Hess Midstream LP 10-Q

Item 1A. Risk Factors Part I, Item 1A. Risk Factors in our 2024 Annual Report includes certain risk factors that could materially affect our business, financial condition, or future results. 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. In addition, references to Hess in risk factors in the 2024 Annual Report shall be changed to Chevron. Risks Related to the Merger Integrating Hess’ business following the Merger may cause Chevron’s financial results to differ from Chevron’s expectations or the expectations of the investment community, Chevron may not achieve the anticipated benefits of the Merger, and the Merger may disrupt Chevron’s current plans or operations, any of which may adversely affect our business results and negatively affect the trading price of our Class A Shares. The success of the Merger, which closed in July 2025, will depend, in part, on Chevron’s ability to successfully integrate the business of Hess, including our business, and realize the anticipated benefits, including the anticipated run-rate cost synergies, estimated five-year production and free cash flow growth rates, among other anticipated benefits, and anticipated higher returns to shareholders over the long-term. Difficulties in integrating Hess may result in a failure of Chevron to realize anticipated synergies in the expected timeframe, in operational challenges for Chevron’s and our ongoing businesses (including potential difficulties in employee retention following closing), and in the diversion of Chevron’s and our management’s attention from ongoing business concerns as well as in unforeseen expenses associated with the Merger, which may have an adverse impact on Chevron’s financial results. Because we are substantially dependent on Chevron, if the anticipated benefits of the Merger are not realized fully, or at all, or if they take longer to realize than expected, our business, financial condition and operating results could be adversely affected and could negatively affect the trading prices of our Class A Shares. Item 2. U nregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities Our Class A Share repurchase activities for the three months ended September 30, 2025 were as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (In millions) July 1-31, 2025 - - - - August 1-31, 2025 1,136,627 $ 41.03 1,136,627 - September 1-30, 2025 569,491 41.03 569,491 - Total 1,706,118 $ 41.03 1,706,118 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. 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. Item 5. O ther Information 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. 37 PART II – OTHER INFORMATION (CONT’D) Table of Contents Item 6. E xhibits Exhibits 10.1 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) 10.2† Letter Agreement Re: 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 31.1 Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a)) 31.2 Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a)) 32.1* Certification required by Rule 13a‑14(b) (17 CFR 240.13a‑14(b)) or Rule 15d‑14(b) (17 CFR 240.15d‑14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) 32.2* Certification required by Rule 13a‑14(b) (17 CFR 240.13a‑14(b)) or Rule 15d‑14(b) (17 CFR 240.15d‑14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) 101(INS) Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101(SCH) Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † 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 38 SIGNATURES Table of Contents Pursuant to the requirements of Section 13 or 15(d ) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HESS MIDSTREAM LP (Registrant) By: HESS MIDSTREAM GP LP, its General Partner By: HESS MIDSTREAM GP LLC, its General Partner By /s/ Jonathan C. Stein Jonathan C. Stein Chief Executive Officer By /s/ Michael J. Chadwick Michael J. Chadwick Chief Financial Officer Date: November 6, 2025 39