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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-27 · 141 added, 177 removed, 469 unchanged (40% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Based upon their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of December 31, 2022, John B.

Based upon their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of December 31, 2023, John B.

Hess, Chief Executive Officer, and Jonathan C.

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Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, in the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a‑15(f).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes‑Oxley Act, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

There was no change in internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, in the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a‑15(f).

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this report, has issued an attestation report (the “Attestation Report”) on the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2022.

The Attestation Report is included in Item 8.

Financial Statements and Supplementary Data of this annual report on Form 10‑K.

Other Information

During the three m onths ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Management of Hess Midstream LP

We are managed by the directors and officers of Hess Midstream GP LLC (“GP LLC”), the general partner of our general partner.

We sometimes refer to the directors and officers of GP LLC in this annual report on Form 10‑K as our directors and officers.

We are managed by the directors and officers of Hess Midstream GP LLC (“GP LLC”), the general partner of our general partner.

We sometimes refer to the directors and officers of GP LLC in this annual report on Form 10‑K as our directors and officers.

Because our general partner is a limited partnership, we are managed by the directors and executive officers of its general partner, GP LLC, a wholly owned subsidiary of HIP GP LLC.

Our shareholders are not entitled to elect our general partner, the general partner of our general partner, or the directors on its board of directors, or directly or indirectly participate in its management or operations.

Hess and GIP each have the right to nominate certain individuals to serve on the board of directors of GP LLC (the “Company Board”).

Because GP LLC is wholly owned by HIP GP LLC, HIP GP LLC has the right to elect the entire Company Board, including the independent directors, following their nomination by Hess and GIP.

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Hess was appointed as Chairman of the Company Board in September 2019 and has served as Chief Executive Officer of GP LLC since September 2019.

Hess served as Chairman of the board of directors (the “Partnership Board”) of Hess Midstream Partners GP LLC (“MLP GP LLC”) from September 2014 to December 2019 and as Chief Executive Officer of MLP GP LLC from July 2014 to December 2019.

Hess has served as Chief Executive Officer of Hess since 1995.

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He served as Chairman of the Board and Chief Executive Officer of Hess from 1995 until 2013.

Hess has been a member of the board of directors of KKR & Co.

Hess previously served as member of the board of directors of KKR & Co.

(formerly KKR & Co.

L.P.), since 2011.

L.P.) from 2011 to 2023.

We believe that Mr.

extensive experience in the energy industry, including his more than 40-year career with Hess and his extensive leadership experience in his roles as Chief Executive Officer and Chairman of the Board of Hess, makes him well qualified to serve as Chairman of the Company Board.

Hess’ extensive experience in the energy industry, including his more than 40-year career with Hess and his extensive leadership experience in his roles as Chief Executive Officer and Chairman of the Board of Hess, makes him well qualified to serve as Chairman of the Company Board.

Gatling was appointed President and Chief Operating Officer of GP LLC in September 2019.

Gatling served as Chief Operating Officer of MLP GP LLC from December 2015 to December 2019.

Gatling also leads Hess’

Bakken business.

Gatling also leads Hess’ Bakken business.

In addition, Mr.

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Stein has served as Senior Vice President, Strategy and Planning of Hess since April 2021 and continues his role as Chief Risk Officer of Hess, which he has held since June 2004.

In such capacities, he is responsible for Hess’

corporate strategy and financial planning process, business development and commercial function, risk management processes and controls, Hess’

Midstream segment financial reporting, derivative disclosure and accounting policy and is a member of Hess’

disclosure review committee.

In such capacities, he is responsible for Hess’ corporate strategy and financial planning process, business development and commercial function, risk management processes and controls, Hess’ Midstream segment financial reporting, derivative disclosure and accounting policy and is a member of Hess’ disclosure review committee.

Prior to his current roles, Mr.

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Prior to joining Hess in 2001, Mr.

Stein was a consultant with Ernst & Young LLP’s Risk Management and Regulatory Practice, where he assisted financial services and energy trading clients in establishing their risk management infrastructure.

Goodell was appointed General Counsel and Secretary of GP LLC in September 2019.

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We believe that Mr.

Rielly’s extensive experience, particularly his knowledge of industry accounting and financial practices gained during his employment at Hess and Ernst & Young LLP, makes him well qualified to serve as a member of the Company Board.

Hill was appointed a member of the Company Board in September 2019.

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Prior to joining Hess in 2009, Mr.

Hill spent 25 years at Shell, where he performed a variety of operations, engineering, technical and business leadership roles in Asia-Pacific, Europe and the United States, including Executive Vice President—Exploration and Production of Singapore-based Shell Asia Pacific from 2006 to 2008 while also serving as Chairman of Shell’s Global Production Leadership Team.

Hill has been a director of GoGreen Investments Corporation since 2021.

Hill previously served as a director of GoGreen Investments Corporation from 2021 to 2023.

We believe that Mr.

Hill’s extensive experience in the energy industry, particularly his experience in operations and strategic planning, makes him well qualified to serve as a member of the Company Board.

Gerbert Schoonman.

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He serves as Senior Vice President, Global Production, for Hess since January 1, 2020.

He previously served in various operational leadership roles at Hess, including as Vice President, Production –

Asia Pacific, from January 2011 through August 2012;

Vice President, Onshore –

Bakken from September 2012 through December 2016;

He previously served in various operational leadership roles at Hess, including as Vice President, Production – Asia Pacific, from January 2011 through August 2012;

Vice President, Onshore – Bakken from September 2012 through December 2016;

and Vice President, Offshore from January 2017 to December 2019.

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We believe that Mr.

Schoonman’s extensive executive and industry experience makes him well qualified to serve as a member of the Company Board.

Brilliant was appointed a member of the Company Board in December 2019.

Brilliant served as a member of the Partnership Board from December 2015 to December 2019.

Brilliant is currently a Partner of GIP and is a member of GIP’s Investment and Operating Committees.

He has served as a member of GIP’s investment team since May 2007 and led GIP’s investment in HIP.

Brilliant is currently a Partner of GIP and is a member of GIP’s Investment and Operating Committees.

He has served as a member of GIP’s investment team since May 2007 and led GIP’s investment in HIP.

Prior to joining GIP, Mr.

Brilliant was an investment banker in the Global Financial Sponsors Group at Lehman Brothers from 2005 to 2007, providing M&A and financial advisory to investment funds throughout their investment cycle.

Brilliant has been a director of the managing member of EnLink Midstream, LLC and the general partner of EnLink Midstream Partners LP, since 2018, a director of CyrusOne, a privately held data service company, since 2022 and previously served as a director of the general partner of Access Midstream Partners L.P.

Brilliant has been a director CyrusOne, a privately held data service company, since 2022 and Vantage Towers’ equity consortium’s holding company since 2023.

He previously served as a director of the managing member of EnLink Midstream, LLC and the general partner of EnLink Midstream Partners LP, from 2018 until 2023 and as a director of the general partner of Access Midstream Partners L.P.

from 2012 to 2014.

We believe that Mr.

Brilliant’s investing and energy industry background, particularly his expertise in mergers and acquisitions, brings important experience and skill to the Company Board.

Telesz was appointed a member of the Company Board in December 2019.

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Prior to joining GIP in August 2018, Mr.

Telesz spent 8 years as an executive at Praxair, an industrial gas manufacturing company, most recently as executive vice president in charge of Praxair’s U.S.

atmospheric gases businesses, Canada and surface technologies from 2014 until May 2018.

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We believe that Mr.

Telesz’s extensive experience, particularly the leadership skills he developed while serving in several executive positions, brings important experience and skill to the Company Board.

Lee was appointed a member of the Company Board in February 2022.

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He joined GIP in April 2009 and focuses on North American energy investments.

Lee was actively involved in GIP’s investment in the Partnership.

Prior to joining GIP, Mr.

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We believe that Mr.

Lee’s financial and industry experience makes him well qualified to serve as a member of the Company Board.

Niemiec was appointed a member of the Company Board in December 2019.

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We believe that Mr.

Niemiec’s extensive financial and investment experience makes him well qualified to serve as a member of the Company Board.

Reddy was appointed a member of the Company Board in December 2019.

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We believe that Mr.

Reddy’s extensive financial and industry experience makes him well qualified to serve as a member of the Company Board.

Letwin was appointed a member of the Company Board in December 2019.

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Prior to joining IAMGOLD, Mr.

Letwin served in senior management roles at Enbridge, Inc., from 1999 through September 2010, most recently as Executive Vice President, Gas Transportation & International, from May 2006 to September 2010, where he was responsible for Enbridge’s natural gas operations and prior to that as Managing Director of Enbridge Energy Partners.

Letwin previously spent 12 years in senior management roles at TransCanada Pipelines Limited, Numac Energy Inc., and Encor Energy Partners.

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We believe that Mr.

Letwin’s extensive executive, financial and industry experience makes him well qualified to serve as a member of the Company Board.

Director Independence

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Audit Committee

The audit committee of the Company Board is currently comprised of three directors, each of whom satisfy the independence and experience standards established by the NYSE and the Exchange Act and all are “audit committee financial experts”

as this term is defined by applicable SEC rules.

The current members are Messrs.

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Our independent registered public accounting firm will be given unrestricted access to the audit committee.

The charter of the audit committee is available on our website (www.hessmidstream.com) under the “Company”

The charter of the audit committee is available on our website (www.hessmidstream.com) under the “Company” tab.

While the audit committee oversees our financial reporting process on behalf of the Company Board, management has the primary responsibility for preparing the financial statements and the reporting process, including the systems of internal controls.

In fulfilling its oversight responsibilities, the audit committee reviews and discusses with management the audited financial statements contained in this Annual Report on Form 10‑K.

Conflicts Committee

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Our Code of Business Conduct and Ethics applies to all directors and employees, including the Chief Executive Officer and the Chief Financial Officer.

Our Code of Business Conduct and Ethics is available on our website (www.hessmidstream.com) under the “Company”

Our Code of Business Conduct and Ethics is available on our website (www.hessmidstream.com) under the “Company” tab.

We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions granted to the Chief Executive Officer and Chief Financial Officer, as required by the SEC rules on our website following the date of such amendment or waiver.

Section 16(a) Beneficial Ownership Reporting Compliance

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Except with respect to awards granted under our LTIP, we do not pay compensation to any of the executive officers and do not participate in any compensation decisions for the Named Executive Officers.

For purposes of simplicity and ease of understanding, we have presented this Compensation Discussion and Analysis (“CD&A”) on a basis that reflects our current organizational structure following the Restructuring and therefore references in this CD&A and the accompanying executive compensation tables to us and to GP LLC with respect to periods prior to the Restructuring should be interpreted as referring to the Partnership and to the general partner of the Partnership’s general partner, as in effect prior to the Restructuring.

Our Named Executive Officers

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Hess, Chief Executive Officer;

• Jonathan C.

Stein, Chief Financial Officer;

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Except with respect to awards granted under our LTIP, Hess has sole decision-making authority with respect to the compensation paid by Hess to our NEOs.

Such decisions are overseen by Hess’s board of directors and we do not have any authority and do not provide any input with respect to such decisions.

The compensation that is paid by Hess to our NEOs is determined solely based on the roles they perform for Hess, which includes their seconded role as executive officers.

We have adopted the Hess Midstream LP Long-Term Incentive Plan (the “LTIP”) for officers, directors and employees of GP LLC or its affiliates and other individuals who perform services for us.

The LTIP provides for the grant, from time to time at the discretion of the plan administrator or any delegate thereof, subject to applicable law, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards.

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Such awards are granted for the purpose of providing incentive compensation to these NEOs that is directly tied to the performance of our Class A Shares and to align the economic interests of the NEOs with the interests of our shareholders.

Decisions with respect to awards of phantom units to our NEOs are made by the board of directors of GP LLC in consultation with Hess’

board of directors and Hess’

executive officers, taking into account the NEO’s role within our organization, including duties, responsibilities and seniority levels.

Decisions with respect to awards of phantom units to our NEOs are made by the board of directors of GP LLC in consultation with Hess’ board of directors and Hess’ executive officers, taking into account the NEO’s role within our organization, including duties, responsibilities and seniority levels.

For 2023, 2022 and 2021, such awards were not granted to our NEOs who are also executive officers of Hess on the basis that the scope of their duties involving us relative to their overall duties as executive officers of Hess did not warrant such awards.

For 2022, 2021 and 2020, phantom unit awards to our NEOs included distribution equivalent rights and vest ratably over a three year period following the date of grant, subject to the NEO’s continued service to Hess through the vesting date.

For 2023, 2022 and 2021, phantom unit awards to our NEOs included distribution equivalent rights that vest ratably over a three year period following the date of grant, subject to the NEO’s continued service to Hess through the vesting date.

Upon vesting, each phantom unit is paid in the form of a Class A Share in us, or an equivalent amount of cash, subject to applicable tax withholdings.

Award amounts, which are set forth below were determined based on the judgement and industry experience of the board members (in consultation with Hess, as described above), taking into account the factors discussed above.

Award amounts, which are set forth below were determined based on the judgment and industry experience of the board members (in consultation with Hess, as described above), taking into account the factors discussed above.

We did not engage an independent compensation consultant or other advisor in making such decisions and did not benchmark award amounts against any specific peer group of companies.

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(1) Amount shown represents the grant date fair value of phantom unit awards granted pursuant to our LTIP, determined in accordance with FASB ASC Topic 718.

(2) Amount shown also reflects an incremental fair value of $48,041, resulting from the board of directors of GP LLC’s decision to modify the vesting date of certain unvested phantom units held by Mr.

Stein from March 2024 to December 2023, as permitted by our LTIP.

Grants of Plan-Based Awards for 2023

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(1) Amount shown represents the grant date fair value of phantom unit awards granted pursuant to our LTIP, determined in accordance with FASB ASC Topic 718.

Stein from March 2024 to December 2023, as permitted by our LTIP.

Outstanding Equity Awards at Fiscal Year End

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Value realized

(1) Represents the value of vested shares calculated by multiplying (i) the gross number of the Company shares acquired on vesting by (ii) the closing price of the Company shares on the date of vesting.

(1) Represents the value of vested shares calculated by multiplying (i) the gross number of the Company’s shares acquired on vesting by (ii) the closing price of the Company’s shares on the date of vesting.

Pension Benefits and Nonqualified Deferred Compensation

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Potential Payments Upon Termination or Change in Control

None of our NEO’s have entered into any employment, severance or similar agreements in relation to their services to us or our general partner and, except with respect to the phantom units issued pursuant to our LTIP, as of December 31, 2022, there were no arrangements pursuant to which our NEOs would receive any payments or benefits in connection with a change in control of us.

The phantom unit awards granted pursuant to the LTIP generally contemplate that the individual grants of phantom units will vest in three equal annual installments based on the grantee’s continued employment through the vesting dates, subject to acceleration upon (i) the grantee’s death or disability, (ii) the grantee’s retirement after attaining age 65 with at least five years of continuous service with Hess or its affiliates, (iii) upon a termination without cause or a resignation for good reason following the occurrence of a change in control of us, or (iv) in the discretion of the plan administrator, which may provide for pro‑rated vesting, upon an early retirement, which is generally defined as a retirement after attaining age 55 with 10 years of service with Hess and its affiliates.

None of our NEO’s have entered into any employment, severance or similar agreements in relation to their services to us or our general partner and, except with respect to the phantom units issued pursuant to our LTIP, as of December 31, 2023, there were no arrangements pursuant to which our NEOs would receive any payments or benefits in connection with a change in control of us.

The board of directors of our general partner may also accelerate the vesting of the phantom units in its discretion at any time.

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The officers or employees of Hess or GIP who also serve as our directors do not receive additional compensation for their service as a director of Hess Midstream GP LLC.

Our directors who are not officers or employees of Hess or GIP, or “non‑employee directors,”

receive cash and equity‑based compensation for their services as directors.

The non‑employee director compensation program consists of the following:

Our directors who are not officers or employees of Hess or GIP, or “non‑employee directors,” receive cash and equity‑based compensation for their services as directors.

The non‑employee director compensation program consists of the following:

• an annual cash retainer of $65,000;

• an additional annual cash retainer of $15,000 for service as the lead director or chair of the audit committee and $10,000 for service as the chair of the conflicts committee;

an annual equity‑based award granted under the LTIP having a value as of the grant date of approximately $65,000.

Such directors also receive reimbursement for out‑of‑pocket expenses associated with attending board or committee meetings and are covered by our director and officer liability insurance policies.

• an annual equity‑based award granted under the LTIP having a value as of the grant date of approximately $65,000.

All directors are indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.

The following table provides information regarding the compensation earned by our non‑employee directors during the year ended December 31, 2022:

The following table provides information regarding the compensation earned by our non‑employee directors during the year ended December 31, 2023:

or Paid in Cash

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The number and percentage of shares beneficially owned is based on a total of shares outstanding as of February 20, 2024 for the named directors and executive officers, and as of December 31, 2023 for the other beneficial owners.

Amounts for directors and named executive officers include phantom units outstanding pursuant to the Hess Midstream LP 2017 Long‑Term Incentive Plan that vest within 60 days of February 10, 2023.

Amounts for directors and named executive officers include phantom units outstanding pursuant to the Hess Midstream LP 2017 Long‑Term Incentive Plan that vest within 60 days of February 20, 2024.

Shares Beneficially Owned by Certain Beneficial Owners

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GP LP, our general partner (3)

Energy Income Partners, LLC

Saul Ballesteros

10 Wright Street

Westport, CT 06880

First Trust Portfolios L.P.

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

1555 Peachtree Street NE, Suite 1800

Atlanta, GA 30309

Tortoise Capital Advisors, L.L.C

6363 College Boulevard, Suite 100A

Overland Park, KS 66211

Directors/Named Executive Officers

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(3) Hess Midstream GP LP, our general partner, is the record holder of 898,000 Class A Shares and 122,620,222 Class B Shares.

Each of Hess Investments North Dakota LLC (“HINDL”) and GIP II Blue Holding, L.P.

(“Blue Holding”) holds an indirect 50% ownership of our general partner and may therefore be deemed to beneficially own such Class A Shares and Class B Shares.

In addition, each of HINDL and Blue Holding owns 97,923,803 Class B Units in the Partnership, which, together with a corresponding number of Class B Shares, may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Each of Hess Investments North Dakota LLC (“HINDL”) and GIP II Blue Holding, L.P.

(“Blue Holding”) holds an indirect 50% ownership of our general partner and may therefore be deemed to beneficially own such Class A Shares and Class B Shares.

In addition, HINDL owns 85,131,330 Class B Units and Blue Holding owns 61,310,111 Class B Units in the Partnership, which, together with a corresponding number of Class B Shares, may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Hess is the parent company of HINDL and may therefore be deemed the beneficial owner of the securities beneficially owned by HINDL.

The general partner of Blue Holding is GIP Blue Holding GP, LLC, a Delaware limited liability company (“Blue Holding GP”).

Global Infrastructure GP II, L.P., a Guernsey limited partnership (“Global GP”) is the sole member of Blue Holding GP.

Global Infrastructure Investors II, LLC, a Delaware limited liability company (“Global Investors”

and, together with Global GP, Blue Holding GP and Blue Holding, the “GIP Entities”) is the sole general partner of Global GP.

The general partner of Blue Holding is GIP Blue Holding GP, LLC, a Delaware limited liability company (“Blue Holding GP”).

Global Infrastructure GP II, L.P., a Guernsey limited partnership (“Global GP”) is the sole member of Blue Holding GP.

Global Infrastructure Investors II, LLC, a Delaware limited liability company (“Global Investors” and, together with Global GP, Blue Holding GP and Blue Holding, the “GIP Entities”) is the sole general partner of Global GP.

As a result, each of Blue Holding GP, Global GP and Global Investors may be deemed to share beneficial ownership of the securities beneficially owned by Blue Holding.

In addition, as security for Blue Holding's obligations under its term loan facility, Blue Holding pledged substantially all of the assets of Blue Holding, including all Class B Units in the Partnership held by Blue Holding and all Class A Shares owned by Hess Midstream GP LP in which Blue Holding has an indirect ownership interest, but only to the extent such shares are actually distributed to Blue Holding (collectively, the "Pledged Securities”).

All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities will remain with Blue Holding unless the Pledged Securities are foreclosed upon in accordance with the agreements governing the Blue Holding's term loan facility.

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(4) Assumes the full redemption and exchange of all Class B Units in the Partnership owned by HINDL and Blue Holding, and a corresponding number of Class B Shares, for Class A Shares.

(5) Based on a Schedule 13G jointly filed with the SEC on February 14, 2023 by Energy Income Partners, LLC, James J.

Murchie, Eva Pao, Saul Ballesteros and John K.

Energy Income Partners, LLC serves as a sub-adviser to certain registered investment companies advised by First Trust Advisors LP which beneficially owned 5.1% of this share class as of December 31, 2022.

Murchie, Eva Pao and John K.

Tysseland are portfolio managers with respect to portfolios managed by Energy Income Partners, LLC and Saul Ballesteros is a controlled person of Energy Income Partners, LLC.

All listed parties have shared voting and dispositive power over the Class A Shares.

(6) Based on a Schedule 13G jointly filed with the SEC on January 23, 2023 by The Charger Corporation, First Trust Portfolios L.P.

and First Trust Advisors L.P.

The Charger Corporation is the General Partner of both First Trust Portfolios L.P.

and First Trust Advisors L.P.

First Trust Portfolios L.P.

acts as sponsor of certain unit investment trusts which hold Class A Shares.

This amount includes (x) 2,642,371 Class A Shares over which First Trust Advisors L.P.

and The Charger Corporation share voting power and (y) 3,904,897 Class A Shares over which First Trust Advisors L.P.

and The Charger Corporation share dispositive power.

(5) Based on a Schedule 13G/A filed with the SEC on February 9, 2024, Invesco Ltd.

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has sole dispositive power.

(6) Based on a Schedule 13G filed with the SEC on February 9, 2024, Tortoise Capital Advisors, L.L.C.

(“TCA”) has shared voting and dispositive power of the Class A Shares.

This amount includes (y) 4,088,869 Class A Shares over which TCA has shared voting power and (z) 4,390,759 Class A Shares over which TCA has shared dispositive power with certain investment companies that TCA acts as an investment adviser to.

Telesz, James K.

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Rielly, 1,760 shares vested in the name of Mr.

Stein, and 77,392 shares vested for all executive officers and directors as a group under the Hess employees’

savings plan as to which these individuals and the group have voting and dispositive power.

These amounts also include 28,194 shares held in escrow under Hess Corporation’s Long‑term Incentive Plans for Mr.

Stein, and 78,864 shares vested for all executive officers and directors as a group under the Hess employees’ savings plan as to which these individuals and the group have voting and dispositive power.

These amounts also include 22,670 shares held in escrow under Hess Corporation’s Long‑term Incentive Plans for Mr.

Hill, 9,621 shares held in escrow under these plans for Mr.

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• 72,158 shares vested in the name of Mr.

Hess under the employees’

savings plan as to which he has sole voting and dispositive power.

Hess under the employees’ savings plan as to which he has sole voting and dispositive power.

• 789,103 shares held by a limited liability company, for which Mr.

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• 1,209,280 shares held by Mr.

siblings or their children, or by trusts for the benefit of Mr.

siblings or their children, as to which Mr.

Hess’ siblings or their children, or by trusts for the benefit of Mr.

Hess’ siblings or their children, as to which Mr.

Hess has sole voting power pursuant to shareholders agreements among Mr.

Hess and his siblings or their children and as to 557,131 shares of which he shares dispositive power pursuant to a shareholder’s agreement among Mr.

Hess and his siblings or their children and as to 706,273 shares of which he shares dispositive power pursuant to a shareholder’s agreement among Mr.

Hess and a sibling and others.

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• 1,008,402 shares held by a trust for the benefit of Mr.

sibling, of which Mr.

Hess’ sibling, of which Mr.

Hess has sole voting and shared dispositive power.

222,783 shares held by trusts as to which Mr.

Hess has sole voting power and 2,060,484 shares held by three limited liability companies as to which Mr.

• 1,859,006 shares held by two limited liability companies as to which Mr.

Hess has sole voting power.

These shares (representing 0.7% of Hess common stock outstanding) have been pledged by the trusts.

Hess is not a trustee of these trusts and has no financial or economic interest in the shares pledged by the trusts.

These shares (representing 0.6% of Hess common stock outstanding) have been pledged by the limited liability companies.

Equity Compensation Plan Information

See Equity Compensation Plan Information in Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities for information pertaining to securities authorized for issuance under our equity compensation plan.

Certain Relationships and Related Party Transactions and Director Independence

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The Sponsors obtained their Class A Shares of the Company, Class B Shares of the Company and Class B Units of the Partnership on December 16, 2019 at the closing of the Restructuring.

On October 22, 2023, Hess entered into an Agreement and Plan of Merger (the “Chevron Merger Agreement”) with Chevron Corporation (“Chevron”) and Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”).

The Chevron Merger Agreement provides that, among other things and subject to the terms and conditions of the Chevron Merger Agreement, Merger Subsidiary will be merged with and into Hess, with Hess surviving and continuing as the surviving corporation in the merger as a direct, wholly-owned subsidiary of Chevron (such transaction, the “Chevron Merger”).

The Chevron Merger is subject to shareholder and regulatory approvals and other closing conditions.

Upon consummation of the proposed transaction, Chevron will acquire Hess’ 37.8% ownership in the Company, including its right to appoint four directors to the Company’s Board.

The Company’s contract structure remains in place.

Distributions and Payments to the Sponsors and Their Affiliates

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Repurchase Transactions

Pursuant to the repurchase transactions, the Sponsors received an aggregate purchase price of $750 million in 2021 and $400 million in 2022 in exchange for the Partnership’s repurchase of 15,625,000 Class B Units and 13,559,322 Class B Units, respectively, from each Sponsor.

Pursuant to the repurchase transactions, the Sponsors received an aggregate purchase price of $750 million in 2021, $400 million in 2022 and $400 million in 2023 in exchange for the Partnership’s repurchase of 31,250,000 Class B Units, 13,559,322 Class B Units and 13,641,165 Class B Units, respectively.

The Restructuring

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Amended Omnibus Agreement

employees and contractors, subcontractors or other outside personnel engaged by Hess and its subsidiaries to the extent such employees and outside personnel perform operational and administrative services for us in support of our directly and indirectly owned assets, plus a specified percentage markup of such amount depending on the type of service provided, as well as an allocable share of direct costs of providing these services.

In connection with the Restructuring, we amended and restated our omnibus agreement by entering into the amended omnibus agreement under which we pay Hess on a monthly basis an amount equal to the total allocable costs of Hess’ employees and contractors, subcontractors or other outside personnel engaged by Hess and its subsidiaries to the extent such employees and outside personnel perform operational and administrative services for us in support of our directly and indirectly owned assets, plus a specified percentage markup of such amount depending on the type of service provided, as well as an allocable share of direct costs of providing these services.

The Sponsors will be obligated to reimburse us for certain matters, claims and losses arising from the ownership of assets, including certain environmental and tax liabilities, rights of way and real property losses.

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On a monthly basis, Hess Midstream GP LLC pays a secondment fee to Hess that is intended to cover and reimburse Hess for the total costs actually incurred by Hess and its affiliates in connection with employing the seconded employees to the extent such total costs are attributable to the provision of services with respect to our direct and indirect assets and operations.

Hess determines in good faith the percentage of the costs that are attributable to the services provided by the seconded employees based on Hess’

then-current corporate transfer pricing policies, as generally applied in a non-discriminatory manner, or based on such other reasonable cost allocation methodology as Hess shall determine.

Hess determines in good faith the percentage of the costs that are attributable to the services provided by the seconded employees based on Hess’ then-current corporate transfer pricing policies, as generally applied in a non-discriminatory manner, or based on such other reasonable cost allocation methodology as Hess shall determine.

We reimburse Hess Midstream GP LLC for the cost of the secondment fee payable by Hess Midstream GP LLC under the amended employee secondment agreement.

Amended Registration Rights Agreement

In connection with the Restructuring, we amended and restated our registration rights agreement by entering into the amended registration rights agreement with Hess and GIP pursuant to which we granted each of Hess and GIP and certain of their affiliates certain demand and “piggyback”

registration rights.

Under the amended registration rights agreement, each of Hess and GIP and certain of their affiliates generally has the right to require us to file a registration statement for the public sale of all of the Class A Shares received, pursuant to our partnership agreement, in exchange for the Partnership’s Class B Units and the Company’s Class B Shares owned by them.

In addition, if we sell any Class A Shares in a registered underwritten offering, each of Hess and GIP and certain of their affiliates will have the right, subject to specified limitations, to include their Class A Shares in that offering.

We will generally pay all expenses relating to any demand or piggyback registration, except for underwriters or brokers’

commission or discounts and expenses of counsel or advisors to the selling holders of registrable securities.

We will generally pay all expenses relating to any demand or piggyback registration, except for underwriters or brokers’ commission or discounts and expenses of counsel or advisors to the selling holders of registrable securities.

Commercial agreements

Oil and Gas Commercial Agreements

We have entered into long‑term, fee‑based commercial agreements with Hess, each of which has an initial 10‑year term (except for a certain gathering subsystem, for which the initial term of the gas gathering agreement is 15 years) and is dated effective January 1, 2014.

On December 30, 2020, we exercised our renewal option to extend these commercial agreements for one additional 10‑year term through December 31, 2033 (except for a certain gathering subsystem, for which the additional term of the gas gathering agreement is 5 years).

These agreements include dedications covering substantially all of Hess’

existing and future owned or controlled production in the Bakken, minimum volume commitments, inflation escalators and fee recalculation mechanisms, all of which are intended to provide us with cash flow stability and growth, as well as downside risk protection.

These agreements include dedications covering substantially all of Hess’ existing and future owned or controlled production in the Bakken, minimum volume commitments, inflation escalators and fee recalculation mechanisms, all of which are intended to provide us with cash flow stability and growth, as well as downside risk protection.

Under these commercial agreements, we provide gathering, compression, processing, fractionation, storage, terminaling, loading and transportation services to Hess, and Hess is obligated to provide us with minimum volumes of crude oil, natural gas and NGLs.

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Compressed Natural Gas Agreement

We have entered into a 9‑year compressed natural gas agreement with Hess under which Hess delivers residue gas to us at the inlet of our CNG terminal at the Tioga Gas Plant, and we receive and compress the residue gas and deliver CNG to the tailgate of the CNG terminal for Hess.

Hess pays us a fee per Mcf of CNG we deliver to Hess each month.

Our compressed natural gas agreement is dated effective January 1, 2015.

Our compressed natural gas agreement is effective January 1, 2015.

Water Services Agreements

Effective January 1, 2019, we entered into two 14-year water services agreements with an affiliate of Hess pursuant to which we provide produced water transport, including gathering, and disposal services to Hess at an agreed-upon fee per barrel of water delivered each month to us, subject to inflation escalators.

One of the water services agreements covers volumes produced north of the Missouri River (the “NOR Agreement”) and the other agreement covers volumes produced south of the Missouri River (the “SOR Agreement”).

Both water services agreements require Hess to deliver to us all produced water that is produced from the Bakken and Three Forks formations on oil and gas properties located in specified dedication areas north and south of the Missouri River in North Dakota, subject to customary exclusions, reservations and conflicting dedications.

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The disposal service fee recalculation mechanism, in contrast, may be adjusted annually only by the applicable inflation escalator, which shall not exceed 3% for any given year.

The initial term for the water services agreements is 14 years and we have the unilateral right to extend the water services agreements for one additional 10‑year term.

Thereafter, the water services agreements will renew for successive yearly periods unless terminated by either party.

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(iii) the terms available to unrelated third parties entering into similar transactions;

(iv) the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, shareholder, member or executive officer);

(v) the availability of other sources for comparable products or services;

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Please see Item 10.

Directors, Executive Officers and Corporate Governance for information on director independence required by Item 407(a) of Regulation S‑K.

Principal Account ing Fees and Services

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Audit-Related Fees are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

The audit committee of our board of directors has the sole authority to (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm and (iii) pre‑approve any non‑audit services and tax services to be rendered by our independent registered public accounting firm.

For the year ended December 31, 2023, the audit committee of the board of directors of our general partner approved 100% of the fees for the services described above.

The audit committee of our board of directors has approved the appointment of Ernst &Young LLP as independent registered public accounting firm to conduct the audit of the Company’s consolidated financial statements for the year ended December 31, 2023.

Exhibits AND Financial Statement Schedules

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Exhibit Description

Partnership Restructuring Agreement, dated as of October 3, 2019, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, Hess Infrastructure Partners LP, Hess Infrastructure Partners GP LLC, Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, Hess Midstream New Ventures II, LLC, Hess Investments North Dakota LLC, GIP II Blue Holding Partnership, L.P., and Hess Infrastructure Partners Holdings LLC (incorporated by reference herein to Exhibit 2.1 to the Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on October 4, 2019)

Agreement and Plan of Merger, dated as of October 3, 2019, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Infrastructure Partners GP LLC, Hess Midstream LP, Hess Midstream GP LP, and Hess Midstream New Ventures II, LLC (incorporated by reference herein to Exhibit 2.2 to the Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on October 4, 2019)

Certificate of Limited Partnership of Hess Midstream LP, dated as of September 27, 2019 ( incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (File No.

333-234095) filed on October 4, 2019)

Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, dated as of December 16, 2019 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B (File No.

001-39163) filed on December 17, 2019)

Amendment and Restatement Agreement dated as of July 14, 2022, among Hess Midstream LP, Hess Midstream Operations LP, JPMorgan Chase Bank, N.A.

and the other parties thereto (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15, 2022)

Indenture, dated as of December 16, 2019, by and among Hess Midstream Operations LP, Wells Fargo Bank, National Association, as trustee and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.2 to Predecessor’s Current Report on Form 8-K (File No.

and the other parties thereto (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15, 2022)

001-38050) filed on December 16, 2019)

Indenture, dated as of December 10, 2019, by and between Hess Midstream Partners LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference herein to Exhibit 4.1 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 10, 2019)

Indenture, dated as of November 22, 2017, by and among Hess Infrastructure Partners LP, Hess Infrastructure Partners Finance Corporation, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.3 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

First Supplemental Indenture, dated November 1, 2019 to the Indenture, dated as of November 22, 2017, by and among Hess Infrastructure Partners LP, Hess Infrastructure Partners Finance Corporation, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.4 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference hereinto Exhibit 4.5 to Predecessor’s Current Report on Form 8-K (File No.

Second Supplemental Indenture, dated December 16, 2019 to the Indenture, dated as of November 22, 2017, by and among Hess Midstream Operations LP, Hess Infrastructure Partners LP, Hess Infrastructure Partners Finance Corporation, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference hereinto Exhibit 4.5 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

First Supplemental Indenture, dated December 16, 2019 to the Indenture, dated as of December 10, 2019, by and among Hess Midstream Operations LP, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.6 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

Indenture, dated as of August 5, 2021, by and among Hess Midstream Operations LP, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021)

Indenture, dated as of April 8, 2022, by and among Hess Midstream Operations LP, certain guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 8, 2022).

Description of Class A Shares (incorporated by reference herein to Exhibit 99.1 to the Company’s Current Report on Form 8-K12B (File No.

001-39163) filed on December 17, 2019)

Amended and Restated Omnibus Agreement, dated December 16, 2019, by and among Hess Corporation, Hess Infrastructure Partners GP LLC, Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, Hess Midstream Operations LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, and, for the limited purposes specified therein, Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P.

(incorporated by reference herein to Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

Amended and Restated Employee Secondment Agreement, dated as of December 16, 2019, by and among Hess Corporation, Hess Trading Corporation, Hess Midstream GP LP, Hess Midstream GP LLC, and, for the limited purposes specified therein, Hess Midstream Partners GP LP, and Hess Midstream Partners GP LLC (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B (File No.

001-39163) filed on December 17, 2019)

Amended and Restated Registration Rights Agreement, dated December 16, 2019, by and among Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P.

(incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K12B (File No.

001-39163) filed on December 17, 2019)

Third Amended and Restated Agreement of Limited Partnership of Hess Midstream Operations LP (formerly known as Hess Midstream Partners LP), dated as of December 16, 2019 (incorporated by reference herein to Exhibit 3.2 to the Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

Hess Midstream LP 2017 Long Term Incentive Plan (incorporated by reference herein to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B (File No.

001-39163) filed on December 17, 2019)

Form of Phantom Unit Agreement (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2020 filed on May 7, 2020)

Second Amended and Restated Terminal and Export Services Agreement, effective as of January 1, 2014, by and between Hess Trading Corporation and Hess North Dakota Export Logistics LLC (incorporated by reference herein to Exhibit 10.8.1 to the Predecessor’s Registration Statement on Form S‑1 (File No.

333‑198896) filed on March 16, 2017).

Form of Phantom Unit Agreement (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2020 filed on May 7, 2020)

Second Amended and Restated Terminal and Export Services Agreement, effective as of January 1, 2014, by and between Hess Trading Corporation and Hess North Dakota Export Logistics LLC

Storage Services Agreement, effective as of January 1, 2014, by and between Solar Gas, Inc.

and Hess Mentor Storage LLC (incorporated by reference herein to Exhibit 10.9 to the Predecessor’s Registration Statement on Form S‑1 (File No.

333‑198896) filed on March 16, 2017).

Amended and Restated Crude Oil Gathering Agreement, effective as of January 1, 2014, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.10 to the Predecessor’s Registration Statement on Form S‑1 (File No.

333‑198896) filed on March 16, 2017).

Second Amended and Restated Gas Processing and Fractionation Agreement effective as of January 1, 2014 by and between Hess Trading Corporation and Hess Bakken Processing LLC (Incorporated by reference herein to Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on September 21, 2018).

Second Amended and Restated Gas Gathering Agreement effective as of January 1, 2014 by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.2 to the Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on September 21, 2018).

and Hess Mentor Storage LLC

Amended and Restated Crude Oil Gathering Agreement, effective as of January 1, 2014, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC

Second Amended and Restated Gas Processing and Fractionation Agreement effective as of January 1, 2014 by and between Hess Trading Corporation and Hess Bakken Processing LLC

Second Amended and Restated Gas Gathering Agreement effective as of January 1, 2014 by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC

Amendment No.

1 to Second Amended and Restated Gas Processing and Fractionation Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess Bakken Processing LLC (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2020)

Amendment No.

1 to Second Amended and Restated Terminal and Export Services Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Export Logistics LLC (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 23, 2020)

Amendment No.

1 to Amended and Restated Crude Oil Gathering Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 23, 2020)

Amendment No.

1 to Second Amended and Restated Gas Gathering Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 23, 2020)

Unit Repurchase Agreement, dated as of March 29, 2022, by and among Hess Midstream Operations LP, Hess Midstream LP, Hess Investments North Dakota LLC and GIP II Blue Holding, L.P.

(incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2022)

Unit Repurchase Agreement, dated as of November 13, 2023, by and among Hess Midstream Operations LP, Hess Midstream LP, Hess Investments North Dakota LLC and GIP II Blue Holding, L.P.

(incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2023)

Subsidiaries of Hess Midstream LP

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Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Hess Midstream LP Compensation Recovery Policy

Inline XBRL Instance Document

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase Document

Inline XBRL Labels Linkbase Document

Inline XBRL Presentation Linkbase Document

Inline XBRL Definition Linkbase Document

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Confidential treatment has been granted for certain portions of this exhibit pursuant to a confidential treatment order granted by the Securities and Exchange Commission.

Such provisions have been omitted and filed separately with the Securities and Exchange Commission.

Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential.

# Compensatory plan or arrangement.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures