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Occidental updates Western Midstream (NYSE: WES) 38.3% ownership stake

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Occidental Petroleum and its affiliates have updated their ownership disclosure for Western Midstream Partners. They report beneficial ownership of 150,374,176 common units, representing 38.3% of Western Midstream’s outstanding common units as of October 31, 2025.

The filing explains that these units are held through several subsidiaries, primarily Western Gas Resources, Inc., APC Midstream Holdings, LLC and Anadarko USH1 Corporation. On February 3, 2026, Western Gas Resources, Inc. transferred and surrendered 15,307,402 common units to Western Midstream in connection with the closing of a previously disclosed Unit Redemption Agreement, and no other transactions in the units are reported since the prior amendment.

Positive

  • None.

Negative

  • None.





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 140,912,118 common units representing limited partner interests in the Issuer ("Common Units") held by Western Gas Resources, Inc. ("WGRI"), (ii) 457,849 Common Units held by APC Midstream Holdings, LLC ("AMH") and (iii) 9,004,209 Common Units held by Anadarko USH1 Corporation ("AUSH1"). Occidental Petroleum Corporation ("Occidental") indirectly owns 100% of the issued and outstanding common stock of Anadarko Petroleum Corporation ("Anadarko"), which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Occidental may, therefore, be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 140,912,118 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. OXY Oil Partners, Inc. indirectly owns 100% of the issued and outstanding common stock of Anadarko, which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Oxy Oil Partners, Inc. may be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 140,912,118 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. OXY Oil Partners, Inc. indirectly owns 100% of the issued and outstanding common stock of Anadarko, which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Oxy Oil Partners, Inc. may be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 140,912,118 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. Baseball Merger Sub 2, Inc. indirectly owns 100% of the issued and outstanding common stock of Anadarko, which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Baseball Merger Sub 2, Inc. may, therefore, be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 140,912,118 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. Anadarko directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1 and may, therefore, be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 140,912,118 Common Units held by WGRI and (ii) 457,849 Common Units held by AMH. In addition to its Common Units held of record, WGRI directly owns 100% of the issued and outstanding equity interests of AMH and may, therefore, be deemed to beneficially own the Common Units held by AMH. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 457,849 Common Units held by AMH. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held by AUSH1. Anadarko Holding Company ("AHC") and Kerr-McGee Corporation ("KMG") together own 100% of the common stock of Kerr-McGee Worldwide Corporation ("KMWW"), and Anadarko and KMWW together indirectly own 100% of the common stock of AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held by AUSH1. AHC and KMG together own 100% of the common stock of KMWW, and Anadarko and KMWW together indirectly own 100% of the common stock of AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held by AUSH1. KMWW and Anadarko together indirectly own 100% of the common stock of AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held of record by AUSH1. The calculation is based on a total of 392,688,323 Common Units issued and outstanding as of October 31, 2025 after giving effect to the redemption reported herein.


SCHEDULE 13D


Occidental Petroleum Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President, Corporate Secretary and Chief Compliance Officer
Date:02/05/2026
OXY USA Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
OXY Oil Partners, Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Baseball Merger Sub 2, Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Anadarko Petroleum Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Western Gas Resources, Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
APC Midstream Holdings, LLC
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Anadarko Holding Company
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Kerr-McGee Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Kerr-McGee Worldwide Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026
Anadarko USH1 Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark, Vice President and Secretary
Date:02/05/2026

FAQ

What does Occidental’s Schedule 13D/A Amendment No. 9 for Western Midstream (WES) disclose?

The amendment updates Occidental’s beneficial ownership in Western Midstream Partners to 150,374,176 common units, or 38.3% of outstanding units. It also notes an internal group transfer where Western Gas Resources, Inc. surrendered 15,307,402 units to the partnership under a previously disclosed Unit Redemption Agreement.

How many Western Midstream (WES) units does Occidental now beneficially own?

Occidental and its affiliated reporting entities beneficially own 150,374,176 Western Midstream common units. This stake represents 38.3% of the 392,688,323 common units outstanding as of October 31, 2025, after giving effect to the unit redemption described in the amendment.

What percentage of Western Midstream (WES) does Occidental’s group control after this amendment?

The reporting group led by Occidental Petroleum reports beneficial ownership of 38.3% of Western Midstream’s common units. This percentage is based on 392,688,323 units outstanding as of October 31, 2025, including adjustments for the redeemed units surrendered to the issuer.

Which entities within Occidental’s structure hold Western Midstream (WES) common units?

Units are held through several subsidiaries, mainly Western Gas Resources, Inc., APC Midstream Holdings, LLC and Anadarko USH1 Corporation. Parent entities such as Occidental, OXY Oil Partners, Anadarko and related Kerr-McGee entities are deemed beneficial owners through their 100% or joint ownership of these holding companies.

What transaction on February 3, 2026 is reported in the Western Midstream (WES) filing?

On February 3, 2026, Western Gas Resources, Inc. transferred and surrendered 15,307,402 Western Midstream common units to the partnership. This occurred in connection with closing the transactions under a previously disclosed Unit Redemption Agreement, and no other unit transactions have occurred since Amendment No. 8.

Do Occidental and affiliates claim full beneficial ownership of Western Midstream (WES) units?

The reporting entities list beneficial ownership based on their corporate structure, but each expressly disclaims being a beneficial owner for purposes of certain Exchange Act provisions. They rely on Rule 13d-4, stating the filing should not be construed as an admission of beneficial ownership of the reported common units.
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