Western Midstream (WES) SVP exercises awards and sells common units

Rhea-AI Filing Summary

Western Midstream Partners senior vice president, general counsel and secretary Christopher B. Dial reported multiple equity transactions in common units and incentive awards. On February 12, 2026, he acquired common units through exercises of phantom and performance units, then sold 5,879 common units in an open-market transaction at $42.35 per unit.

Several additional common units were disposed of at $42.35 per unit to satisfy tax-withholding obligations tied to these equity awards. Dial also received new grants of derivative awards, including 32,468 2026 phantom units and 16,234 each of 2026 TUR and ROA performance units, which may settle in common units or cash upon future vesting and performance outcomes.

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

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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^*

Dial Christopher B.

(Last) (First) (Middle)

9950 WOODLOCH FOREST DR.

(Street)

THE WOODLANDS TX 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GC and Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	02/12/2026		M		10,819	A	$0	180,208	D
Common Units representing limited partner interests	02/12/2026		F		4,258	D	$42.35	175,950	D
Common Units representing limited partner interests	02/12/2026		M		14,940	A	$0	190,890	D
Common Units representing limited partner interests	02/12/2026		S		5,879	D	$42.35	185,011	D
Common Units representing limited partner interests	02/12/2026		M		10,009	A	$0	195,020	D
Common Units representing limited partner interests	02/12/2026		F		3,939	D	$42.35	191,081	D
Common Units representing limited partner interests	02/12/2026		M		25,316	A	$0	216,397	D
Common Units representing limited partner interests	02/12/2026		F		9,962	D	$42.35	206,435	D
Common Units representing limited partner interests	02/12/2026		M		30,704	A	$0	237,139	D
Common Units representing limited partner interests	02/12/2026		F		12,124	D	$42.35	225,015	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2023 Phantom Units	(1)	02/12/2026		M			10,819	(2)	02/12/2026	Common Units representing limited partner interests	10,819	$0	0	D
2023 Performance Unit - TUR	(3)	02/12/2026		M			25,316	02/12/2026	02/12/2026	Common Units representing limited partner interests	25,316	$0	0	D
2023 Performance Unit - ROA	(3)	02/12/2026		M			30,704	02/12/2026	02/12/2026	Common Units representing limited partner interests	30,704	$0	0	D
2024 Phantom Units	(1)	02/12/2026		M			14,940	(2)	02/12/2027	Common Units representing limited partner interests	14,940	$0	14,939	D
2024 Performance Unit - TUR	(3)							02/12/2027	02/12/2027	Common Units representing limited partner interests	22,409		22,409	D
2024 Performance Unit - ROA	(3)							02/12/2027	02/12/2027	Common Units representing limited partner interests	22,409		22,409	D
2025 Phantom Units	(1)	02/12/2026		M			10,009	(2)	02/12/2028	Common Units representing limited partner interests	10,009	$0	20,017	D
2025 Performance Unit-TUR	(3)							02/12/2028	02/12/2028	Common Units representing limited partner interests	15,013		15,013	D
2025 Performance Unit-ROA	(3)							02/12/2028	02/12/2028	Common Units representing limited partner interests	15,013		15,013	D
2026 Phantom Units	(1)	02/12/2026		A		32,468		(2)	02/12/2029	Common Units representing limited partner interests	32,468	$0	32,468	D
2026 Performance Unit - TUR	(4)	02/12/2026		A		16,234		02/12/2029	02/12/2029	Common Units representing limited partner interests	16,234	$0	16,234	D
2026 Performance Unit - ROA	(4)	02/12/2026		A		16,234		02/12/2029	02/12/2029	Common Units representing limited partner interests	16,234	$0	16,234	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 February 12th of each year, and will pay distribution equivalent rights in cash on a current basis.

3. 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.

4. 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.
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FAQ

What insider activity did Western Midstream (WES) report for Christopher B. Dial?

Christopher B. Dial, SVP, GC and Secretary, reported multiple equity transactions. He exercised phantom and performance units into common units, received new 2026 incentive grants, sold 5,879 common units, and disposed of additional units to cover tax-withholding obligations, all dated February 12, 2026.

How many Western Midstream (WES) units did the SVP sell in the open market?

He sold 5,879 Western Midstream common units in an open-market transaction. The reported sale price was $42.35 per unit. This sale occurred alongside various equity award exercises and tax-related dispositions on February 12, 2026, as part of his compensation-related activity.

What new equity awards did Western Midstream (WES) grant to Christopher B. Dial?

He received 32,468 2026 phantom units and 16,234 each of 2026 TUR and ROA performance units. These awards have a zero exercise price and are structured to vest over time, potentially settling in common units or cash based on future performance conditions.

How do Western Midstream (WES) phantom units work for the reporting insider?

Each phantom unit is economically equivalent to one WES common unit. Upon vesting, the holder may receive a common unit or cash equal to its fair market value. Phantom units also pay cash distribution equivalents during the vesting period, aligning compensation with unitholder returns.

What are Western Midstream (WES) performance units based on TUR and ROA?

Each performance unit can deliver between 0% and 200% of one WES common unit, or cash equivalent for certain grants. The actual payout depends on pre-established performance metrics tied to TUR or ROA over a three-year performance period, creating an incentive for multi-year results.

Were Western Midstream (WES) units disposed of to cover taxes on the insider’s awards?

Yes. Several dispositions coded “F” show common units delivered at $42.35 per unit. These represent payment of exercise price or tax liabilities by delivering securities, corresponding to the vesting or exercise of the reported phantom and performance unit awards.