STOCK TITAN

Western Midstream CEO acquires 52,659 units in exercise

At vesting, each phantom unit entitles its holder to a common unit or, at the general partner board’s discretion, cash equal to the Fair Market Value of a Common Unit.

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Form Type
4

Rhea-AI Filing Summary

Western Midstream Partners, LP President & CEO Oscar K. Brown exercised 52,659 2024 Phantom Units on October 28, 2026, acquiring 52,659 common units representing limited partner interests. On the same date, 23,039 common units were delivered or withheld for payment of exercise price or tax liability; the reported price was $45.03 per unit. The phantom units vest ratably over three years on October 28 each year and pay distribution equivalent rights in cash on a current basis. No Rule 10b5-1 plan is reported.

Insider Brown Oscar K
Role President & CEO
Type Security Shares Price Value
Exercise 2024 Phantom Units F1, F2 52,659 $0.00 $0.00
Exercise Common Units representing limited partner interests 52,659 $0.00 $0.00
Exercise Price or Tax Liability Common Units representing limited partner interests 23,039 $45.03 $1.04M
Holding 2025 Phantom Units F1, F3 -- -- --
Holding 2026 Phantom Units F1, F3 -- -- --
Holding 2025 Performance Unit-ROA F4 -- -- --
Holding 2025 Performance Unit-TUR F4 -- -- --
Holding 2026 Performance Unit - ROA F5 -- -- --
Holding 2026 Performance Unit - TUR F5 -- -- --
Holdings After Transaction: 2024 Phantom Units — 52,659 contracts (Direct); Common Units representing limited partner interests — 115,060 shares (Direct); 2025 Phantom Units — 48,041 contracts (Direct); 2026 Phantom Units — 94,451 contracts (Direct); 2025 Performance Unit-ROA — 36,032 contracts (Direct); 2025 Performance Unit-TUR — 36,032 contracts (Direct); 2026 Performance Unit - ROA — 47,226 contracts (Direct); 2026 Performance Unit - TUR — 47,226 contracts (Direct)
Footnotes (5)
  1. F1. Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, will entitle the holder to receive a common unit or, at the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market Value of a Common Unit.
  2. F2. These Phantom Units vest ratably over a three-year period on October 28th each year, and will pay distribution equivalent rights in cash on a current basis.
  3. F3. These Phantom Units vest ratably over a three-year period on February 12th of each year, and will pay distribution equivalent rights in cash on a current basis.
  4. F4. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit based upon the achievement of pre-established performance metrics over a 3-year performance period.
  5. F5. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit (or the cash equivalent) based upon the achievement of pre-established performance metrics over a 3-year performance period.
2024 Phantom Units exercised 52,659 units October 28, 2026
Common units acquired 52,659 common units October 28, 2026
Common units delivered or withheld 23,039 common units For payment of exercise price or tax liability on October 28, 2026
Reported price per unit $45.03 per unit For the 23,039 common units delivered or withheld
Underlying common units for 2025 Phantom Units 48,041 underlying common units Direct derivative position; expiration February 12, 2028
Underlying common units for 2026 Phantom Units 94,451 underlying common units Direct derivative position; expiration February 12, 2029
Underlying shares for 2025 Performance Unit-ROA and Performance Unit-TUR 36,032 underlying shares each Direct derivative positions; expiration February 12, 2028
Underlying shares for 2026 Performance Unit-ROA and Performance Unit-TUR 47,226 underlying shares each Direct derivative positions; expiration February 12, 2029
Phantom Units financial
"Each Phantom Unit is the economic equivalent of one WES Common Unit"
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
distribution equivalent rights financial
"will pay distribution equivalent rights in cash on a current basis"
performance-based unit financial
"Each performance-based unit represents the right to receive"
Fair Market Value financial
"cash equal to the Fair Market Value of a Common Unit"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WES units did Oscar K. Brown acquire in the reported exercise?

On October 28, 2026, Oscar K. Brown exercised 52,659 2024 Phantom Units and acquired 52,659 common units representing limited partner interests. On that date, 23,039 common units were delivered or withheld for payment of exercise price or tax liability at a reported $45.03 per unit. No Rule 10b5-1 plan is reported.

What are the vesting terms for Oscar K. Brown’s WES Phantom Units?

The 2024 Phantom Units vest ratably over a three-year period on October 28 each year and pay distribution equivalent rights in cash on a current basis. Upon vesting, each unit entitles the holder to a common unit or, at the Board of Directors of the General Partner’s discretion, cash equal to the Fair Market Value of a Common Unit.

What other WES derivative positions did Oscar K. Brown report?

Other reported positions included 48,041 underlying common units for 2025 Phantom Units expiring February 12, 2028, and 94,451 for 2026 Phantom Units expiring February 12, 2029. The 2025 ROA and TUR performance-unit positions each showed 36,032 underlying shares and expire February 12, 2028; the corresponding 2026 positions each showed 47,226 and expire February 12, 2029. Each performance-based unit may yield 0% to 200% of one common unit following vesting, based on performance metrics.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brown Oscar K

(Last)(First)(Middle)
9950 WOODLOCH FOREST DR.

(Street)
THE WOODLANDS TEXAS 77380

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [ WES ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Units representing limited partner interests10/28/2026M52,659A$0138,099D
Common Units representing limited partner interests10/28/2026F23,039D$45.03115,060D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2024 Phantom Units(1)10/28/2026M52,659 (2)10/28/2027Common Units representing limited partner interests52,659$052,659D
2025 Phantom Units(1) (3)02/12/2028Common Units representing limited partner interests48,04148,041D
2026 Phantom Units(1) (3)02/12/2029Common Units representing limited partner interests94,45194,451D
2025 Performance Unit-ROA(4)02/12/202802/12/2028Common Units representing limited partner interests36,03236,032D
2025 Performance Unit-TUR(4)02/12/202802/12/2028Common Units representing limited partner interests36,03236,032D
2026 Performance Unit - ROA(5)02/12/202902/12/2029Common Units representing limited partner interests47,22647,226D
2026 Performance Unit - TUR(5)02/12/202902/12/2029Common Units representing limited partner interests47,22647,226D
Explanation of Responses:
1. Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, will entitle the holder to receive a common unit or, at the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market Value of a Common Unit.
2. These Phantom Units vest ratably over a three-year period on October 28th each year, and will pay distribution equivalent rights in cash on a current basis.
3. These Phantom Units vest ratably over a three-year period on February 12th of each year, and will pay distribution equivalent rights in cash on a current basis.
4. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit based upon the achievement of pre-established performance metrics over a 3-year performance period.
5. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit (or the cash equivalent) based upon the achievement of pre-established performance metrics over a 3-year performance period.
Remarks:
/s/ Philip C. Neisel, as attorney-in-fact10/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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