What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 143 added, 133 removed, 458 unchanged (38% of the section changed)

Financial Statements

September 30,

(in millions, except share amounts)

3 unchanged sentences

Accounts receivable—affiliate

Prepaid insurance

Other current assets

17 unchanged sentences

Class A shares ( 129,378,474 shares issued and outstanding as of

June 30, 2025;

September 30, 2025;

104,086,900 shares issued and outstanding

1 unchanged sentence

Class B shares ( 78,283,296 shares issued and outstanding as of

June 30, 2025;

September 30, 2025;

113,927,226 shares issued and outstanding as of

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions, except per share data)

28 unchanged sentences

Distributions - $ 0.7012 per share

Recognition of deferred tax asset

Deferred tax asset

Sale of shares held by Sponsors

4 unchanged sentences

Distributions - $ 0.7098 per share

Recognition of deferred tax asset

Deferred tax asset

Sale of shares held by Sponsors

2 unchanged sentences

Balance at June 30, 2025

Equity-based compensation

Distributions - $ 0.7370 per share

Deferred tax asset

Share and unit repurchases

Transaction costs

Balance at September 30, 2025

Balance at December 31, 2023

1 unchanged sentence

Distributions - $ 0.6343 per share

Recognition of deferred tax asset

Deferred tax asset

Sale of shares held by Sponsors

4 unchanged sentences

Distributions - $ 0.6516 per share

Recognition of deferred tax asset

Deferred tax asset

Sale of shares held by Sponsors

2 unchanged sentences

Balance at June 30, 2024

Equity-based compensation

Distributions - $ 0.6677 per share

Deferred tax asset

Sale of shares held by Sponsors

Share and unit repurchases

Transaction costs

Balance at September 30, 2024

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

CONSOLIDATED S TATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

41 unchanged sentences

Unless the context otherwise requires, references in this report to the “Company,” “we,” “our,” “us” or like terms, refer to Hess Midstream LP and its subsidiaries.

References to “Sponsor” or “Sponsors” refer to Hess Corporation (“Hess”) and GIP II Blue Holding, L.P.

(“GIP”) when referring to periods prior to May 30, 2025, Hess from May 30, 2025 to July 17, 2025, and Chevron Corporation (“Chevron”) from July 18, 2025 to present.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at June 30, 2025 and December 31, 2024, the consolidated results of operations for the three and six months ended June 30, 2025 and 2024, and the consolidated cash flows for the six months ended June 30, 2025 and 2024.

References to “Sponsor” or “Sponsors” refer to (a) Hess Corporation (“Hess”) and GIP II Blue Holding, L.P.

(“GIP”) when referring to periods prior to May 30, 2025, (b) Hess from May 30, 2025 to July 17, 2025, and (c) Chevron from July 18, 2025 to present.

As used in this report, the term “Chevron” may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole.

All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at September 30, 2025 and December 31, 2024, the consolidated results of operations for the three and nine months ended September 30, 2025 and 2024, and the consolidated cash flows for the nine months ended September 30, 2025 and 2024.

The Company has no items of other comprehensive income (loss);

10 unchanged sentences

We currently do not have any independent assets or operations other than our interest in the Partnership.

At June 30, 2025, our noncontrolling interest represents an approximate 37.6 % interest in the Partnership retained by our Sponsors (December 31, 2024:

At September 30, 2025, our noncontrolling interest represents an approximate 37.7 % interest in the Partnership retained by our Sponsor (December 31, 2024:

On May 30, 2025, GIP sold all of its limited partner interests in the Partnership and no longer holds a direct or indirect ownership interest in the Company, the Partnership or our general partner.

See Note 2, Equity Transactions for more details.

On July 18, 2025, Hess and Chevron completed the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of October 22, 2023 (the “Merger”).

As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns an approximate 37.8 % interest in the Company on a consolidated basis.

See Note 2, Equity Transactions and Note 12, Subsequent Events for more details.

There were no changes to our existing commercial agreements with Hess or our existing partnership agreement as a result of the Merger or GIP’s departure.

As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns each of the following:

• 100 % of the limited liability company interests in Hess Infrastructure Partners GP LLC, the sole member of the general partner of our general partner;

• 100 % of the limited liability company interests in Hess Midstream GP LLC, the general partner of our general partner;

• 100 % of the partnership interests in Hess Midstream GP LP, our general partner;

• 100 % of the limited liability company interests in Hess Investments North Dakota LLC (“HINDL”), the holder of 449,000 Class A shares representing limited partner interests in the Company (“Class A Shares”) and all of the issued and outstanding Class B shares representing limited partner interests in the Company (“Class B Shares”) and Class B units representing limited partner interests in the Partnership (“Class B Units”), which Class B Shares and Class B Units together are exchangeable into Class A Shares and, together with HINDL’s Class A Shares, collectively represent an approximate 37.9 % interest in the Company on a consolidated basis.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Throughout this filing and depending on the context, we make references to Chevron, as Chevron, following the completion of the Merger, is our Sponsor and indirectly wholly owns our general partner.

Our historical commercial, omnibus and employee secondment agreements with Hess remain in effect subsequent to the Merger, and we refer to Chevron as the counterparty to these agreements, as Chevron currently wholly owns the Hess entities that are counterparties to these agreements.

New Accounting Pronouncements

3 unchanged sentences

The ASU will be effective for the Company for the year ending December 31, 2025.

We do not expect this ASU to have a material impact on our consolidated financial statements.

We do not expect this ASU to have a material impact on our consolidated financial statements or disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

We are currently evaluating the impact of this new ASU on our consolidated financial statements.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Equity Transactions

Equity Offering Transactions

On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A Shares representing limited partner interests (the “Class A Shares”), inclusive of the underwriter’s option to purchase up to 1,500,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 32.83 per Class A Share.

On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A Shares, inclusive of the underwriter’s option to purchase up to 1,500,000 additional Class A Shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 32.83 per Class A Share.

GIP received net proceeds from the offering of approximately $ 377.5 million.

2 unchanged sentences

GIP received net proceeds from the offering of approximately $ 391.3 million.

On September 20, 2024, GIP sold an aggregate of 12,650,000 of our Class A Shares, inclusive of the underwriter’s option to purchase up to 1,650,000 additional Class A Shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 35.12 per Class A Share.

GIP received net proceeds from the offering of approximately $ 444.3 million.

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares in an underwritten public offering at a price of $ 39.45 per Class A Share, less underwriting discounts.

3 unchanged sentences

GIP received net proceeds from the offering of approximately $ 553.7 million, after deducting underwriting discounts.

As of the closing of this offering, GIP no longer holds a direct or indirect ownership interest in any of the Company, the Partnership or our general partner.

As of the closing of the offering, GIP no longer held a direct or indirect ownership interest in any of the Company, the Partnership or our general partner.

The Company did no t receive any proceeds in the above equity offering transactions.

The above equity offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors.

The Class A Shares sold in the offerings were obtained by GIP by exchanging to us the respective number of their Class B units representing limited partner interests in the Partnership (the “Class B Units”), together with an equal number of Class B shares representing limited partner interests in the Company (the “Class B Shares”) held by the Company’s general partner.

As a result, the total number of Class A and Class B Shares did not change.

The Class A Shares sold in the offerings were obtained by GIP by exchanging to us a corresponding number of Class B Units held by GIP, together with an equal number of Class B Shares held by the Company’s general partner.

As a result, the total number of the Company’s Class A Shares and Class B Shares did not change.

The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 1, Basis of Presentation .

As a result of the equity offering transactions described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 44.9 million during the six months ended June 30, 2025 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

During the six months ended June 30, 2024, we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $ 2.5 million and decreasing the carrying amount of noncontrolling interest by an equal amount.

As a result of the equity offering transactions described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 44.9 million during the nine months ended September 30, 2025 (nine months ended September 30, 2024:

$ 8.6 million) and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Class B Unit Repurchases

5 unchanged sentences

The purchase price per Class B Unit was $ 36.71 , the closing price of the Class A Shares on June 24, 2024.

On September 9, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 2,823,262 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

The repurchase transaction was consummated on September 11, 2024.

The purchase price per Class B Unit was $ 35.42 , the closing price of the Class A Shares on September 9, 2024.

On January 13, 2025, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 2,572,677 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

4 unchanged sentences

The purchase price per Class B Unit was $ 36.88 , the closing price of the Class A Shares on May 5, 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On August 4, 2025, the Company, the Partnership and our Sponsor entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsor 695,894 Class B Units for an aggregate purchase price of approximately $ 30.0 million.

The repurchase transaction was consummated on August 8, 2025.

The purchase price per Class B Unit was $ 43.11 , the closing price of the Class A Shares on August 4, 2025.

Pursuant to the terms of the unit repurchase agreements described above, immediately following each purchase of the Class B Units from the Sponsors, the Partnership cancelled the repurchased units, and the Company cancelled, for no consideration, an equal number of its Class B Shares.

Accelerated Share Repurchases

In May 2025, we repurchased $ 10.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution.

In the second quarter of 2025, we repurchased $ 10.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution.

Under the terms of the ASR, we paid $ 10.0 million in cash to the financial institution and received 267,532 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

Following the settlement of the ASR, the Company cancelled the repurchased Class A Shares, and the Partnership cancelled, for no consideration, an equal number of its Class A units.

In the third quarter of 2025, we repurchased $ 70.0 million of our publicly traded Class A Shares through an ASR transaction with a financial institution.

Under the terms of the ASR, we paid $ 70.0 million in cash to the financial institution and received 1,706,118 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

Following the settlement of the ASR transactions, the Company cancelled the repurchased Class A Shares, and the Partnership cancelled, for no consideration, an equal number of its Class A units representing limited partner interests in the Partnership.

The Class B Unit repurchase and ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility (see Note 6, Debt and Interest Expense ).

The Class B Unit repurchase and ASR transactions were accounted for in accordance with ASC 810, whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Class B Unit repurchase and ASR transactions were accounted for in accordance with Accounting Standards Codification 810, whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions.

The carrying amounts of the noncontrolling interest were adjusted to reflect the changes in the ownership interest with the difference between the amounts of consideration paid and the amounts by which the noncontrolling interest were adjusted recognized as a reduction in equity attributable to Class A shareholders.

Distributions to noncontrolling interest holders related to the 2024 repurchase transactions exceeded the noncontrolling interest’s carrying value resulting in a deficit balance as shown in the accompanying unaudited consolidated statement of changes in partners’ capital (deficit).

We incurred approximately $ 2.0 million of costs directly attributable to the repurchase transactions that were charged to equity during the six months ended June 30, 2025 (six months ended June 30, 2024:

We incurred approximately $ 2.9 million of costs directly attributable to the repurchase transactions that were charged to equity during the nine months ended September 30, 2025 (nine months ended September 30, 2024:

$ 2.4 million).

As a result of the equity offering, Class B Unit repurchase and ASR transactions described above, we also recognized an additional deferred tax asset of $ 306.7 million during the six months ended June 30, 2025 (six months ended June 30, 2024:

As a result of the equity offering, Class B Unit repurchase and ASR transactions described above, we also recognized an additional deferred tax asset of $ 305.0 million during the nine months ended September 30, 2025 (nine months ended September 30, 2024:

$ 329.8 million) related to the change in the temporary difference between the carrying amount and the tax basis of our investment in the Partnership.

The effect of recognizing the additional deferred tax asset was included in Class A shareholders’ equity balance in the accompanying unaudited consolidated statement of changes in partners’ capital (deficit) due to the transactions being characterized as transactions among or with shareholders.

See Note 12, Subsequent Events for description of the August 2025 Class A Share and Class B Unit repurchase transactions.

Related Party Transactions

1 unchanged sentence

Commercial Agreements

We have long-term fee-based commercial agreements with certain subsidiaries of Hess to provide (i) gas gathering, (ii) crude oil gathering, (iii) gas processing and fractionation, (iv) storage services, (v) terminaling and export services, and (vi) water handling services.

For the services performed under these commercial agreements, we receive a fee per barrel of crude oil, barrel of water, Mcf of natural gas, or Mcf equivalent of natural gas liquids (“NGLs”), as applicable, delivered during each month, and Hess is obligated to provide us with minimum volumes of crude oil, water, natural gas and NGLs.

Minimum volume commitments (“MVCs”) are equal to 80 % of Hess’ nominations in each development plan that apply on a three-year rolling basis such that MVCs are set for the three years following the most recent nomination.

We have long-term fee-based commercial agreements with certain subsidiaries of Chevron to provide (i) gas gathering, (ii) crude oil gathering, (iii) gas processing and fractionation, (iv) storage services, (v) terminaling and export services, and (vi) water handling services.

For the services performed under these commercial agreements, we receive a fee per barrel of crude oil, barrel of water, Mcf of natural gas, or Mcf equivalent of natural gas liquids (“NGLs”), as applicable, delivered during each month, and Chevron is obligated to provide us with minimum volumes of crude oil, water, natural gas and NGLs.

Minimum volume commitments (“MVCs”) are equal to 80 % of Chevron’s nominations in each development plan that apply on a three-year rolling basis such that MVCs are set for the three years following the most recent nomination.

Without our consent, the MVCs resulting from the nominated volumes for any quarter or year contained in any prior development plan cannot be reduced by any updated development plan unless dedicated production is released by us.

The applicable MVCs may, however, be increased as a result of the nominations contained in any such updated development plan.

If Hess fails to deliver its applicable MVCs during any quarter, then Hess will pay us a shortfall fee equal to the volume of the deficiency multiplied by the applicable fee.

If Chevron fails to deliver its applicable MVCs during any quarter, then Chevron will pay us a shortfall fee equal to the volume of the deficiency multiplied by the applicable fee.

PART I – FINANCIAL INFORMATION (CONT’D)

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except for the water services agreements and except for a certain gathering sub-system as described below, each of our commercial agreements with Hess has an initial 10 -year term effective January 1, 2014 (“Initial Term”).

Except for the water services agreements and except for a certain gathering sub-system as described below, each of our commercial agreements with Chevron had an initial 10 -year term effective January 1, 2014 (“Initial Term”).

For this gathering sub-system, the Initial Term is 15 years effective January 1, 2014 and for the water services agreements the Initial Term is 14 years effective January 1, 2019.

Each of our commercial agreements other than our storage services agreement includes an inflation escalator capped at 3 % in any calendar year and a fee recalculation mechanism that allows fees to be adjusted annually during the Initial Term for updated estimates of cumulative throughput volumes and our capital and operating expenditures in order to target a return on capital deployed over the Initial Term of the applicable commercial agreement (or, with respect to the crude oil services fee under our terminal and export services agreement, the 20 -year period commencing on the effective date of the agreement).

For certain crude oil gathering, terminaling, storage, gas processing and gas gathering commercial agreements with Hess, we exercised our renewal options to extend each of these commercial agreements for one additional 10 -year term (“Secondary Term”) effective January 1, 2024 through December 31, 2033.

For certain crude oil gathering, terminaling, storage, gas processing and gas gathering commercial agreements with Chevron, we exercised our renewal options to extend each of these commercial agreements for one additional 10 -year term (“Secondary Term”) effective January 1, 2024 through December 31, 2033.

There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options.

2 unchanged sentences

Consistent with the existing terms of the commercial agreements, during the Secondary Term of each of our commercial agreements other than our storage services agreement and terminal and export services agreement (with respect to crude oil terminaling services), the fee recalculation model under each applicable agreement is replaced by an inflation-based fee structure.

The initial fee for the first year of the Secondary Term is determined based on the average fees paid by Hess under the applicable agreement during the last three years of the Initial Term (with such fees adjusted for inflation through the first year of the Secondary Term).

For each year following the first year of the Secondary Term, the applicable fee is adjusted annually based on the percentage change in the consumer price index, provided that we may not increase any fee by more than 3 % in any calendar year solely by reason of an increase in the consumer price index, and no fee may ever be reduced below the amount of the applicable fee payable by Hess in the prior year as a result of a decrease in the consumer price index.

During the Secondary Term, MVCs continue to be set at 80 % of Hess’ nominated volumes in each development plan set three years in advance.

Except for the crude oil terminaling and water handling services, Hess is entitled to receive a credit, calculated in barrels or Mcf, as applicable, with respect to the amount of any shortfall fee paid by Hess and may apply such credit against any volumes delivered to us under the applicable agreement in excess of Hess’ nominated volumes during any of the following four quarters after such credit is earned, after which time any unused credits will expire.

The initial fee for the first year of the Secondary Term is determined based on the average fees paid by Chevron under the applicable agreement during the last three years of the Initial Term (with such fees adjusted for inflation through the first year of the Secondary Term).

For each year following the first year of the Secondary Term, the applicable fee is adjusted annually based on the percentage change in the consumer price index, provided that we may not increase any fee by more than 3 % in any calendar year solely by reason of an increase in the consumer price index, and no fee may ever be reduced below the amount of the applicable fee payable by Chevron in the prior year as a result of a decrease in the consumer price index.

During the Secondary Term, MVCs continue to be set at 80 % of Chevron’s nominated volumes in each development plan set three years in advance.

Except for the crude oil terminaling and water handling services, Chevron is entitled to receive a credit, calculated in barrels or Mcf, as applicable, with respect to the amount of any shortfall fee paid by Chevron and may apply such credit against any volumes delivered to us under the applicable agreement in excess of Chevron’s nominated volumes during any of the following four quarters after such credit is earned, after which time any unused credits will expire.

The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are recorded as deferred revenue and recognized as revenue as the credits are utilized or expire .

At June 30, 2025, deferred revenue included in Accrued liabilities in the accompanying unaudited consolidated balance sheet was $ 1.8 million (December 31, 2024:

At September 30, 2025, deferred revenue included in Accrued liabilities in the accompanying unaudited consolidated balance sheet was $ 1.8 million (December 31, 2024:

$ 2.6 million ).

Revenues attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes contracted with Hess and delivered to us under these agreements, for the three and six months ended June 30, 2025 and June 30, 2024 were 98 % for all periods.

Revenues attributable to our fee‑based commercial agreements with Chevron, including revenues from third‑party volumes contracted with Chevron and del ivered to us under these agreements, for the three and nine months ended September 30, 2025 were 96 % and 97 % , respectively, compared with 98 % for both the three and nine months ended September 30, 2024.

In 2023, we began providing fee-based services directly to third-party customers.

4 unchanged sentences

Revenues from contracts with customers, including affiliate services and third-party services, on a disaggregated basis are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

10 unchanged sentences

These pass-through revenues are included in Affiliate services, and the related pass-through costs are included in Operating and maintenance expenses in the accompanying unaudited consolidated statements of operations.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

2 unchanged sentences

Omnibus and Employee Secondment Agreements

Under our omnibus and employee secondment agreements, Hess provides substantial operational and administrative services to us in support of our assets and operations.

For the three and six months ended June 30, 2025 and 2024 , we had the following charges from Hess included in the Operating and maintenance expenses and General and administrative expenses in the accompanying unaudited consolidated statement of operations.

Under our omnibus and employee secondment agreements, Chevron provides substantial operational and administrative services to us in support of our assets and operations.

For the three and nine months ended September 30, 2025 and 2024, we had the following charges from Chevron included in Operating and maintenance expenses and General and administrative expenses in the accompanying unaudited consolidated statement of operations.

The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

5 unchanged sentences

LM4 Agreements

Separately from our commercial agreements with Hess, we entered into a gas processing agreement with Little Missouri 4 (“LM4”), a 50 / 50 joint venture with Targa Resources Corp., under which we pay a processing fee per Mcf of natural gas and reimburse LM4 for our proportionate share of electricity costs.

Separately from our commercial agreements with Chevron, we entered into a gas processing agreement with Little Missouri 4 (“LM4”), a 50 / 50 joint venture with Targa Resources Corp., under which we pay a processing fee per Mcf of natural gas and reimburse LM4 for our proportionate share of electricity costs.

These processing fees are included in Operating and maintenance expenses in the accompanying unaudited consolidated statements of operations.

In addition, we share profits and losses and receive distributions from LM4 under the LM4 amended and restated limited liability company agreement based on our ownership interest.

For the three and six months ended June 30, 2025 and 2024, we had the following activity related to our agreements with LM4:

Three Months Ended June 30,

Six Months Ended June 30,

For the three and nine months ended September 30, 2025 and 2024, we had the following activity related to our agreements with LM4:

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

5 unchanged sentences

Estimated useful lives

June 30, 2025

September 30, 2025

December 31, 2024

19 unchanged sentences

Accrued liabilities are as follows:

June 30, 2025

September 30, 2025

December 31, 2024

12 unchanged sentences

The Partnership redeemed the 2026 Notes on March 5, 2025, and recognized an extinguishment loss of approximately $ 2.0 million included in Interest expense, net in the accompanying unaudited consolidated statements of operations.

As of June 30, 2025, the Partnership had:

As of September 30, 2025, the Partnership had:

• $ 400.0 million aggregate principal amount of 5.500 % fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors.

8 unchanged sentences

Interest is payable semi‑annually on March 1 and September 1 .

The notes described above are guaranteed by certain subsidiaries of the Partnership.

Each of the indentures for the senior unsecured notes described above contains customary covenants that restrict our ability and the ability of our restricted subsidiaries to (i) declare or pay any dividend or make any other restricted payments;

(ii) transfer or sell assets or subsidiary stock;

(iii) incur additional debt;

or (iv) make restricted investments, unless, at the time of and immediately after giving pro forma effect to such restricted payments and any related incurrence of indebtedness or other transactions, no default has occurred and is continuing or would occur as a consequence of such restricted payment and if the leverage ratio (as defined in the indentures) does not exceed 4.25 to 1.00.

As of June 30, 2025, the Partnership was in compliance with all debt covenants under the indentures.

Each of the indentures for the senior unsecured notes described above contains covenants that the Partnership considers to be customary.

On July 24, 2025 (the “Investment Grade Rating Date”), the Partnership received an investment grade rating from S&P Global Ratings (“S&P”).

S&P assigned a rating of ‘BBB-’ to the Partnership’s unsecured debt and raised the Partnership’s issuer level credit rating to ‘BBB-’, with a stable outlook.

As a result of this investment grade rating, the Partnership is not required to comply with certain restrictive covenants set forth in the unsecured notes indentures, including those related to (i) declaring or paying any dividend or making any other restricted payments;

(ii) transfer or sale of assets or subsidiary stock;

(iii) incurrence of additional debt;

(iv) restricted investments;

and (v) affiliate transactions.

As of September 30, 2025, the Partnership was in compliance with all debt covenants under the indentures.

In addition, the covenants included in the indentures governing the senior unsecured notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indenture, as long as any such financial information of the Company contains information reasonably sufficient to identify the material differences, if any, between the financial information of the Company, on the one hand, and the Partnership and its subsidiaries on a stand-alone basis, on the other hand, and the Company does not directly own capital stock of any person other than the Partnership and its subsidiaries, or material business operations that would not be consolidated with the financial results of the Partnership and its subsidiaries.

5 unchanged sentences

Credit Facilities

As of June 30, 2025 , the Partnership had $ 1.4 billion senior secured credit facilities (the “Credit Facilities”) consisting of a $ 1.0 billion five-year revolving credit facility and a $ 400.0 million five‑year Term Loan A facility.

As of September 30, 2025 , the Partnership had $ 1.4 billion senior unsecured credit facilities (the “Credit Facilities”) consisting of a $ 1.0 billion five-year revolving credit facility and a $ 400.0 million five‑year Term Loan A facility.

The Credit Facilities mature in July 2027 .

Facility fees accrue on the total capacity of the revolving credit facility.

Borrowings under the five-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin that ranged from 1.65 % to 2.55 %, while the applicable margin for the five‑year syndicated revolving credit facility ranged from 1.375 % to 2.050 %.

Pricing levels for the facility fee and interest rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities).

As of June 30, 2025, borrowings of $ 273.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $ 375.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

Borrowings under the five-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin that, prior to the Investment Grade Rating Date, ranged from 1.65 % to 2.55 %, while the applicable margin for the five‑year syndicated revolving credit facility ranged from 1.375 % to 2.050 %.

As a result of the investment grade rating, on and after the Investment Grade Rating Date, borrowings under the Partnership’s five-year Term Loan A facility bear interest at SOFR plus the applicable margin ranging from 1.10 % to 1.85 %, while the applicable margin for the five-year syndicated revolving credit facility ranges from 1.00 % to 1.60 %.

On and after the Investment Grade Rating Date, pricing levels for the facility fee and interest rate margins are based on the Partnership’s Designated Rating (as defined in the Credit Facilities) .

As of September 30, 2025, borrowings of $ 356.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $ 370.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes.

The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by first priority perfected liens on substantially all of the presently owned and after-acquired assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions.

The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter ( 5.50 to 1.00 during the specified period following certain acquisitions) and a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter (the “Secured Debt Financial Covenant”).

As of June 30, 2025, the Partnership was in compliance with these financial covenants.

On July 24, 2025, the Partnership received an investment grade credit rating from S&P Global Ratings (“S&P”).

See Note 12, Subsequent Events .

After the Investment Grade Rating Date, each of the guarantors was released from its obligations under the guarantee agreement, each of the loan parties was released from its obligations under the security documents to which it was a party and all liens granted to the administrative agent by the loan parties on any collateral were released.

Additionally, after the Investment Grade Rating Date, the covenant that requires the Partnership to maintain a ratio of secured debt to Consolidated EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter fell away.

The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to Consolidated EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter ( 5.50 to 1.00 during the specified period following certain acquisitions).

As of September 30, 2025, the Partnership was in compliance with this financial covenant.

Fair Value Measurement

At June 30, 2025, our total debt had a carrying value of $ 3,714.4 million and had a fair value of approximately $ 3,752.2 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and revolving credit facility at June 30, 2025 , approximated their fair value.

At September 30, 2025, our total debt had a carrying value of $ 3,794.9 million and had a fair value of approximately $ 3,840.1 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and revolving credit facility at September 30, 2025 , approximated their fair value.

Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

19 unchanged sentences

August 14, 2025

Third Quarter 2025 (1)

November 6, 2025

November 14, 2025

(1) For more information, see Note 12, Subsequent Events.

8 unchanged sentences

Diluted earnings per Class A Share are calculated using the “treasury stock method” or “if-converted method,” whichever is more dilutive.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions, except per share amounts)

4 unchanged sentences

Weighted average Class A shares outstanding:

For the three and six months ended June 30, 2025 , the weighted average number of Class A Shares outstanding included 8,518 and 21,154 d ilutive restricted shares, respectively, compared with 17,859 and 29,143 dilutive restricted shares for the three and six months ended June 30, 2024 , respectively.

For the three and nine months ended September 30, 2025 , the weighted average number of Class A Shares outstanding included 24,866 and 22,392 d ilutive restricted shares, respectively, compared with 30,413 and 29,566 dilutive restricted shares for the three and nine months ended September 30, 2024 , respectively.

Concentration of Credit Risk

As of June 30, 2025 and December 31, 2024, Hess and its affiliates represented 96 % and 97 % , respectively, of accounts receivable from contracts with customers.

Total revenues attributable to Hess for the three and six months ended June 30, 2025 and June 30, 2024 were 98 % for all periods.

As of both September 30, 2025 and December 31, 2024, Chevron and its affiliates represented approximately 97 % of accounts receivable from contracts with customers.

Total revenues attributable to Chevron for the three and nine months ended September 30, 2025 were 96 % and 97 % , respectively, compared with 98 % of revenues for both the three and nine months ended September 30, 2024 .

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments and Contingencies

4 unchanged sentences

Remediation infrastructure was put in place and remediation and monitoring is ongoing.

As of June 30, 2025 our reserves for all estimated remediation liabilities, inclusive of the produced water release above, were $ 1.4 million in Accrued liabilities and $ 1.4 millio n in Other noncurrent li abilities , each in the accompanying unaudited consolidated balance sheet, compared with $ 1.9 million and $ 1.4 million, respectively, as of December 31, 2024.

As of September 30, 2025 our reserves for all estimated remediation liabilities, inclusive of the produced water release above, were $ 1.4 million in Accrued liabilities and $ 1.3 millio n in Other noncurrent li abilities , each in the accompanying unaudited consolidated balance sheet, compared with $ 1.9 million and $ 1.4 million, respectively, as of December 31, 2024.

Legal Proceedings

4 unchanged sentences

Based on currently available information, we believe it is remote that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.

Accordingly, as of June 30, 2025 and December 31, 2024 , we did no t have material accrued liabilities for legal contingencies.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accordingly, as of September 30, 2025 and December 31, 2024 , we did no t have material accrued liabilities for legal contingencies.

Our operations are located in the United States and are organized into three reportable segments:

6 unchanged sentences

The CODM considers budget-to-current forecast and prior forecast-to-current forecast variances for Adjusted EBITDA on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following tables reflect certain financial data for each reportable segment:

4 unchanged sentences

(in millions)

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Revenues and other income

14 unchanged sentences

(in millions)

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Revenues and other income

17 unchanged sentences

(in millions)

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Revenues and other income

14 unchanged sentences

(in millions)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Revenues and other income

10 unchanged sentences

The following table presents a reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:

Three Months Ended June 30,

Six Months Ended June 30, 2024

Three Months Ended September 30,

Nine Months Ended September 30, 2024

(in millions)

10 unchanged sentences

Total assets for the reportable segments are as follows:

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

Total consolidated assets

(1) Includes investment in equity investees of $ 84.8 million as of June 30, 2025 and $ 87.0 million as of December 31, 2024 .

(1) Includes investment in equity investees of $ 84.5 million as of September 30, 2025 and $ 87.0 million as of December 31, 2024 .

Subsequent Events

On July 4, 2025, the One Big Beautiful Bill Act (“Act”) was enacted into law in the U.S., providing for significant changes to U.S.

Federal tax law.

Under GAAP, the impact of tax law changes is recognized in the period of enactment.

We are currently evaluating the impact of the new Act on our consolidated financial statements.

On July 18, 2025, Hess and Chevron completed the previously announced Merger contemplated by the Agreement and Plan of Merger, dated as of October 22, 2023.

As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns each of the following:

• 100 % of the limited liability company interests in Hess Infrastructure Partners GP LLC, the sole member of the general partner of our general partner;

• 100 % of the limited liability company interests in Hess Midstream GP LLC, the general partner of our general partner;

• 100 % of the partnership interests in Hess Midstream GP LP, our general partner;

• 100 % of the limited liability company interests in Hess Investments North Dakota LLC, the holder of 449,000 Class A Shares of the Company and all of the issued and outstanding Class B Shares of the Company and Class B Units of the Partnership, which together are exchangeable into Class A Shares and collectively represent an approximate 37.8 % interest in the Company on a consolidated basis.

On July 24, 2025 (the “Investment Grade Rating Date”), the Partnership received an investment grade rating from S&P.

S&P assigned a rating of ‘BBB-’ to the Partnership’s unsecured debt and raised the Partnership’s issuer level credit rating to ‘BBB-’, with a stable outlook.

As a result of this investment grade rating and subject to the satisfaction of certain customary conditions, the Partnership is not expected to be required to comply with certain restrictive covenants set forth in the unsecured notes indentures, including those related to (i) declaring or paying any dividend or make any other restricted payments;

(ii) transfer or sale of assets or subsidiary stock;

(iii) incurrence of additional debt;

(iv) restricted investments;

and (v) affiliate transactions.

Additionally, as a result of the investment grade rating, on and after the Investment Grade Rating Date, borrowings under the Partnership’s five-year Term Loan A facility are expected to bear interest at SOFR plus the applicable margin ranging from 1.00 % to 1.75 %, while the applicable margin for the five-year syndicated revolving credit facility is expected to range from 0.90 % to 1.50 %.

On and after the Investment Grade Rating Date, pricing levels for the facility fee and interest rate margins are based on the Partnership’s Designated Rating (as defined in the Credit Facilities).

Further, on and after the Investment Grade Rating Date, subject to certain customary conditions, each of the guarantors shall be automatically released from its obligations under the guarantee agreement, each of the loan parties shall be automatically released from its obligations under the security documents to which it is a party and all liens granted to the administrative agent by the loan parties on any collateral shall automatically be released.

Finally, on and after the Investment Grade Rating Date, the Secured Debt Financial Covenant shall fall away.

On July 28, 2025 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7370 per Class A Share for the quarter ended June 30, 2025.

The distribution represents an increase of $ 0.0272 per Class A Share for the second quarter of 2025 as compared with the first quarter of 2025.

The distribution will be payable on August 14, 2025 , to shareholders of record as of the close of business on August 7, 2025 .

On October 27, 2025 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7548 per Class A Share for the quarter ended September 30, 2025.

The distribution represents an increase of $ 0.0178 per Class A Share for the third quarter of 2025 as compared with the second quarter of 2025.

The distribution will be payable on November 14, 2025 , to shareholders of record as of the close of business on November 6, 2025 .

Simultaneously, the Partnership will make a distribution of $ 0.7548 per Class B Unit of the Partnership to our Sponsor.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On August 4, 2025, the Company, the Partnership and our Sponsor entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsor 695,894 Class B Units for an aggregate purchase price of approximately $ 30.0 million.

The repurchase transaction is expected to be completed on August 8, 2025.

The purchase price per Class B Unit is $ 43.11 , the closing price of the Class A Shares on August 4, 2025.

The unit repurchase transaction is expected to be funded using borrowings under the Partnership’s existing revolving credit facility (see Note 6, Debt and Interest Expense ).

On August 4, 2025, we entered into an ASR agreement with a financial institution to repurchase $ 70.0 million of our publicly traded Class A Shares.

Under the terms of the ASR, we agreed to make an upfront payment of $ 70.0 million in cash to the financial institution and expect an initial share delivery of 1,136,627 of Class A Shares on August 8, 2025, representing approximately 70 % of the expected Class A Share repurchases under the ASR agreement, based on the closing price of the Class A Shares on August 4, 2025.

Final share delivery is expected in the third quarter of 2025.

The total number of Class A Shares to ultimately be purchased by the Company under the ASR agreement will be based generally on the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction, subject to adjustments pursuant to the terms and conditions of the ASR agreement.

The repurchase of Class A Shares in the ASR is expected to be funded using borrowings under the Partnership’s existing revolving credit facility (see Note 6, Debt and Interest Expense ).

PART I – FINANCIAL INFORMATION (CONT’D)

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-Q

Item 1. Financial Statements