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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-27 · 300 added, 364 removed, 1097 unchanged (38% of the section changed)

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

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.

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.

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Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” included elsewhere in this report.

We are a fee-based, growth-oriented, limited partnership formed by Hess Infrastructure Partners GP LLC (“HIP GP LLC”) and our general partner to own, operate, develop and acquire a diverse set of midstream assets and provide fee-based services to Hess and third-party customers.

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

We are a fee-based, growth-oriented, limited partnership that owns, operates, develops and acquires a diverse set of midstream assets and provides fee-based services to our Sponsor, its subsidiaries, and third-party customers.

Our assets are primarily located in the Bakken and Three Forks shale plays in the Williston Basin area of North Dakota, which we collectively refer to as the Bakken.

Significant Activities

On October 22, 2023, Hess entered into an Agreement and Plan of Merger (the “Chevron Merger Agreement”) with Chevron Corporation (“Chevron”) and Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”).

The Chevron Merger Agreement provides that, among other things and subject to the terms and conditions of the Chevron Merger Agreement, Merger Subsidiary will be merged with and into Hess, with Hess surviving and continuing as the surviving corporation in the merger as a direct, wholly-owned subsidiary of Chevron (such transaction, the “Chevron Merger”).

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

Hess Guyana Exploration Limited (“HGEL”), a wholly-owned subsidiary of Hess, is currently in arbitration relating to the applicability of a right of first refusal (the “Stabroek ROFR”) contained in the operating agreement among HGEL and affiliates of Exxon Mobil Corporation and China National Offshore Oil Corporation.

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

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

If the Chevron Merger is completed, Chevron will acquire Hess’ 37.8% ownership in the Company, including its right to appoint four directors to the Company’s Board.

The Company’s contract structure remains in place.

As part of the annual nomination process set forth in the Company’s long-term commercial agreements, the Company set its MVCs and rates, which were set based on Hess’ current 4-rig program in the Bakken.

Risk Factors for a discussion of risks related to the Chevron Merger.

We continue execution of our multi-year projects to build new compressor stations and associated pipeline infrastructure or expand existing compressor stations in support of Hess’ and third parties’ expected production growth.

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.

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.

Chevron Merger

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 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.

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

We substantially completed our multi-year projects to expand our compression capacity to support Chevron’s and third parties’ production in the Bakken.

In 2025, we added approximately 20 MMcf/d of net compression capacity.

Construction activities continued on two more greenfield compressor stations, which are expected to initially provide, in aggregate, an additional 85 MMcf/d of gas compression capacity when brought online in 2025, and are expandable to 140 MMcf/d, further enhancing gas capture capability and supporting increasing gas volumes.

Construction was also completed on an additional greenfield compressor station, which was placed in service in early 2026 and which further increased compression capacity by approximately 50 MMcf/d in 2026.

Equity Transactions

During 2025, the Company, the Partnership and the Sponsors completed the following equity transactions:

• On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A Shares representing limited partner interests in the Company (“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 May 31, 2024, GIP sold an aggregate of 10,000,000 of our Class A shares in an underwritten public offering at a price to the underwriter of $34.025 per Class A Share.

GIP also granted the underwriter an option to purchase up to an additional 1,500,000 Class A shares at the same price per Class A share, which was exercised in full on June 3, 2024.

• 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 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $35.12 per Class A Share.

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

GIP also granted the underwriter an option to purchase up to an additional 1,650,000 Class A Shares at the same price per Class A Share, which was exercised in full on February 19, 2025.

• On May 30, 2025, GIP sold an aggregate of 15,022,517 of our Class A Shares in an underwritten public offering at a price of $37.25 per Class A Share, less underwriting discounts.

In 2025, GIP received net proceeds from the offerings of approximately $1.0 billion after deducting underwriting discounts.

The Company did not receive any proceeds in the offerings.

• On March 14, 2024, the Partnership repurchased an aggregate 2,816,901 Class B Units representing limited partner interests in the Partnership (“Class B Units”) from the Sponsors at a purchase price of $35.50 per Class B Unit, for total consideration of approximately $100.0 million.

• On June 26, 2024, the Partnership repurchased an aggregate 2,724,052 Class B Units from the Sponsors at a purchase price of $36.71 per Class B Unit, for total consideration of approximately $100.0 million.

• On September 11, 2024, the Partnership repurchased an aggregate 2,823,262 Class B Units from the Sponsors at a purchase price of $35.42 per Class B Unit, for total consideration of approximately $100.0 million.

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

• On January 15, 2025, the Partnership purchased directly from the Sponsors 2,572,677 Class B units representing limited partner interests in the Partnership (“Class B Units”) for an aggregate purchase price of approximately $100.0 million.

The purchase price per Class B Unit was $38.87, the closing price of the Class A Shares on January 13, 2025.

• On May 9, 2025, the Partnership purchased directly from the Sponsors 5,151,842 Class B Units for an aggregate purchase price of approximately $190.0 million.

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

• 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.

• 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.

• 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.

Financial Statements and Supplementary Data.

Note 3, Equity Transactions, Note 7, Debt and Interest Expense and Note 8, Partners’ Capital and Distributions.

In addition, on January 15, 2025, the Partnership repurchased an aggregate 2,572,677 Class B Units from the Sponsors at a purchase price of $38.87 per Class B Unit, for total consideration of approximately $100.0 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 public offering price of $39.45 per Class A Share.

GIP also granted the underwriter an option to purchase up to an additional 1,650,000 Class A Shares at the same price per Class A Share, which was exercised in full on February 19, 2025.

Financial Statements and Supplementary Data.

Note 14, Subsequent Events for additional details.

At December 31, 2025:

• the Company held a 47.7% controlling interest in the Partnership and the Sponsors held a 52.3% noncontrolling economic interest in the Partnership;

• the Company held a 62.3% controlling interest in the Partnership and Chevron held a 37.7% noncontrolling economic interest in the Partnership;

• public limited partners held a 62.1% voting interest and a 99.7% economic interest in the Company, which represents an indirect 62.1% economic interest in the Partnership;

• the Sponsors and their respective affiliates held a 52.7% voting interest and a 0.9% economic interest in the Company, which, taken with their direct limited partnership interest in the Partnership, represents an indirect 52.7% economic interest in the Partnership.

• Chevron and its affiliates held a 37.9% voting interest and a 0.3% economic interest in the Company, which, taken with their direct limited partnership interest in the Partnership, represents an indirect 37.9% economic interest in the Partnership.

See Organizational Structure.

Credit Ratings

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.

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

Following the release of collateral due to the investment grade rating, Moody’s Investors Service (“Moody’s”) upgraded the Partnership’s senior unsecured notes to ‘Ba1’ and reaffirmed the stable outlook.

At December 31, 2025, the Partnership’s senior unsecured debt is rated ‘BBB-’ by S&P, ‘BB+’ by Fitch Ratings, and ‘Ba1’ by Moody’s.

On July 4, 2025, An Act to Provide for Reconciliation Pursuant to Title II of H.

14 (the “Reconciliation 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 Reconciliation Act on our consolidated financial statements for the year ended December 31, 2025, and we do not expect a material impact on our future results of operations or cash flows.

Business Strategies

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We seek to grow our available cash to be able to fund our capital projects and provide consistent and ongoing return of capital to shareholders while maintaining balance sheet strength.

Our commercial 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 downside risk protection.

• Capitalize on Hess’ Bakken Production Growth.

Our midstream infrastructure footprint services Hess’ leading acreage position in the Bakken.

We believe our volumes and investment opportunities will continue to expand as Hess drills new wells in the Bakken.

We intend to invest additional capital to continue extending and expanding our strategically positioned infrastructure, including additional gas capture capabilities, to meet Hess’ current and future production growth and to reduce flaring from upstream production operations.

Our commercial 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 downside risk protection.

• Capitalize on Chevron’s Bakken Production Goals.

Our midstream infrastructure is strategically positioned to service Chevron’s leading acreage position in the Bakken.

The majority of the infrastructure necessary to support Chevron’s current and future drilling and production plans is already in place, thereby requiring relatively limited incremental capital investment.

• Leverage Core Asset Base to Attract Additional Third‑Party Business.

We currently handle volumes from third‑party producers and midstream companies contracted directly with us and contracted with Hess and delivered to us under our commercial agreements with Hess.

Together with Hess, 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.

• Grow Through Accretive Acquisitions from Our Sponsors and Third Parties.

We evaluate potential acquisitions of complementary midstream assets from our Sponsors as well as from third parties.

Climate Change and Energy Transition

We are committed to building a sustainable enterprise that helps meet the world’s energy needs in a safe, environmentally responsible, socially sensitive and profitable way.

As a growth-oriented provider of midstream services to Hess and other third-party crude oil and natural gas producers, we believe sustainable and responsible operations create value for the benefit of all of our stakeholders – our shareholders, our business partners, and the local communities and economies where we operate – which in turn benefits society at large.

We are aligned with Hess’ environment, health, safety and social responsibility strategy.

We play a critical role in progress toward shared goals and performance improvements, including Hess’ emissions reduction efforts, by providing the infrastructure to move oil, NGLs and natural gas to market and reduce wellhead flaring as well as through efforts to reduce our own greenhouse gas (“GHG”) emissions, which are included in Hess’ overall emissions footprint.

Hess’ significant reductions in flaring in recent years, which have supported its overall GHG reduction efforts, have primarily been related to our focus on natural gas capture through increased availability and reliability at our compressor stations;

expansion of gathering and processing infrastructure;

and enhanced communication and coordination with third-party gatherers.

We continue to execute capital projects to increase natural gas capture rates, which provide economic returns through the sale of the additional natural gas and NGLs captured and to reduce flaring in the Bakken region.

Hess and Hess Midstream LP’s executives provide oversight for Hess’ climate change strategy implementation and work to identify and recommend GHG reduction opportunities, evaluating and implementing technologies, as appropriate, and evaluating future capital and infrastructure requirements.

We currently handle volumes from third‑party producers and midstream companies contracted directly with us and contracted with Chevron and delivered to us under our commercial agreements with Chevron.

Together with Chevron, 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.

• Grow Through Accretive Acquisitions from Our Sponsor and Third Parties.

We evaluate potential acquisitions of complementary midstream assets from our Sponsor as well as from third parties.

Business Environment and Outlook

Chevron supports a global approach to governments addressing climate change and continues to take actions to help lower the carbon intensity of its operations while continuing to meet the demand for energy.

We play a critical role in progress toward this objective in the Bakken region, including our focus on natural gas capture through increased availability and reliability at our compressor stations, gathering and processing infrastructure, and enhanced communication and coordination with third-party gatherers.

Our assets and operations are organized into the following three reportable segments:

(i) gathering, (ii) processing and storage and (iii) terminaling and export.

Our gathering segment includes Hess North Dakota Pipeline Operations LP, or Gathering Opco, and Hess Water Services Holdings LLC, which own the following assets:

Our gathering segment includes Hess North Dakota Pipelines Operations LP, or Gathering Opco, and Hess Water Services Holdings LLC, which own the following assets:

• Natural Gas Gathering and Compression .

A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Hess and third‑party owned or operated wells to the Tioga Gas Plant, Little Missouri 4 (“LM4”) gas processing plant and third‑party pipeline facilities.

A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Chevron and third‑party owned or operated wells to the Tioga Gas Plant, Little Missouri 4 (“LM4”) gas processing plant and third‑party pipeline facilities.

The system also includes the Hawkeye Gas Facility.

• Crude Oil Gathering.

A crude oil gathering system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota, connecting Hess and third-party owned or operated wells to the Ramberg Terminal Facility, the Tioga Rail Terminal and the Johnson’s Corner Header System.

A crude oil gathering system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota, connecting Chevron and third-party owned or operated wells to the Ramberg Terminal Facility, the Tioga Rail Terminal and the Johnson’s Corner Header System.

The system also includes the Hawkeye Oil Facility.

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• Johnson’s Corner Header System.

An approximately six‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from Hess and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems.

An approximately six‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from Chevron and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems.

• Other DAPL Connections .

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Significant financial and operating results for the year ended December 31, 2025 include:

• Throughput volumes increased 14% for gas processing, 7% for terminaling and 32% for water gathering in 2024 compared with 2023, primarily due to increased Hess drilling activity and higher gas capture.

• Throughput volumes increased 6% for gas processing, 5% for terminaling and 5% for water gathering in 2025 compared with 2024, primarily due to higher Chevron and third-party production.

• Consolidated net income of $684.6 million.

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• Paid cash distributions of $2.2016 per Class A share in total for the first three quarters of 2025 and declared a cash distribution of $0.7641 per Class A share for the fourth quarter of 2025, which was paid in February 2026.

• Completed the repurchase of an aggregate of 8,364,215 Class B Units of the Partnership from the Sponsors for approximately $300 million.

Revenues and other income in 2024 were $1,495.5 million compared with $1,348.6 million in 2023.

Current year revenues and other income were up $146.9 million compared with the prior year, of which $143.3 million was attributable to higher physical volumes that were above prior-year MVC levels, $17.2 million was attributable to higher third-party revenues and other income and $14.9 million was attributable to higher affiliate pass-through revenues, partially offset by $28.5 million attributable to lower tariff rates.

• Completed accretive $80.0 million repurchase of Class A shares of the Company and $320.0 million repurchase of Class B Units of the Partnership.

Revenues and other income in 2025 were $1,621.3 million, up from $1,495.5 million in 2024.

The increase was attributable to $54.5 million higher physical volumes, $40.1 million higher tariff rates, $15.4 million higher revenues from services provided directly to third parties, $13.3 million higher pass-through revenues and $2.5 million attributable to minimum volume commitment (“MVC”) revenues that were previously deferred.

Total operating costs and expenses in 2025 were $613.2 million, up from $576.5 million in the prior year.

The increase was attributable to higher operating and maintenance expenses of $23.3 million, including higher pass-through costs, higher costs charged to us under our omnibus and employee secondment agreements and higher third-party processing and offload fees.

Additionally, part of the increase was attributable to higher depreciation of $10.6 million.

Interest expense, net of interest income, increased $23.2 million, primarily attributable to the new $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024.

Additionally, part of the increase was attributable to higher depreciation of $11.0 million and higher general and administrative expenses of $2.4 million.

Income from equity investments in 2025 was $15.9 million, up from $14.0 million in 2024 primarily due to higher volumes processed at the LM4 plant.

Interest expense, net of interest income, in 2025 was $225.6 million, up from $202.2 million in 2024, primarily attributable to new fixed-rate senior unsecured notes issued in 2024 and 2025.

Income tax expense in 2025 was $113.8 million, up from $71.8 million in 2024, which was primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offering and unit repurchase transactions in 2024 and 2025.

As a result, consolidated net income increased $51.3 million and Adjusted EBITDA increased $119.0 million during the year ended December 31, 2024, compared with the year ended December 31, 2023.

Throughput volumes increased 15% for gas gathering and 14% for gas processing in 2024 compared with 2023 primarily due to increased Hess drilling activity and higher gas capture.

Throughput volumes increased 14% for crude oil gathering and 7% for crude oil terminaling in 2024 compared with 2023 primarily due to increased Hess drilling activity.

Water gathering volumes increased 32%, reflecting higher crude oil production and increased utilization of our water gathering infrastructure.

As a result, consolidated net income increased $25.6 million and Adjusted EBITDA increased $102.0 million.

Throughput volumes increased 6% for gas processing, 6% for crude oil gathering, 5% for gas gathering, 5% for crude oil terminaling and 5% for water gathering, primarily due to higher Chevron and third-party production.

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

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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 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.

Year 2023 was the final year of the annual rate redetermination process for the majority of our systems.

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Note 4, 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.

For the year ended December 31, 2025, our gas gathering and gas processing revenues comprised 77% of total affiliate revenues, excluding affiliate pass-through revenues.

Together with Hess, 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.

Together with Chevron, 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.

How We Evaluate Our Operations

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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 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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Adjusted EBITDA .

We previously reported the non-GAAP measure of “Adjusted EBITDA,” which we defined as reported net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization and our proportional share of depreciation of our equity affiliates, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, such as transaction costs, other income and other non-cash and non-recurring items, if applicable.

As this definition varied from other definitions of Adjusted EBITDA, we determined it was appropriate to discontinue reporting Adjusted EBITDA as previously defined.

Beginning with the second quarter of 2024, and as presented in this report, “Adjusted EBITDA” is defined as reported net income (loss) before net interest expense, income tax expense (benefit), and depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, such as transaction costs, other income and other non‑cash and non‑recurring items, if applicable.

Prior period calculations of Adjusted EBITDA have been recast to conform to the new presentation, as applicable.

We define “Adjusted EBITDA” as reported net income (loss) before net interest expense, income tax expense (benefit), and depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, such as transaction costs, other income and other non‑cash and non‑recurring items, if applicable.

We use Adjusted EBITDA to analyze our performance and liquidity.

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The following tables summarize our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023.

The results of operations are discussed in further detail following this overview (in millions, unless otherwise noted).

The variances between 2025 and 2024 are discussed in further detail following this overview (in millions, unless otherwise noted).

A discussion of variances between 2024 and 2023 can be found in the “Results of Operations” section on page 61 of the Company’s 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.

For the Year Ended December 31, 2025

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Affiliate services

Third-party services

Total revenues

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Year ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues and other income increased $69.1 million in 2024 compared to 2023, of which $56.5 million is attributable to higher gas gathering volumes that were above MVCs in 2024 and 2023, $20.1 million is attributable to higher water gathering and disposal revenues, $13.4 million is attributable to higher pass-through revenues included in affiliate services, $8.8 million is attributable to higher crude oil gathering volumes that were above MVCs in 2024 and above the 2023 MVC levels, and $4.9 million is attributable to services provided directly to third parties.

These revenue increases were partially offset by $34.6 million primarily attributable to lower crude oil tariff rates due to setting the initial rate for the first year of the Secondary Term for certain subsystems.

Operating and maintenance expenses increased $18.2 million, of which $13.4 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, $7.4 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements and $3.0 million is attributable to other costs.

These increases were partially offset by lower general maintenance of $5.6 million.

Revenues and other income increased $71.5 million in 2025 compared to 2024, of which $23.7 million is attributable to higher tariff rates, $12.2 million is attributable to higher gas gathering physical volumes, $10.0 million is attributable to higher pass-through revenues, $8.4 million is attributable to higher water gathering and disposal revenues, $7.9 million is attributable to higher crude oil gathering physical volumes, $7.2 million is attributable to services provided directly to third parties, and $2.1 million is attributable to MVC revenues that were previously deferred.

Operating and maintenance expenses (exclusive of depreciation) increased $12.5 million, of which $10.0 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, $5.7 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, partially offset by $3.2 million attributable to lower maintenance activity and other costs.

Depreciation expense increased $7.9 million, primarily due to new compressor stations and other new gathering assets placed in service.

Processing and Storage

Revenues and other income increased $76.0 million in 2024 compared to 2023, of which $53.9 million is attributable to higher gas processing physical volumes that were above the 2024 and 2023 MVC levels, $13.1 million is attributable to higher tariff rates and $10.9 million is attributable to services provided directly to third parties.

These revenue increases were partially offset by $1.9 million attributable to lower pass-through revenues included in affiliate services .

Operating and maintenance expenses increased $13.9 million, of which $10.3 million is attributable to higher third-party processing and offload fees primarily due to higher volumes processed at the LM4 plant, $4.3 million is attributable to higher maintenance activity and other costs and $1.2 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements.

These increases were partially offset by $1.9 million attributable to pass-through costs.

Income from equity investments increased $6.3 million in 2024 compared to 2023, primarily due to higher volumes processed at the LM4 plant.

Terminaling and Export

Revenues and other income increased $1.8 million in 2024 compared to 2023, of which $4.0 million is attributable to higher volumes that were above MVCs in 2024 and above the 2023 MVC levels, $3.4 million is attributable to pass-through revenues and $1.4 million is attributable to other income and services provided directly to third parties.

These revenue increases were partially offset by $7.0 million attributable to lower tariff rates.

Operating and maintenance expenses increased $2.2 million, of which $3.4 million is attributable to rail transportation pass‑through costs, partially offset by $1.2 million attributable to lower rail car inspection and recertification costs.

Interest and Other

Interest expense, net of interest income, increased $23.2 million, of which $25.6 million is attributable to the $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024.

This increase was partially offset by $1.4 million higher interest income and $1.0 million lower interest expense on lower borrowings under our revolving credit facility.

Income tax expense increased $33.9 million in the same period, primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offerings and unit repurchase transactions in 2023 and 2024.

Year ended December 31, 2023 Compared to Year Ended December 31, 2022

Revenues and other income increased $52.1 million in 2023 compared to 2022, of which $64.1 million is attributable to higher tariff rates, $11.5 million is attributable to higher water gathering and disposal revenues, $7.6 million is attributable to higher pass-through revenues included in affiliate and third-party services, and $1.8 million is attributable to higher third-party services contracted directly with us.

Despite the overall higher gas gathering physical volumes in 2023, these revenue increases were partially offset by $18.0 million as the higher gas gathering volumes were still below the MVC levels in 2022 in one of the sub-systems.

The remaining decrease of $14.9 million is attributable to crude oil gathering volumes where actual physical volumes were at or slightly below MVCs in 2023 and below MVCs in 2022, with physical volumes in 2023 lower than MVC levels in 2022.

Operating and maintenance expenses increased $15.1 million, of which $7.6 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, $6.0 million is attributable primarily to higher maintenance activity on our gathering and compression infrastructure, and $4.5 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements.

These increases were partially offset by $3.0 million attributable to the August 2022 produced water release remediation reserve.

Deprec iation expense increased $8.2 million due to new compressors and other new gathering assets placed in service.

Processing and Storage

Revenues and other income increased $30.9 million in 2023 compared to 2022, of which $16.9 million is attributable to higher gas processing physical volumes that were above the 2023 and 2022 MVC levels, $7.9 million is attributable to higher tariff rates, $5.3 million is attributable to higher third-party services contracted directly with us, and $0.8 million is attributable to higher pass-through revenues included in affiliate and third-party services.

Operating and maintenance expenses increased $14.0 million, of which $7.5 million is attributable to higher maintenance activity, $3.6 million is attributable to higher third-party processing fees due to higher volumes processed at the LM4 plant, $2.1 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements, and $0.8 million is attributable to higher pass-through costs.

Depreciation expense increased $2.2 million due to new assets placed in service.

Revenues and other income increased $42.3 million in 2025 compared to 2024, of which $19.2 million is attributable to higher gas processing physical volumes, $12.1 million is attributable to higher tariff rates, $7.7 million is attributable to services provided directly to third parties and $3.3 million is attributable to higher pass-through revenues .

Operating and maintenance expenses (exclusive of depreciation) increased $6.5 million, of which $7.0 million is attributable to higher third-party processing and offload fees, $3.3 million is attributable to pass-through costs, $0.8 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, partially offset by $4.6 million attributable to lower maintenance activity and other costs .

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 $1.6 million due to higher employee costs charged to us under our omnibus and employee secondment agreements.

Income from equity investments increased $1.9 million in 2025 compared to 2024, primarily due to higher volumes processed at the LM4 plant.

Terminaling and Export

Revenues and other income decreased $9.6 million in 2023 compared to 2022.

Although physical volumes were generally above MVCs in 2023, they remained below the MVC levels of 2022, resulting in a $17.9 million decline in revenues.

Additionally, $6.9 million of the decrease is attributable to lower rail transportation pass-through revenues.

These decreases were partially offset by $14.7 million attributable to higher tariff rates and $0.5 million attributable to other income.

Operating and maintenance expenses increased $4.3 million, of which $7.5 million is attributable to rail car inspection and recertification activities, $2.0 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements, and $1.7 million is attributable to other maintenance activity.

These increases were partially offset by $6.9 million attributable to lower rail transportation pass-through costs.

Revenues and other income increased $12.0 million in 2025 compared to 2024, of which $6.8 million is attributable to higher physical volumes, $4.3 million attributable to higher tariff rates, $0.5 million is attributable to other income and services provided directly to third parties, and $0.4 million is attributable to MVC revenues that were previously deferred .

Operating and maintenance expenses (exclusive of depreciation) increased $4.3 million, of which $3.2 million is attributable to higher maintenance activity and $1.1 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements.

Interest and Other

Inter est expense, net of interest income, increased $29.7 million, of which $23.7 million is attributable primarily to higher interest rates on our credit facilities and higher borrowings on our revolving credit facility, and $6.0 million is attributable to the $400.0 million 5.50% fixed-rate senior notes issued in April 2022.

Income tax expense increased $11.3 million in the same period primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offerings and unit repurchase transactions in 2022 and 2023.

Interest expense, net of interest income, increased $23.4 million in 2025 compared to 2024, of which $41.5 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, $2.6 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 $37.1 million attributable to interest on $800.0 million 5.625% fixed-rate senior unsecured notes that were redeemed in March 2025 and $0.3 million attributable to interest on our Credit Facilities.

Income tax expense increased $42.0 million in 2025 compared to 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offerings and unit repurchase transactions in 2024 and 2025.

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.

However, commodity price fluctuations indirectly influence our activities and results of operations over the long-term, since they can affect production rates and investments by Hess and third parties in the development of new crude oil and natural gas reserves.

However, commodity price fluctuations indirectly influence our activities and results of operations over the long-term, since they can affect production rates and investments by our Sponsor and third parties in the development of new crude oil and natural gas reserves.

The markets for oil and natural gas are volatile and will likely continue to be volatile in the future.

The throughput volumes at our facilities depend primarily on the volumes of crude oil and natural gas produced by Hess and third parties in the Bakken, which, in turn, are ultimately dependent on Hess’ and third parties’ exploration and production margins.

The throughput volumes at our facilities depend primarily on the volumes of crude oil and natural gas produced by our Sponsor and third parties in the Bakken, which, in turn, are ultimately dependent on our Sponsor’s and third parties’ exploration and production margins.

Exploration and production margins depend on the price of crude oil, natural gas, and NGLs.

These prices are volatile and influenced by numerous factors beyond our or our customers’ control, including the domestic and global supply of and demand for crude oil, natural gas and NGLs.

Sustained periods of low prices for oil and natural gas could materially and adversely affect the quantities of oil and natural gas that Hess and third parties can economically produce.

Sustained periods of low prices for oil and natural gas could materially and adversely affect the quantities of oil and natural gas that our Sponsor and third parties can economically produce.

The commodities trading markets, as well as global and regional supply and demand factors, may also influence the selling prices of crude oil, natural gas and NGLs.

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.

In the second quarter of 2020, as a result of the sharp decline in crude oil prices, Hess reduced its rig count from six rigs to one rig in the Bakken.

In addition, third parties in the Bakken also curtailed production and reduced drilling activity.

Our contract structure has largely offset and is expected to continue to offset potential impact of the reduction in volumes on our financial performance metrics through the initial term of our commercial agreements, as our minimum volume commitments provide minimum levels of cash flows and the fee recalculation mechanisms under our agreements support our cash flow stability.

Subsequently, Hess increased its rig count in the Bakken to three operated rigs in September 2021, and to four operated rigs in July 2022.

To the extent our plans include revenues for volumes above currently established MVC levels, such revenues could decline to the MVC levels as a result of market volatility.

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.

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

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.

For our terminaling and water gathering systems, the rates will continue to be reset through our annual rate redetermination process through 2033.

For all of our systems, MVCs will continue to provide downside protection through 2033.

Generally, all of our volumes are expected to be above currently established MVC levels in 2025, 2026 and 2027.

For all of our systems, MVCs will continue to provide downside risk protection through 2033.

Reconciliation of Non‑GAAP Financial Measure

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We believe that cash generated from these sources will be sufficient to meet our operating requirements, our planned capital expenditures, debt service requirements, our quarterly cash distribution requirements, future internal growth projects or potential acquisitions.

Risk Factors for a discussion of risks related to the Chevron Merger.

Our partnership agreement requires that we distribute all of our available cash to shareholders.

During the year ended December 31, 2024, we made distributions of $235.3 million to the holders of our equity securities representing limited partner interests in us.

In addition, the Partnership made distributions of $350.8 million to the Sponsors as holders of the Class B Units of the Partnership.

On January 27, 2025, we declared a quarterly cash distribution of $0.7012 per Class A Share that was paid on February 14, 2025, to shareholders of record on February 6, 2025, and the Partnership made distributions of $0.7012 per Class B Unit of the Partnership to the Sponsors.

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

For information related to the Company’s distributions, see Item 8.

Financial Statements and Supplementary Data.

Note 8, Partners’ Capital and Distributions and Note 14, Subsequent Events.

Fixed‑Rate Senior Notes

In May 2024 the Partnership issued $600.0 million aggregate principal amount of 6.500% fixed‑rate senior unsecured notes due 2029 to qualified institutional investors.

Interest is payable semi‑annually on June 1 and December 1, commencing December 1, 2024.

The Partnership used the proceeds to reduce indebtedness outstanding under the Partnership’s revolving credit facility, with the remaining net proceeds for general corporate purposes.

In April 2022, the Partnership issued $400.0 million aggregate principal amount of 5.500% fixed-rate senior unsecured notes due 2030 to qualified institutional investors.

Interest is payable semi-annually on April 15 and October 15.

The Partnership used the proceeds to repay the borrowings under its revolving credit facility used to finance the April 4, 2022, repurchase transaction.

In August 2021, the Partnership issued $750.0 million aggregate principal amount of 4.250% fixed‑rate senior unsecured notes due 2030 to qualified institutional investors.

Interest is payable semi‑annually on February 15 and August 15.

The Partnership used the proceeds to fund a 2021 repurchase transaction.

In December 2019, the Partnership issued $550.0 million aggregate principal amount of 5.125% fixed‑rate senior unsecured notes due 2028 to qualified institutional investors.

Interest is payable semi‑annually on June 15 and December 15.

The Partnership used the net proceeds to finance the acquisition of HIP, including to repay borrowings under HIP’s credit facilities, and pay related fees and expenses.

In December 2019, in connection with the Restructuring, the Partnership assumed $800.0 million aggregate principal amount of 5.625% outstanding fixed-rate senior unsecured notes of HIP in a par-for-par exchange for newly issued 5.625% senior notes due 2026 of the Partnership.

Interest is payable semi‑annually on February 15 and August 15.

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

Each of the indentures for the senior 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 December 31, 2024, we were in compliance with all debt covenants under the indentures.

In addition, the covenants included in the indentures governing the senior notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indentures, 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.

The Company is a holding company and has no independent assets or operations.

Other than the interest in the Partnership and the effect of federal and state income taxes that are recognized at the Company level, there are no material differences between the consolidated financial statements of the Partnership and the consolidated financial statements of the Company.

For information related to the Company’s fixed-rate senior unsecured notes, see Item 8.

Financial Statements and Supplementary Data.

Note 7, Debt and Interest Expense.

Credit Facilities

In July 2022, the Partnership amended and restated its existing credit agreement for its senior secured credit facilities (the “Credit Facilities”) consisting of a $1.0 billion 5-year revolving credit facility and a fully drawn $400.0 million 5-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 5-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin ranging from 1.65% to 2.55%, while the applicable margin for the 5-year syndicated revolving credit facility ranges 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).

If the Partnership obtains an investment grade credit rating, the pricing levels will be based on the Partnership’s credit ratings in effect from time to time.

At December 31, 2024, borrowings of $15.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $385.0 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, prior to the Partnership obtaining an investment grade credit rating, 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 December 31, 2024, we were in compliance with these financial covenants.

For information related to the Company’s senior unsecured credit facilities (the “Credit Facilities”), see Item 8.

Financial Statements and Supplementary Data.

Note 7, Debt and Interest Expense.

The following table sets forth a summary of our cash flows (in millions):

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Net cash provided by operating activities increased $43.5 million in 2025 compared to 2024.

The change in net cash provided by operating activities resulted from an increase in revenues and other income of $146.9 million, an increase in distributions received from equity investments of $5.8 million, partially offset by an increase in expenses, other than depreciation, equity-based compensation and other non-cash gains and losses of $56.3 million and an increase in cash used by changes in working capital of $22.5 million.

The change in net cash provided by operating activities resulted from an increase in revenues and other income of $125.8 million and an increase in distributions received from equity investments of $4.2 million, partially offset by an increase in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $44.7 million and an increase in cash used by changes in working capital of $41.8 million.

Net cash provided by operating activities increased $73.9 million in 2024 compared to 2023.

The change in net cash provided by operating activities resulted from an increase in revenues and other income of $73.4 million, partially offset by an increase in expenses, other than depreciation and other non-cash gains and losses of $66.5 million and a decrease in distributions received from equity investments of $1.6 million.

Investing Activities.

Net cash used in investing activities increased $82.6 million in 2024 compared to 2023, driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and related pipeline infrastructure expansion program.

Net cash used in investing activities decreased $14.7 million in 2023 compared to 2022, driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and related pipeline infrastructure expansion program.

Net cash used in investing activities decreased $50.5 million in 2025 compared to 2024, 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.

Net cash used in investing activities increased $82.6 million in 2024 compared to 2023, 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.

Financing Activities.

Net cash used in financing activities increased $95.3 million in 2025 compared to 2024.

In 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 $300.5 million net proceeds from borrowings under our Credit Facilities compared to $337.5 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.

In addition, in 2025, we spent $100.0 million more for share and unit repurchases, paid higher distributions to shareholders and noncontrolling interests of $29.6 million, as well as paid higher transaction costs of $0.7 million compared to 2024.

Net cash used in financing activities decreased $5.3 million in 2024 compared to 2023.

In 2024, we received proceeds of $590.5 million, net of financing costs, from our issuance of $600.0 million aggregate principal amount of 6.500% fixed-rate senior unsecured notes, that we used to reduce indebtedness outstanding under our revolving credit facility and for general corporate purposes.

In 2024, we repaid $337.5 million of net borrowings under out Credit Facilities compared to $319.5 million net proceeds from borrowings under our Credit Facilities in 2023.

In 2024, we repaid $337.5 million of net borrowings under our Credit Facilities compared to $319.5 million net proceeds from borrowings under our Credit Facilities in 2023.

In addition, in 2024, we spent $100.0 million less for repurchases of Class B Units of the Partnership and had lower transaction costs of $0.9 million, partially offset by higher distributions to shareholders and noncontrolling interest of $29.1 million.

Net cash used in financing activities increased $18.6 million in 2023 compared to 2022.

In 2023, we had higher distributions to shareholders and noncontrolling interest of $25.8 million and paid higher transactions costs of $1.6 million related to unit repurchase transactions.

In 2023, we also had higher net borrowings under our credit facilities of $395.5 million that we used primarily to finance the 2023 unit repurchase transactions;

whereas in 2022, we had $386.7 million of proceeds from issuance of unsecured senior notes, net of any financing costs, that we used to repay the borrowings under our revolving credit facility used to finance the 2022 repurchase transaction.

Capital Expenditures

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Additions to property, plant and equipment

Capital expenditures in 2024 are primarily attributable to continued expansion of our compression capacity and gas capture capabilities and related pipeline infrastructure to meet Hess’ and third parties’ current and future production growth and gas capture targets.

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

Capital expenditures in 2023 and 2022 were also attributable to continued expansion of our compression capacity and related pipeline infrastructure.

Capital expenditures in 2025 focused on construction of two new compressor stations and associated pipeline infrastructure.

Capital expenditures in 2024 and 2023 were also attributable to multi-year expansion of our compression capacity and related pipeline infrastructure.

Cash Requirements

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Note 7 , Debt and Interest Expense.

On February 12, 2025, the Partnership issued $800.0 million aggregate principal amount of 5.875% fixed‑rate senior unsecured notes due 2028 at par to qualified institutional investors.

The Partnership intends to use the net proceeds from the issuance of the new notes, along with borrowings under its revolving credit facility, to redeem its outstanding $800.0 million aggregate principal amount of 5.625% senior notes due 2026 (the “2026 Notes”).

The Partnership delivered a notice of redemption in respect of the 2026 Notes on February 3, 2025.

Financial Statements and Supplementary Data.

Note 14, Subsequent Events.

• Purchase obligations:

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Contingent liabilities are recorded when probable and reasonably estimable, the determination of which requires significant judgment and is subject to inherent uncertainty.

On August, 12, 2022, the Company became aware of a produced water release from an underground pipeline located approximately 8 miles north of Ray, North Dakota.

It is estimated that approximately 34,000 barrels of produced water were released, causing impacts to soils, crops, and groundwater.

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

The Company has recorded reserves for the estimated ongoing and future costs to remediate impacts of the release.

Financial Statements and Supplementary Data.

Note 11 , Commitments and Contingencies.

On the basis of existing information, we believe that the resolution of any such matters, individually or in the aggregate, will not have a material adverse effect on our financial position or results of operations.

Estimates related to contingencies affect operating expenses in our accompanying consolidated statements of operations and liabilities in our balance sheets.

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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, Hess 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, Chevron 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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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Hess Midstream LP and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, of changes in partners’ capital (deficit) and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Hess Midstream LP and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of changes in partners’ capital (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audit.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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The Company recognizes revenues for each performance obligation under commercial agreements over-time as services are rendered using the output method, measured using the amount of volumes serviced for the period.

The Company has long-term fee-based commercial agreements with certain subsidiaries of Hess Corporation 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, the Company receives a fee per barrel of crude oil, barrel of water, Mcf of natural gas, or Mcf equivalent of NGLs, as applicable, delivered during each month, and Hess Corporation is obligated to provide the Company with minimum volumes of crude oil, water, natural gas and NGLs.

The Company has long-term fee-based commercial agreements with certain subsidiaries of Chevron Corporation 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, the Company receives a fee per barrel of crude oil, barrel of water, Mcf of natural gas, or Mcf equivalent of NGLs, as applicable, delivered during each month, and Chevron Corporation is obligated to provide the Company with minimum volumes of crude oil, water, natural gas and NGLs.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s affiliate services revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over revenue recognized under commercial agreements with Hess Corporation.

These procedures also included, among others (i) obtaining an understanding of the Company’s accounting policy for recognizing and recording revenue;

(ii) evaluating whether the revenue recognized under the commercial agreements is consistent with the policy;

(iii) testing the amount and timing of revenue recognized, including price and quantity, for a sample of transactions by obtaining confirmations from subsidiaries of Hess Corporation;

(iii) testing the amount and timing of revenue recognized, including price and quantity, for a sample of transactions by obtaining confirmations from subsidiaries of Chevron Corporation;

and (iv) confirmation of outstanding customer invoice balances as of December 31, 2025.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Hess Midstream LP (the Company) as of December 31, 2023 the related consolidated statements of operations, changes in partners’ capital, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.

We have audited the accompanying consolidated statements of operations, changes in partners’ capital, and cash flows of Hess Midstream LP (the Company) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

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Houston, Texas

February 29, 2024, except for the effects of the Company’s adoption of ASU 2023-07, Improvements to Reportable Segment Disclosures , as described in Note 2 and Note 12, as to which the date is August 8, 2024

February 29, 2024, except for the effects of the Company’s adoption of ASU 2023-07, Improvements to Reportable Segment Disclosures , as to which the date is August 8, 2024.

HESS M IDSTREAM LP

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Sale of shares held by Sponsors

Class B unit repurchase

Share and unit repurchases

Transaction costs

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Sale of shares held by Sponsors

Class B unit repurchase

Share and unit repurchases

Transaction costs

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Sale of shares held by Sponsors

Class B unit repurchase

Share and unit repurchases

Transaction costs

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Cash flows from financing activities

Net proceeds from (repayments of) bank borrowings with maturities of 90

Bank borrowings with maturities of greater than 90 days

Proceeds from issuance of senior notes

Net proceeds from (repayments of) borrowings with maturities of 90

Borrowings with maturities of greater than 90 days:

Deferred financing costs

Transaction costs

Class B unit repurchase

Share and unit repurchases

Distributions to shareholders

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Recognition of deferred tax asset

Tioga System Acquisition contingent liability adjustment

See accompanying notes to consolidated financial statements.

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Our “general partner” refers to Hess Midstream GP LP.

“Hess” refers collectively to Hess Corporation and its subsidiaries, other than us.

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.

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.

Descr iption of Business

Description of Business.

We are a fee-based, growth-oriented, Delaware limited partnership formed by Hess Infrastructure Partners GP LLC, the general partner of Hess Infrastructure Partners LP (“HIP”), and our general partner to own, operate, develop and acquire a diverse set of midstream assets and provide fee-based services to Hess and third-party customers.

HIP was originally formed in 2015 as a 50 / 50 joint venture between Hess and Global Infrastructure Partners, a part of BlackRock (“GIP” and, together with Hess, the “Sponsors”).

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

HIP was originally formed in 2015 as a 50 / 50 joint venture between Hess and GIP .

On April 10, 2017, we completed an initial public offering (“IPO”) as a master limited partnership, pursuant to which HIP contributed to the Partnership a 20 % controlling economic interest in each of (i) Hess North Dakota Pipelines Operations LP;

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and (iii) Hess North Dakota Export Logistics Operations LP (collectively, the “Joint Interest Assets”) and a 100 % interest in Hess Mentor Storage Holdings LLC.

HIP owned the remaining 80 % economic interest in the Joint Interest Assets, a 100 % interest in certain other businesses, including Hess’ Bakken water services business (“Hess Water Services”), which it acquired from Hess on March 1, 2019, and a 100 % interest in Hess Midstream Partners GP LP (“MLP GP LP”), which held all of the Partnership’s outstanding incentive distribution rights and the general partner interest in the Partnership, and controlled the Partnership.

HIP owned the remaining 80 % economic interest in the Joint Interest Assets, a 100 % interest in certain other businesses, including Hess’ Bakken water services business (“Hess Water Services”), which it acquired from Hess on March 1, 2019, and a 100 % interest in Hess Midstream Partners GP LP, which held all of the Partnership’s outstanding incentive distribution rights and the general partner interest in the Partnership, and controlled the Partnership.

On December 16, 2019, the Company and the Partnership completed the transactions (the “Restructuring”) contemplated by the Partnership Restructuring Agreement, dated October 3, 2019, by and among the Company, the Partnership and the other parties thereto.

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The Partnership changed its name to “Hess Midstream Operations LP” and became a consolidated subsidiary of the Company.

After consummation of the Restructuring, the Sponsors and their affiliates own an aggregate of 898,000 Class A shares in the Company, all of the Class B units representing noncontrolling limited partner interests in the Partnership, 100 % interest in the general par tner of the Company and, through their ownership of the general partner, continue to have the right to elect the entire board of directors.

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

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

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

If the Chevron Merger is completed, Chevron will acquire Hess’ 37.8 % ownership in the Company, including its right to appoint four directors to the Company’s Board.

The Company’s contract structure remains in place.

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 3, 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 October 22, 2023 (the “Merger”).

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 and, through its ownership of the general partner, has the right to elect the entire board of directors;

• 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.

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.

Our assets are primarily located in the Bakken and Three Forks shale plays in the Williston Basin area of North Dakota, which we collectively refer to as the Bakken.

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All financial statement activities associated with the VIE are captured within gathering, processing and storage, and terminaling and export segments (see Note 12 , Segments ).

At December 31, 2024, our noncontrolling interest represents the 52.3 % interest in the Partnership retained by Hess and GIP (2023:

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

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

All intercompany transactions and balances have been eliminated.

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We present accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected.

There were no doubtful accounts written off, nor have we provided an allowance for credit losses, as of December 31, 2024 and 2023 .

There were no doubtful accounts written off, nor have we provided a material allowance for credit losses, as of December 31, 2025 and 2024 .

Accounts Receivable – Affiliate.

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We earn substantially all of our revenues by charging fees for gathering, compressing and processing natural gas and fractionating NGLs;

gathering, terminaling, loading and transporting crude oil and NGLs, gathering and disposing produced water, and storing and terminaling propane.

gathering, terminaling, loading and transporting crude oil and NGLs;

gathering and disposing produced water;

and storing and terminaling propane.

We do not own or take title to the volumes that we handle.

Effective January 1, 2014, we entered into (i) gas gathering, (ii) crude oil gathering, (iii) gas processing and fractionation, (iv) storage services and (v) terminal and export services fee‑based commercial agreements with certain subsidiaries of Hess, and effective January 1, 2019, we entered into water gathering and disposal services fee-based agreements with a subsidiary of Hess.

Effective January 1, 2014, we entered into (i) gas gathering, (ii) crude oil gathering, (iii) gas processing and fractionation, (iv) storage services and (v) terminal and export services fee‑based commercial agreements with certain subsidiaries of Chevron, and effective January 1, 2019, we entered into water gathering and disposal services fee-based agreements with a subsidiary of Chevron.

Our responsibilities to provide each of the above services for each year under each of the commercial agreements are considered separate, distinct performance obligations.

We recognize revenues for each performance obligation under our commercial agreements over‑time as services are rendered using the output method, measured using the amount of volumes serviced during the period.

The minimum volume commitments are subject to fluctuation based on nominations covering substantially all of Hess’ production and projected third-party volumes that will be purchased by Hess in the Bakken.

The minimum volume commitments are subject to fluctuation based on nominations covering substantially all of Chevron’s production and projected third-party volumes that will be purchased by Chevron in the Bakken.

As the minimum volume commitments are subject to fluctuation, and these commercial agreements contain fee inflation escalators and fee recalculation mechanisms, substantially all of the transaction price, as this term is defined in Accounting Standards Codification (“ASC”) Topic, ASC 606, is variable at inception of each of the commercial agreements.

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The costs and expenses related to fulfilling our obligations under the commercial agreements are reflected in Operating and maintenance expenses in the accompanying Consolidated Statements of Operations.

The minimum volumes that Hess provides to our assets under our commercial agreements include dedicated production covering substantially all of Hess’ existing and future owned or controlled production in the Bakken and projected third-party volumes owned or controlled by Hess through dedicated third-party contracts.

If Hess delivers volumes less than the applicable minimum volume commitments under our commercial agreements during any quarter, Hess is obligated to pay us a shortfall fee equal to the volume deficiency multiplied by the related gathering, processing and/or terminaling fee, as applicable.

The minimum volumes that Chevron provides to our assets under our commercial agreements include dedicated production covering substantially all of Chevron’s existing and future owned or controlled production in the Bakken and projected third-party volumes owned or controlled by Chevron through dedicated third-party contracts.

If Chevron delivers volumes less than the applicable minimum volume commitments under our commercial agreements during any quarter, Chevron is obligated to pay us a shortfall fee equal to the volume deficiency multiplied by the related gathering, processing and/or terminaling fee, as applicable.

Our responsibility to stand-ready to service a minimum volume over each quarterly commitment period represents a separate, distinct performance obligation.

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, which is initially reported in deferred revenue.

Hess may apply such credit against the fees payable for any volumes delivered to us under the applicable agreement in excess of Hess’ nominated volumes up to four quarters after such credit is earned.

Unused credits by Hess are recognized as revenue when they expire after four quarters.

However, Hess is not entitled to receive any such credit with respect to crude oil terminaling services under our terminal and export services agreement or water handling services under our water gathering and disposal services agreements.

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, which is initially reported in deferred revenue.

Chevron may apply such credit against the fees payable for any volumes delivered to us under the applicable agreement in excess of Chevron’s nominated volumes up to four quarters after such credit is earned.

Unused credits are recognized as revenue when the likelihood of Chevron exercising its remaining rights becomes remote.

However, Chevron is not entitled to receive any such credit with respect to crude oil terminaling services under our terminal and export services agreement or water handling services under our water gathering and disposal services agreements.

In addition, we provide gathering and processing services directly to third-party customers.

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If it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is established to reduce the deferred tax assets to the amount expected to be realized.

Any corporate alternative minimum tax impacts are treated as a period cost rather than part of a valuation allowance assessment.

Environmental and Legal Contingencies.

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New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help users of financial statements understand how the chief operating decision maker evaluates segment expenses and operating results.

The ASU does not change how an entity identifies its operating segments.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU on April 1, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements (see Note 12, Segments ).

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires, among other disclosures, greater disaggregation of information, the use of certain categories in the rate reconciliation, and the disaggregation of income taxes paid by jurisdiction.

The ASU is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted.

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

We adopted this ASU for the year ended December 31, 2025 , and applied the amendments prospectively.

See Note 13, Income Taxes.

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

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Equity Offering Transactions

During the years ended December 31, 2024, 2023 and 2022, our Sponsors sold the following aggregate number of our Class A shares representing limited partner interests (“Class A Shares”) in underwritten public offering transactions:

During the years ended December 31, 2025, 2024 and 2023, our Sponsors sold the following aggregate number of our Class A Shares in underwritten public offering transactions:

Public Offering Date

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Total Number of Shares Offered

April 4, 2022

Price Per Share (2)

August 17, 2023 (3)

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September 20, 2024

February 12, 2025 (3)

(1) Overallotment options were exercised in full on the same date as the public offering date unless stated otherwise.

(2) Offering price for the 2022 and 2023 transactions represents price to the public excluding underwriting discounts.

Offering price for the 2024 transactions represents price to the underwriter.

(3) The overallotment options for these transactions were exercised in full on August 22, 2023 and June 3, 2024, respectively.

Hess and GIP sold their Class A Shares 50/50 as part of the April 4, 2022, and May 19, 2023 transactions .

(2) Offering price per share for the 2023 and 2025 transactions represents price to the public excluding underwriting discounts.

Offering price for the 2024 transactions represents price per share to the underwriter.

(3) The overallotment options for these transactions were exercised in full on August 22, 2023, June 3, 2024, and February 19, 2025, respectively.

Hess and GIP sold their Class A Shares 50/50 as part of the May 19, 2023 transaction .

For the remaining equity offering transactions listed above, GIP was the sole selling shareholder.

GIP received net proceeds from the 2025 equity offering transactions of approximately $ 1.0 billion in total (2024:

$ 662.2 million, 2022:

$ 1.2 billion , 2023:

$ 662.2 million in total for both Sponsors, after deducting underwriting discounts).

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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 the Sponsors by exchanging to us the respective number of their Class B Units in the Partnership, together with an equal number of our Class B Shares and, 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 the Sponsors by exchanging to us a corresponding number of their Class B Units in the Partnership, together with an equal number of our Class B Shares and, as a result, the total number of Class A 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 2, Summary of Significant Accounting Policies and Basis of Presentation .

As a result of the equity offering transactions described above, we recognized an adjustment decreasing the carrying amount of the Class A shareholders’ capital balance by $ 8.6 million during the year ended December 31, 2024 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

During the year ended December 31, 2023 and December 31, 2022 we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $ 17.8 million and $ 27.0 million, respectively, 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 and $ 8.6 million during the years ended December 31, 2025 and December 31, 2024, respectively, and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

During the year ended December 31, 2023 we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $ 17.8 million and decreasing the carrying amount of noncontrolling interest by an equal amount.

Class B Unit Repurchases

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March 27, 2023

April 4, 2022

March 30, 2023

June 26, 2023

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September 11, 2024

The March 29, 2022, unit repurchase agreement between the Company, the Partnership and the Sponsors was subject to the secondary equity offering transaction described above.

The aggregate number of Class B Units to be purchased by the Partnership from the Sponsors was determined by dividing (a) $ 400.0 million by (b) the public offering price of the Class A Shares set in the secondary equity offering described above.

The repurchase transaction was funded using borrowings under the Partnership’s revolving credit facility, which were subsequently repaid with proceeds from an issuance by the Partnership of $ 400.0 million senior unsecured notes (see Note 7, Debt and Interest Expense ).

For the 2023 and 2024 unit repurchase transactions, the purchase price per Class B Unit was set as the closing price of the Class A Shares on each respective unit repurchase agreement date.

The 2023 and 2024 unit repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand (see Note 7, Debt and Interest Expense ).

Pursuant to the terms of the 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 Class B Shares representing limited partner interests in the Company held by the Company’s general partner.

The repurchase 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.

January 13, 2025

January 15, 2025

August 4, 2025

August 8, 2025

T he purchase price per Class B Unit was set as the closing price of the Class A Shares on each respective unit repurchase agreement date.

The unit repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand (see Note 7, Debt and Interest Expense ).

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 Class B Shares representing limited partner interests in the Company.

Accelerated Share Repurchases

For the year ended December 31, 2025, we had the following activity related to accelerated share repurchase (“ASR”) transactions (aggregate purchase price in millions):

ASR Prepayment Date

ASR Termination Date

Number of Class A Shares Repurchased

Aggregate Purchase Price

Average Price Per Share

August 5, 2025

September 10, 2025

We did no t have ASR transactions during 2024 or 2023.

For the 2025 ASR transactions, the purchase price per Class A Share was 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 ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility (see Note 7, Debt and Interest Expense ).

The Class B Unit repurchases 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.

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 consolidated statement of changes in partners’ capital (deficit).

Distributions to noncontrolling interest holders related to the 2024 and 2025 repurchase transactions exceeded the noncontrolling interest’s carrying value resulting in a deficit balance as shown in the accompanying consolidated statement of changes in partners’ capital (deficit).

We incurred approximately $ 2.9 million of costs directly attributable to the repurchase transactions (2024:

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$ 3.3 million) that were charged to equity.

As a result of the equity offering transactions and the unit repurchase transactions described above, we also recognized an additional deferred tax asset of $ 329.8 million (2023:

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 (2024:

$ 329.8 million, 2023:

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See Note 8, Partners’ Capital and Distributions for the impact of the above equity transactions on the number of shares outstanding.

See Note 14, Subsequent Events for description of the January 2025 unit repurchase transaction and February 2025 equity offering transaction.

Related Party Transactions

We are part of the consolidated operations of Hess, and substantially all of our revenues as shown on the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 were derived from transactions with Hess and its affiliates.

We are part of the consolidated operations of Chevron, and substantially all of our revenues as shown on the accompanying consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 were derived from transactions with Chevron and its affiliates.

In 2023, we began providing our services directly to third-party customers and we plan to increase our services to third parties in the future.

Hess also provides substantial operational and administrative services to us in support of our assets and operations.

Chevron also provides substantial operational and administrative services to us in support of our assets and operations.

In addition, we had Class B Unit repurchase transactions and distributions to the Sponsors, which are disclosed elsewhere in the Notes to consolidated financial statements.

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 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.

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 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.

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.

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 effective January 1, 2014 (“Initial Term”).

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.

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 agreement 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.

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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 will be 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 will 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’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.

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 initially recorded as deferred revenue and recognized as revenue as the credits are utilized, expire, or when the likelihood of Chevron utilizing its remaining credits becomes remote.

At December 31, 2025, deferred revenue included in Accrued liabilities in the accompanying consolidated balance sheet was $ 6.4 million (December 31, 2024:

For the years ended December 31, 2024, 2023 and 2022 , approximately 98 % , 99 % , and 100 % , respectively, of our revenues were 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.

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

Together with Hess, 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.

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

$ 2.6 million ).

For the years ended December 31, 2025, 2024 and 2023 , approximately 97 % , 98 % , and 99 % , respectively, of our revenues were attributable to our fee-based commercial agreements with Chevron, including revenues from third-party volumes contracted with Chevron and delivered to us under these agreements.

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

Together with Chevron, 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.

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

Year Ended December 31,

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Total revenues

The following table presents MVC shortfall fee revenue earned during each period:

Year Ended December 31,

(in millions)

Oil and gas gathering services

Processing and storage services

Terminaling and export services

Water gathering disposal services

The following table presents third-party pass-through costs for which we recognize revenues in an amount equal to the costs.

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Omnibus and Employee Secondment Agreements

We entered into an omnibus agreement with Hess under which we pay Hess on a monthly basis an amount equal to the total allocable costs of Hess’ employees and contractors, subcontractors or other outside personnel engaged by Hess and its subsidiaries to the extent such employees and outside personnel perform operational and administrative services for us in support of our assets, plus a specified percentage markup of such amount depending on the type of service provided, as well as an allocable share of direct costs of providing these services.

We also entered into an employee secondment agreement with Hess under which certain employees of Hess are seconded to our general partner to provide services with respect to our assets and operations, including executive oversight, business and corporate development, unitholder and investor relations, communications and public relations, routine and emergency maintenance and repair services, routine operational services, routine administrative services, construction services, and such other operational, commercial and business services that are necessary to develop and execute the Company’s business strategy.

On a monthly basis, we pay a secondment fee to Hess that is intended to cover and reimburse Hess for the total costs actually incurred by Hess and its affiliates in connection with employing the seconded employees to the extent such total costs are attributable to the provision of services with respect to the Company’s assets and operations.

For the years ended December 31, 2024, 2023 and 2022, we had the following charges from Hess included in the operating and maintenance expenses and general and administrative expenses in the accompanying consolidated statement of operations.

We entered into an omnibus agreement with Chevron under which we pay Chevron on a monthly basis an amount equal to the total allocable costs of Chevron’s employees and contractors, subcontractors or other outside personnel engaged by Chevron and its subsidiaries to the extent such employees and outside personnel perform operational and administrative services for us in support of our assets, plus a specified percentage markup of such amount depending on the type of service provided, as well as an allocable share of direct costs of providing these services.

We also entered into an employee secondment agreement with Chevron under which certain employees of Chevron are seconded to our general partner to provide services with respect to our assets and operations, including executive oversight, business and corporate development, investor relations, communications and public relations, routine and emergency maintenance and repair services, routine operational services, routine administrative services, construction services, and such other operational, commercial and business services that are necessary to develop and execute the Company’s business strategy.

On a monthly basis, we pay a secondment fee to Chevron that is intended to cover and reimburse Chevron for the total costs actually incurred by Chevron and its affiliates in connection with employing the seconded employees to the extent such total costs are attributable to the provision of services with respect to the Company’s assets and operations.

For the years ended December 31, 2025, 2024 and 2023, we had the following charges from Chevron included in the operating and maintenance expenses and general and administrative expenses in the accompanying 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.

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LM4 Agreements

Separately from our commercial agreements with Hess, effective January 24, 2018, we entered into a gas processing agreement with LM4, a 50 / 50 joint venture with Targa, under which we deliver natural gas to LM4, and LM4 processes and redelivers certain volumes of residue gas and NGLs resulting from such processing services.

Separately from our commercial agreements with Chevron, effective January 24, 2018, we entered into a gas processing agreement with LM4, a 50 / 50 joint venture with Targa, under which we deliver natural gas to LM4, and LM4 processes and redelivers certain volumes of residue gas and NGLs resulting from such processing services.

The agreement has a 16 -year initial term, after which it is automatically renewed for subsequent one-year terms unless terminated by either party .

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4.250 % due 2030

5.500 % due 2030

Total fixed-rate senior notes

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Fixed‑Rate Senior Notes

In February 2025, the Partnership issued $ 800.0 million aggregate principal amount of 5.875 % fixed‑rate senior unsecured notes due 2028 to qualified institutional investors.

Interest is payable semi‑annually on March 1 and September 1 , commencing September 1, 2025.

The Partnership used the net proceeds from the issuance of the new notes, along with borrowings under its revolving credit facility, to redeem its outstanding $ 800.0 million aggregate principal amount of 5.625 % fixed‑rate senior unsecured notes due 2026 (the “2026 Notes”).

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 consolidated statement of operations.

In May 2024, the Partnership issued $ 600.0 million aggregate principal amount of 6.500 % fixed‑rate senior unsecured notes due 2029 to qualified institutional investors.

Interest is payable semi‑annually on June 1 and December 1, commencing December 1, 2024 .

Interest is payable semi‑annually on June 1 and December 1 .

The Partnership used the proceeds to reduce indebtedness outstanding under the Partnership’s revolving credit facility, with the remaining net proceeds for general corporate purposes.

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The Partnership used the net proceeds to finance the acquisition of HIP, including to repay borrowings under HIP’s credit facilities, and pay related fees and expenses.

In December 2019, in connection with the Restructuring, the Partnership, assumed $ 800.0 million aggregate principal amount of 5.625 % outstanding fixed-rate senior notes of HIP in a par-for-par exchange for newly issued 5.625 % senior unsecured notes due 2026 of the Partnership.

Interest is payable semi‑annually on February 15 and August 15 .

On February 3, 2025, the Partnership delivered a notice of redemption in respect of these notes.

See Note 14, Subsequent Events .

At December 31, 2024 and 2023, the Partnership’s fixed-rate senior unsecured notes had a weighted average interest rate of 5.4 % and 5.1 % , respectively.

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

(ii) transfer or sell assets or subsidiary stock;

(iii) incur additional debt;

At December 31, 2025 and 2024, the Partnership’s fixed-rate senior unsecured notes had a weighted average interest rate of 5.4 % for both years.

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 December 31, 2025, we were 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 indentures, 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.

The Company is a holding company and has no independent assets or operations.

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Credit Facilities

In July 2022, the Partnership amended and restated its existing credit agreement for its senior secured credit facilities (the “Credit Facilities”) consisting of a $ 1.0 billion 5 -year revolving credit facility and a fully drawn $ 400.0 million 5 ‑year Term Loan A facility.

The amended and restated Credit Facilities mature in July 2027 .

As of December 31, 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 5 -year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin ranging from 1.65 % to 2.55 %, while the applicable margin for the 5 ‑year syndicated revolving credit facility ranges 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).

If the Partnership obtains an investment grade credit rating, the pricing levels will be based on the Partnership’s credit ratings in effect from time to time.

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) .

At December 31, 2025, borrowings of $ 338.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $ 362.5 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 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, prior to the Partnership obtaining an investment grade credit rating, 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 December 31, 2024, the Partnership was in compliance with these financial covenants.

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 December 31, 2025, the Partnership was in compliance with this financial covenant.

Fair Value Measurement

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Shares Outstanding

As of December 31, 2024, our Sponsors and their affiliates, including our general partner, collectively held 898,000 Class A Shares (economic and voting) and 113,927,226 Class B Shares (non-economic, voting only) representing limited partner interests in the Company, and 113,927,226 Cl ass B Units of the Partnership representing limited partner interests in the Partnership.

As of December 31, 2025, our Sponsor and its affiliates collectively held 449,000 Class A Shares (economic and voting) and 78,283,296 Class B Shares (non-economic, voting only) of the Company, and 78,283,296 Cl ass B Units of the Partnership.

Class B Units of the Partnership together with the equal number of Class B Shares of the Company are convertible to Class A Shares of the Company on a one -for-one basis.

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Equity-based compensation

Equity offering transaction -

Repurchase Transaction -

Balance, December 31, 2022

Equity-based compensation

Repurchase Transaction -

Equity offering transaction -

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Balance, December 31, 2024

Equity-based compensation

Repurchase Transaction -

Equity offering transaction -

February 2025

Repurchase Transaction -

Equity offering transaction -

Repurchase Transaction -

Balance, December 31, 2025

Distributions

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First Quarter 2025

May‍ 14, 2025

Second Quarter 2025

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Concen tration of Credit Risk

As of December 31, 2024 and 2023, Hess and its affiliates represented approximately 97 % and 98 % , respectively, of accounts receivable from contracts with customers.

Total revenues attributable to Hess for the years ended December 31, 2024, 2023 and 2022 were approximately 98 % , 99 % , and 100 % , respectively.

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

Total revenues attributable to Chevron for the years ended December 31, 2025, 2024 and 2023 were approximately 97 % , 98 % , and 99 % , respectively.

Commitments and Contingencies

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The Company is subject to federal, state and local laws and regulations relating to the environment.

On August, 12, 2022, the Company became aware of a produced water release from an underground pipeline located approximately 8 miles north of Ray, North Dakota.

It is estimated that approximately 34,000 barrels of produced water were released, causing impacts to soils, crops, and groundwater.

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

As of December 31, 2024 , our reserves for all estimated remediation liabilities, inclusive of the produced water release discussed above, in Accrued liabilities and Other noncurrent liabilities were $ 1.9 million and $ 1.4 million, respectively, compared with $ 1.7 million and $ 5.3 million, respectively, as of December 31, 2023.

As of December 31, 2025 our reserves for all estimated remediation liabilities were $ 1.4 million in Accrued liabilities and $ 0.9 million in Other noncurrent liabilities , each in the accompanying consolidated balance she et, compared with $ 1.9 million and $ 1.4 million, respectively, as of December 31, 2024.

Legal Proceedings

In the ordinary course of business, the Company is from time to time party to various judicial and administrative proceedings.

We regularly assess the need for accounting recognition or disclosure of these contingencies.

In the case of a known contingency, we accrue a liability when the loss is probable and the amount is reasonably estimable.

If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued.

On or about March 14, 2023, the Company received a Notice of Violation (the “Notice”) from the North Dakota Department of Environmental Quality (“DEQ”) in connection with the produced water release described under Environmental Contingencies above.

The Notice alerted the Company that it may have violated the State’s water pollution control laws, but neither imposed nor waived any enforcement action.

On January 11, 2024, the DEQ proposed an Administrative Consent Agreement (“ACA”) that included an administrative penalty of $ 0.4 million and further line monitoring practices with respect to certain water gathering pipelines.

In December 2024, the Company finalized a settlement agreement with the DEQ for a total administrative penalty amount of $ 0.3 million.

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

Accordingly, as of December 31, 2024 and December 31, 2023 , we did no t have material accrued liabilities for legal contingencies.

As of December 31, 2025 and 2024 , we did no t have material accrued liabilities for legal contingencies.

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.

Lease and Purchase Obligations

As of December 31, 2025 and 2024 , we did no t have material lease obligations.

As of December 31, 2024, we had unconditional purchase commitments of $ 6.9 million for the year ending December 31, 2025, and none for the years thereafter.

As of December 31, 2025 , we did no t have material unconditional purchase commitment s for the year ending December 31, 2026 , or for any subsequent years thereafter.

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

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• Natural Gas Gathering and Compression .

A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Hess and third‑party owned or operated wells to the Tioga Gas Plant, LM4 gas processing plant, and third‑party pipeline facilities.

A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Chevron and third‑party owned or operated wells to the Tioga Gas Plant, LM4 gas processing plant, and third‑party pipeline facilities.

The system also includes the Hawkeye Gas Facility.

• Crude Oil Gathering :

A crude oil gathering system located primarily in McKenzie, Williams, and Mountrail Counties, North Dakota, connecting Hess and third‑party owned or operated wells to the Ramberg Terminal Facility and the Johnson’s Corner Header System.

A crude oil gathering system located primarily in McKenzie, Williams, and Mountrail Counties, North Dakota, connecting Chevron and third‑party owned or operated wells to the Ramberg Terminal Facility and the Johnson’s Corner Header System.

The system also includes the Hawkeye Oil Facility.

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• Johnson’s Corner Header System.

An approximately six ‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from Hess and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems.

An approximately six ‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from Chevron and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems.

• Other DAPL Connections .

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Total provision for income taxes

The difference between the effective income tax rate and the U.S.

statutory rate is reconciled below:

The reconciliation between the U.S.

statutory federal income tax rate and the Company’s effective income tax rate for the year ended December 31, 2025, in accordance with ASU 2023-09 guidance is as follows:

Year Ended December 31, 2025

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Effective rate

(1) State taxes in North Dakota made up the majority (greater than 50 %) of the tax effect in this category.

The reconciliation between the U.S.

statutory federal income tax rate and the Company’s effective income tax rate for the years ended December 31, 2024 and 2023, as previously reported, is as follows:

Year Ended December 31,

statutory rate

Noncontrolling interest in partnership

State income taxes, net of federal income tax

Effective rate

As a result of the equity offering and unit repurchase transactions (see Note 3, Equity Transactions ), we recognized an additional deferred tax asset in the total amount of $ 305.0 million ( 2024:

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and various states.

During the years presented, we did not have any material federal or state income tax payments.

We are not subject to corporate income tax examination for years prior to 2022.

Sub sequent Events

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.

The repurchase transaction was consummated on January 15, 2025.

The purchase price per Class B Unit was $ 38.87 , the closing price of the Class A Shares on January 13, 2025.

The unit repurchase transaction was funded using borrowings under the Partnership’s existing revolving credit facility (see Note 7, Debt and Interest Expense ).

On January 26, 2026 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7641 per Class A Share for the quarter ended December 31, 2025.

The distribution was paid on February 13, 2026 to shareholders of record as of the close of business on February 5, 2026 .

On February 14, 2025 , the Partnership also made a distribution of $ 0.7012 per Class B Unit of the Partnership to the Sponsors.

On February 12, 2025, the Partnership issued $ 800.0 million aggregate principal amount of 5.875 % fixed‑rate senior unsecured notes due 2028 at par to qualified institutional investors.

The Partnership intends to use the net proceeds from the issuance of the new notes, along with borrowings under its revolving credit facility, to redeem its outstanding $ 800.0 million aggregate principal amount of 5.625 % senior notes due 2026 (the “2026 Notes”) .

The Partnership delivered a notice of redemption in respect of the 2026 Notes on February 3, 2025.

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.

GIP also granted the underwriter an option to purchase up to an additional 1,650,000 Class A Shares at the same price per Class A Share, which was exercised in full on February 19, 2025.

GIP received net proceeds from the offering of approximately $ 494.7 million, after deducting underwriting discounts.

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

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

As a result of this public equity offering transaction and the unit repurchase transaction described above, the Company’s consolidated ownership in the Partnership increased to approximately 54.2 % at February 19, 2025 from approximately 47.7 % at December 31, 2024, and the noncontrolling interest decreased to 45.8 % from 52.3 %, respectively.

On February 13, 2026 , the Partnership also made a distribution of $ 0.7641 per Class B Unit of the Partnership to the Sponsor.

CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis