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Western Midstream Partners (WES) CFO reports new equity grants

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Western Midstream Partners’ SVP & Chief Financial Officer Kristen S. Shults reported multiple equity award activities dated February 12, 2026. She exercised previously granted phantom and performance units into WES common units and had a portion of those units withheld to cover tax obligations at a price of $42.35 per unit. Shults also received new long-term incentives, including 35,419 2026 Phantom Units and 17,710 units each of 2026 Performance Unit awards tied to total unitholder return and return on assets. Following these transactions, she continues to hold a substantial direct position in WES common units and a mix of outstanding phantom and performance-based derivative awards that vest over multi-year periods based on continued service and pre-established performance metrics.

Positive

  • None.

Negative

  • None.
Insider Shults Kristen S.
Role SVP & Chief Financial Officer
Type Security Shares Price Value
Exercise 2023 Phantom Units 10,819 $0.00 --
Exercise 2023 Performance Unit - TUR 25,316 $0.00 --
Exercise 2023 Performance Unit - ROA 30,704 $0.00 --
Exercise 2024 Phantom Units 14,940 $0.00 --
Exercise 2025 Phantom Units 10,009 $0.00 --
Grant/Award 2026 Phantom Units 35,419 $0.00 --
Grant/Award 2026 Performance Unit - TUR 17,710 $0.00 --
Grant/Award 2026 Performance Unit - ROA 17,710 $0.00 --
Exercise Common Units representing limited partner interests 10,819 $0.00 --
Tax Withholding Common Units representing limited partner interests 4,258 $42.35 $180K
Exercise Common Units representing limited partner interests 14,940 $0.00 --
Tax Withholding Common Units representing limited partner interests 5,879 $42.35 $249K
Exercise Common Units representing limited partner interests 10,009 $0.00 --
Tax Withholding Common Units representing limited partner interests 3,939 $42.35 $167K
Exercise Common Units representing limited partner interests 25,316 $0.00 --
Tax Withholding Common Units representing limited partner interests 9,962 $42.35 $422K
Exercise Common Units representing limited partner interests 30,704 $0.00 --
Tax Withholding Common Units representing limited partner interests 12,127 $42.35 $514K
holding 2024 Performance Unit - TUR -- -- --
holding 2024 Performance Unit - ROA -- -- --
holding 2025 Performance Unit-TUR -- -- --
holding 2025 Performance Unit-ROA -- -- --
Holdings After Transaction: 2023 Phantom Units — 0 shares (Direct); 2023 Performance Unit - TUR — 0 shares (Direct); 2023 Performance Unit - ROA — 0 shares (Direct); 2024 Phantom Units — 14,939 shares (Direct); 2025 Phantom Units — 20,017 shares (Direct); 2026 Phantom Units — 35,419 shares (Direct); 2026 Performance Unit - TUR — 17,710 shares (Direct); 2026 Performance Unit - ROA — 17,710 shares (Direct); Common Units representing limited partner interests — 98,948 shares (Direct); 2024 Performance Unit - TUR — 22,409 shares (Direct); 2024 Performance Unit - ROA — 22,409 shares (Direct); 2025 Performance Unit-TUR — 15,013 shares (Direct); 2025 Performance Unit-ROA — 15,013 shares (Direct)
Footnotes (1)
  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 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.
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*
Shults Kristen S.

(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 & Chief Financial Officer
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 98,948 D
Common Units representing limited partner interests 02/12/2026 F 4,258 D $42.35 94,690 D
Common Units representing limited partner interests 02/12/2026 M 14,940 A $0 109,630 D
Common Units representing limited partner interests 02/12/2026 F 5,879 D $42.35 103,751 D
Common Units representing limited partner interests 02/12/2026 M 10,009 A $0 113,760 D
Common Units representing limited partner interests 02/12/2026 F 3,939 D $42.35 109,821 D
Common Units representing limited partner interests 02/12/2026 M 25,316 A $0 135,137 D
Common Units representing limited partner interests 02/12/2026 F 9,962 D $42.35 125,175 D
Common Units representing limited partner interests 02/12/2026 M 30,704 A $0 155,879 D
Common Units representing limited partner interests 02/12/2026 F 12,127 D $42.35 143,752 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 35,419 (2) 02/12/2029 Common Units representing limited partner interests 35,419 $0 35,419 D
2026 Performance Unit - TUR (4) 02/12/2026 A 17,710 02/12/2029 02/12/2029 Common Units representing limited partner interests 17,710 $0 17,710 D
2026 Performance Unit - ROA (4) 02/12/2026 A 17,710 02/12/2029 02/12/2029 Common Units representing limited partner interests 17,710 $0 17,710 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.
* 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.

FAQ

What insider transactions did WES CFO Kristen S. Shults report on this Form 4?

Kristen S. Shults reported exercising multiple phantom and performance unit awards into WES common units and having some units withheld to satisfy taxes at $42.35 per unit. She also received new 2026 phantom and performance-based equity awards, all held as direct ownership.

How many new 2026 equity awards did the WES CFO receive in this filing?

The CFO received 35,419 2026 Phantom Units and 17,710 units each of 2026 Performance Unit awards linked to total unitholder return and return on assets. These awards vest over a three-year period ending on February 12, 2029 based on service and performance.

What price was used for WES units withheld to cover the CFO’s tax obligations?

Common units were withheld for tax purposes at a price of $42.35 per unit. These dispositions, coded “F,” represent payment of tax liabilities using units received from award exercises, rather than open-market sales, and reduced the number of common units held after each transaction.

How do WES phantom units work for the CFO’s reported awards?

Each phantom unit is the economic equivalent of one WES common unit and, upon vesting, delivers either a common unit or cash equal to its fair market value. These phantom units vest ratably over three years on February 12 annually and pay cash distribution equivalents currently.

What performance conditions apply to the WES CFO’s performance unit awards?

Each performance unit entitles the holder to receive between 0% and 200% of one WES common unit after vesting. The payout depends on meeting pre-established performance metrics, including total unitholder return and return on assets, measured over a three-year performance period ending on the relevant February 12 date.

Did the WES CFO report direct or indirect ownership of these securities?

All securities in this Form 4 are reported as held under direct ownership by Kristen S. Shults. The filing does not indicate any indirect holdings through separate entities, and the footnotes describe only the economic terms and vesting mechanics of the phantom and performance-based units.