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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-27 · 231 added, 262 removed, 366 unchanged (57% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Based upon their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of December 31, 2024, John B.

Hess, Chief Executive Officer, and Jonathan C.

Stein, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of December 31, 2024.

Based upon their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of December 31, 2025, Jonathan C.

Stein, Chief Executive Officer, and Michael J.

Chadwick, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, in the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

There was no change in internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, in the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

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We sometimes refer to the directors and officers of GP LLC in this Annual Report on Form 10‑K as our directors and officers.

Because our general partner is a limited partnership, we are managed by the directors and executive officers of its general partner, GP LLC, a wholly owned subsidiary of HIP GP LLC.

Because our general partner is a limited partnership, we are managed by the directors and executive officers of its general partner, GP LLC, a wholly owned subsidiary of HIP GP LLC, a wholly owned subsidiary of Chevron.

Our shareholders are not entitled to elect our general partner, the general partner of our general partner, or the directors on its board of directors, or directly or indirectly participate in its management or operations.

Hess and GIP each have the right to nominate certain individuals to serve on the board of directors of GP LLC (the “Company Board”).

Because GP LLC is wholly owned by HIP GP LLC, HIP GP LLC has the right to elect the entire Company Board, including the independent directors, following their nomination by Hess and GIP.

Chevron has the right to nominate up to eight individuals to serve on the board of directors of GP LLC (the “Company Board”).

Because GP LLC is indirectly wholly owned by Chevron, Chevron has the right to elect the entire Company Board, including the independent directors.

Neither we nor our subsidiaries have any employees.

GP LLC, as the general partner of our general partner, has the sole responsibility for providing the employees and other personnel necessary to conduct our operations.

All of the employees that conduct our business are employed by affiliates of our general partner, but we sometimes refer to these individuals in this annual report on Form 10-K as our employees.

GP LLC, as the general partner of our general partner, has the sole responsibility for providing the personnel necessary to conduct our operations.

All of the personnel that conduct our business are employed by affiliates of our general partner, but we sometimes refer to these individuals in this Annual Report on Form 10-K as our employees.

Directors and Executive Officers of GP LLC

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Position with Hess Midstream GP LLC

Chairman of the Board of Directors and Chief Executive Officer

President and Chief Operating Officer

Chair of the Board

Chief Executive Officer

Chief Financial Officer

President and Chief Operating Officer

General Counsel and Secretary

Director and Vice President

Gerbert Schoonman

Hess was appointed as Chairman of the Company Board in September 2019 and has served as Chief Executive Officer of GP LLC since September 2019.

Hess served as Chairman of the board of directors (the “Partnership Board”) of Hess Midstream Partners GP LLC (“MLP GP LLC”) from September 2014 to December 2019 and as Chief Executive Officer of MLP GP LLC from July 2014 to December 2019.

Hess has served as Chief Executive Officer of Hess since 1995.

Hess joined Hess in May 1977 and was elected a director in November 1978.

He served as Chairman of the Board and Chief Executive Officer of Hess from 1995 until 2013.

Hess has served as a member of the board of directors of The Goldman Sachs Group, Inc.

since June 2024 and previously served as member of the board of directors of KKR & Co.

(formerly KKR & Co.

L.P.) from 2011 to 2023.

We believe that Mr.

Hess’ extensive experience in the energy industry, including his nearly 50-year career with Hess and his extensive leadership experience in his roles as Chief Executive Officer and Chairman of the Board of Hess, makes him well qualified to serve as Chairman of the Company Board.

Gatling was appointed President and Chief Operating Officer of GP LLC in September 2019.

Gatling served as Chief Operating Officer of MLP GP LLC from December 2015 to December 2019.

Gatling also leads Hess’ Bakken business.

In addition, Mr.

Gatling has served as Director of Operational Excellence and Strategic Business Planning for Hess since 2012.

Prior to his current roles, Mr.

Gatling served as the Senior Manager of Global Production Strategic Planning and Performance Management at Hess from 2010 until 2012.

Prior to joining Hess in 2010, Mr.

Gatling spent 14 years with Aera Energy, a joint venture affiliate of Shell and ExxonMobil, where he provided leadership for operational excellence, execution of projects, strategic planning and commercial.

Stein was appointed Chief Financial Officer of GP LLC in September 2019.

Stein served as Chief Financial Officer of MLP GP LLC from July 2014 to December 2019.

Stein has served as Senior Vice President, Strategy and Planning of Hess since April 2021 and continues his role as Chief Risk Officer of Hess, which he has held since June 2004.

In such capacities, he is responsible for Hess’ corporate strategy and financial planning process, business development and commercial function, risk management processes and controls, Hess’ Midstream segment financial reporting, derivative disclosure and accounting policy and is a member of Hess’ disclosure review committee.

Prior to his current roles, Mr.

McCarthy was appointed as Chair of the Company Board in December 2025, appointed a member of the Company Board in July 2025 and has served as vice president and general counsel, Downstream, Midstream and Chemicals at Chevron U.S.A.

Inc., a subsidiary of Chevron (“CUSA”), since October 1, 2022.

She is responsible for Chevron Products Company’s Downstream, Midstream, and Chemicals legal operations worldwide and also oversees the Health, Safety & Environmental legal group.

Prior to her current role, Ms.

McCarthy served as general counsel and vice president, Chevron North America Exploration and Production from March 2018 to September 2022, where she was responsible for all land and legal services across North America.

She joined Chevron in 2008.

We believe that Ms.

McCarthy’s experience in the Midstream and North America sectors makes her well qualified to serve as Chair of the Company Board.

Stein was appointed as Chief Executive Officer of GP LLC effective as of July 18, 2025, and as Vice President, Non-Operated Joint Ventures at CUSA effective as of October 1, 2025.

He previously served as Chief Financial Officer of GP LLC from September 2019 to July 2025 and as Chief Financial Officer of MLP GP LLC from July 2014 to December 2019.

Stein served as Senior Vice President, Strategy and Planning of Hess from April 2021 to July 2025 and as Chief Risk Officer of Hess from June 2004 to July 2025.

In such capacities, he was responsible for Hess’ corporate strategy and financial planning process, business development and commercial function, risk management processes and controls, Hess’ Midstream segment financial reporting, derivative disclosure and accounting policy and was a member of Hess’ disclosure review committee.

Prior to those roles, Mr.

Stein served as Corporate Risk Manager at Hess.

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Stein was a consultant with Ernst & Young LLP’s Risk Management and Regulatory Practice, where he assisted financial services and energy trading clients in establishing their risk management infrastructure.

Goodell was appointed General Counsel and Secretary of GP LLC in September 2019.

Goodell served as General Counsel and Secretary of MLP GP LLC from July 2014 to December 2019.

He serves as General Counsel of Hess since January 2009, as Corporate Secretary of Hess since September 2016, as Chief Compliance Officer since 2017 and as Executive Vice President since 2020.

Prior to joining Hess in 2009, Mr.

Goodell was a partner at the law firm of White & Case LLP, where his practice concentrated in the areas of mergers and acquisitions and securities, as well as general corporate and corporate governance matters.

Rielly was appointed a Director of the Company Board and Vice President of GP LLC in September 2019.

Rielly served as a Vice President of MLP GP LLC from July 2014 to December 2019 and as a member of the Partnership Board from September 2014 to December 2019.

Rielly serves as Chief Financial Officer of Hess since April 2004 and as Executive Vice President since 2020.

He served as Vice President and Controller of Hess from May 2001 to April 2004.

Prior to joining Hess, Mr.

Rielly was a partner at Ernst & Young LLP.

We believe that Mr.

Rielly’s extensive experience, particularly his knowledge of industry accounting and financial practices gained during his employment at Hess and Ernst & Young LLP, makes him well qualified to serve as a member of the Company Board.

Hill was appointed a member of the Company Board in September 2019.

Hill served a member of the Partnership Board from September 2014 to December 2019.

He serves as Chief Operating Officer of Hess since May 2014 and as President, Exploration and Production of Hess since January 2009.

In addition, Mr.

Hill served on the board of directors of Hess from 2009 to 2013.

Prior to joining Hess in 2009, Mr.

Hill spent 25 years at Shell, where he performed a variety of operations, engineering, technical and business leadership roles in Asia-Pacific, Europe and the United States, including Executive Vice President—Exploration and Production of Singapore-based Shell Asia Pacific from 2006 to 2008 while also serving as Chairman of Shell’s Global Production Leadership Team.

Hill previously served as a director of GoGreen Investments Corporation from 2021 to 2023.

We believe that Mr.

Hill’s extensive experience in the energy industry, particularly his experience in operations and strategic planning, makes him well qualified to serve as a member of the Company Board.

Chadwick was appointed as Chief Financial Officer of GP LLC effective as of July 18, 2025, and as General Manager, Hess Midstream Business Performance & Finance at CUSA effective as of October 1, 2025.

Chadwick previously served as Vice President and Corporate Controller for Hess from September 2022, where he was primarily responsible for the financial consolidations and reporting, accounting shared services and Sarbanes-Oxley Act compliance functions, and as Senior Director, Business Planning and Finance, Oil and Gas for Hess from March 2018 to September 2022, where he was responsible for the finance support, economics and planning functions.

Bast was appointed as President and Chief Operating Officer of GP LLC effective as of September 26, 2025, and as Regional Director, North Dakota, at CUSA effective as of October 1, 2025.

He previously served as the Director of the Upstream Operations and the Maintenance, Reliability and Integrity departments at Hess from November 2022 and was responsible for overseeing oil and gas production, maintenance and engineering activities in the Bakken.

From November 2019 to November 2022, Mr.

Bast served as Director of Midstream Operations at Hess and was responsible for overseeing oil and gas and water gathering, processing, export and disposal activities.

Bast joined Hess in 2007 and previously worked at Chevron from 1998 to 2006, where he held several domestic and international positions supporting the upstream business.

Boersner was appointed as General Counsel and Secretary of GP LLC effective as of July 18, 2025, and as Vice President & General Counsel, Upstream Americas at CUSA effective as of October 1, 2025.

Boersner previously served as Vice President and General Counsel, Exploration and Production for Hess from July 2017, where she was responsible for leading the legal function that supported global exploration, production, and midstream operations.

Boersner joined Hess in 2012.

Ghattas was appointed a member of the Company Board in July 2025 and has served as vice president, Carbon Capture and Storage and Lithium at CUSA since July 1, 2025.

She is responsible for leading and building Chevron’s carbon capture and storage and lithium business lines.

Prior to her current role, Ms.

Ghattas served as vice president, Gas Supply & Trading for the Americas from June 2023 to June 2025, where she led Chevron’s Americas Natural Gas and Global Natural Gas Liquids trading activities.

She was also general manager, Value Chain Optimization and Commercial from June 2021 to June 2023, where she was responsible for Chevron’s wellhead to customer margin optimization for Chevron’s significant Permian and Haynesville assets;

and general manager for Special Projects, Energy Transition, leading commercial and strategy activities for Chevron’s New Energy business.

Ghattas joined Chevron with the acquisition of Noble Energy, Inc.

We believe that Ms.

Ghattas’ diversified experience in the energy industry makes her well qualified to serve as a member of the Company Board.

Harrison was appointed as a member of the Company Board in December 2025 and has served as vice president, Crude Supply and Trading at CUSA, a position she has held since April 2024.

In this role, she is responsible for the function that trades crude and condensate products and manages price exposure through paper trading.

From November 2021 to April 2024, Ms.

Harrison served as vice president, Offsets & Emerging, Chevron New Energies at CUSA, where she was responsible for investing in new energy solutions.

From October 2019 to November 2021, she served as the general manager of Value Chain Optimization (“VCO”), International Fuels and Lubricants (“IF&L”), based in Asia, where she was responsible for strategic planning for IF&L and optimizing crude supply and product placements within Chevron’s refining and marketing systems across Asia and Australia.

Harrison joined Chevron in 2000, and, in addition to the roles described above, has held positions in the Planning and Change Management Office as well as several positions of increasing responsibility across the Downstream and Chemicals business, including Manufacturing, Strategy, VCO and Retail.

From November 2020 to November 2021, Ms.

Harrison served as a director of Star Petroleum Refining Public Company Limited, Chevron’s 60.6 percent-owned refinery that is publicly traded on the Stock Exchange of Thailand.

We believe that Ms.

Harrison’s industry experience, including her over 25-year career with Chevron, makes her well qualified to serve as a member of the Company Board.

Gerbert Schoonman.

Gerbert Schoonman was appointed a member of the Company Board in April 2020.

He serves as Senior Vice President, Global Production, for Hess since January 1, 2020.

He previously served in various operational leadership roles at Hess, including as Vice President, Production – Asia Pacific, from January 2011 through August 2012;

Gerbert Schoonman was appointed a member of the Company Board in April 2020 and has served as Sr.

Executive Advisor, Oil Products & Gas at CUSA since October 1, 2025.

He previously served as Senior Vice President, Global Production, for Hess from January 2020 to July 2025.

Prior to that role, he served in various operational leadership roles at Hess, including as Vice President, Production – Asia Pacific, from January 2011 through August 2012;

Vice President, Onshore – Bakken from September 2012 through December 2016;

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Schoonman’s extensive executive and industry experience makes him well qualified to serve as a member of the Company Board.

Brilliant was appointed a member of the Company Board in December 2019.

Brilliant served as a member of the Partnership Board from December 2015 to December 2019.

Brilliant is currently a Partner of GIP and is a member of GIP’s Investment and Operating Committees.

He has served as a member of GIP’s investment team since May 2007 and led GIP’s investment in HIP.

Prior to joining GIP, Mr.

Brilliant was an investment banker in the Global Financial Sponsors Group at Lehman Brothers from 2005 to 2007, providing M&A and financial advisory to investment funds throughout their investment cycle.

Brilliant has been a director CyrusOne, a privately held data service company, since 2022 and Vantage Towers’ equity consortium’s holding company since 2023.

He previously served as a director of the managing member of EnLink Midstream, LLC and the general partner of EnLink Midstream Partners LP, from 2018 until 2023 and as a director of the general partner of Access Midstream Partners L.P.

from 2012 to 2014.

We believe that Mr.

Brilliant’s investing and energy industry background, particularly his expertise in mergers and acquisitions, brings important experience and skill to the Company Board.

Telesz was appointed a member of the Company Board in December 2019.

Telesz served as a member of the Partnership Board from December 2018 to December 2019.

Telesz is currently a Partner of GIP and has over 25 years of experience in the manufacturing industry.

Prior to joining GIP in August 2018, Mr.

Telesz spent 8 years as an executive at Praxair, an industrial gas manufacturing company, most recently as executive vice president in charge of Praxair’s U.S.

atmospheric gases businesses, Canada and surface technologies from 2014 until May 2018.

Before joining Praxair, Mr.

Telesz spent 12 years at GE/SABIC where he ran various electrical products and plastics businesses.

Telesz has been a director of the managing member of EnLink Midstream, LLC since December 2020 and previously served as a director of Edinburgh Airport Ltd.

from November 2018 to December 2022.

We believe that Mr.

Telesz’s extensive experience, particularly the leadership skills he developed while serving in several executive positions, brings important experience and skill to the Company Board.

Lee was appointed a member of the Company Board in February 2022.

Lee is currently a Partner of GIP.

He joined GIP in April 2009 and focuses on North American energy investments.

Lee was actively involved in GIP’s investment in the Partnership.

Prior to joining GIP, Mr.

Lee was an investment banker at Goldman Sachs Australia from 2006 to 2009.

Lee previously served as a director of the managing member of EnLink Midstream, LLC from 2020 to 2022 and on the Board of Directors of Competitive Power Ventures, a privately held electric power generation development and asset management company, from 2019 to 2021.

We believe that Mr.

Lee’s financial and industry experience makes him well qualified to serve as a member of the Company Board.

Niemiec was appointed a member of the Company Board in December 2019.

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Niemiec’s extensive financial and investment experience makes him well qualified to serve as a member of the Company Board.

Reddy was appointed a member of the Company Board in December 2019.

Reddy served as a member of the Partnership Board from June 2017 to December 2019.

Reddy has over 20 years of experience in senior financial roles at public companies in the midstream energy sector.

Reddy most recently served as Chief Financial Officer of Spectra Energy Corporation, an owner and operator of pipeline and midstream energy assets, from 2009 to 2017, and Chief Financial Officer of its sponsored master limited partnership, Spectra Energy Partners.

Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation and in various financial roles with Pacific Enterprises Corporation.

Reddy previously served on the board of directors of Overseas Shipholding Group, Inc.

from 2018 to 2024, DCP Midstream, LLC from 2009 until 2017, and Paragon Offshore Plc from 2014 until 2017.

We believe that Mr.

Reddy’s extensive financial and industry experience makes him well qualified to serve as a member of the Company Board.

Letwin was appointed a member of the Company Board in December 2019.

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Letwin’s extensive executive, financial and industry experience makes him well qualified to serve as a member of the Company Board.

Reddy was appointed a member of the Company Board in December 2019.

Reddy served as a member of the Partnership Board from June 2017 to December 2019.

Reddy has over 20 years of experience in senior financial roles at public companies in the midstream energy sector.

Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation and in various financial roles with Pacific Enterprises Corporation.

Reddy previously served on the board of directors of Overseas Shipholding Group, Inc.

from 2018 to 2024, DCP Midstream, LLC from 2009 until 2017, and Paragon Offshore Plc from 2014 until 2017.

We believe that Mr.

Reddy’s extensive financial and industry experience makes him well qualified to serve as a member of the Company Board.

Director Independence

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The board of directors will determine whether to refer a matter to a conflicts committee on a case-by-case basis.

The members of any conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates (including the Sponsors) and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors.

The members of any conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates (including the Sponsor) and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors.

In addition, the members of any conflicts committee may not own any interest in our general partner or any of its affiliates or any interest in the Company or its subsidiaries other than Class A Shares or awards under our long-term incentive plan.

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Board Leadership Structure

The chief executive officer of our general partner serves as the chairman of the Company Board.

The Company Board has no policy with respect to the separation of the offices of chairman of the board of directors and chief executive officer.

Instead, that relationship is defined and governed by the amended and restated limited liability company agreement of our general partner, which permits the same person to hold both offices.

Stein serves as Chief Executive Officer of GP LLC and Ms.

McCarthy serves as the Chair of the Company Board.

The Company Board has no policy with respect to the separation of the offices of Chair of the board of directors and Chief Executive Officer and the amended and restated limited liability company agreement of GP LLC permits the same person to hold both offices.

Members of the Company Board are elected by HIP GP LLC.

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Independent directors generally meet in executive sessions after each regularly scheduled board meeting.

Niemiec, the Chairman of the Audit Committee, presides at these sessions.

Niemiec, the chair of the audit committee, serves as the lead director and presides at these sessions.

Board Role in Risk Oversight

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Interested Party Communications

Any shareholder or interested party who wishes to communicate with members of the Company Board or with non-management directors will be able to do so by writing to them in care of the General Counsel and Secretary at Hess Midstream LP, 1501 McKinney Street, Houston, Texas 77010.

Such communications should specify the intended recipient or recipients.

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Our Code of Business Conduct and Ethics is available on our website (www.hessmidstream.com) under the “Company” tab.

We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions granted to the Chief Executive Officer and Chief Financial Officer, as required by the SEC rules on our website following the date of such amendment or waiver.

We intend to disclose future amendments to our Code of Business Conduct and Ethics, or waivers of such provisions granted to the Chief Executive Officer and Chief Financial Officer, as required by the SEC rules on our website following the date of such amendment or waiver.

Delinquent Section 16(a) Reports

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Insider Trading Policy and Procedures

We have an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to all our personnel, including directors, officers, seconded employees, and other covered persons.

The policy also applies to the company to comply with all applicable federal and state securities laws when transacting in its securities.

We believe our insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and listing standards.

We have an insider trading policy governing the purchase, sale, and/or other dispositions of our securities that applies to all our personnel, including directors, officers, seconded employees, and other covered persons.

The policy also requires the company to comply with all applicable federal and state securities laws when transacting in its securities.

We believe our insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations as well as the NYSE listing standards.

A copy of our insider trading policy was filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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Neither we nor GP LLC employ any of the persons who serve as executive officers of GP LLC and are responsible for managing our business.

We are managed by GP LLC, the executive officers of which are employees of Hess.

Our general partner has entered into an employee secondment agreement with Hess and certain of its subsidiaries pursuant to which, among other matters, Hess and its subsidiaries make available to our general partner the services of the employees who serve as our executive officers in exchange for a fee.

We are managed by GP LLC, the executive officers of which are employees of Chevron.

Our general partner has entered into an employee secondment agreement with Chevron and certain of its subsidiaries pursuant to which, among other matters, Chevron and its subsidiaries make available to our general partner the services of the employees who serve as our executive officers in exchange for a fee.

Except with respect to awards granted under our LTIP, we do not pay compensation to any of the executive officers and do not participate in any compensation decisions for the Named Executive Officers.

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Our Named Executive Officers (“NEOs”) are as follows:

Hess, Chief Executive Officer;

Hess, Former Chief Executive Officer;

• Jonathan C.

Stein, Chief Financial Officer;

Gatling, President and Chief Operating Officer;

Goodell, General Counsel and Secretary;

Rielly, Vice President.

Compensation of our NEOs by Hess

All of the NEOs perform responsibilities for both us and for Hess and its affiliates unrelated to our business and, except as described herein, their compensation is set and paid by Hess under its compensation programs, none of which are specific to us or our business.

Stein, Chief Executive Officer and Former Chief Financial Officer;

Chadwick, Chief Financial Officer;

Gatling, Former President and Chief Operating Officer;

Bast, President and Chief Operating Officer;

• Gabriela B.

Boersner, General Counsel and Secretary.

In connection with the consummation of the Merger, Mr.

Hess resigned as Chief Executive Officer of GP LLC, and the Company Board appointed Jonathan C.

Stein, previously Chief Financial Officer of GP LLC from September 2019 to July 2025, as Chief Executive Officer to succeed Mr.

Hess in this role effective as of July 18, 2025.

Also effective as of July 18, 2025, Mr.

Chadwick was appointed as Chief Financial Officer of GP LLC, and Ms.

Boersner was appointed as General Counsel and Secretary of GP LLC.

On September 4, 2025, John A.

Gatling resigned from his role as President and Chief Operating Officer of GP LLC and the Company Board appointed Michael S.

Bast to succeed Mr.

Gatling in this role effective as of September 26, 2025.

Compensation of our NEOs by Chevron

All of the NEOs perform responsibilities for both us and for Chevron unrelated to our business and, except as described herein, their compensation for 2025 was set and paid by Chevron under its compensation programs, none of which are specific to us or our business.

Except with respect to awards that may be granted from time to time under our LTIP, our NEOs do not receive any separate or additional compensation for their services to us or as executive officers of GP LLC.

Except with respect to awards granted under our LTIP, Hess has sole decision-making authority with respect to the compensation paid by Hess to our NEOs.

Such decisions are overseen by Hess’s board of directors and we do not have any authority and do not provide any input with respect to such decisions.

The compensation that is paid by Hess to our NEOs is determined solely based on the roles they perform for Hess, which includes their seconded role as executive officers.

Except with respect to awards granted under our LTIP, Chevron has (and, prior to the Merger, Hess had) sole decision-making authority with respect to the compensation paid by Chevron to our NEOs.

Such decisions are overseen by Chevron’s board of directors, and we do not have any authority and do not provide any input with respect to such decisions.

The compensation that was paid for 2025 by Chevron to our NEOs was determined solely based on the roles they perform for Chevron, which included their seconded role as executive officers.

We have adopted the Hess Midstream LP Long-Term Incentive Plan (the “LTIP”) for officers, directors and employees of GP LLC or its affiliates and other individuals who perform services for us.

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Such awards are granted for the purpose of providing incentive compensation to these NEOs that is directly tied to the performance of our Class A Shares and to align the economic interests of the NEOs with the interests of our shareholders.

Decisions with respect to awards of phantom units to our NEOs are made by the board of directors of GP LLC in consultation with Hess’ board of directors and Hess’ executive officers, taking into account the NEO’s role within our organization, including duties, responsibilities and seniority levels.

For 2024, 2023 and 2022, such awards were not granted to our NEOs who are also executive officers of Hess on the basis that the scope of their duties involving us relative to their overall duties as executive officers of Hess did not warrant such awards.

For 2024, 2023 and 2022, phantom unit awards to our NEOs included distribution equivalent rights that vest ratably over a three‑year period following the date of grant, subject to the NEO’s continued service to Hess through the vesting date.

Decisions with respect to awards of phantom units to our NEOs are made by the board of directors of GP LLC in consultation with Chevron (and, prior to the Merger, Hess), taking into account the NEO’s role within our organization, including duties, responsibilities and seniority levels.

For 2025, 2024 and 2023, such awards were not granted to our NEOs who, prior to the Merger, were also executive officers of Hess, on the basis that the scope of their duties involving us relative to their overall duties as executive officers of Hess did not warrant such awards.

For 2025, 2024 and 2023, phantom unit awards to our NEOs included distribution equivalent rights that vest ratably over a three‑year period following the date of grant, subject to the NEO’s continued service through the vesting date.

Upon vesting, each phantom unit is paid in the form of a Class A Share in us, or an equivalent amount of cash, subject to applicable tax withholdings.

Award amounts, which are set forth below were determined based on the judgment and industry experience of the board members (in consultation with Hess, as described above), taking into account the factors discussed above.

Award amounts, which are set forth below, were determined based on the judgment and industry experience of the board members (in consultation with Chevron, as described above), taking into account the factors discussed above.

We did not engage an independent compensation consultant or other advisor in making such decisions and did not benchmark award amounts against any specific peer group of companies.

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The following table summarizes the compensation for services rendered to us by the NEOs during 2025, 2024 and 2023, which is limited to awards granted under our LTIP.

Our NEOs have separately received compensation from Hess, none of which is specifically attributable to us.

Under our secondment agreement with Hess, we pay Hess a fee in exchange for making the services of NEOs available to us.

Certain of our NEOs have separately received compensation from Chevron (and, prior to the Merger, from Hess), none of which is specifically attributable to us.

Under our secondment agreement, we paid Chevron a fee in exchange for making the services of NEOs available to us.

Name and Principal Position

All Other Compensation

Hess, Chief Executive Officer

Stein, Chief Financial Officer

Gatling, President and Chief Operating Officer

Goodell, General Counsel and Secretary

Rielly, Vice President

Hess, former Chief Executive Officer

Stein, Chief Executive Officer

and Former Chief Financial Officer

Chadwick, Chief Financial Officer

Gatling, Former President

and Chief Operating Officer

Bast, President and Chief Operating Officer

Boersner, General Counsel and Secretary

(1) Amount shown represents the grant date fair value of phantom unit awards granted pursuant to our LTIP and the incremental fair value of certain modifications to phantom unit awards granted pursuant to our LTIP, in each case, determined in accordance with FASB ASC Topic 718.

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(1) Amount shown represents the grant date fair value of phantom unit awards granted pursuant to our LTIP, determined in accordance with FASB ASC Topic 718.

(2) Amount shown also reflects an incremental fair value of $284,539, resulting from the board of directors of GP LLC’s decision to modify the vesting date of certain unvested phantom units held by Mr.

Stein to November 2024, as permitted by our LTIP.

Outstanding Equity Awards at Fiscal Year End

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Pension Benefits and Nonqualified Deferred Compensation

We do not provide pension or nonqualified deferred compensation benefits to any of our NEOs and we have no obligations with respect to any such benefits that may be provided to the NEOs under the pension and nonqualified deferred compensation plans of Hess.

Potential Payments Upon Termination or Change in Control

None of our NEO’s have entered into any employment, severance or similar agreements in relation to their services to us or our general partner and, except with respect to the phantom units issued pursuant to our LTIP, as of December 31, 2024, there were no arrangements pursuant to which our NEOs would receive any payments or benefits in connection with a change in control of us.

The phantom unit awards granted pursuant to the LTIP generally contemplate that the individual grants of phantom units will vest in three equal annual installments based on the grantee’s continued employment through the vesting dates, subject to acceleration upon (i) the grantee’s death or disability, (ii) the grantee’s retirement after attaining age 65 with at least five years of continuous service with Hess or its affiliates, (iii) upon a termination without cause or a resignation for good reason following the occurrence of a change in control of us, or (iv) in the discretion of the plan administrator, which may provide for pro‑rated vesting, upon an early retirement, which is generally defined as a retirement after attaining age 55 with 10 years of service with Hess and its affiliates.

None of our NEOs have entered into any employment, severance or similar agreements in relation to their services to us or our general partner and, except with respect to the phantom units issued pursuant to our LTIP, as of December 31, 2025, there were no arrangements pursuant to which our NEOs would receive any payments or benefits in connection with a change in control of us.

The phantom unit awards granted pursuant to the LTIP generally contemplate that the individual grants of phantom units will vest in three equal annual installments based on the grantee’s continued employment through the vesting dates, subject to acceleration upon (i) the grantee’s death or disability, (ii) the grantee’s retirement after attaining age 65 with at least five years of continuous service, (iii) upon a termination without cause or a resignation for good reason following the occurrence of a change in control of us, or (iv) in the discretion of the plan administrator, which may provide for pro‑rated vesting, upon an early retirement, which is generally defined as a retirement after attaining age 55 with 10 years of service.

The board of directors of our general partner may also accelerate the vesting of the phantom units in its discretion at any time.

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Compensation of Our Directors

The officers or employees of Hess or GIP who also serve as our directors do not receive additional compensation for their service as a director of Hess Midstream GP LLC.

Our directors who are not officers or employees of Hess or GIP, or “non‑employee directors,” receive cash and equity‑based compensation for their services as directors.

The officers or employees of Chevron who also serve as our directors do not receive additional compensation for their service as a director of Hess Midstream GP LLC.

Our directors who are not officers or employees of Chevron, or “non‑employee directors,” receive cash and equity‑based compensation for their services as directors.

The non‑employee director compensation program consists of the following:

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GP LP, our general partner (4)

Goldman Sachs Asset Management

200 West Street

New York, NY 10282

ALPS Advisors, Inc.

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Denver, CO 80203

Goldman Sachs Asset Management

200 West Street

New York, NY 10282

1331 Spring Street NW,

Atlanta, GA 30309

Harvest Fund Advisors LLC

Lancaster Avenue, Suite 200

Wayne, PA 19087

Directors/Named Executive Officers

Brilliant (8)

Gerbert Schoonman

All Directors and Executive

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*Less than 1%.

(1) This information is as of February 19, 2025 for the named directors and executive officers and entities affiliated with the General Partner, and as of September 30, 2024 and December 31, 2024, respectively for the other beneficial owners.

(1) This information is as of February 18, 2026 for the named directors and executive officers and entities affiliated with the General Partner, September 30, 2025 for Goldman Sachs Asset Management, December 31, 2025 for ALPS Advisors, Inc.

and Invesco Ltd.

and February 9, 2026 for Harvest Fund Advisors LLC.

(2) Class B Shares have no economic rights, but entitle the holder thereof to one vote for each Class B Unit in the Partnership held by such holder.

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(3) Represents percentage of voting power of the Class A Shares and Class B Shares voting together as a single class.

(4) Hess Midstream GP LP, our general partner, is the record holder of 898,000 Class A Shares and 35,372,806 Class B Shares.

Each of Hess Investments North Dakota LLC (“HINDL”) and GIP II Blue Holding, L.P.

(“Blue Holding”) holds an indirect 50% ownership of our general partner and may therefore be deemed to beneficially own such Class A Shares and Class B Shares.

In addition, HINDL owns 81,018,146 Class B Units and Blue Holding owns 17,686,403 Class B Units in the Partnership, which, together with a corresponding number of Class B Shares, may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Hess is the parent company of HINDL and may therefore be deemed the beneficial owner of the securities beneficially owned by HINDL.

The general partner of Blue Holding is GIP Blue Holding GP, LLC, a Delaware limited liability company (“Blue Holding GP”).

Global Infrastructure GP II, L.P., a Guernsey limited partnership (“Global GP”) is the sole member of Blue Holding GP.

Global Infrastructure Investors II, LLC, a Delaware limited liability company (“Global Investors” and, together with Global GP, Blue Holding GP and Blue Holding, the “GIP Entities”) is the sole general partner of Global GP.

As a result, each of Blue Holding GP, Global GP and Global Investors may be deemed to share beneficial ownership of the securities beneficially owned by Blue Holding.

In addition, BlackRock Portfolio Management LLC, a subsidiary of BlackRock Inc., may be deemed to share beneficial ownership of the securities beneficially owned by Blue Holding.

As security for Blue Holding’s obligations under its term loan facility, Blue Holding pledged substantially all of the assets of Blue Holding, including all Class B Units in the Partnership held by Blue Holding and all Class A Shares owned by Hess Midstream GP LP in which Blue Holding has an indirect ownership interest, but only to the extent such shares are actually distributed to Blue Holding (collectively, the “Pledged Securities”).

All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities will remain with Blue Holding unless the Pledged Securities are foreclosed upon in accordance with the agreements governing the Blue Holding’s term loan facility.

The address for Hess Corporation is 1185 Avenue of the Americas, New York, NY 10036, and the address for our general partner and HINDL is 1501 McKinney Street, Houston TX 77010.

The address for each of the GIP Entities is c/o Global Infrastructure Investors II LLC, c/o Global Infrastructure Management, LLC, 50 Hudson Yards, Fl.

18, New York, NY 10001.

(5) Assumes the full redemption and exchange of all Class B Units in the Partnership owned by HINDL and Blue Holding, and a corresponding number of Class B Shares, for Class A Shares.

(6) Based on a Schedule 13G/A filed with the SEC on November 8, 2024, Goldman Sachs Asset Management, L.P.

(“Goldman Sachs”) has shared voting and dispositive power over the Class A Shares.

This amount includes (y) 5,250,344 Class A Shares over which Goldman Sachs has shared voting power and (z) 5,250,344 Class A Shares over which Goldman Sachs has shared dispositive power.

(7) Based on a Schedule 13G jointly filed with the SEC on February 13, 2025, ALPS Advisors, Inc.

(“AAI”) and Alerian MLP ETF have shared voting and dispositive power of the Class A Shares.

This amount includes (y) 20,104,557 Class A Shares over which AAI has shared voting power and (z) 20,104,557 Class A Shares over which AAI has shared dispositive power with a certain investment company that AAI acts as an investment adviser to.

Telesz, James K.

Lee and William J.

Brilliant, directors of the general partner of our general partner, as members of internal committees of Global Investors, are entitled to vote on decisions to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Class A Shares, Class B Shares and Class B Units beneficially owned by Blue Holding but cannot individually control the outcome of such decisions.

Telesz, James K.

Lee and William J.

Brilliant disclaim any beneficial ownership of the Class A Shares, Class B Shares and Class B Units beneficially owned by the GIP Entities.

The following table sets forth the number of shares of Hess Corporation common stock beneficially owned as of February 19, 2025, except as otherwise noted, by each of our current directors and named executive officers and by all current directors and executive officers as a group.

Total number of shares beneficially owned and nature of beneficial ownership (a)

(4) Hess Investments North Dakota LLC (“HINDL”) owns 449,000 Class A Shares of the Company and 78,283,296 Class B Units of the Partnership, which, together with a corresponding number of Class B Shares, may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Chevron is the parent company of HINDL and may therefore be deemed the beneficial owner of the securities beneficially owned by HINDL.

The address for Chevron is 1400 Smith Street, Houston TX 77002, and the address for HINDL is 1400 Smith Street, Houston TX 77002.

(5) Assumes the full redemption and exchange of all Class B Units in the Partnership owned by HINDL, and a corresponding number of Class B Shares, for Class A Shares.

(6) Based on information set forth in a Schedule 13G/A jointly filed with the SEC on February 25, 2026, ALPS Advisors, Inc.

(“AAI”) and Alerian MLP ETF (“Alerian”) have shared voting and dispositive power of the Class A Shares.

This amount includes (y) 30,303,091 Class A Shares over which AAI has shared voting and dispositive power and (z) 29,908,345 Class A Shares over which Alerian has shared voting and dispositive power.

Neither AAI nor Alerian has sole voting and dispositive powers.

(7) Based on information set forth in a Schedule 13G/A filed with the SEC on November 13, 2025, Goldman Sachs Asset Management, L.P.

has shared voting and dispositive powers for 8,333,429 Class A Shares, and no sole voting and dispositive powers.

(8) Based on information set forth in a Schedule 13G filed with the SEC on February 12, 2026, by Invesco Ltd., and its subsidiaries listed on Item 7 of the Schedule 13G has no shared voting and dispositive powers, sole voting power for 6,615,486 Class A shares, and sole dispositive power for 6,619,868 Class A Shares.

(9) Based on information set forth in a Schedule 13G filed with the SEC on February 17, 2026, Harvest Fund Advisors LLC (“HFA”) and funds and accounts managed by HFA have sole voting and dispositive voting power for 6,528,473 Class A shares.

Harvest Fund Holdco L.P.

is the sole member of HFA.

Blackstone Harvest Holdco L.L.C.

is the general partner of Harvest Fund Holdco L.P.

Blackstone Intermediary Holdco L.L.C.

is the sole member of Blackstone Harvest Holdco L.L.C.

Blackstone Securities Partners L.P.

is the sole member of Blackstone Intermediary Holdco L.L.C.

Blackstone Advisory Services L.L.C.

is the general partner of Blackstone Securities Partners L.P.

Blackstone Holdings I L.P.

is the sole member of Blackstone Advisory Services L.L.C.

Blackstone Holdings I/II GP L.L.C.

is the general partner of Blackstone Holdings I L.P.

Blackstone Inc.

is the sole member of Blackstone Holdings I/II GP L.L.C.

The sole holder of the Class C common stock of Blackstone Inc.

is Blackstone Group Management L.L.C.

Blackstone Group Management L.L.C.

is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A.

The following table sets forth the number of shares of Chevron common stock beneficially owned as of February 18, 2026, except as otherwise noted, by each of our current directors and named executive officers and by all current directors and executive officers as a group.

Total number of shares beneficially owned and nature of beneficial ownership (1)

Percent of outstanding shares of common stock owned

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Directors/Named Executive Officers

26,602,202 (b)(c)(d)(e)

25,521,854 (2)(3)(4)

Gerbert Schoonman

All Directors and Executive Officers as a group

*The percentage of shares beneficially owned by each director or executive officer does not exceed 1% of the common shares outstanding.

a) These figures include 73,633 shares vested in the name of Mr.

Hess, 5,020 shares vested in the name of Mr.

Rielly, 1,830 shares vested in the name of Mr.

Stein, and 80,483 shares vested for all executive officers and directors as a group under the Hess employees’ savings plan as to which these individuals and the group have voting and dispositive power.

These amounts also include 84,429 shares held in escrow under Hess Corporation’s Long‑term Incentive Plans for Mr.

Hess, 62,799 shares held in escrow under these plans for Mr.

Hill, 26,565 shares held in escrow under these plans for Mr.

Rielly, 8,286 shares held in escrow under these plans for Mr.

Gatling and 218,853 shares held in escrow under these plans for all executive officers and directors as a group.

As to these shares, these individuals and the group have voting power but not dispositive power.

Holders of stock options do not have the right to vote or any other right of a stockholder with respect to shares of common stock underlying such options until they are exercised.

b) This amount includes 7,067,802 shares held by a limited partnership.

(1) For executive officers and Chevron-affiliated directors, the amounts shown include (x) shares held in trust under the Chevron Employee Savings Investment Plan, for which such persons have voting and dispositive power, and (y) shares of Chevron restricted stock held in escrow under the Hess Corporation 2017 Long Term Incentive Plan, for which such persons have voting power but not dispositive power.

(2) This amount includes 7,244,497 shares held by a limited partnership.

Hess serves on the management committee of the general partner of this limited partnership and shares voting and dispositive power with respect to shares held by the limited partnership.

c) This amount includes 6,436,881 shares held by the Hess Foundation, Inc.

Hess is a director and as to which Mr.

Hess has sole voting power and shares dispositive power with certain other directors of the foundation.

d) This amount includes:

(3) This amount includes 6,597,803 shares held by Hess Foundation, Inc., of which Mr.

Hess is a director.

Hess has sole voting and dispositive power as to such shares.

(4) This amount includes:

• 354,234 shares owned directly by Mr.

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Hess’ siblings or their children, as to which Mr.

Hess has sole voting power and as to 706,273 shares of which he shares dispositive power pursuant to a shareholder’s agreements among, inter alia, Mr.

Hess has sole voting power and 723,929 shares as to which he shares dispositive power pursuant to a shareholders’ agreement among, inter alia, Mr.

Hess and his siblings.

631,702 of these shares (representing approximately 0.2% of Hess common stock outstanding) have been pledged by certain of the trusts.

723,929 of these shares have been pledged by certain of the trusts.

Hess has no financial or economic interest in the shares pledged by the trusts.

• 853,045 shares held by a trust established for the benefit of Mr.

Hess, as to which Mr., Hess has sole voting power.

Hess, as to which Mr.

Hess has sole voting power.

• 1,033,612 shares held by a trust for the benefit of Mr.

Hess’ sibling, of which Mr.

Hess’ sibling, as to which Mr.

Hess has sole voting and shared dispositive power.

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Hess has sole voting power.

These shares (representing 0.6% of Hess common stock outstanding) have been pledged by the limited liability companies.

Hess has no financial or economic interest in the shares pledged by the trusts.

These shares have been pledged by the limited liability companies.

Hess has no financial or economic interest in the shares pledged by the limited liability companies.

• 29,471 shares held by a family limited liability company controlled by Mr.

Hess, as to which Mr.

Hess has sole voting power and dispositive power.

Hess has sole voting and dispositive power.

Equity Compensation Plan Information

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Certain Relationships and Related Party Transactions and Director Independence

As of December 31, 2024, the Sponsors own all of the ownership interests in HIP GP LLC, which owns all of the ownership interests in our general partner and in GP LLC, the general partner of our general partner.

As of December 31, 2024, the Sponsors, through their ownership interests in our general partner, own, in the aggregate, 898,000 of our Class A Shares (economic and voting) and 113,927,226 of our Class B Shares (non-economic, voting only).

In addition, as of December 31, 2024, the Sponsors own 113,927,226 of Class B Units in Hess Midstream Operations LP, or the Partnership, representing an approximate 52.3% noncontrolling interest in the consolidated entity.

As of December 31, 2025, Chevron owns all of the ownership interests in Hess Investments North Dakota LLC (“HINDL”).

As of December 31, 2025, Chevron, through its ownership interests in HINDL, owns, in the aggregate, 449,000 of our Class A Shares (economic and voting) and 78,283,296 of our Class B Shares (non-economic, voting only).

In addition, as of December 31, 2025, Chevron owns 78,283,296 Class B Units in Hess Midstream Operations LP, or the Partnership, representing an approximate 37.7% noncontrolling interest in the consolidated entity.

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

The Sponsors obtained their Class A Shares of the Company, Class B Shares of the Company and Class B Units of the Partnership on December 16, 2019 at the closing of the Restructuring.

On October 22, 2023, Hess entered into the Chevron Merger Agreement with Chevron and 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 Chevron Merger.

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

HGEL, a wholly‑owned subsidiary of Hess, is currently in arbitration relating to the applicability of 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.

Chevron indirectly obtained its Class A Shares of the Company, Class B Shares of the Company and Class B Units of the Partnership at the closing of the Merger.

Distributions and Payments to the Sponsors and Their Affiliates

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Operational Stage

We will generally make cash distributions to holders of Class A Shares pro rata, including to Hess Midstream GP LP, our general partner in its capacity, as the holder of an aggregate of 898,000 Class A Shares.

The Partnership will generally make cash distributions to holders of units in the Partnership, including to the Sponsors as holders of an aggregate of 113,927,226 Class B Units outstanding at December 31, 2024, pro rata.

We will generally make cash distributions to holders of Class A Shares pro rata, including to HINDL as the holder of an aggregate of 449,000 Class A Shares.

The Partnership will generally make cash distributions to holders of units in the Partnership, including to our Sponsor as a holder of an aggregate of 78,283,296 Class B Units outstanding at December 31, 2025, pro rata.

Liquidation Stage

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Merger Agreement

In connection with the Restructuring, we entered into the merger agreement with the Partnership, MLP GP LP, the Company, Hess Midstream GP LP, HIP GP LLC and MergerSub, pursuant to which MergerSub merged with and into the Partnership, with the Partnership surviving the merger.

In connection with the Restructuring, we entered into the merger agreement with the Partnership, Hess Midstream Partners GP LP, the Company, Hess Midstream GP LP, HIP GP LLC and MergerSub, pursuant to which MergerSub merged with and into the Partnership, with the Partnership surviving the merger.

After the completion of the merger, the certificate of formation and the limited liability company agreement of the Partnership in effect immediately prior to the completion of the merger continued to be the certificate of formation (except to the extent the limited liability company agreement is amended by the certificate of merger) and the limited liability company agreement of the surviving entity, in each case, until amended in accordance with its terms and applicable law.

Amended Omnibus Agreement

In connection with the Restructuring, we amended and restated our omnibus agreement by entering into the amended omnibus agreement 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 directly and indirectly owned 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.

The Sponsors will be obligated to reimburse us for certain matters, claims and losses arising from the ownership of assets, including certain environmental and tax liabilities, rights of way and real property losses.

The amended omnibus agreement also provides for the Company to indemnify HIP GP LLC and the Hess entities for certain matters and claims arising after the consummation of the Restructuring.

In connection with the Restructuring, we amended and restated our omnibus agreement by entering into the amended omnibus agreement 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 directly and indirectly owned 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.

The Sponsor will be obligated to reimburse us for certain matters, claims and losses arising from the ownership of assets, including certain environmental and tax liabilities, rights of way and real property losses.

The amended omnibus agreement also provides for the Company to indemnify HIP GP LLC and the Chevron entities for certain matters and claims arising after the consummation of the Restructuring.

Amended Employee Secondment Agreement

In connection with the Restructuring, we amended and restated our secondment agreement by entering into amended employee secondment agreement with Hess and an affiliate of Hess pursuant to which Hess seconds certain personnel to Hess Midstream GP LLC to provide services with respect to our direct and indirect assets and operations, including executive oversight, business and corporate development, shareholder 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 our business strategy.

On a monthly basis, Hess Midstream GP LLC pays 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 our direct and indirect assets and operations.

Hess determines in good faith the percentage of the costs that are attributable to the services provided by the seconded employees based on Hess’ then-current corporate transfer pricing policies, as generally applied in a non-discriminatory manner, or based on such other reasonable cost allocation methodology as Hess shall determine.

In connection with the Restructuring, we amended and restated our secondment agreement by entering into the amended employee secondment agreement with Chevron and an affiliate of Chevron pursuant to which Chevron seconds certain personnel to Hess Midstream GP LLC to provide services with respect to our direct and indirect assets and operations, including executive oversight, business and corporate development, shareholder 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 our business strategy.

On a monthly basis, Hess Midstream GP LLC pays 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 our direct and indirect assets and operations.

Chevron determines in good faith the percentage of the costs that are attributable to the services provided by the seconded employees based on Chevron’s then-current corporate transfer pricing policies, as generally applied in a non-discriminatory manner, or based on such other reasonable cost allocation methodology as Chevron shall determine.

We reimburse Hess Midstream GP LLC for the cost of the secondment fee payable by Hess Midstream GP LLC under the amended employee secondment agreement.

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In connection with the Restructuring, we amended and restated our registration rights agreement by entering into the amended registration rights agreement with Hess and GIP pursuant to which we granted each of Hess and GIP and certain of their affiliates certain demand and “piggyback” registration rights.

Under the amended registration rights agreement, each of Hess and GIP and certain of their affiliates generally has the right to require us to file a registration statement for the public sale of all of the Class A Shares received, pursuant to our partnership agreement, in exchange for the Partnership’s Class B Units and the Company’s Class B Shares owned by them.

In addition, if we sell any Class A Shares in a registered underwritten offering, each of Hess and GIP and certain of their affiliates will have the right, subject to specified limitations, to include their Class A Shares in that offering.

Following the Merger, as a result of Chevron’s acquisition of Hess in connection with the Merger, Chevron is entitled to exercise Hess’ rights under the agreement and currently indirectly holds registrable securities and has continuing demand and “piggyback” registration rights under the agreement.

GIP no longer holds registrable securities and does not have continuing registration rights under the agreement.

Under the amended registration rights agreement, Chevron generally has the right to require us to file a registration statement for the public sale of all of the Class A Shares received, pursuant to our partnership agreement, in exchange for the Partnership’s Class B Units and the Company’s Class B Shares owned by Chevron.

In addition, if we sell any Class A Shares in a registered underwritten offering, Chevron will have the right, subject to specified limitations, to include its Class A Shares in that offering.

We will generally pay all expenses relating to any demand or piggyback registration, except for underwriters or brokers’ commission or discounts and expenses of counsel or advisors to the selling holders of registrable securities.

Commercial agreements

These commercial agreements were entered into with Hess, as described below.

Following the closing of the Merger, as a result of Chevron’s acquisition of Hess in connection with the Merger, Chevron is entitled to exercise Hess’ rights under these agreements.

Oil and Gas Commercial Agreements

We have entered into long‑term, fee‑based commercial agreements with Hess, each of which has an initial 10‑year term (except for a certain gathering subsystem, for which the initial term of the gas gathering agreement is 15 years) and is effective January 1, 2014.

We have entered into long‑term, fee‑based commercial agreements with Chevron, each of which has an initial 10‑year term (except for a certain gathering subsystem, for which the initial term of the gas gathering agreement is 15 years) and is effective January 1, 2014.

On December 30, 2020, we exercised our renewal option to extend these commercial agreements for one additional 10‑year term through December 31, 2033 (except for a certain gathering subsystem, for which the additional term of the gas gathering agreement is 5 years).

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.

Under these commercial agreements, we provide gathering, compression, processing, fractionation, storage, terminaling, loading and transportation services to Hess, and Hess is obligated to provide us with minimum volumes of crude oil, natural gas and NGLs.

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.

Under these commercial agreements, we provide gathering, compression, processing, fractionation, storage, terminaling, loading and transportation services to Chevron, and Chevron is obligated to provide us with minimum volumes of crude oil, natural gas and NGLs.

These commercial agreements are currently the source of substantially all of our revenue.

Compressed Natural Gas Agreement

We have entered into a 9‑year compressed natural gas agreement with Hess under which Hess delivers residue gas to us at the inlet of our CNG terminal at the Tioga Gas Plant, and we receive and compress the residue gas and deliver CNG to the tailgate of the CNG terminal for Hess.

Hess pays us a fee per Mcf of CNG we deliver to Hess each month.

We have entered into a 9‑year compressed natural gas agreement with Chevron under which Chevron delivers residue gas to us at the inlet of our CNG terminal at the Tioga Gas Plant, and we receive and compress the residue gas and deliver CNG to the tailgate of the CNG terminal for Chevron.

Chevron pays us a fee per Mcf of CNG we deliver to Chevron each month.

Our compressed natural gas agreement is effective January 1, 2015.

Water Services Agreements

Effective January 1, 2019, we entered into two 14-year water services agreements with an affiliate of Hess pursuant to which we provide produced water transport, including gathering, and disposal services to Hess at an agreed-upon fee per barrel of water delivered each month to us, subject to inflation escalators.

Effective January 1, 2019, we entered into two 14-year water services agreements with an affiliate of Chevron pursuant to which we provide produced water transport, including gathering, and disposal services to Chevron at an agreed-upon fee per barrel of water delivered each month to us, subject to inflation escalators.

One of the water services agreements covers volumes produced north of the Missouri River (the “NOR Agreement”) and the other agreement covers volumes produced south of the Missouri River (the “SOR Agreement”).

Both water services agreements require Hess to deliver to us all produced water that is produced from the Bakken and Three Forks formations on oil and gas properties located in specified dedication areas north and south of the Missouri River in North Dakota, subject to customary exclusions, reservations and conflicting dedications.

Additionally, the NOR Agreement requires Hess to provide minimum volumes, calculated on a quarterly basis, of produced water for gathering and disposal.

The minimum volume commitments consist of 100% of the Hess nominations during the first three years of the agreements and 80% of its nominations thereafter.

Both water services agreements require Chevron to deliver to us all produced water that is produced from the Bakken and Three Forks formations on oil and gas properties located in specified dedication areas north and south of the Missouri River in North Dakota, subject to customary exclusions, reservations and conflicting dedications.

Additionally, the NOR Agreement requires Chevron to provide minimum volumes, calculated on a quarterly basis, of produced water for gathering and disposal.

The minimum volume commitments consist of 100% of the Chevron nominations during the first three years of the agreements and 80% of its nominations thereafter.

Under the NOR Agreement, there is also a gathering service fee recalculation mechanism, at the option of either party to the agreement.

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Principal Account ing Fees and Services

The table below sets forth the aggregate fees and expenses for professional services performed by PricewaterhouseCoopers LLP and Ernst & Young LLP, our independent registered public accounting firms, for the years ended December 31, 2024 and 2023, respectively.

The table below sets forth the aggregate fees and expenses for professional services performed by our independent registered public accounting firm, PricewaterhouseCoopers LLP:

Year Ended December 31,

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Audit Fees for the fiscal years ended December 31, 2025 and 2024 were for professional services rendered for the audit of our annual financial statements and of our internal control over financial reporting, quarterly review of the financial statements included in our Quarterly Reports on Form 10-Q, comfort letters issued in connection with the underwritten public equity offerings and issuance of senior unsecured notes and SEC related filings.

Effective May 2024, we changed our independent registered public accounting firm from Ernst & Young LLP to PricewaterhouseCoopers LLP.

The fees for professional services seen above are for services rendered by PricewaterhouseCoopers LLP for the year ended December 31, 2024, and Ernst & Young LLP for the year ended December 31, 2023.

Audit-Related Fees are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

14 unchanged sentences

001-38050) filed on October 4, 2019)

Certificate of Limited Partnership of Hess Midstream LP, dated as of September 27, 2019 ( incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (File No.

333-234095) filed on October 4, 2019)

Amended and Restated Certificate of Limited Partnership of Hess Midstream LP, as filed on January 27, 2026 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 30, 2026)

Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, dated as of December 16, 2019 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B (File No.

001-39163) filed on December 17, 2019)

First Amendment to the Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, dated as of January 26, 2026 (incorporated by reference herein to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 30, 2026)

Composite Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, dated December 16, 2019, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, dated as of January 26, 2026

Amendment and Restatement Agreement dated as of July 14, 2022, among Hess Midstream LP, Hess Midstream Operations LP, JPMorgan Chase Bank, N.A.

and the other parties thereto (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15, 2022)

Indenture, dated as of December 16, 2019, by and among Hess Midstream Operations LP, Wells Fargo Bank, National Association, as trustee and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.2 to Predecessor’s Current Report on Form 8-K (File No.