{"url_path":"/sec/wes/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1423902/0001423902-26-000054-index.html","accession_number":"0001423902-26-000054","cik":"0001423902","ticker":"WES","issuer_name":"Western Midstream Partners, LP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1423902/0001423902-26-000054-index.html","primary_entity_key":"0001423902","primary_entity_name":"Western Midstream Partners, LP"},"word_count":412,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn June 11, 2026 (the “Closing Date”), Western Midstream Partners, LP (the “Partnership”) consummated the previously announced acquisition (the “Acquisition”) contemplated by that certain Membership Interest Purchase Agreement, dated May 6, 2026 (the “Purchase Agreement”), by and among the Partnership, B-2 Holdings LLC, a wholly owned subsidiary of the Partnership (“Purchaser”), and Brazos Permian II, LLC (“Seller”). The Partnership previously reported its entry into the Purchase Agreement under Item 5 of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 6, 2026. Pursuant to the Purchase Agreement, Purchaser acquired from Seller all of the issued and outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) for an aggregate purchase price of approximately $1.6 billion, subject to customary purchase price adjustments, consisting of (i) approximately $800 million in cash and (ii) 19,389,239 common units representing limited partner interests in the Partnership (“Common Units”), which represented approximately $800 million of Partnership common units based upon the 20-day volume weighted-average common unit price of the Partnership at the time the acquisition agreement was signed.\n\nOn June 11, 2026, in connection with the closing of the Acquisition, the Partnership and the Seller entered into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”), pursuant to which the Partnership agreed to file, within 60 days of the Closing Date, a registration statement registering for resale the Common Units received by Seller and its affiliate designees on the Closing Date pursuant to the Purchase Agreement. The Registration Rights and Lock-Up Agreement provides Seller with customary registration rights, including (i) the right to request that the Partnership facilitate certain non-underwritten block trades of the Common Units and (ii) “piggyback” registration rights to participate in underwritten offerings of the Partnership’s common units, subject to customary cutback provisions. Seller and its affiliate designees have also agreed, subject to customary exceptions, not to transfer any of the Common Units for a period of six months following the Closing Date.\n\nThe foregoing summaries of the Purchase Agreement and the Registration Rights and Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights and Lock-Up Agreement, copies of which are filed as Exhibits 2.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}