Western Midstream (WES) CEO receives 2026 phantom and performance units

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Western Midstream Partners’ President and CEO Oscar K. Brown reported multiple equity compensation transactions. On 02/12/2026, he exercised 24,022 2025 Phantom Units into an equal number of common units at $0 per unit and had 10,510 common units withheld at $42.35 per unit to cover tax obligations, leaving 85,440 common units held directly.

Brown also received new long-term incentives: 94,451 2026 Phantom Units and 47,226 each of 2026 Performance Unit - TUR and 2026 Performance Unit - ROA, all at $0 exercise or grant price. Each Phantom Unit is economically equivalent to one common unit and vests ratably over three years, while performance units can settle in 0–200% of one common unit (or cash equivalent) based on three-year performance metrics.

Insider Trade Summary

24,022 shares exercised/converted

Mixed 9 txns

Insider Brown Oscar K

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	2025 Phantom Units	24,022	$0.00	--
Grant/Award	2026 Phantom Units	94,451	$0.00	--
Grant/Award	2026 Performance Unit - TUR	47,226	$0.00	--
Grant/Award	2026 Performance Unit - ROA	47,226	$0.00	--
Exercise	Common Units representing limited partner interests	24,022	$0.00	--
Tax Withholding	Common Units representing limited partner interests	10,510	$42.35	$445K
holding	2024 Phantom Units	--	--	--
holding	2025 Performance Unit-TUR	--	--	--
holding	2025 Performance Unit-ROA	--	--	--

Holdings After Transaction: 2025 Phantom Units — 48,041 shares (Direct); 2026 Phantom Units — 94,451 shares (Direct); 2026 Performance Unit - TUR — 47,226 shares (Direct); 2026 Performance Unit - ROA — 47,226 shares (Direct); Common Units representing limited partner interests — 95,950 shares (Direct); 2024 Phantom Units — 105,318 shares (Direct); 2025 Performance Unit-TUR — 36,032 shares (Direct); 2025 Performance Unit-ROA — 36,032 shares (Direct)

Footnotes (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. 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. 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. 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. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit (or cash equivalent) based upon the achievement of pre-established performance metrics over a 3-year performance period.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 05:27 PM

SEC Form 4

FORM 4

UNITED 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

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [ WES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests	02/12/2026		M		24,022	A	$0	95,950	D
Common Units representing limited partner interests	02/12/2026		F		10,510	D	$42.35	85,440	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2024 Phantom Units	⁽¹⁾							⁽²⁾	10/28/2027	Common Units representing limited partner interests	105,318		105,318	D
2025 Phantom Units	⁽¹⁾	02/12/2026		M			24,022	⁽³⁾	02/12/2028	Common Units representing limited partner interests	24,022	$0	48,041	D
2025 Performance Unit-TUR	⁽⁴⁾							02/12/2028	02/12/2028	Common Units representing limited partner interests	36,032		36,032	D
2025 Performance Unit-ROA	⁽⁴⁾							02/12/2028	02/12/2028	Common Units representing limited partner interests	36,032		36,032	D
2026 Phantom Units	⁽¹⁾	02/12/2026		A		94,451		⁽³⁾	02/12/2029	Common Units representing limited partner interests	94,451	$0	94,451	D
2026 Performance Unit - TUR	⁽⁵⁾	02/12/2026		A		47,226		02/12/2029	02/12/2029	Common Units representing limited partner interests	47,226	$0	47,226	D
2026 Performance Unit - ROA	⁽⁵⁾	02/12/2026		A		47,226		02/12/2029	02/12/2029	Common Units representing limited partner interests	47,226	$0	47,226	D

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 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-fact	02/13/2026
	** Signature of Reporting Person	Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Western Midstream (WES) CEO Oscar K. Brown report?

Oscar K. Brown reported exercising 24,022 2025 Phantom Units into common units and a tax-withholding disposition of 10,510 common units at $42.35. He also received new 2026 Phantom Units and 2026 performance units as part of his long-term equity compensation.

How many Western Midstream (WES) common units does the CEO hold after these Form 4 transactions?

After the reported transactions, Oscar K. Brown directly holds 85,440 Western Midstream common units. This reflects the exercise of 24,022 phantom units into common units and the withholding of 10,510 common units to cover tax obligations related to the equity award activity.

What 2026 Phantom Units did the Western Midstream (WES) CEO receive?

Oscar K. Brown received 94,451 2026 Phantom Units at a $0 grant price. Each Phantom Unit is economically equivalent to one Western Midstream common unit and vests ratably over three years, also paying cash distribution equivalents while unvested, according to the filing’s footnotes.

What are the 2026 Performance Unit - TUR and ROA awards at Western Midstream (WES)?

The CEO received 47,226 2026 Performance Unit - TUR and 47,226 2026 Performance Unit - ROA, both at $0 grant price. Each performance-based unit may deliver between 0% and 200% of one common unit (or cash equivalent) after a three-year performance period, depending on preset metrics.

How do Western Midstream (WES) Phantom Units work for the CEO’s compensation?

Each Phantom Unit is economically equivalent to one Western Midstream common unit. Upon vesting, it can settle in a common unit or cash equal to fair market value and typically vests ratably over three years while paying cash distribution equivalents during the vesting period.

Was the CEO’s disposition of Western Midstream (WES) units an open-market sale?

The Form 4 shows a disposition of 10,510 common units under transaction code F, which indicates shares were withheld to satisfy tax obligations. This is a tax-withholding disposition, not an open-market sale, and is tied to his equity award exercise activity.