6)Mr. Holderman was not an NEO for the years ended December 31, 2023 and 2022.

(7)Mr. Ure ceased being President and CEO of the general partner, and a director of the Board, effective October 28, 2024. Pursuant to the terms of his Transition and Separation Agreement, he continued his employment with the Partnership in the role of advisor until December 31, 2024.

(8)Mr. Nebreda departed from the general partner effective August 5, 2024. He was not an NEO for the year ended December 31, 2022.

Grants of Plan-Based Awards in 2024

The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards. The equity incentive plan and unit awards were granted pursuant to the Western Midstream Partners, LP 2021 Long-Term Incentive Plan during 2024 to each of the NEOs as described below.

Non-Equity Incentive Plan Awards (WCB Program). Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis. If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants. These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.

Equity Incentive Plan Awards (ROA Units and TUR Units). Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis. Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2026. Performance units earned are settled in the form of common units. The awards include tandem distribution-equivalent rights accrued and paid in cash at the end of the performance period based on actual performance.

Time-Based Unit Awards. Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years. Mr. Brown’s award begins vesting on October 28, 2025, and all other NEO’s awards begin vesting on February 12, 2025. The awards include tandem distribution equivalent rights paid in cash on a current basis.

Grants of Plan-Based Awards

(1)The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, but there are no individual maximums established. These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.

(2)The threshold payout disclosed is 25% of target for the ROA awards and 53% of target for the TUR awards. For the TUR awards, if during the performance period a company is removed from the peer group, then the percentile ranking and threshold payout would be recalculated using the remaining companies, with the threshold payout beginning at 50% of target at the 25th percentile ranking.

(3)The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2024 computed in accordance with FASB ASC Topic 718. The value ultimately realized by the executive upon the actual vesting of the award(s) may or may not be equal to the determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensationin the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(4)The target bonus for Mr. Brown was set upon his appointment to President and Chief Executive Officer on October 28, 2024. Phantom units that Mr. Brown received as a non-employee director, prior to this appointment, are excluded from these values and are disclosed in the Director Compensation section below.

Outstanding Equity Awards at Year-End 2024

The following table reflects outstanding equity awards for each NEO as of December 31, 2024. The market values shown are based on WES’s closing unit price of $38.43 on December 31, 2024.

(1)The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2024 Table:

(2)The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2024 Table. The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2024, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2024, WES’s performance under the ROA awards was 186.7%, 190%, and 195% for the performance periods ending December 31, 2024, 2025, and 2026, respectively.

(i)Payment of these awards, earned for the performance period ending December 31, 2024, were made in February 2025 after the Board’s certification of the performance results. These awards are discussed further in the Compensation Discussion and Analysis.

(3)The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2024 Table. The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2024, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2024, WES’s performance under the TUR awards was 150%,128%, and 140% for the performance periods ending December 31, 2024, 2025, and 2026, respectively.

(i)Payment of these awards, earned for the performance period ending December 31, 2024, were made in February 2025 after the Board’s certification of the performance results. These awards are discussed further in the Compensation Discussion and Analysis.

(ii)The TUR Units outstanding for these awards assume that any Impacted Peer(s) have been dropped to the bottom of the relative peer group ranking for purposes of determining WES’s relative total unitholder performance ranking. The treatment of Impacted Peers is discussed further in the Compensation Discussion and Analysis.

Option Exercises and Units Vested in 2024

The following table reflects information about the aggregate dollar value realized during 2024 by our NEOs for WES awards that vested in 2024.

(1)The number of units acquired on vesting includes the time-based units that vested in 2024 and the units that vested under the 2021 ROA Unit and TUR Unit awards with performance periods ending December 31, 2023, which were settled in 2024.

(2)The value realized on vesting represents the aggregate number of units that vested multiplied by the common unit price on the vesting date. The actual value ultimately realized by the officer, may be more or less than the value disclosed in the above table, depending upon the timing in which he held or sold the units associated with the vesting occurrence.

(3)Values for Mr. Brown exclude the vesting of units he received in his prior role as non-employee director.

Pension Benefits for 2024

WES does not have a defined benefit pension plan that provides NEOs a fixed monthly retirement payment. Instead, all salaried employees on the U.S. dollar payroll, including the NEOs, are eligible to participate in the Partnership’s 401(k) plan, a tax-qualified defined contribution plan.

Nonqualified Deferred Compensation for 2024

The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations. Eligible compensation includes base salary earnings and annual WCB Program payments. Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan. In general, deferred amounts are distributed to the participant in lump sum upon separation from service.

(1)Reflects contributions earned for fiscal year 2024, although not credited to participant accounts until 2025. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2024.

(2)The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2024 in the following aggregate amounts: Mr. Brown - $0; Ms. Shults - $120,545; Mr. Dial - $240,786; Mr. Bourne - $359,850; Mr. Holderman - $0; Mr. Ure - $762,601; and Mr. Nebreda - $74,237.

Potential Payments Upon Termination or Change of Control

The following discussion provides information regarding the compensation payable to our NEOs under each termination scenario described below, assuming that the applicable termination event occurred on December 31, 2024, and based on the plans and agreements in place on that date. For Messrs. Nebreda and Ure, the values reported reflect the actual payments they were entitled to upon their departure from the general partner in 2024.

Upon Mr. Nebreda’s departure from the general partner on August 5, 2024, he received the following benefits under the ESP: cash severance of $1,390,500 payable in lump sum; a prorated annual target bonus for 2024 in the amount of $246,071 paid at the same time as other executives; up to two years of continued health and welfare benefits at the employee rates, valued at $58,589; and he is eligible for the reimbursement of up to nine months of outplacement services. Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $2,204,678. This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024. The performance units will be paid after the end of the performance period based on actual performance. Mr. Nebreda will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $228,380. Mr. Nebreda entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure. The Release Agreement also includes a release of claims, as well as confidentiality, cooperation, and non-solicitation covenants, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.

In connection with Mr. Ure ceasing to be President and CEO of the general partner, he received the benefits described below pursuant to a Transition and Separation Agreement. Mr. Ure continued his employment with the Partnership in the role of advisor during the period beginning on October 28, 2024, and ending on December 31, 2024 (the “Separation Date”).

As of the Separation Date, Mr. Ure ceased to perform services for the Partnership and became entitled to receive certain payments and benefits (collectively “Separation Benefits”), subject to his continued compliance with the terms of the Transition and Separation Agreement. The Separation Benefits include the following: (a) an amount of cash equal to$4,185,000; payable over a 24-month period; (b) the target bonus under the Annual Incentive Plan in respect of year 2024 in the amount of $1,162,500; and (c) two years of continued health and welfare benefits at the applicable employee rates, valued at $60,402. Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $16,724,967. This value includes the prorated time-based units that became vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2024. The performance units will be paid after the end of the performance period based on actual performance. Mr. Ure will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $1,157,816. The Transition and Separation Agreement includes a release of claims, confidentiality, cooperation, non-solicitation, non-disparagement, and non-competition covenants and other provisions customary for an agreement of this type. The cooperation, non-solicitation, non-disparagement, and non-competition covenants feature restricted periods that expire on the 24-month anniversary of the Separation Date.

The following tables reflect potential payments to our NEOs under the ESP, CIC Plan, and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2024 and, where applicable, using the closing price of our common unit of $38.43 (as reported on the NYSE as of December 31, 2024). In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2024 Table.

Involuntary For Cause.“Cause” for purposes of the ESP is generally defined as: (i) commission of a felony or of a misdemeanor involving fraud, theft or moral turpitude, (ii) habitual neglect of or willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, (viii) engaging in conduct that materially discredits, is detrimental to, or is otherwise materially harmful to the Partnership, or (ix) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct. Certain notice and cure conditions, as set forth in the ESP, apply in order to make a termination for “Cause” effective. “Cause” for purposes of the CIC Plan is generally defined as: (i) conviction of a felony or of a misdemeanor involving moral turpitude, (ii) willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, or (viii) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct.

Involuntary Not For Cause Termination or Good Reason Termination under the ESP. As of December 31, 2024, the NEOs below were eligible for severance benefits under the ESP. “Good Reason” for purposes of the ESP is generally defined as the occurrence of any of the following conditions: materially and adversely diminished duties and responsibilities; a material reduction in base salary or base salary plus annual target bonus, unless such reduction is applied generally and consistently to the Partnership’s executives; or a material change in work location. Certain notice and cure conditions, as defined in the ESP, apply in order for a termination for Good Reason to be effective.

(1)Reflects amounts payable in lump sum pursuant to the terms of the ESP. Mr. Brown’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. Dial, Bourne, and Holderman reflect 1.5 times the sum of their current base salary plus target bonus.

(2)The amounts reflect a prorated annual target bonus, assuming each NEO’s employment terminated on December 31, 2024. Concurrently with Mr. Brown’s appointment as President and CEO effective October 28, 2024, the Board, upon approval and recommendation by the Compensation Committee, approved a special target bonus of $300,000 for 2024 under the WES Cash Bonus Program.

(3)The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2024. In the event of an involuntary termination not for cause or a “Good Reason” termination, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but that were not settled until February 2025.

(4)The amounts reflect the continuation of welfare benefits for two years at employee rates. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Change of Control: Involuntary Termination or Voluntary For Good Reason. The following table reflects benefits payable under the CIC Plan to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event.

Under the CIC Plan, a change in control is deemed to have occurred in the event that: (i) any person or group other than the Partnership or Occidental (or affiliate) acquires 50% or more of the voting power in the Partnership or general partner; (ii) the approval of the Partnership’s plan of liquidation; (iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets; (iv) certain changes are made to the composition of the Partnership’s Board of Directors; (v) the completion of a business combination transaction in which, after giving effect to such transaction, neither the Partnership, Occidental, nor its affiliates meet certain ownership thresholds; (vi) the general partner is removed or the general partner (or its affiliate) ceases to be the sole general partner of the Partnership; or the Partnership is taken private in a transaction in which its common equity securities cease to be listed on a national securities exchange.

Under the CIC Plan, Good Reason is generally defined as the occurrence of any of the following conditions without the participant’s consent: (i) diminution of duties and responsibilities; (ii) material reduction in compensation; (iii) change in work location of more than 50 miles; or (iv) in connection with a Change in Control, the failure by the acquiror to assume the Plan. Certain notice and cure conditions, as defined in the CIC Plan, apply in order for a termination for Good Reason to be effective.

(1)Reflects amounts payable in lump sum under the CIC Plan. Mr. Brown’s value is calculated as 2.99 times his base salary plus target bonus. The values for Ms. Shults, and Messrs. Dial, Bourne, and Holderman are calculated as 2.0 times their base salary plus target bonus.

(2)Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance. The amounts reflect their actual bonuses awarded for 2024 under the WCB Program, as discussed in the Compensation Discussion and Analysis and exclude any amounts awarded under the S16 Discretionary Bonus Pool.

(3)The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, unless performance to date was below target, in which case we have assumed target performance, all as of December 31, 2024. In the event of a change of control, the performance would be calculated based on the change of control date. Amounts include the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but were not settled until February 2025.

(4)The amounts reflect the continuation of welfare benefits for two years at employee rates. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Death or Termination due to Disability

(1)The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2024. In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of the 2022 annual performance unit awards with performance periods that ended December 31, 2024, but were not settled until February 2025.

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of our employees and the annual total compensation of Oscar K. Brown, our President and CEO.

For the 2024 calendar year, the annual total compensation of Mr. Brown, as reported in the Summary Compensation Table for this Item 11, was $6,635,658. The annual total compensation for our median employee, calculated using the same methodology used for our NEOs in the Summary Compensation Table was $161,174. Based on this information, for 2024, Mr. Brown’s total annual compensation was 41 times the annual total compensation of the median employee. In preparing this pay ratio disclosure, we took the following steps:

•We determined that, as of December 31, 2024, our employee population consisted of 1,511 individuals with all of these individuals located in the United States (as reported in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K). This population consisted of all employees, whether employed on a full-time or part-time basis.

•In compliance with the regulations, we are utilizing the same employee identified for our prior pay ratio disclosure for the year ended December 31, 2023, because there were no changes during the year ended December 31, 2024, with respect to our employee population, employee compensation arrangements, or to the previously-identified median employee’s circumstances that we reasonably believe would result in a significant change to our pay ratio disclosure. We identified the median employee for 2024 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2024. We included all employees, whether employed on a full-time or part-time basis and did not make any estimates, assumptions, or adjustments to the data in identifying the median employee. The methodology used in identifying the median employee is consistent with the methodology we used in prior years.

•With respect to calculating the total annual compensation disclosed above for the median employee, we combined all of the elements of such employee’s total compensation for 2024.

•The pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodologies described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by other SEC reporting companies. As a result, the pay ratio reported by other SEC reporting companies may differ substantially from, and may not be comparable to, the pay ratio we disclose above.

Accounting Restatements and Recovery Actions Under Clawback Policy

Item 402(w) of Regulation S-K (“Item 402(w)”) requires the Partnership to make certain disclosures in the event the Partnership is required to prepare an accounting restatement. As of December 31, 2024, the Partnership has not been required to prepare an accounting restatement. Therefore, no disclosures under Item 402(w) are required.

Option Awards and Material Nonpublic Information

Item 402(x) of Regulation S-K (“Item 402(x)”) requires the Partnership to disclose certain policies and practices regarding option awards, including how the Board takes material nonpublic information into account when determining the timing and terms of option awards. The Partnership does not issue option awards. Therefore, no disclosures under Item 402(x) are required.

Director Compensation

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our Board. Officers or employees of Occidental who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner. During 2024, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board. To assist in the 2024 annual review of director compensation, the Board directly retained Zayla Partners to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2024 calendar year. Following such review, no changes to director compensation were recommended for 2024.

Accordingly, compensation for non-employee directors during 2024 consisted of the following:

•an annual retainer of $110,000 for each non-employee Board member;

•an annual retainer of $2,000 for each member of a committee of the Board, or $22,000 for the chair of such committee; and

•an annual grant of phantom units with a grant date fair value of approximately $145,000.

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees and for costs associated with participation in continuing director education programs. Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law. Following its review of director compensation for 2025, the Board approved an increase in the value of the annual phantom unit grant to $160,000.

Equity Ownership Guidelines. Non-employee directors of the general partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer. Directors have five years from the date of their initial election to the Board to comply with this requirement. Each non-employee director is currently in compliance with these ownership guidelines.

The following table sets forth information concerning total director compensation earned during 2024 by each non-employee director, including Mr. Brown’s director compensation earned prior to his appointment as President and CEO:

(1)Mr. Brown’s fees reflect those earned until his appointment as President and CEO effective October 28, 2024. Upon his appointment, he no longer receives compensation as a non-employee director.

(2)The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2024, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date. See the table below for phantom units awarded to each non-employee director during 2024. As of December 31, 2024, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 5,199 outstanding phantom units. Mr. Brown also has outstanding time-based units he received upon his appointment to President and Chief Executive Officer as disclosed in the Outstanding Equity Awards at Year-End 2024 table.

The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2024, including to Mr. Brown prior to his appointment as President and CEO:

(1)The phantom units granted on February 13, 2024, vested in full on February 12, 2025. Directors received distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.

(2)The amounts included in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the awards made to non-employee directors in 2024 computed in accordance with FASB ASC Topic 718. The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to the value included above.

Compensation Committee Interlocks and Insider Participation

While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for our executive officers at the recommendation of the Compensation Committee. Messrs. Bennett and Forthuber, and Ms. Clark, who are directors of our general partner, are also executive or corporate officers of Occidental. However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors. Mr. Oscar Brown, who was appointed as President and Chief Executive Officer in October 2024, also serves as a member of the Compensation Committee. Mr. Brown recuses himself from Compensation Committee discussion of, and decisions on, his compensation. Read Part III, Item 13 below in this Form 10-K for information about relationships among us, our general partner, and Occidental.