Part I, Item 1A.
−Removed: Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 includes certain risk factors that could materially affect our business, financial condition, or future results.
−Removed: Those risk factors have not materially changed.
+Added: Risk Factors in our 2024 Annual Report includes certain risk factors that could materially affect our business, financial condition, or future results.
+Added: Those risk factors have not materially changed, except for the below and that the Merger has been consummated, and therefore we are no longer subject to transactional risks in connection with the Merger.
+Added: In addition, references to Hess in risk factors in the 2024 Annual Report shall be changed to Chevron.
Risks Related to the Merger
5 unchanged sentences
Issuer Purchases of Equity Securities
−Removed: Our Class A Share repurchase activities for the three months ended June 30, 2025 were as follows:
+Added: Our Class A Share repurchase activities for the three months ended September 30, 2025 were as follows:
Total Number of Shares Purchased
3 unchanged sentences
(In millions)
−Removed: April 1-30, 2025
−Removed: May 1-30, 2025
−Removed: June 1-30, 2025
−Removed: In May 2025, we entered into an ASR agreement with a financial institution to repurchase $10.0 million of our publicly traded Class A Shares.
+Added: July 1-31, 2025
+Added: August 1-31, 2025
+Added: September 1-30, 2025
+Added: In August 2025, we entered into an ASR agreement with a financial institution to repurchase $70.0 million of our publicly traded Class A Shares.
+Added: The final share delivery under the ASR agreement was received in September 2025.
See Note 2, Equity Transactions in the Notes to Consolidated Financial Statements for additional information.
O ther Information
−Removed: During the three months ended June 30, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended September 30, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
PART II – OTHER INFORMATION (CONT’D)
−Removed: Repurchase Agreement, dated as of May 5, 2025, by and among Hess Midstream LP, Hess Midstream Operations LP, Hess Investments North Dakota LLC and GIP II Blue Holding, L.P.
−Removed: (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2025)
+Added: Unit Repurchase Agreement, dated as of August 4, 2025, by and among Hess Midstream LP, Hess Midstream Operations LP and Hess Investments North Dakota LLC (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2025)
+Added: Letter Agreement Re:
+Added: Second Amended and Restated Gas Gathering Agreement and Second Amended and Restated Gas Processing and Fractionation Agreement by and between Hess Trading Corporation, Hess Bakken Processing LLC and Hess North Dakota Pipelines LLC, dated as of August 14, 2025
Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a))
5 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential.
* Furnished herewith
7 unchanged sentences
Chief Financial Officer
−Removed: August 6, 2025
+Added: November 6, 2025
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.