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Western Midstream Partners 8-K Report, Acquisition Completed (Oct 15, 2025)

Reports
Acquisitions & Dispositions·Regulation FD·Other Events+1
Filing Date
Filed October 15, 2025
Period End
October 15, 2025
Security
WES
In the record · 2016–202610-K1210-Q368-K108

WES filed 12 annual reports (10-K), 36 quarterly reports (10-Q) and 108 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Material agreement8-K · Jan ’20Jan ’20
  3. Leadership change8-K · Oct ’22Oct ’22
  4. Leadership change8-K · Nov ’24Nov ’24

01—Abstract

Summary

Summary of the 8-K filed October 15, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 15, 2025, Western Midstream Partners, LP (WES) completed its previously announced acquisition of Aris Water Solutions, Inc. (Aris) under the Agreement and Plan of Merger dated August 6, 2025.

Under the merger structure, Aris OpCo became a direct, partially-owned subsidiary of both Aris and WES, and Aris became an indirect wholly owned subsidiary of WES. The Mergers are described in the filing as a significant asset acquisition under Item 2.01 but not a significant business acquisition requiring separate financial statements. Aris securityholders could elect, per share or unit, to receive 0.625 WES Common Units, $25.00a in cash, or a mix of 0.450 Common Units and $7.00 in cash.

Final elections were 14,385,652 shares/units for the Common Unit Election, 33,801,151 for the Cash Election, and 11,017,951 for the Mixed Election. Because cash was capped at $415.0 millionb, cash-electing holders were prorated and, per the press release, will receive approximately $10.00 in cash and 0.375 Common Units each. In aggregate, the filing states approximately 26.6 million Common Units were issued, and holders will receive about 28% of consideration in cash and about 72% in Common Units.

The filing also covers treatment of Aris equity awards: continuing employees' RSUs and PSUs were assumed and converted into phantom Common Unit awards, while non-continuing employees and non-employee directors received cash payouts. Separately, Aris OpCo's 7.250%c Senior Notes due 2030 remain outstanding and will be assumed by Western Midstream Operating, LP, and the WES OpCo partnership agreement will be amended and restated to provide for the issuance of preferred units of WES OpCo.

02—Key points

Key Highlights

  1. Completed the merger with Aris Water Solutions, Inc. on October 15, 2025, in a transaction registered on Form S-4 declared effective September 12, 2025.
  2. Aris holders elected 0.625 Common Units, $25.00 cash, or 0.450 Common Units plus $7.00 cash per share/unit; the cash pool was capped at $415.0 million.
  3. Final elections: 14,385,652 shares/units chose Common Units, 33,801,151 chose cash (prorated), and 11,017,951 chose the mixed option.
  4. Approximately 26.6 million WES Common Units were issued, with consideration about 72% equity and 28% cash in aggregate.
  5. Aris equity awards were assumed (continuing employees, converted to Common Unit phantom awards) or cashed out (non-continuing employees and directors).
  6. Aris OpCo's 7.250% Senior Notes due 2030 remain outstanding and will be assumed by Western Midstream Operating, LP.
  7. WES OpCo's partnership agreement will be amended and restated to provide for issuance of preferred units.

03—Questions

Frequently Asked Questions

  1. What did Aris securityholders receive in the merger?

    Each Aris Class A share or Aris OpCo Stapled Unit could be exchanged for 0.625 WES Common Units, $25.00 in cash, or 0.450 Common Units plus $7.00 in cash. Because cash was limited to $415.0 million, cash electors were prorated and, per the press release, receive approximately $10.00 in cash and 0.375 Common Units each.

  2. How many WES Common Units were issued?

    The filing states that approximately 26.6 million Common Units were issued as part of the Merger Consideration.

  3. What happened to Aris equity awards?

    Continuing employees' RSUs and PSUs were assumed by WES and converted into phantom Common Unit awards on the same vesting terms, with PSUs deemed earned at the greater of target or actual performance. Awards held by non-continuing employees and non-employee directors were cancelled and converted into cash payments.

  4. Will Aris's debt remain outstanding?

    Yes. Aris OpCo's 7.250% Senior Notes due 2030 will remain outstanding, and the indenture will be assumed by Western Midstream Operating, LP, a WES subsidiary.

  5. Is the acquisition required to include separate financial statements?

    No. The filing states the Mergers are a significant asset acquisition under Item 2.01 of Form 8-K but are not a significant business acquisition for which certain financial statements are required.

04—Continue

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