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Occidental group details 40.6% Western Midstream (WES) stake and 15.3M-unit redemption

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

Rhea-AI Filing Summary

Western Midstream Partners, LP received an updated ownership disclosure from Occidental Petroleum and its affiliates through Amendment No. 8 to a Schedule 13D. The reporting group states that they beneficially own 165,681,578 common units, representing 40.6% of Western Midstream’s common units, based on 407,995,725 units outstanding as of October 31, 2025.

The amendment also describes a Unit Redemption Agreement dated January 16, 2026, under which Western Gas Resources, Inc. will transfer and surrender 15,307,402 common units to Western Midstream on February 3, 2026. This redemption is tied to amendments to key gas gathering and gas processing agreements that adjust minimum volume commitments, gathering fees, and rate structures, and add provisions for a related gathering, processing and treating agreement with an affiliate.

Positive

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Negative

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Insights

Occidental-affiliated entities report a 40.6% stake and agree to redeem over 15.3 million Western Midstream units tied to revised commercial contracts.

The filing shows Occidental Petroleum Corporation and related entities reporting beneficial ownership of 165,681,578 common units of Western Midstream Partners, LP, equal to 40.6% of the common units based on 407,995,725 units outstanding as of October 31, 2025. Ownership is held through several subsidiaries, including Western Gas Resources, Inc., APC Midstream Holdings, LLC and Anadarko USH1 Corporation, reflecting a layered corporate structure.

The amendment highlights a Unit Redemption Agreement dated January 16, 2026, where Western Gas Resources, Inc. will transfer and surrender 15,307,402 common units to Western Midstream on February 3, 2026. This redemption is connected to amendments to a Gas Gathering Agreement and a Gas Processing Contract that introduce a minimum volume commitment for Anadarko E&P Onshore LLC, reduce gathering fees charged by Delaware Basin Midstream LLC, move to a fixed-fee rate structure, and add provisions for a separate agreement with Permian Delaware Enterprises Holdings LLC.

The filing states that, aside from the described arrangements, the reporting group has not effected other transactions in the common units during the past 60 days. Future company disclosures may provide additional context on how the redemption and amended commercial terms influence Western Midstream’s cash flows and unit count.






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) 156,219,520 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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 156,219,520 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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 156,219,520 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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 156,219,520 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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 156,219,520 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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 156,219,520 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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 457,849 Common Units held by AMH. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.


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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


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 407,995,725 Common Units issued and outstanding as of October 31, 2025.


SCHEDULE 13D


Occidental Petroleum Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President, Corporate Secretary and Chief Compliance Officer
Date:01/21/2026
OXY USA Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
OXY Oil Partners, Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Baseball Merger Sub 2, Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Anadarko Petroleum Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Western Gas Resources, Inc.
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
APC Midstream Holdings, LLC
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Anadarko Holding Company
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Kerr-McGee Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Kerr-McGee Worldwide Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026
Anadarko USH1 Corporation
Signature:/s/ Nicole E. Clark
Name/Title:Nicole E. Clark/Vice President and Secretary
Date:01/21/2026

FAQ

How many Western Midstream (WES) units do Occidental and affiliates report owning?

The reporting group led by Occidental Petroleum Corporation reports beneficial ownership of 165,681,578 common units of Western Midstream Partners, LP, representing 40.6% of the common units based on 407,995,725 units outstanding as of October 31, 2025.

What key transaction is described in Amendment No. 8 for Western Midstream (WES)?

Amendment No. 8 describes a Unit Redemption Agreement dated January 16, 2026, under which Western Gas Resources, Inc. will transfer and surrender 15,307,402 common units to Western Midstream Partners, LP on February 3, 2026.

Why is Western Gas Resources, Inc. surrendering units to Western Midstream (WES)?

The surrender of 15,307,402 common units by Western Gas Resources, Inc. is in connection with executing the Third Amendment to the Gas Gathering Agreement and the Eleventh Amendment to the Gas Processing Contract, which adjust minimum volume commitments, gathering fees, rate structures and related commercial terms.

What changes are made to the Gas Gathering Agreement in this Western Midstream (WES) filing?

The Gas Gathering Agreement Amendment provides Delaware Basin Midstream LLC with a minimum volume commitment of dedicated gas from Anadarko E&P Onshore LLC, reduces the gathering fee charged by Delaware Basin Midstream to Anadarko E&P Onshore, and provides for a fixed-fee rate structure instead of a cost-of-service structure.

What is added to the Gas Processing Contract in the Western Midstream (WES) amendment?

The Gas Processing Contract Amendment adds provisions related to Delaware Basin Midstream LLC entering into a separate Gas Gathering, Processing and Treating Agreement directly with Permian Delaware Enterprises Holdings LLC.

Have Occidental and related entities made other recent trades in Western Midstream (WES) units?

The filing states that, aside from the transactions described in Item 4 of Amendment No. 8, none of the reporting persons, nor to their knowledge the listed persons, has effected any transactions in Western Midstream common units during the past 60 days.

Do the reporting entities claim full beneficial ownership of Western Midstream (WES) units?

The amendment notes that the reporting entities may be deemed to beneficially own the common units held through subsidiaries but, pursuant to Rule 13d-4, each reporting person disclaims beneficial ownership of the common units reported in the statement.
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