What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 80 added, 62 removed, 548 unchanged (21% of the section changed)

10 unchanged sentences

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

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, 2023.

The Attestation Report is included in Item 8.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which 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 .

During the three months ended December 31, 2024 , 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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He served as Chairman of the Board and Chief Executive Officer of Hess from 1995 until 2013.

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

Hess has served as a member of the board of directors of The Goldman Sachs Group, Inc.

since June 2024 and previously served as member of the board of directors of KKR & Co.

(formerly KKR & Co.

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We believe that Mr.

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.

Hess’ extensive experience in the energy industry, including his nearly 50-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.

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

Lee is an Investment Principal of GIP.

Lee is currently a Partner of GIP.

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

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Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation and in various financial roles with Pacific Enterprises Corporation.

Reddy currently serves on the board of directors of Overseas Shipholding Group Inc., and previously was a member of the board of directors of DCP Midstream, LLC from 2009 until 2017, and Paragon Offshore Plc from July 2014 until July 2017.

Reddy previously served on the board of directors of Overseas Shipholding Group, Inc.

from 2018 to 2024, DCP Midstream, LLC from 2009 until 2017, and Paragon Offshore Plc from 2014 until 2017.

We believe that Mr.

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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

Section 16(a) of the Securities Exchange Act of 1934 (the Act) requires directors and executive officers of our general partner, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our shares with the SEC and the NYSE, and to furnish us with copies of the forms they file.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors and executive officers of our general partner, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our shares with the SEC and the NYSE, and to furnish us with copies of the forms they file.

To our knowledge, based solely upon a review of the copies of such reports furnished to us and written representations of our officers and directors, during the year ended December 31, 2024, all Section 16(a) reports applicable to our officers and directors were filed on a timely basis.

Insider Trading Policy and Procedures

We have an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to all our personnel, including directors, officers, seconded employees, and other covered persons.

The policy also applies to the company to comply with all applicable federal and state securities laws when transacting in its securities.

We believe our insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and listing standards.

A copy of our insider trading policy was filed as Exhibit 19 to this annual report on Form 10-K.

Executive Compensation

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Rielly, Vice President

(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.

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

(2) Amount shown also reflects an incremental fair value of $284,539, resulting from the board of directors of GP LLC’s decision to modify the vesting date of all unvested phantom units held by Mr.

Stein to November 8, 2024, as permitted by our LTIP.

(3) 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.

Stein to December 2023, as permitted by our LTIP.

Grants of Plan-Based Awards for 2024

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(2) Amount shown also reflects an incremental fair value of $284,539, 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.

Stein to November 2024, as permitted by our LTIP.

Outstanding Equity Awards at Fiscal Year End

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• 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.

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

The phantom units vest on the first anniversary of the date of the grant.

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.

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The following table sets forth the beneficial ownership of shares of Hess Midstream LP as held by beneficial owners of 5% or more of the shares, by each of our current directors and named executive officers, and by all of our current directors and executive officers as a group.

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 19, 2025.

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GP LP, our general partner (4)

1555 Peachtree Street NE, Suite 1800

Atlanta, GA 30309

Tortoise Capital Advisors, L.L.C

6363 College Boulevard, Suite 100A

Overland Park, KS 66211

Goldman Sachs Asset Management

200 West Street

New York, NY 10282

ALPS Advisors, Inc.

1290 Broadway, Suite 1000

Denver, CO 80203

Directors/Named Executive Officers

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*Less than 1%.

(1) This information is as of February 19, 2025 for the named directors and executive officers and entities affiliated with the General Partner, and as of September 30, 2024 and December 31, 2024, respectively for the other beneficial owners.

(2) Class B Shares have no economic rights, but entitle the holder thereof to one vote for each Class B Unit in the Partnership held by such holder.

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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”).

In addition, BlackRock Portfolio Management LLC, a subsidiary of BlackRock Inc., may be deemed to share beneficial ownership of the securities beneficially owned by Blue Holding.

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.

The address for Hess Corporation is 1185 Avenue of the Americas, New York, NY 10036, and the address for our general partner and HINDL is 1501 McKinney Street, Houston TX 77010.

The address for each of the GIP Entities is c/o Global Infrastructure Investors II LLC, 1345 Avenue of the Americas, 30th Floor, New York, NY 10105.

The address for each of the GIP Entities is c/o Global Infrastructure Investors II LLC, c/o Global Infrastructure Management, LLC, 50 Hudson Yards, Fl.

18, New York, NY 10001.

(5) 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/A filed with the SEC on February 9, 2024, Invesco Ltd.

has sole voting and dispositive power over the Class A Shares.

This amount includes (y) 3,927,068 Class A Shares over which Invesco Ltd.

has sole voting power and (z) 3,852,099 Class A Shares over which Invesco Ltd.

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.

(6) Based on a Schedule 13G/A filed with the SEC on November 8, 2024, Goldman Sachs Asset Management, L.P.

(“Goldman Sachs”) has shared voting and dispositive power over the Class A Shares.

This amount includes (y) 5,250,344 Class A Shares over which Goldman Sachs has shared voting power and (z) 5,250,344 Class A Shares over which Goldman Sachs has shared dispositive power.

(7) Based on a Schedule 13G jointly filed with the SEC on February 13, 2025, ALPS Advisors, Inc.

(“AAI”) and Alerian MLP ETF have shared voting and dispositive power of the Class A Shares.

This amount includes (y) 20,104,557 Class A Shares over which AAI has shared voting power and (z) 20,104,557 Class A Shares over which AAI has shared dispositive power with a certain investment company that AAI acts as an investment adviser to.

Telesz, James K.

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These amounts also include 84,429 shares held in escrow under Hess Corporation’s Long‑term Incentive Plans for Mr.

Hess, 62,799 shares held in escrow under these plans for Mr.

Hill, 26,565 shares held in escrow under these plans for Mr.

Rielly, 8,286 shares held in escrow under these plans for Mr.

Gatling, 2,190 shares held in escrow under these plans for Mr.

Stein and 52,238 shares held in escrow under these plans for all executive officers and directors as a group.

Gatling and 218,853 shares held in escrow under these plans for all executive officers and directors as a group.

As to these shares, these individuals and the group have voting power but not dispositive power.

Holders of stock options do not have the right to vote or any other right of a stockholder with respect to shares of common stock underlying such options until they are exercised.

b) This amount includes 7,779,037 shares held by a charitable lead annuity trust established under the will of Leon Hess.

Hess has sole voting power over the stock held by this trust and shares dispositive power over such stock with other individuals.

c) This amount includes 8,817,802 shares held by a limited partnership.

b) This amount includes 7,067,802 shares held by a limited partnership.

Hess serves on the management committee of the general partner of this limited partnership and shares voting and dispositive power with respect to shares held by the limited partnership.

d) This amount includes 6,436,881 shares held by the Hess Foundation, Inc.

c) This amount includes 6,436,881 shares held by the Hess Foundation, Inc.

Hess is a director and as to which Mr.

Hess has sole voting power and shares dispositive power with certain other directors of the foundation.

e) This amount includes:

d) This amount includes:

• 187,083 shares owned directly by Mr.

• 28,753 shares held by a family limited liability company controlled by Mr.

Hess, as to which Mr.

Hess has sole voting power and dispositive power.

• 667,896 shares underlying options to purchase common stock, as to which Mr.

Hess has no voting or dispositive power until they are acquired upon exercise of the options.

• 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.

• 300,000 shares held by a limited liability company, for which Mr.

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• 6,328,638 shares held by Mr.

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

Hess’ siblings 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 706,273 shares of which he shares dispositive power pursuant to a shareholder’s agreement among Mr.

Hess and a sibling and others.

Hess has sole voting power and as to 706,273 shares of which he shares dispositive power pursuant to a shareholder’s agreements among, inter alia, Mr.

Hess and his siblings.

631,702 of these shares (representing approximately 0.2% of Hess common stock outstanding) have been pledged by certain of the trusts.

Hess has no financial or economic interest in the shares pledged by the trusts.

• 2,559,679 shares held by a trust established for the benefit of Mr.

Hess, as to which Mr., Hess has sole voting power.

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

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

Hess has no financial or economic interest in the shares pledged by the trusts.

• 28,753 shares held by a family limited liability company controlled by Mr.

Hess, as to which Mr.

Hess has sole voting power and dispositive power.

Equity Compensation Plan Information

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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.

On October 22, 2023, Hess entered into the Chevron Merger Agreement with Chevron and Merger Subsidiary.

On May 28, 2024, holders of a majority of Hess’ outstanding common stock voted to approve the Chevron Merger.

HGEL, a wholly‑owned subsidiary of Hess, is currently in arbitration relating to the applicability of the Stabroek ROFR contained in the operating agreement among HGEL and affiliates of Exxon Mobil Corporation and China National Offshore Oil Corporation.

The arbitration merits hearing about the applicability of the Stabroek ROFR to the Chevron Merger has been scheduled for May 2025, with a decision expected in the third quarter.

Hess cannot predict the date on which the Chevron Merger will be completed because it is subject to conditions beyond Hess’ control, including the outcome of the arbitration.

If the Chevron Merger is completed, 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.

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Principal Account ing Fees and Services

The table below sets forth the aggregate fees and expenses for professional services performed by our independent registered public accounting firm Ernst & Young LLP:

The table below sets forth the aggregate fees and expenses for professional services performed by PricewaterhouseCoopers LLP and Ernst & Young LLP, our independent registered public accounting firms, for the years ended December 31, 2024 and 2023, respectively.

Year Ended December 31,

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Audit Related Fees

Audit Fees for the fiscal years ended December 31, 2023 and 2022 were for professional services rendered for the audit of our annual financial statements and of our internal control over financial reporting, quarterly review of the financial statements included in our Quarterly Reports on Form 10-Q, comfort letters issued in connection with the underwritten public equity offerings, the 2022 repurchase transaction and issuance of senior unsecured notes and SEC related filings.

All Other Fees

Audit Fees for the fiscal years ended December 31, 2024 and 2023 were for professional services rendered for the audit of our annual financial statements and of our internal control over financial reporting, quarterly review of the financial statements included in our Quarterly Reports on Form 10-Q, comfort letters issued in connection with the underwritten public equity offerings and issuance of senior unsecured notes and SEC related filings.

Effective May 2024, we changed our independent registered public accounting firm from Ernst & Young LLP to PricewaterhouseCoopers LLP.

The fees for professional services seen above are for services rendered by PricewaterhouseCoopers LLP for the year ended December 31, 2024, and Ernst & Young LLP for the year ended December 31, 2023.

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, 2024.

For the years ended December 31, 2024 and 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 PricewaterhouseCoopers LLP as independent registered public accounting firm to conduct the audit of the Company’s consolidated financial statements for the year ended December 31, 2025.

Exhibits AND Financial Statement Schedules

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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)

Indenture, dated as of May 16, 2024, by and among Hess Midstream Operations LP, the Guarantors 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 May 16, 2024)

Indenture, dated as of February 12, 2025, by and among Hess Midstream Operations LP, the Guarantors 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 February 12, 2025)

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.

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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

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 10.7 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024)

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

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

and Hess Mentor Storage LLC (incorporated by reference herein to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024)

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 10.9 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024)

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 10.10 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024)

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 10.11 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024)

Amendment No.

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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 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)

Unit Repurchase Agreement, dated as of January 13, 2025, by and among Hess Midstream LP, Hess Midstream Operations 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 January 15, 2025)

Insider Trading Policy

Subsidiaries of Hess Midstream LP

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP

Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP

Power of Attorney (set forth on the signature page hereof)

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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

Hess Midstream LP Compensation Recovery Policy (incorporated by reference herein to Exhibit 97.1 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024)

Inline XBRL Instance Document

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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