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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-06 · 121 added, 105 removed, 353 unchanged (39% of the section changed)

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References to “Partnership” refer to Hess Midstream Operations LP.

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.

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.

This discussion contains forward‑looking statements that involve risks and uncertainties.

Our actual results could differ materially from those discussed below.

Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in our 2024 Annual Report.

Factors that could cause or contribute to such differences include, but are not limited to, those risk factors discussed in our 2024 Annual Report and risk factors included in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Organization.

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

Prior to May 30, 2025, the general partner of our general partner was owned 50/50 by affiliates of Hess and GIP.

Prior to May 30, 2025, GP LLC was owned 50/50 by affiliates of Hess and GIP.

As described below, as of the closing of the May 2025 GIP equity offering transaction, GIP no longer holds any Class A Shares of the Company or any Class B Units of the Partnership and no longer holds a direct or indirect ownership interest in GP LLC, our general partner, the Company, or the Partnership.

From May 30, 2025 to July 17, 2025, the general partner of our general partner was wholly owned by Hess.

From May 30, 2025 to July 17, 2025, GP LLC was wholly owned by Hess.

Chevron Merger.

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As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns 100% of the limited liability company interests in GP LLC, 100% of the partnership interests in our general partner, and an approximate 37.9% interest in the Company on a consolidated basis.

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.

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, following the completion of the Merger, Chevron wholly owns the Hess entities that are the counterparties to these agreements.

Operational Highlights.

In the third quarter of 2025, we completed the construction of a new compressor station.

The new station provides approximately 35 MMcf/d of installed capacity and can be expanded to provide an additional 35 MMcf/d in the future.

Equity Transactions.

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

The repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility.

On August 8, 2025, the Partnership purchased directly from the Sponsor 695,894 Class B Units for an aggregate purchase price of approximately $30.0 million.

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

The repurchase transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility.

PART I – FINANCIAL INFORMATION (CONT’D)

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares representing limited partner interests (the “Class A Shares”) in an underwritten public offering at a price of $39.45 per Class A Share, less underwriting discounts.

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

The Company did not receive any proceeds from the offering transactions.

The Company did not receive any proceeds from the offering transactions described above.

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

PART I – FINANCIAL INFORMATION (CONT’D)

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.

The ASR transaction was funded using borrowings under the Partnership’s existing revolving credit facility.

As a result of the equity offering and unit and share repurchase transactions described above, our public ownership increased from approximately 47.3% at December 31, 2024, to approximately 62.2% at June 30, 2025, on a consolidated basis.

On August 4, 2025, the Partnership entered into an agreement to purchase 695,894 Class B Units directly from our Sponsor at a purchase price of $43.11 per Class B Unit, for an aggregate purchase price of approximately $30.0 million.

In addition, 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 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.

See Note 12, Subsequent Events .

Investment Grade Rating.

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

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.

The ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility.

Credit Ratings.

On July 24, 2025, 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.

Additionally, as a result of the investment grade rating, certain restrictive covenants on the Partnership’s Credit Facilities fall away and become more permissive.

See Note 12, Subsequent Events for additional description.

Second Quarter Results

Significant financial and operating highlights for the second quarter of 2025 included:

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.

Additionally, as a result of the investment grade rating, certain restrictive covenants on the Partnership’s Credit Facilities fell away and became more permissive.

At September 30, 2025, the Partnership’s senior unsecured debt is rated ‘BBB-’ by S&P, BB+ by Fitch Ratings, and Ba2 by Moody’s Investors Service.

Income Taxes.

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.

There was no material impact of the new Act on our consolidated financial statements for the three and nine months ended September 30, 2025, and we do not expect a material impact on our future results of operations or cash flows.

Third Quarter Results

Significant financial and operating highlights for the third quarter of 2025 included:

• Consolidated net income of $175.5 million;

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• Adjusted EBITDA of $320.7 million;

• Cash distribution of $0.7370 per Class A Share declared on July 28, 2025, an increase of $0.0272 per Class A Share for the second quarter of 2025 as compared with the first quarter of 2025.

Revenues and other income in the second quarter of 2025 were $414.2 million, up from $365.5 million in the prior‑year quarter, primarily due to higher physical volumes and higher tariff rates.

Total operating costs and expenses in the second quarter of 2025 were $154.0 million, up from $143.2 million in the prior-year quarter, primarily due to higher pass-through electricity and produced water trucking and disposal costs, higher employee costs and depreciation expense for additional assets placed in service.

Interest expense, net of interest income, in the second quarter of 2025 was $55.4 million, up from $49.7 million in the prior-year quarter, primarily due to $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024.

Income tax expense was $29.1 million, up from $16.0 million in the prior-year quarter, primarily resulting from ownership changes following GIP secondary equity offering and Class B Unit repurchase transactions.

As a result, consolidated net income increased $19.4 million and Adjusted EBITDA increased $39.5 million for the second quarter of 2025 compared with the second quarter of 2024.

Throughput volumes increased 7% for gas processing, 9% for oil terminaling and 11% for water gathering in the second quarter of 2025 compared with the second quarter of 2024, primarily due to higher production.

• Cash distribution of $0.7548 per Class A Share declared on October 27, 2025, an increase of $0.0178 per Class A Share for the third quarter of 2025 as compared with the second quarter of 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

Revenues and other income in the third quarter of 2025 were $420.9 million, up from $378.5 million in the prior‑year quarter, primarily due to higher physical volumes and higher tariff rates.

Total operating costs and expenses in the third quarter of 2025 were $162.0 million, up from $146.8 million in the prior-year quarter, primarily due to higher employee costs, depreciation and pass-through electricity and produced water trucking and disposal costs.

Interest expense, net of interest income, in the third quarter of 2025 was $57.1 million, up from $51.8 million in the prior-year quarter, primarily due to higher borrowings under the Company’s revolving credit facility.

Income tax expense was $31.5 million, up from $18.9 million in the prior-year quarter, primarily resulting from ownership changes following the GIP secondary equity offering and Class A Share and Class B Unit repurchase transactions.

As a result, consolidated net income increased $10.8 million and Adjusted EBITDA increased $33.8 million for the third quarter of 2025 compared with the third quarter of 2024.

Throughput volumes increased 10% for gas processing, 7% for oil terminaling and 7% for water gathering in the third quarter of 2025 compared with the third quarter of 2024, primarily due to higher production and higher third-party gas volumes.

For additional discussion of the results of operations at the segment level, see “ Results of Operations ” below.

For additional information regarding Adjusted EBITDA, our non‑GAAP financial measure, see “ How We Evaluate Our Operations ” and “ Reconciliation of Non‑GAAP Financial Measure ” below.

PART I – FINANCIAL INFORMATION (CONT’D)

How We Generate Revenues

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and gathering and disposing of produced water.

We have entered into long‑term, fee‑based commercial agreements with Hess effective January 1, 2014, for oil and gas services agreements, and effective January 1, 2019, for water services agreements.

Except for the water services agreements and except for a certain gathering sub-system, as described below, each of our commercial agreements with Hess had an initial 10-year term.

We have entered into long‑term, fee‑based commercial agreements with Chevron effective January 1, 2014, for oil and gas services agreements, and effective January 1, 2019, for water services agreements.

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.

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.

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Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.

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.

In particular, Hess’ minimum volume commitments under our commercial agreements provide minimum levels of cash flows and the fee recalculation mechanisms under the agreements allow fees to be adjusted annually to provide us with cash flow stability during the initial term of the agreements.

These agreements include dedications covering substantially all of Chevron’s 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.

In particular, Chevron’s minimum volume commitments under our commercial agreements provide minimum levels of cash flows and the fee recalculation mechanisms under the agreements allow fees to be adjusted annually to provide us with cash flow stability during the initial term of the agreements.

During the Secondary Term of the agreements, the fee recalculation model is replaced by an inflation-based fee structure.

See Note 3, Related Party Transactions for additional description of our commercial agreements.

Our revenues also include revenues from (i) third-party volumes contracted directly with us, (ii) third-party volumes contracted with Hess and delivered to us under the commercial agreements with Hess described above, and (iii) pass-through third-party rail transportation costs, third-party produced water trucking and disposal costs, electricity fees and certain other third-party fees, for which we recognize revenues in an amount equal to the costs.

Our revenues also include revenues from (i) third-party volumes contracted directly with us, (ii) third-party volumes contracted with Chevron and delivered to us under the commercial agreements with Chevron described above, and (iii) pass-through third-party rail transportation costs, third-party produced water trucking and disposal costs, electricity fees and certain other third-party fees, for which we recognize revenues in an amount equal to the costs.

Together with our Sponsor, we are pursuing strategic relationships with third-party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

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The amount of revenues we generate primarily depends on the volumes of crude oil, natural gas, NGLs and produced water that we handle at our gathering, processing, terminaling, storage facilities and disposal facilities.

These volumes are affected primarily by the supply of and demand for crude oil, natural gas and NGLs in the markets served directly or indirectly by our assets, including changes in crude oil prices, which may further affect volumes delivered by Hess.

Although Hess has committed to minimum volumes under our commercial agreements described above, our results of operations will be impacted by our ability to:

Although Chevron has committed to minimum volumes under our commercial agreements described above, our results of operations will be impacted by our ability to:

• utilize the remaining uncommitted capacity on, or add additional capacity to, our existing assets, and optimize our existing assets;

• identify and execute expansion projects, and capture incremental throughput volumes from Hess and third parties for these expanded facilities;

• identify and execute expansion projects, and capture incremental throughput volumes from Chevron and third parties for these expanded facilities;

• increase throughput volumes at our Ramberg Terminal Facility, Tioga Rail Terminal and the Johnson’s Corner Header System by interconnecting with new or existing third‑party gathering pipelines;

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Results of Operations

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Results of operations for the three months ended June 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

For the Three Months Ended June 30, 2025

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Results of operations for the three months ended September 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

For the Three Months Ended September 30, 2025

Processing and Storage

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PART I – FINANCIAL INFORMATION (CONT’D)

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Processing and Storage

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(2) Thousand barrels per day

Revenues and other income increased $26.9 million in the second quarter of 2025 compared to the second quarter of 2024, of which $9.0 million is attributable to higher tariff rates, $6.9 million is attributable to higher gas gathering physical volumes, and $3.9 million is attributable to higher water gathering and disposal revenue.

Additionally, $3.9 million of the increase is attributable to higher pass‑through revenue, $2.9 million is attributable to higher crude oil gathering physical volumes, and $0.3 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $3.9 million, of which $3.9 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, and $2.9 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, offset by $2.9 million primarily attributable to lower maintenance activities.

Revenues and other income increased $23.8 million in the third quarter of 2025 compared to the third quarter of 2024, of which $6.5 million is attributable to higher tariff rates, $5.4 million is attributable to higher gas gathering physical volumes and $3.6 million is attributable to higher pass‑through revenue.

Additionally, $3.4 million is attributable to services provided directly to third parties, $2.5 million is attributable to higher water gathering and disposal revenue and $2.4 million is attributable to higher crude oil gathering physical volumes.

Operating and maintenance expenses (exclusive of depreciation) increased $7.3 million, of which $3.7 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $3.6 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees.

Depreciation expense increased $2.3 million due to new gathering assets brought into service.

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Processing and Storage

Revenues and other income increased $18.4 million in the second quarter of 2025 compared to the second quarter of 2024, of which $9.2 million is attributable to higher gas processing physical volumes, $7.3 million is attributable to higher tariff rates, $1.0 million is attributable to higher pass‑through revenue, and $0.9 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $3.3 million, of which $1.0 million is attributable to higher pass-through costs, $1.0 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, and $1.3 million is attributable to all other costs.

Revenues and other income increased $14.5 million in the third quarter of 2025 compared to the third quarter of 2024, of which $7.9 million is attributable to higher gas processing physical volumes, $3.6 million is attributable to higher tariff rates and $3.5 million is attributable to services provided directly to third parties, slightly offset by $0.5 million attributable to lower pass‑through revenue.

Operating and maintenance expenses (exclusive of depreciation) decreased $1.1 million, of which $2.4 million is attributable to lower maintenance activity, partially offset by $1.3 million attributable to higher employee costs charged to us under our omnibus and employee secondment agreements.

Depreciation expense increased $2.7 million, primarily related to suspension of the Capa gas plant project and related engineering cost write off.

Income from equity investments increased $1.5 million, primarily due to higher volumes processed at the LM4 plant.

Terminaling and Export

Revenues and other income increased $3.4 million in the second quarter of 2025 compared to the second quarter of 2024, of which $2.3 million is attributable to higher physical volumes and $1.1 million is primarily attributable to higher tariff rates.

Operating and maintenance expenses (exclusive of depreciation) remained relatively flat in the second quarter of 2025 compared to the second quarter of 2024.

Revenues and other income increased $4.1 million in the third quarter of 2025 compared to the third quarter of 2024, of which $2.7 million is attributable to higher physical volumes, $1.1 million is attributable to higher tariff rates and $0.3 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $2.9 million, of which $2.3 million is attributable to higher maintenance activity and $0.6 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements.

Interest and Other

Interest expense, net of interest income, increased $5.7 million in the second quarter of 2025 compared to the second quarter of 2024, of which $5.3 million is attributable to interest on senior unsecured notes primarily related to the $600.0 million 6.500% fixed-rate senior unsecured note issued in May 2024, $0.9 million is attributable to higher amortization of deferred finance costs and $0.7 million is attributable to lower interest income.

These increases were partially offset by $1.2 million attributable to lower interest on lower borrowings under our Credit Facilities.

Income tax expense increased $13.1 million in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and unit repurchase transactions in 2024 and 2025.

Interest expense, net of interest income, increased $5.3 million in the third quarter of 2025 compared to the third quarter of 2024, of which $3.9 million is attributable to higher interest on higher borrowings under our Credit Facilities, $0.8 million is attributable to higher interest on senior unsecured notes, including amortization of deferred finance costs, and $0.6 million is attributable to lower interest income.

Income tax expense increased $12.6 million in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2024 and 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Results of operations for the six months ended June 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

For the Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Results of operations for the nine months ended September 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

For the Nine Months Ended September 30, 2025

Processing and Storage

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PART I – FINANCIAL INFORMATION (CONT’D)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Processing and Storage

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(2) Thousand barrels per day

Revenues and other income increased $42.4 million in the first six months of 2025 compared to the first six months of 2024, of which $13.5 million is attributable to higher gas gathering physical volumes, $11.2 million is attributable to higher tariff rates, $5.5 million is attributable to higher water gathering and disposal revenue, and $5.3 million is attributable to higher crude oil gathering physical volumes.

Additionally, $4.8 million of the increase is attributable to higher pass‑through revenue, $1.3 million is attributable to crude oil MVCs recognized in revenue upon expiration of shortfall fee credits and $0.8 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $8.0 million in the first six months of 2025 compared to the first six months of 2024, of which $7.3 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $4.8 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, partially offset by $4.1 million primarily attributable to lower compressor stations overhauls and other maintenance activities.

Revenues and other income increased $66.2 million in the first nine months of 2025 compared to the first nine months of 2024, of which $18.9 million is attributable to higher gas gathering physical volumes, $17.7 million is attributable to higher tariff rates, $8.4 million is attributable to higher pass‑through revenue and $8.0 million is attributable to higher water gathering and disposal revenue.

Additionally, $7.7 million is attributable to higher crude oil gathering physical volumes, $4.2 million is attributable to services provided directly to third parties and $1.3 million is attributable to crude oil MVCs recognized in revenue upon expiration of shortfall fee credits.

Operating and maintenance expenses (exclusive of depreciation) increased $15.3 million in the first nine months of 2025 compared to the first nine months of 2024, of which $10.9 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $8.4 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, partially offset by $4.0 million attributable to lower maintenance activities.

Depreciation expense increased $5.1 million due to new compressors and other new gathering assets brought into service.

General and administrative expenses increased $2.1 million due to higher employee costs charged to us under our omnibus and employee secondment agreements.

PART I – FINANCIAL INFORMATION (CONT’D)

Processing and Storage

Revenues and other income increased $27.1 million in the first six months of 2025 compared to the first six months of 2024, of which $18.3 million is attributable to higher gas processing physical volumes, $5.5 million is attributable to higher tariff rates, $2.4 million is attributable to higher pass-through revenue and $0.9 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $5.8 million in the first six months of 2025 compared to the first six months of 2024, of which $2.4 million is attributable to higher pass-through costs, $2.2 million is attributable to higher third‑party processing fees and $1.2 million is attributable to all other costs.

Revenues and other income increased $41.6 million in the first nine months of 2025 compared to the first nine months of 2024, of which $26.2 million is attributable to higher gas processing physical volumes, $9.1 million is attributable to higher tariff rates, $4.4 million is attributable to services provided directly to third parties and $1.9 million is attributable to higher pass-through revenue.

Operating and maintenance expenses (exclusive of depreciation) increased $4.7 million in the first nine months of 2025 compared to the first nine months of 2024, of which $3.1 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, $2.7 million is attributable to higher third‑party processing fees, $1.9 million is attributable to higher pass-through costs, partially offset by $3.0 million attributable to lower maintenance activity.

Depreciation expense increased $2.9 million, primarily related to suspension of the Capa gas plant project and related engineering cost write off.

General and administrative expenses increased $2.1 million due to higher employee costs charged to us under our omnibus and employee secondment agreements.

Income from equity investments increased $2.5 million, primarily due to higher volumes processed at the LM4 plant.

Terminaling and Export

Revenues and other income increased $5.6 million in the first six months of 2025 compared to the first six months of 2024, of which $3.4 million is attributable to higher physical volumes and $2.2 million is attributable to higher tariff rates.

Operating and maintenance expenses (exclusive of depreciation) remained relatively flat in the first six months of 2025 compared to the first six months of 2024.

Revenues and other income increased $9.7 million in the first nine months of 2025 compared to the first nine months of 2024, of which $6.1 million is attributable to higher physical volumes, $3.3 million is attributable to higher tariff rates and $0.3 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $3.2 million of which $1.8 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $1.4 million is attributable to higher maintenance activity.

Interest and Other

Interest expense, net of interest income, increased $13.6 million in the first six months of 2025 compared to the first six months of 2024, of which $18.1 million is attributable to interest on $800.0 million 5.875% fixed-rate senior unsecured notes issued in February 2025, $14.7 million is attributable to interest on $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, $2.0 million is attributable to extinguishment loss related to early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes and $1.8 million is attributable to higher amortization of deferred finance costs.

These increases were partially offset by $14.5 million attributable to lower interest on $800.0 million 5.625% fixed-rate senior unsecured notes that were redeemed in March 2025, $7.9 million attributable to lower interest on lower borrowings under our Credit Facilities and $0.6 million higher interest income.

Income tax expense increased $21.8 million in the first six months of 2025 compared to the first six months of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and unit repurchase transactions in 2024 and 2025.

Interest expense, net of interest income, increased $18.9 million in the first nine months of 2025 compared to the first nine months of 2024, of which $29.8 million is attributable to interest on $800.0 million 5.875% fixed-rate senior unsecured notes issued in February 2025, $14.7 million is attributable to interest on $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, $2.2 million is attributable to higher amortization of deferred finance costs and $2.0 million is attributable to extinguishment loss related to early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes.

These increases were partially offset by $25.8 million attributable to lower interest on $800.0 million 5.625% fixed-rate senior unsecured notes that were redeemed in March 2025 and $4.0 million attributable to lower interest on lower borrowings under our Credit Facilities.

Income tax expense increased $34.4 million in the first nine months of 2025 compared to the first nine months of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2024 and 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

Other Factors Expected to Significantly Affect Our Future Results

We currently generate substantially all of our revenues under fee‑based commercial agreements with Hess, including third parties contracted with affiliates of Hess.

We currently generate substantially all of our revenues under fee‑based commercial agreements with Chevron, including third parties contracted with affiliates of Chevron.

These contracts provide cash flow stability and minimize our direct exposure to commodity price fluctuations, since we generally do not own any of the crude oil, natural gas, or NGLs that we handle and do not engage in the trading of crude oil, natural gas, or NGLs.

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Furthermore, our ability to execute our growth strategy in the Bakken, including attracting third-party volumes, will depend on crude oil and natural gas production in that area, which is also affected by the supply of and demand for crude oil and natural gas.

The majority of our systems entered the Secondary Term of our commercial agreements, which includes a fixed fee structure based on the average fees paid by Hess during 2021-2023 adjusted annually for inflation up to 3% a year.

The majority of our systems entered the Secondary Term of our commercial agreements, which includes a fixed fee structure based on the average fees paid by Chevron during 2021-2023 adjusted annually for inflation up to 3% a year.

Such a fee structure may provide less downside risk protection in the future compared to the fee structure we had during the initial term of the commercial agreements.

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The following table presents a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

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Our partnership agreement requires that we distribute all of our available cash, as defined in the agreement, to our shareholders.

On July 28, 2025, we declared a quarterly cash distribution of $0.7370 per Class A Share, to be paid on August 14, 2025 to shareholders of record on August 7, 2025.

Simultaneously, the Partnership will make a distribution of $0.7370 per Class B Unit of the Partnership to the Sponsors.

On October 27, 2025, we declared a quarterly cash distribution of $0.7548 per Class A Share, to be paid on November 14, 2025 to shareholders of record on November 6, 2025.

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

Fixed‑Rate Senior Notes

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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.

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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.

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.

PART I – FINANCIAL INFORMATION (CONT’D)

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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.

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.

See Note 12, Subsequent Events for additional description.

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.

Operating Activities.

Net cash provided by operating activities increased $22.4 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in revenues and other income of $75.1 million, an increase in distributions received from equity investments of $2.2 million, partially offset by an increase in expenses, other than depreciation, equity-based compensation and other non-cash gains and losses of $28.6 million and an increase in cash used by changes in working capital of $26.3 million.

Net cash provided by operating activities increased $56.4 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to an increase in revenues and other income of $117.5 million and an increase in distributions received from equity investments of $3.3 million, partially offset by an increase in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $43.2 million and an increase in cash used by changes in working capital of $21.2 million.

Investing Activities.

Net cash used in investing activities decreased $9.8 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and associated pipeline infrastructure expansion program.

Net cash used in investing activities decreased $22.1 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily driven by the timing of payments for additions to property, plant, and equipment predominantly related to our compression capacity and associated pipeline infrastructure expansion program.

PART I – FINANCIAL INFORMATION (CONT’D)

Financing Activities.

Net cash used in financing activities increased $126.2 million for the six months ended June 30, 2025, compared to the same period in 2024.

In the first six months of 2025, we received proceeds of $787.5 million, net of financing costs, from our issuance of the new 5.875% fixed-rate senior unsecured notes due 2028, compared to $591.1 million in proceeds, net of financing costs, from our issuance of the 6.500% fixed-rate senior unsecured notes in 2024.

In addition, we received $258.0 million net proceeds from borrowings under our Credit Facilities compared to repayments of $340.0 million from borrowings under our Credit Facilities in 2024.

Net cash used in financing activities increased $82.2 million for the nine months ended September 30, 2025, compared to the same period in 2024.

In the first nine months of 2025, we received proceeds of $787.5 million, net of financing costs, from our issuance of the new 5.875% fixed-rate senior unsecured notes due 2028, compared to $590.5 million in proceeds, net of financing costs, from our issuance of the 6.500% fixed-rate senior unsecured notes in 2024.

In addition, we received $341.0 million net proceeds from borrowings under our Credit Facilities compared to $310.0 million of repayments of borrowings under our Credit Facilities in 2024.

We used the net proceeds from the issuance of the new 5.875% fixed-rate senior unsecured notes, along with borrowings under our revolving credit facility, to redeem the $800.0 million notes due 2026.

Our repayments of the term loan facility were $5.0 million higher in the first six months of 2025 compared to the same period in 2024.

In addition, in the first six months of 2025, we spent $100.0 million more for share and unit repurchases, paid higher distributions to shareholders and noncontrolling interests of $14.8 million, as well as paid higher transaction costs of $0.8 million compared to the same period in 2024.

Our repayments of the term loan facility were $7.5 million higher in the first nine months of 2025 compared to the same period in 2024.

In addition, in the first nine months of 2025, we spent $100.0 million more for share and unit repurchases, paid higher distributions to shareholders and noncontrolling interests of $22.1 million, as well as paid higher transaction costs of $0.6 million compared to the same period in 2024.

Capital Expenditures

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The following table sets forth a summary of capital expenditures and reconciles capital expenditures on an accrual basis to additions to property, plant and equipment on a cash basis:

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

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Capital expenditures in 2025 are primarily attributable to continued expansion of our compression capacity and gas capture capabilities and related pipeline infrastructure to meet our Sponsor’s and third parties’ current and future production growth and gas capture targets.

The activities focus on the construction of two new compressor stations and associated pipeline infrastructure, which are expected to be placed in service in 2025.

The activities focus on the construction of two new compressor stations and associated pipeline infrastructure, one of which was placed in service in the third quarter of 2025 and the other one is expected to be placed in service in early 2026.

Capital expenditures in 2024 were also attributable to continued expansion of our compression capacity and related pipeline infrastructure.

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• liability resulting from litigation;

• risks and uncertainties associated with Hess’ completed Merger and integration with Chevron, including the following:

• risks and uncertainties associated with Hess’ integration with Chevron following the completion of the Merger, including the following:

o Chevron’s ability to integrate Hess’ operations in a successful manner and in the expected time period;

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o the effect of the completion of the transaction on the parties’ business relationships and business generally, and the risks that the transaction disrupts current plans and operations of Chevron or Hess and potential difficulties in Hess employee retention as a result of the transaction, as well as the risk of disruption of Chevron’s or Hess’ management and business disruption following the transaction;

• other factors described in Item 1A — Risk Factors in our Annual Report on Form 10-K, as well as any additional risks described in our other filings with the Securities and Exchange Commission.

• other factors described in Item 1A — Risk Factors in our 2024 Annual Report, as well as any additional risks described in our other filings with the Securities and Exchange Commission.

PART I – FINANCIAL INFORMATION (CONT’D)

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We generally do not take ownership of the crude oil, natural gas or NGLs that we currently gather, process, terminal, store or transport for our customers.

Because we generate substantially all of our revenues by charging fees under long-term commercial agreements with Hess with minimum volume commitments, our Sponsor bears the risks associated with fluctuating commodity prices and we have minimal direct exposure to commodity prices.

Because we generate substantially all of our revenues by charging fees under long-term commercial agreements with Chevron with minimum volume commitments, our Sponsor bears the risks associated with fluctuating commodity prices and we have minimal direct exposure to commodity prices.

In the normal course of our business, we are exposed to market risks related to changes in interest rates.

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Interest rate swaps may be used to convert interest payments on certain long‑term debt.

At June 30, 2025, we did not have in place any derivative instruments to hedge any exposure to changes in interest rates.

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

At September 30, 2025, we did not have in place any derivative instruments to hedge any exposure to changes in interest rates.

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

A 15% increase or decrease in interest rates would decrease or increase the fair value of our fixed rate debt by approximately $75.4 million or $71.9 million, respectively.

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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-Q

Item 2. Management’s Discussion and Analysis