Western Midstream (NYSE: WES) posts record Q1 and a $1.6B Brazos Delaware deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Western Midstream Partners reported a record first-quarter 2026 and announced a major Delaware Basin acquisition. Net income attributable to limited partners was $342.4 million, or $0.85 per diluted unit, and Adjusted EBITDA reached a record $683.1 million, up 15% from a year earlier and 7% sequentially. Distributable Cash Flow was $508.9 million, with Free Cash Flow of $242.3 million.
The partnership declared a first-quarter distribution of $0.930 per unit, 2.2% higher than the prior quarter and equal to $3.72 on an annualized basis. Management expects 2026 Adjusted EBITDA and Distributable Cash Flow to finish toward the high end of prior ranges of $2.50–$2.70 billion and $1.85–$2.05 billion, assuming current commodity prices persist.
Western Midstream also agreed to acquire Brazos Delaware II, LLC for approximately $1.6 billion, split between $800 million in cash and $800 million in common units. The deal adds about 470,000 dedicated acres, 460 MMcf/d of processing capacity, and is expected to contribute roughly $100 million of incremental Adjusted EBITDA in 2026 while keeping pro forma net leverage around 3.0x and being immediately accretive to estimated 2026 Distributable Cash Flow per unit.
Positive
- Record profitability and upward-tilting outlook: First-quarter 2026 Adjusted EBITDA reached $683.1 million, up 15% year over year and 7% sequentially, and management now expects 2026 Adjusted EBITDA and Distributable Cash Flow to finish toward the high end of prior guidance ranges.
- Strategic, accretive Brazos acquisition in core basin: The $1.6 billion Brazos Delaware II deal meaningfully expands Delaware Basin dedicated acreage and processing capacity, is expected to be immediately accretive to 2026 Distributable Cash Flow per unit, and keeps pro forma net leverage around 3.0x.
Negative
- None.
Insights
Record Q1 results plus a $1.6B Delaware Basin acquisition meaningfully expand Western Midstream’s scale and cash flows.
Western Midstream Partners delivered strong fundamentals in first-quarter 2026. Adjusted EBITDA of $683.1 million rose about 15% year over year, supported by the Aris acquisition, higher crude, NGL, and produced-water volumes, and a 7-percent reduction in operation and maintenance expense versus early 2025 excluding Aris.
The partnership continues to emphasize cash returns and balance sheet strength. It declared a per-unit distribution of $0.930, 2.2-percent higher than the prior quarter, and still generated Free Cash Flow of $242.3 million. Management now expects to come in toward the high end of its 2026 Adjusted EBITDA range of $2.50–$2.70 billion and Distributable Cash Flow range of $1.85–$2.05 billion, assuming current commodity prices hold.
The planned acquisition of Brazos Delaware II for about $1.6 billion (half cash, half equity) adds roughly 470,000 dedicated acres and 460 MMcf/d of processing capacity, increasing Delaware Basin dedicated acres by about 49 percent. The transaction is expected to add around $100 million of Adjusted EBITDA in 2026, be immediately accretive to Distributable Cash Flow per unit, and maintain pro forma net leverage near 3.0x, though ultimate benefits depend on integration, volume growth, and commodity conditions.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net income attributable to limited partners: $342.4 million
Adjusted EBITDA: $683.1 million
Distributable Cash Flow: $508.9 million
+5 more
8 metrics
Net income attributable to limited partners
$342.4 million
First quarter 2026
Adjusted EBITDA
$683.1 million
Record Q1 2026, 15% higher than prior-year period
Distributable Cash Flow
$508.9 million
First quarter 2026
Free Cash Flow
$242.3 million
First quarter 2026
Quarterly distribution per unit
$0.930
Q1 2026 distribution, 2.2% above prior quarter
Brazos acquisition value
$1.6 billion
Transaction split $800 million cash and $800 million in units
Expected Brazos Adjusted EBITDA contribution
$100 million
Incremental Adjusted EBITDA in 2026, assuming closing by end of Q2 2026
Pro forma net leverage
3.0x
Expected throughout 2026 including Brazos acquisition
Key Terms
Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, fee-based contracts, +2 more
6 terms
Adjusted EBITDA financial
"record first-quarter Adjusted EBITDA(1) of $683.1 million, which represents a 15-percent increase"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Distributable Cash Flow financial
"first-quarter Distributable Cash Flow(1) of $508.9 million"
Distributable cash flow is the amount of money a business generates from its operations that management considers available to pay dividends, buy back shares, or make other distributions to owners after setting aside what’s needed to keep the business running and meet routine obligations. Investors care because it shows how much real cash can be returned to them—like a household’s leftover paycheck after paying rent and groceries—and helps judge whether payouts are sustainable and backed by operations rather than accounting entries.
Free Cash Flow financial
"first-quarter Free Cash Flow(1) of $242.3 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
fee-based contracts financial
"long-term contracts, which include substantial acreage dedications that provide the same fee-based cash flow foundation"
minimum-volume commitments financial
"fee-based contract structures, supported by substantial minimum-volume commitments and acreage dedications"
net leverage financial
"enabling WES to maintain pro forma net leverage of approximately 3.0x throughout 2026"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
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): May 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||||||||||||
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 2.02 Results of Operations and Financial Condition.
On May 6, 2026, Western Midstream Partners, LP issued a press release announcing first-quarter 2026 results. The Partnership also simultaneously made the slide presentation for tomorrow’s earnings call available on the Western Midstream website, www.westernmidstream.com. The earnings press release is included in this report as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On May 6, 2026, Western Midstream Partners, LP issued a press release announcing the acquisition of Brazos Delaware II, LLC. The press release regarding the acquisition is included in this report as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated May 6, 2026, announcing first-quarter 2026 results. | |||||||
| 99.2 | Press release dated May 6, 2026, acquisition announcement. | |||||||
| 104 | Cover Page Interactive Data File. | |||||||
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 PARTNERS, LP | ||||||||||||||
| By: | Western Midstream Holdings, LLC, its general partner | |||||||||||||
| Dated: | May 6, 2026 | By: | /s/ Kristen S. Shults | |||||||||||
| Kristen S. Shults Senior Vice President and Chief Financial Officer | ||||||||||||||
EXHIBIT 99.1
Western Midstream Announces First-Quarter 2026 Results
•Reported first-quarter 2026 Net income attributable to limited partners of $342.4 million, generating record first-quarter Adjusted EBITDA(1) of $683.1 million, which represents a 15-percent increase compared to the prior-year period, and first-quarter Distributable Cash Flow(1) of $508.9 million.
•Reported first-quarter 2026 Cash flows provided by operating activities of $469.9 million, generating first-quarter Free Cash Flow(1) of $242.3 million.
•Announced a first-quarter distribution of $0.930 per unit, which is 2.2-percent higher than the prior quarter’s distribution, or $3.72 per unit on an annualized basis, and in-line with prior management commentary.
•Expecting to be towards the high-end of the 2026 Adjusted EBITDA(2) and Distributable Cash Flow(2) guidance ranges of $2.50 billion to $2.70 billion and $1.85 billion to $2.05 billion, respectively, should the current crude-oil and NGLs pricing environment continue.
•Expecting 2026 total capital expenditures(3) to still range between $850.0 million to $1.00 billion.
HOUSTON—(PR NEWSWIRE)—May 6, 2026 – Today Western Midstream Partners, LP (NYSE: WES) (“WES” or the “Partnership”) announced first-quarter 2026 financial and operating results. Net income (loss) attributable to limited partners for the first quarter of 2026 totaled $342.4 million, or $0.85 per common unit (diluted), with first-quarter 2026 Adjusted EBITDA(1) totaling $683.1 million and Distributable Cash Flow(1) totaling $508.9 million. First-quarter 2026 Cash flows provided by operating activities totaled $469.9 million and first-quarter 2026 Free Cash Flow(1) totaled $242.3 million. First-quarter 2026 capital expenditures(3) totaled $250.5 million.
RECENT HIGHLIGHTS
•Generated record Adjusted EBITDA(1) of $683.1 million, an increase of approximately 7-percent sequentially, driven by a full quarter of contribution from the Aris acquisition and excess natural-gas liquids and higher skim oil volumes at elevated commodity prices.
•Reduced operation and maintenance expense by 7-percent, compared to the first-quarter of 2025,
excluding the Aris acquisition, reflecting continued cost discipline despite increased throughput.
•Gathered record crude-oil and NGLs throughput in the Delaware Basin of 272 MBbls/d, representing a 4-percent sequential-quarter increase and a 6-percent year-over-year increase.
•Achieved record produced-water throughput(4) of 2,795 MBbls/d, representing a 4-percent sequential-quarter increase, and 140-percent year-over-year increase primarily driven by the full quarter contribution from the Aris acquisition.
•Subsequent to quarter-end, retired $440.5 million of senior notes due 2026 with proceeds from the senior notes issued in the fourth quarter of 2025.
•Subsequent to quarter-end, and as announced earlier today, executed an agreement to acquire Brazos Delaware II, LLC (“Brazos”) in the Delaware Basin for a purchase price of approximately $1.6 billion, comprised of $800 million in cash and $800 million in WES common units, with an expected close by the end of the second quarter of 2026.
On May 15, 2026, WES will pay its first-quarter 2026 per-unit distribution of $0.930, or $3.72 on an annualized basis, which represents growth of 2.2-percent over the prior quarter’s distribution. First-quarter 2026 Free Cash Flow(1) after distributions totaled negative $137.4 million.
First-quarter 2026 natural-gas throughput(4) averaged 5.2 Bcf/d, representing a 1-percent sequential-quarter increase. First-quarter 2026 crude-oil and NGLs throughput(4) averaged 521 MBbls/d, representing a 3-percent sequential-quarter increase. First-quarter 2026 produced-water throughput(4) averaged 2,795 MBbls/d, representing a 4-percent sequential-quarter increase.
“WES delivered record Adjusted EBITDA of $683.1 million in the first-quarter of 2026, increasing 7-percent sequentially and 15-percent compared to the prior-year period, which was primarily driven by a full quarter’s contribution from the Aris acquisition, throughput growth across all three products, and successful cost reduction efforts,” commented Oscar K. Brown, President and Chief Executive Officer of WES. “Additionally, our Adjusted Gross Margin in the first quarter benefited as crude-oil prices increased in March. This performance also reflects the results of our efficiency and cost reduction strategies, as this and several other variables came together to produce the strongest quarter in the Partnership’s history.”
“What distinguished Aris among its peers was the quality and structure of its long-term contracts, which include substantial acreage dedications that provide the same fee-based cash flow foundation that defines WES’s broader portfolio, and the ability to create additional value from retained skim oil volumes in a favorable commodity price environment. As crude-oil prices increased in March, we benefited directly through skim oil recoveries on the Aris system and the fixed recovery natural-gas
2
processing contracts we have been deliberately building across our portfolio. Combined with the cost reduction actions executed in 2025, which have materially improved our operating leverage, the earnings power of WES is increasingly evident.”
“The Delaware Basin remains the cornerstone of our growth strategy and the primary driver of our capital allocation. It is the premier operating basin in North America, and WES has built one of the most integrated midstream platforms across crude-oil, natural-gas, and produced-water in an area which will continue to attract producer capital for decades. The sanctioning of the Pathfinder Pipeline and North Loving II, the Aris acquisition, and today’s announcement pertaining to the purchase of Brazos, each reflect that conviction. More than 60-percent of WES’s 2026 Adjusted EBITDA is expected to be generated from the Delaware Basin, and that proportion will only grow as our organic growth projects come online in first and second quarters of 2027.”
“The Brazos acquisition further enhances our Delaware Basin footprint and is in line with WES’s M&A philosophy of making accretive, strategic acquisitions that enhance the value of WES’s existing asset base, provide a diverse set of high-quality customers, and generate strong Free Cash Flow, all while protecting our investment grade credit ratings. The asset is contiguous to our existing footprint, can be efficiently integrated into our system, and provides exposure to additional geologic trends, including the growing Woodford Shale. The transaction is expected to contribute approximately $100 million of incremental Adjusted EBITDA in 2026, assuming a close by the end of the second quarter.”
“Looking ahead, our fee-based contract structures, supported by substantial minimum-volume commitments and acreage dedications, provide durable, protected cash flows across commodity cycles. While we are not currently updating our annual guidance ranges, as we have not yet received formal changes to our producers’ drilling plans for this year, we expect to be towards the high end of both the Adjusted EBITDA and Distributable Cash Flow ranges, without taking into account the impact of the Brazos transaction. This improved outlook is due to increased commercial discussions, the very favorable commodity price environment, and our improving operating leverage due to our successful and ongoing cost competitiveness efforts. With that said, we intend to reevaluate our 2026 guidance ranges in conjunction with our second-quarter results after the scheduled close of the Brazos transaction.”
“All in all, years of hard work that have culminated in multiple quarters of record operational and financial results continue to demonstrate WES’s financial flexibility to consummate accretive M&A, fund its organic growth program, and sustain a balanced capital return program, all while maintaining one of the strongest balance sheets in the midstream sector.”
3
CONFERENCE CALL TOMORROW AT 9:00 A.M. CT
WES will host a conference call on Thursday, May 7, 2026, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) to discuss its first-quarter 2026 results. To access the live audio webcast of the conference call, please visit the investor relations section of the Partnership’s website at www.westernmidstream.com. A small number of phone lines are available for analysts; individuals should dial 888-880-3330 (Domestic) or 646-357-8766 (International) ten to fifteen minutes before the scheduled conference call time. A replay of the live audio webcast can be accessed on the Partnership’s website at www.westernmidstream.com for one year after the call.
For additional details on WES’s financial and operational performance, please refer to the earnings slides and updated investor presentation available at www.westernmidstream.com.
ABOUT WESTERN MIDSTREAM
Western Midstream Partners, LP (“WES”) is a master limited partnership formed to develop, acquire, own, and operate midstream assets. With midstream assets located in Texas, New Mexico, Colorado, Utah, and Wyoming, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids, and crude oil; and gathering, transporting, recycling, treating, and disposing of produced water for its customers. In its capacity as a natural-gas processor, WES also buys and sells residue, natural-gas liquids, and condensate on behalf of itself and its customers under certain gas processing contracts. A substantial majority of WES’s cash flows are protected from direct exposure to commodity-price volatility through fee-based contracts.
For more information about WES, please visit www.westernmidstream.com.
______________________________________________________________
(1)Please see the definitions of the Partnership’s non-GAAP measures at the end of this release and reconciliation of GAAP to non-GAAP measures.
(2)This release contains certain forward-looking non-GAAP measures such as the Adjusted EBITDA range and Distributable Cash Flow range for year ending December 31, 2026. A reconciliation of the Adjusted EBITDA range to net cash provided by operating activities and net income (loss), and a reconciliation of the Distributable Cash Flow range to net income (loss), is not provided because the items necessary to estimate such amounts are not reasonably estimable at this time. These items, net of tax, may include, but are not limited to, impairments of assets and other charges, divestiture costs, acquisition costs, or changes in accounting principles. All of these items could significantly impact such financial measures. At this time, WES is not able to estimate the aggregate impact, if any, of these items on future period reported earnings. Accordingly, WES is not able to provide a corresponding forward-looking GAAP equivalent for the Adjusted EBITDA or Distributable Cash Flow ranges.
(3)Accrual-based, includes equity investments, excludes capitalized interest, and excludes capital expenditures associated with the 25% third-party interest in Chipeta.
(4)Represents total throughput attributable to WES, which excludes (i) the 1.9% limited partner interest in WES Operating owned by an Occidental subsidiary as of March 31, 2026, and (ii) for natural-gas throughput, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. WES’s management believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove correct. A number of factors could cause actual results to differ materially from the projections, anticipated results, or other expectations expressed in this news release. These factors include our ability to meet financial guidance or distribution expectations; our ability to safely and efficiently operate WES’s assets; the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; our ability to meet projected in-service dates for capital-growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” section of WES’s most-recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases. WES undertakes no obligation to publicly update or revise any forward-looking statements.
# # #
Source: Western Midstream Partners, LP
WESTERN MIDSTREAM CONTACTS
Daniel Jenkins
Director, Investor Relations
Investors@westernmidstream.com
866.512.3523
Rhianna Disch
Manager, Investor Relations
Investors@westernmidstream.com
866.512.3523
4
Western Midstream Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| thousands except per-unit amounts | 2026 | 2025 | ||||||||||||
| Revenues and other | ||||||||||||||
Service revenues – fee based | $ | 933,302 | $ | 823,197 | ||||||||||
Service revenues – product based | 88,767 | 59,252 | ||||||||||||
| Product sales | 99,616 | 34,469 | ||||||||||||
| Other | 1,894 | 198 | ||||||||||||
| Total revenues and other | 1,123,579 | 917,116 | ||||||||||||
| Equity income, net – related parties | 14,776 | 20,435 | ||||||||||||
| Operating expenses | ||||||||||||||
| Cost of product | 102,884 | 41,492 | ||||||||||||
| Operation and maintenance | 264,241 | 226,514 | ||||||||||||
| General and administrative | 75,150 | 66,786 | ||||||||||||
| Property and other taxes | 19,486 | 17,826 | ||||||||||||
| Depreciation and amortization | 200,426 | 170,460 | ||||||||||||
| Long-lived asset and other impairments | 608 | 3 | ||||||||||||
| Total operating expenses | 662,795 | 523,081 | ||||||||||||
| Gain (loss) on divestiture and other, net | (6,367) | (4,667) | ||||||||||||
| Operating income (loss) | 469,193 | 409,803 | ||||||||||||
| Interest expense | (113,390) | (97,293) | ||||||||||||
| Other income (expense), net | 6,730 | 7,477 | ||||||||||||
| Income (loss) before income taxes | 362,533 | 319,987 | ||||||||||||
| Income tax expense (benefit) | 3,501 | 3,435 | ||||||||||||
| Net income (loss) | 359,032 | 316,552 | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | 8,756 | 7,545 | ||||||||||||
Net income (loss) attributable to Western Midstream Partners, LP | $ | 350,276 | $ | 309,007 | ||||||||||
| Limited partners’ interest in net income (loss): | ||||||||||||||
Net income (loss) attributable to Western Midstream Partners, LP | $ | 350,276 | $ | 309,007 | ||||||||||
| General partner interest in net (income) loss | (7,886) | (7,170) | ||||||||||||
| Limited partners’ interest in net income (loss) | $ | 342,390 | $ | 301,837 | ||||||||||
| Net income (loss) per common unit – basic | $ | 0.86 | $ | 0.79 | ||||||||||
| Net income (loss) per common unit – diluted | $ | 0.85 | $ | 0.79 | ||||||||||
| Weighted-average common units outstanding – basic | 399,095 | 380,986 | ||||||||||||
| Weighted-average common units outstanding – diluted | 400,569 | 382,494 | ||||||||||||
5
Western Midstream Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| thousands except number of units | March 31, 2026 | December 31, 2025 | ||||||||||||
| Total current assets | $ | 1,539,407 | $ | 1,656,941 | ||||||||||
| Net property, plant, and equipment | 11,294,693 | 11,220,908 | ||||||||||||
| Other assets | 2,090,402 | 2,120,571 | ||||||||||||
| Total assets | $ | 14,924,502 | $ | 14,998,420 | ||||||||||
| Total current liabilities | $ | 1,407,157 | $ | 1,236,484 | ||||||||||
| Long-term debt | 8,194,171 | 8,195,170 | ||||||||||||
| Asset retirement obligations | 443,152 | 427,858 | ||||||||||||
| Other liabilities | 1,373,032 | 975,786 | ||||||||||||
| Total liabilities | 11,417,512 | 10,835,298 | ||||||||||||
| Equity and partners’ capital | ||||||||||||||
Common units (393,775,833 and 408,141,366 units issued and outstanding at March 31, 2026, and December 31, 2025, respectively) | 3,361,526 | 4,016,606 | ||||||||||||
General partner units (9,060,641 units issued and outstanding at March 31, 2026, and December 31, 2025) | 4,265 | 4,624 | ||||||||||||
| Noncontrolling interests | 141,199 | 141,892 | ||||||||||||
| Total liabilities, equity, and partners’ capital | $ | 14,924,502 | $ | 14,998,420 | ||||||||||
6
Western Midstream Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| thousands | 2026 | 2025 | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income (loss) | $ | 359,032 | $ | 316,552 | ||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in assets and liabilities: | ||||||||||||||
| Depreciation and amortization | 200,426 | 170,460 | ||||||||||||
| Long-lived asset and other impairments | 608 | 3 | ||||||||||||
| (Gain) loss on divestiture and other, net | 6,367 | 4,667 | ||||||||||||
| Change in other items, net | (96,530) | 39,111 | ||||||||||||
| Net cash provided by operating activities | $ | 469,903 | $ | 530,793 | ||||||||||
| Cash flows from investing activities | ||||||||||||||
| Capital expenditures | $ | (235,726) | $ | (142,402) | ||||||||||
| Contributions to equity investments - related parties | (1,768) | — | ||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | 9,889 | 11,007 | ||||||||||||
| Proceeds from the sale of assets to third parties | — | 19 | ||||||||||||
| (Increase) decrease in materials and supplies inventory and other | (7,272) | (9,414) | ||||||||||||
| Net cash used in investing activities | $ | (234,877) | $ | (140,790) | ||||||||||
| Cash flows from financing activities | ||||||||||||||
| Borrowings, net of debt issuance costs | $ | (132) | $ | — | ||||||||||
| Repayments of debt | — | (663,831) | ||||||||||||
| Increase (decrease) in outstanding checks | 13,461 | (113) | ||||||||||||
| Distributions to Partnership unitholders | (379,675) | (340,996) | ||||||||||||
| Distributions to Chipeta noncontrolling interest owner | (2,117) | — | ||||||||||||
| Distributions to noncontrolling interest owner of WES Operating | (7,332) | (6,949) | ||||||||||||
| Other | (31,227) | (20,131) | ||||||||||||
| Net cash used in financing activities | $ | (407,022) | $ | (1,032,020) | ||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (171,996) | $ | (642,017) | ||||||||||
| Cash and cash equivalents at beginning of period | 819,491 | 1,090,464 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 647,495 | $ | 448,447 | ||||||||||
7
Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
WES defines Adjusted Gross Margin attributable to Western Midstream Partners, LP (“Adjusted Gross Margin”) as total revenues and other (less reimbursements for electricity-related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owners’ proportionate share of revenues and cost of product.
WES defines Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) income tax benefit, (v) other income, (vi) other items impacting comparability with WES’s core operating performance, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses.
WES defines Distributable Cash Flow as Adjusted EBITDA, less total revenues and other recognized in Adjusted EBITDA in excess of (less than) customer billings; net cash paid for (i) interest expense (net of interest income recorded in other income (expense) and non-cash capitalized interest), (ii) maintenance capital expenditures, (iii) income taxes; and Distributable Cash Flow attributable to noncontrolling interests to the extent such amounts are not excluded from Adjusted EBITDA.
WES defines Free Cash Flow as net cash provided by operating activities less total capital expenditures and contributions to equity investments, plus distributions from equity investments in excess of cumulative earnings.
Adjusted Gross Margin, Adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted Gross Margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Distributable Cash Flow is net income (loss). The GAAP measure that is most directly comparable to Free Cash Flow is net cash provided by operating activities. Our non-GAAP financial measures (i) should not be considered as alternatives to the comparable GAAP measures or any other measure of financial performance presented in accordance with GAAP, (ii) have important limitations as analytical tools because they exclude some, but not all, items that affect the comparable GAAP measures, (iii) should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, and (iv) may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.
Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.
The following tables present reconciliations of the GAAP measures to our non-GAAP measures:
8
Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)
Adjusted Gross Margin
| Three Months Ended | ||||||||||||||
| thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Reconciliation of Gross margin to Adjusted Gross Margin | ||||||||||||||
| Total revenues and other | $ | 1,123,579 | $ | 1,031,481 | ||||||||||
| Less: | ||||||||||||||
| Cost of product | 102,884 | 71,618 | ||||||||||||
Depreciation and amortization | 200,426 | 197,882 | ||||||||||||
| Gross margin | 820,269 | 761,981 | ||||||||||||
| Add: | ||||||||||||||
| Distributions from equity investments | 25,652 | 27,147 | ||||||||||||
Depreciation and amortization | 200,426 | 197,882 | ||||||||||||
| Less: | ||||||||||||||
| Reimbursed electricity-related charges recorded as revenues | 33,488 | 31,488 | ||||||||||||
Adjusted Gross Margin attributable to noncontrolling interests (1) | 22,204 | 20,719 | ||||||||||||
| Adjusted Gross Margin | $ | 990,655 | $ | 934,803 | ||||||||||
| Gross margin | ||||||||||||||
Gross margin for natural-gas assets (2) | $ | 533,518 | $ | 506,811 | ||||||||||
Gross margin for crude-oil and NGLs assets (2) | 106,212 | 91,220 | ||||||||||||
Gross margin for produced-water assets (2) | 187,779 | 170,747 | ||||||||||||
| Adjusted Gross Margin | ||||||||||||||
Adjusted Gross Margin for natural-gas assets (3) | $ | 618,809 | $ | 599,775 | ||||||||||
Adjusted Gross Margin for crude-oil and NGLs assets (3) | 144,193 | 129,395 | ||||||||||||
Adjusted Gross Margin for produced-water assets (3) | 227,190 | 205,633 | ||||||||||||
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 1.9% limited partner interest in WES Operating owned by an Occidental subsidiary as of March 31, 2026, and December 31, 2025, which collectively represent WES’s noncontrolling interests.
(2)Excludes corporate-level depreciation and amortization.
(3)Excludes certain corporate-level items.
9
Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)
Adjusted EBITDA
| Three Months Ended | ||||||||||||||
| thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Reconciliation of Net income (loss) to Adjusted EBITDA | ||||||||||||||
| Net income (loss) | $ | 359,032 | $ | 196,269 | ||||||||||
| Add: | ||||||||||||||
| Distributions from equity investments | 25,652 | 27,147 | ||||||||||||
| Non-cash equity-based compensation expense | 10,854 | 21,386 | ||||||||||||
| Interest expense | 113,390 | 105,674 | ||||||||||||
| Income tax expense | 3,501 | 7,323 | ||||||||||||
| Depreciation and amortization | 200,426 | 197,882 | ||||||||||||
Long-lived asset and other impairments | 608 | 2,509 | ||||||||||||
| Other expense | — | 17 | ||||||||||||
| Less: | ||||||||||||||
| Gain (loss) on divestiture and other, net | (6,367) | (3,065) | ||||||||||||
| Equity income, net – related parties | 14,776 | 21,378 | ||||||||||||
| Other income | 6,734 | 3,706 | ||||||||||||
| Items impacting comparability | ||||||||||||||
| Acquisition-related expenses and other, net | (119) | (113,188) | ||||||||||||
Adjusted EBITDA attributable to noncontrolling interests (1) | 15,302 | 13,794 | ||||||||||||
| Adjusted EBITDA | $ | 683,137 | $ | 635,582 | ||||||||||
| Reconciliation of Net cash provided by operating activities to Adjusted EBITDA | ||||||||||||||
| Net cash provided by operating activities | $ | 469,903 | $ | 557,645 | ||||||||||
| Interest (income) expense, net | 113,390 | 105,674 | ||||||||||||
| Accretion and amortization of long-term obligations, net | (882) | (815) | ||||||||||||
| Current income tax expense (benefit) | 2,880 | 5,615 | ||||||||||||
| Other (income) expense, net | (6,730) | (3,706) | ||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | 9,889 | 5,391 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable, net | 50,226 | (16,853) | ||||||||||||
| Accounts and imbalance payables and accrued liabilities, net | 28,316 | (52,513) | ||||||||||||
| Other items, net | 31,328 | (64,250) | ||||||||||||
| Acquisition-related expenses | 119 | 113,188 | ||||||||||||
Adjusted EBITDA attributable to noncontrolling interests (1) | (15,302) | (13,794) | ||||||||||||
| Adjusted EBITDA | $ | 683,137 | $ | 635,582 | ||||||||||
| Cash flow information | ||||||||||||||
| Net cash provided by operating activities | $ | 469,903 | $ | 557,645 | ||||||||||
| Net cash used in investing activities | (234,877) | (608,914) | ||||||||||||
Net cash provided by (used in) financing activities | (407,022) | 693,472 | ||||||||||||
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 1.9% limited partner interest in WES Operating owned by an Occidental subsidiary as of March 31, 2026, and December 31, 2025, which collectively represent WES’s noncontrolling interests.
10
Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)
Distributable Cash Flow
| Three Months Ended | ||||||||||||||
| thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Reconciliation of Net income (loss) to Distributable Cash Flow | ||||||||||||||
| Net income (loss) | $ | 359,032 | $ | 196,269 | ||||||||||
| Add: | ||||||||||||||
| Distributions from equity investments | 25,652 | 27,147 | ||||||||||||
| Non-cash equity-based compensation expense | 10,854 | 21,386 | ||||||||||||
| Income tax expense | 3,501 | 7,323 | ||||||||||||
| Depreciation and amortization | 200,426 | 197,882 | ||||||||||||
| Long-lived asset and other impairments | 608 | 2,509 | ||||||||||||
| Other expense | — | 17 | ||||||||||||
| Less: | ||||||||||||||
| Recognized service revenues - fee based (less than) in excess of customer billings | 35,508 | (31,627) | ||||||||||||
| Gain (loss) on divestiture and other, net | (6,367) | (3,065) | ||||||||||||
| Equity income, net – related parties | 14,776 | 21,378 | ||||||||||||
| Items impacting comparability | (119) | (113,188) | ||||||||||||
| Cash paid for maintenance capital expenditures | 27,704 | 36,276 | ||||||||||||
Capitalized interest | 4,306 | 3,518 | ||||||||||||
| Cash paid for (reimbursement of) income taxes | 3,449 | 806 | ||||||||||||
Other income (net of interest income) | (86) | 87 | ||||||||||||
Distributable cash flow attributable to noncontrolling interests (1) | 11,978 | 11,715 | ||||||||||||
| Distributable cash flow | $ | 508,924 | $ | 526,633 | ||||||||||
| Reconciliation of Adjusted EBITDA to Distributable Cash Flow | ||||||||||||||
| Adjusted EBITDA | $ | 683,137 | $ | 635,582 | ||||||||||
| Less: | ||||||||||||||
| Recognized service revenues - fee based (less than) in excess of customer billings | 35,508 | (31,627) | ||||||||||||
Capitalized interest | 4,306 | 3,518 | ||||||||||||
| Cash paid for maintenance capital expenditures | 27,704 | 36,276 | ||||||||||||
| Cash paid for (reimbursement of) income taxes | 3,449 | 806 | ||||||||||||
| Interest expense (net of interest income) | 106,570 | 102,055 | ||||||||||||
Distributable cash flow attributable to noncontrolling interests (1) | (3,324) | (2,079) | ||||||||||||
| Distributable cash flow | $ | 508,924 | $ | 526,633 | ||||||||||
Weighted-average common units outstanding | 399,095 | 400,491 | ||||||||||||
Weighted-average general partner units | 9,061 | 9,061 | ||||||||||||
(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 1.9% limited partner interest in WES Operating owned by an Occidental subsidiary as of March 31, 2026, and December 31, 2025, which collectively represent WES’s noncontrolling interests.
11
Western Midstream Partners, LP
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(Unaudited)
Free Cash Flow
| Three Months Ended | ||||||||||||||
| thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Reconciliation of Net cash provided by operating activities to Free Cash Flow | ||||||||||||||
| Net cash provided by operating activities | $ | 469,903 | $ | 557,645 | ||||||||||
| Less: | ||||||||||||||
| Capital expenditures | 235,726 | 222,208 | ||||||||||||
| Contributions to equity investments – related parties | 1,768 | — | ||||||||||||
| Add: | ||||||||||||||
| Distributions from equity investments in excess of cumulative earnings – related parties | 9,889 | 5,391 | ||||||||||||
| Free Cash Flow | $ | 242,298 | $ | 340,828 | ||||||||||
| Cash flow information | ||||||||||||||
| Net cash provided by operating activities | $ | 469,903 | $ | 557,645 | ||||||||||
| Net cash used in investing activities | (234,877) | (608,914) | ||||||||||||
| Net cash provided by (used in) financing activities | (407,022) | 693,472 | ||||||||||||
12
Western Midstream Partners, LP
OPERATING STATISTICS
(Unaudited)
| Three Months Ended | ||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | Inc/ (Dec) | ||||||||||||||||||
| Throughput for natural-gas assets (MMcf/d) | ||||||||||||||||||||
| Gathering, treating, and transportation | 430 | 381 | 13 | % | ||||||||||||||||
| Processing | 4,499 | 4,437 | 1 | % | ||||||||||||||||
Equity investments (1) | 464 | 525 | (12) | % | ||||||||||||||||
| Total throughput | 5,393 | 5,343 | 1 | % | ||||||||||||||||
Throughput attributable to noncontrolling interests (2) | 184 | 181 | 2 | % | ||||||||||||||||
| Total throughput attributable to WES for natural-gas assets | 5,209 | 5,162 | 1 | % | ||||||||||||||||
| Throughput for crude-oil and NGLs assets (MBbls/d) | ||||||||||||||||||||
| Gathering, treating, and transportation | 429 | 419 | 2 | % | ||||||||||||||||
Equity investments (1) | 102 | 99 | 3 | % | ||||||||||||||||
| Total throughput | 531 | 518 | 3 | % | ||||||||||||||||
Throughput attributable to noncontrolling interests (2) | 10 | 10 | — | % | ||||||||||||||||
| Total throughput attributable to WES for crude-oil and NGLs assets | 521 | 508 | 3 | % | ||||||||||||||||
| Throughput for produced-water assets (MBbls/d) | ||||||||||||||||||||
| Gathering and disposal | 2,848 | 2,744 | 4 | % | ||||||||||||||||
Throughput attributable to noncontrolling interests (2) | 53 | 51 | 4 | % | ||||||||||||||||
| Total throughput attributable to WES for produced-water assets | 2,795 | 2,693 | 4 | % | ||||||||||||||||
Per-Mcf Gross margin for natural-gas assets (3) | $ | 1.10 | $ | 1.03 | 7 | % | ||||||||||||||
Per-Bbl Gross margin for crude-oil and NGLs assets (3) | 2.22 | 1.91 | 16 | % | ||||||||||||||||
Per-Bbl Gross margin for produced-water assets (3) | 0.73 | 0.68 | 7 | % | ||||||||||||||||
Per-Mcf Adjusted Gross Margin for natural-gas assets (4) | $ | 1.32 | $ | 1.26 | 5 | % | ||||||||||||||
Per-Bbl Adjusted Gross Margin for crude-oil and NGLs assets (4) | 3.07 | 2.77 | 11 | % | ||||||||||||||||
Per-Bbl Adjusted Gross Margin for produced-water assets (4) | 0.90 | 0.83 | 8 | % | ||||||||||||||||
(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.
(2)Includes (i) the 1.9% limited partner interest in WES Operating owned by an Occidental subsidiary as of March 31, 2026, and December 31, 2025, and (ii) for natural-gas assets, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.
(3)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
(4)Average for period. Calculated as Adjusted Gross Margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.
13
Western Midstream Partners, LP
OPERATING STATISTICS (CONTINUED)
(Unaudited)
| Three Months Ended | ||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | Inc/ (Dec) | ||||||||||||||||||
| Throughput for natural-gas assets (MMcf/d) | ||||||||||||||||||||
| Operated | ||||||||||||||||||||
| Delaware Basin | 2,035 | 1,974 | 3 | % | ||||||||||||||||
| DJ Basin | 1,520 | 1,530 | (1) | % | ||||||||||||||||
| Powder River Basin | 396 | 383 | 3 | % | ||||||||||||||||
| Other | 932 | 931 | — | % | ||||||||||||||||
| Total operated throughput for natural-gas assets | 4,883 | 4,818 | 1 | % | ||||||||||||||||
| Non-operated | ||||||||||||||||||||
| Equity investments | 464 | 525 | (12) | % | ||||||||||||||||
| Other | 46 | — | — | % | ||||||||||||||||
| Total non-operated throughput for natural-gas assets | 510 | 525 | (3) | % | ||||||||||||||||
| Total throughput for natural-gas assets | 5,393 | 5,343 | 1 | % | ||||||||||||||||
| Throughput for crude-oil and NGLs assets (MBbls/d) | ||||||||||||||||||||
| Operated | ||||||||||||||||||||
| Delaware Basin | 272 | 261 | 4 | % | ||||||||||||||||
| DJ Basin | 97 | 95 | 2 | % | ||||||||||||||||
| Powder River Basin | 25 | 26 | (4) | % | ||||||||||||||||
| Other | 35 | 37 | (5) | % | ||||||||||||||||
| Total operated throughput for crude-oil and NGLs assets | 429 | 419 | 2 | % | ||||||||||||||||
| Non-operated | ||||||||||||||||||||
| Equity investments | 102 | 99 | 3 | % | ||||||||||||||||
| Total non-operated throughput for crude-oil and NGLs assets | 102 | 99 | 3 | % | ||||||||||||||||
| Total throughput for crude-oil and NGLs assets | 531 | 518 | 3 | % | ||||||||||||||||
| Throughput for produced-water assets (MBbls/d) | ||||||||||||||||||||
| Operated | ||||||||||||||||||||
| Delaware Basin | 2,848 | 2,744 | 4 | % | ||||||||||||||||
| Total operated throughput for produced-water assets | 2,848 | 2,744 | 4 | % | ||||||||||||||||
14
EXHIBIT 99.2
 | ||
Western Midstream Announces Acquisition of Brazos Delaware
•Expands WES's natural-gas and crude-oil and NGLs gathering and processing footprint across the core of the Delaware Basin.
•Adds approximately 470,000 dedicated acres and 460 MMcf/d of natural-gas processing capacity, increasing WES’s total Delaware Basin dedicated acres by approximately 49-percent to more than 1.4 million acres and natural-gas processing capacity by approximately 20-percent to approximately 2.750 Bcf/d.
•Diversifies WES’s customer base through long-term, fixed-fee contracts anchored by high-quality, investment grade counterparties with a portfolio-wide weighted average remaining contract life of over nine years.
•Purchase price of $1.6 billion represents an ~8.0x multiple on 2027 estimated EBITDA(1), declining to ~7.5x with the commercialization of available processing capacity and identified synergies.
•Expected to be immediately accretive to estimated 2026 Distributable Cash Flow per unit.
•Transaction consideration consists of 50-percent cash and 50-percent equity, enabling WES to maintain pro forma net leverage of approximately 3.0x throughout 2026.
HOUSTON—(PR NEWSWIRE)—May 6, 2026 – Western Midstream Partners, LP (“WES” or the “Partnership”) (NYSE: WES) today announced that it has entered into a definitive agreement pursuant to which WES will acquire all of the outstanding equity interests of Brazos Delaware II, LLC (“Brazos”), in a transaction valued at approximately $1.6 billion. Under the terms of the agreement, WES will pay approximately $800 million in cash and issue approximately $800 million in WES common units at closing. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close late in the second quarter of 2026.
Brazos is one of the largest privately held gathering and processing platforms in the Texas Delaware Basin, with natural-gas and crude-oil assets spanning Reeves, Ward, Pecos, Winkler, Culberson, and Loving counties. Brazos’s assets include approximately 900 miles of pipeline, 460 MMcf/d of nameplate natural-gas processing capacity at the Comanche processing complex, and approximately 470,000 dedicated acres under long-term, fixed-fee contracts with a weighted average
remaining contract life of more than nine years. The Brazos business, which processed an average of 336 MMcf/d of natural gas and 25 MBbls/d of crude oil in full-year 2025, is supported by a diversified portfolio of investment grade and private-equity backed Permian Basin focused producers. Nearly all drilling locations on acreage dedicated to Brazos are within two miles of the low-pressure infrastructure, limiting future growth capital needs and increasing Free Cash Flow generation.
CEO COMMENTARY
“We are very pleased to announce the acquisition of Brazos – a highly complementary and strategically compelling bolt-on addition to our existing Delaware Basin platform,” commented Oscar K. Brown, President and Chief Executive Officer of WES. “The Brazos acquisition is in line with WES’s M&A philosophy of making accretive, strategic acquisitions that enhance the value of WES’s existing asset base, provide a diverse set of high-quality customers, and generate strong Free Cash Flow, all while protecting our investment grade credit ratings. More than 60-percent of WES’s 2026 Adjusted EBITDA is expected to be generated from the Delaware Basin, and that proportion will only grow as the Brazos transaction is closed and integrated, and our organic growth projects, including the Pathfinder Pipeline and North Loving II, come online in the first and second quarters of 2027, respectively.”
“Now that the Aris integration is complete, the combination of the Brazos and WES systems creates an even more integrated Delaware Basin network that is better positioned to compete for new business, provide enhanced flow assurance for our customers, and deliver incremental operational efficiencies across a broader footprint. With approximately 3,500 identified drilling locations at $65 per barrel, WES has line of sight to decades of new throughput. The addition of the Comanche processing complex also further strengthens our position as one of the largest natural-gas processors in the basin and provides meaningful capacity to support anticipated throughput growth from the Woodford and other high-return formations on the dedicated acreage.”
“The Brazos acquisition is consistent with our disciplined approach to capital deployment, and our strong balance sheet and significant liquidity position has enabled us to take advantage of strategic M&A opportunities when they arise. Additionally, Brazos’s strong Free Cash Flow conversion will support our goal of increasing distribution coverage while still delivering mid-to-low single digits annual distribution growth and maintaining our peer-leading leverage ratio,” Mr. Brown concluded.
TERMS OF ACQUISITION
Under the terms of the agreement, WES will pay approximately $800 million in cash and issue approximately $800 million in WES common units at closing. WES expects to maintain pro forma net
2
leverage of approximately 3.0x throughout 2026. For additional details on WES's acquisition of Brazos, please refer to the slide presentation available under the “Events and Presentations” tab at www.westernmidstream.com.
ADVISORS
Greenhill, a Mizuho affiliate, served as financial advisor and Troutman Pepper Locke LLP served as legal advisor to WES. Jefferies LLC served as financial advisor and Vinson & Elkins LLP served as legal advisor to Brazos.
ABOUT BRAZOS MIDSTREAM
Headquartered in Fort Worth, Texas, the Brazos Midstream entities (“Brazos Midstream”) collectively represent the largest privately held midstream platform in the Permian Basin. On a combined basis, including both Brazos and Brazos Midland, Brazos Midstream’s critical hydrocarbon infrastructure totals approximately 1,200 miles of natural-gas, natural-gas liquids and crude-oil gathering pipelines spanning the most prolific producing counties in the Midland and Delaware Basins; approximately 1.0 Bcf/d of total Permian-based processing capacity with expansion projects underway to expand to approximately 1.3 Bcf/d by year-end 2026; and 75,000 barrels of crude oil storage.
ABOUT WESTERN MIDSTREAM
Western Midstream Partners, LP (“WES”) is a master limited partnership formed to develop, acquire, own, and operate midstream assets. With midstream assets located in Texas, New Mexico, Colorado, Utah, and Wyoming, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids, and crude oil; and gathering, transporting, recycling, treating, and disposing of produced water for its customers. In its capacity as a natural-gas processor, WES also buys and sells residue, natural-gas liquids, and condensate on behalf of itself and its customers under certain gas processing contracts. A substantial majority of WES’s cash flows are protected from direct exposure to commodity-price volatility through fee-based contracts.
For more information about WES, please visit www.westernmidstream.com.
______________________________________________________________
(1) This is a non-GAAP financial measure. Forecasted EBITDA is based on WES's projections for the business to be acquired. Forecasted EBITDA is not presented as an alternative to the nearest GAAP financial measure, net income, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. We are unable to present the most directly comparable GAAP measure or a reconciliation of forecasted EBITDA to net income because certain elements of net income, including interest, depreciation and taxes, are not available without unreasonable effort.
3
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. WES’s management believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove correct. A number of factors could cause actual results to differ materially from the projections, anticipated results, or other expectations expressed in this news release. These factors include our ability to close and realize the expected benefits from the Brazos acquisition; meet financial guidance or distribution expectations; our ability to safely and efficiently operate WES’s assets and integrate the Brazos assets into our portfolio; the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; our ability to meet projected in-service dates for capital-growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” section of WES’s most-recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases. WES undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.
# # #
Source: Western Midstream Partners, LP
WESTERN MIDSTREAM CONTACTS
Daniel Jenkins
Director, Investor Relations
Investors@westernmidstream.com
866.512.3523
Rhianna Disch
Manager, Investor Relations
Investors@westernmidstream.com
866.512.3523
4
FAQ
How did Western Midstream Partners (WES) perform in Q1 2026?
Western Midstream Partners reported strong first-quarter 2026 results, with net income attributable to limited partners of $342.4 million and diluted earnings of $0.85 per common unit. Adjusted EBITDA reached a record $683.1 million, up about 15% from the prior-year period and 7% sequentially.
What is Western Midstream’s 2026 financial guidance after this quarter?
Management continues to target 2026 Adjusted EBITDA of $2.50–$2.70 billion and Distributable Cash Flow of $1.85–$2.05 billion. Based on current crude-oil and NGL pricing, they now expect to finish toward the high end of both ranges, excluding any impact from the Brazos acquisition.
What distribution did Western Midstream (WES) declare for Q1 2026?
The partnership declared a first-quarter 2026 cash distribution of $0.930 per unit, payable on May 15, 2026. This represents a 2.2% increase over the prior quarter’s distribution and equates to $3.72 per unit on an annualized basis, in line with prior commentary.
What are the key terms of Western Midstream’s Brazos Delaware II acquisition?
Western Midstream agreed to acquire Brazos Delaware II, LLC for about $1.6 billion, consisting of roughly $800 million in cash and $800 million in WES common units. The deal is subject to customary approvals and is expected to close late in the second quarter of 2026.
How will the Brazos acquisition affect Western Midstream’s Delaware Basin footprint?
The Brazos deal adds about 470,000 dedicated acres and 460 MMcf/d of natural-gas processing capacity. It increases WES’s Delaware Basin dedicated acreage by roughly 49% to more than 1.4 million acres and boosts basin processing capacity about 20% to approximately 2.750 Bcf/d.
Is the Brazos acquisition expected to be accretive for Western Midstream unitholders?
Yes. Western Midstream expects the Brazos Delaware II acquisition to be immediately accretive to estimated 2026 Distributable Cash Flow per unit. The transaction is projected to contribute approximately $100 million of incremental Adjusted EBITDA in 2026, assuming closing by the end of the second quarter.
What is Western Midstream’s leverage and capital spending outlook for 2026?
The partnership expects to maintain pro forma net leverage around 3.0x in 2026, even after the Brazos deal. Total 2026 capital expenditures are still forecast to range between $850 million and $1.0 billion, funding both growth projects and maintenance needs across its midstream network.