Hess Midstream LP 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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, 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, 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a‑15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes‑Oxley Act, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10‑K. ITEM 9B. Other Information During the three months ended December 31, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 89 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Management of Hess Midstream LP We are managed by the directors and officers of Hess Midstream GP LLC (“GP LLC”), the general partner of our general partner. 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, 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. 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 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 Directors have been elected by HIP GP LLC and will hold office until their successors have been elected or qualified or until their earlier death, resignation, removal or disqualification. Executive officers have been appointed by, and will serve at the discretion of, the Company Board. The following table shows information for the directors and executive officers of GP LLC as of February 25, 2026. Name Age Position with Hess Midstream GP LLC Kristi H. McCarthy 49 Chair of the Board Jonathan C. Stein 56 Chief Executive Officer Michael J. Chadwick 53 Chief Financial Officer Michael S. Bast 49 President and Chief Operating Officer Gabriela B. Boersner 50 General Counsel and Secretary Kristen M. Ghattas 43 Director Barbara F. Harrison 46 Director Gerbert Schoonman 60 Director David W. Niemiec 76 Director Stephen J. J. Letwin 70 Director John P. Reddy 73 Director Kristi H. McCarthy. Kristi H. 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. Jonathan C. Stein. Jonathan C. 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. Mr. 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. Prior to joining Hess in 2001, Mr. 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. 90 Table of Contents Michael J. Chadwick. Michael J. 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. Mr. 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. Michael S. Bast. Michael S. 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. Mr. 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. Gabriela B. Boersner. Gabriela B. 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. Ms. 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. Ms. Boersner joined Hess in 2012. Kristen M. Ghattas. Kristen M. 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. Ms. Ghattas joined Chevron with the acquisition of Noble Energy, Inc. in 2020. We believe that Ms. Ghattas’ diversified experience in the energy industry makes her well qualified to serve as a member of the Company Board. Barbara F. Harrison. Barbara F. 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. Ms. 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 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; and Vice President, Offshore from January 2017 to December 2019. Prior to joining Hess in 2011, he spent 20 years with Shell where he served in operational and leadership roles of increasing responsibility. We believe that Mr. Schoonman’s extensive executive and industry experience makes him well qualified to serve as a member of the Company Board. David W. Niemiec. David W. Niemiec was appointed a member of the Company Board in December 2019. Mr. Niemiec served as a member of the Partnership Board from April 2017 to December 2019. Mr. Niemiec is a private equity investor and has served as an advisor to, and previously a managing director of, Saratoga Partners since 1998. Prior to his affiliation with Saratoga, Mr. Niemiec was Vice Chairman of the investment banking firm Dillon, Read & Co. Inc., where he also served as Chief Financial Officer from 1982 to 1997. Mr. Niemiec is a director or trustee of several mutual funds in the Franklin Templeton Investments family. Mr. Niemiec previously served as director of Emeritus Corporation from 1999 to 2010 and OSI Pharmaceuticals from 2006 to 2010. We believe that Mr. Niemiec’s extensive financial and investment experience makes him well qualified to serve as a member of the Company Board. 91 Table of Contents Stephen J.J. Letwin . Stephen J.J. Letwin was appointed a member of the Company Board in December 2019. Mr. Letwin served as a member of the Partnership Board from February 2018 to December 2019. Mr. Letwin has over 30 years of experience in senior operating and financial roles in the midstream energy and resources sectors. Mr. Letwin has served as President and Chief Executive Officer of Mancal Corporation since February 1, 2020. Mr. Letwin previously served as the President and Chief Executive Officer of IAMGOLD Corporation from November 2010 to February 2020. Prior to joining IAMGOLD, Mr. Letwin served in senior management roles at Enbridge, Inc., from 1999 through September 2010, most recently as Executive Vice President, Gas Transportation & International, from May 2006 to September 2010, where he was responsible for Enbridge’s natural gas operations and prior to that as Managing Director of Enbridge Energy Partners. Mr. Letwin previously spent 12 years in senior management roles at TransCanada Pipelines Limited, Numac Energy Inc., and Encor Energy Partners. Mr. Letwin currently serves as Chairman of the board of directors of Cassiar Gold Corp and ONEnergy Inc., currently serves as a member of the board of directors of Frontier Lithium Inc. and previously was a member of the board of directors of IAMGOLD from 2010 until January 2020 and Precision Drilling Corporation from 2006 until 2018. We believe that Mr. Letwin’s extensive executive, financial and industry experience makes him well qualified to serve as a member of the Company Board. John P. Reddy. John P. Reddy was appointed a member of the Company Board in December 2019. Mr. Reddy served as a member of the Partnership Board from June 2017 to December 2019. Mr. Reddy has over 20 years of experience in senior financial roles at public companies in the midstream energy sector. Mr. 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. Mr. 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 Although most companies listed on the NYSE are required to have a majority of independent directors serving on the board of directors of the listed company, the NYSE does not require a publicly traded limited partnership like us to have a majority of independent directors on our board of directors or to establish a compensation or a nominating and corporate governance committee. We do not currently intend to establish a compensation or a nominating and corporate governance committee. Accordingly, shareholders will not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE. We are, however, required to have an audit committee of at least three members, and all of our audit committee members are required to satisfy the independence and experience standards established by the NYSE and the Exchange Act. Committees of the Board of Directors The Company Board has a standing audit committee and may have a conflicts committee and such other committees as the Company Board shall determine from time to time. Audit Committee The audit committee of the Company Board is currently comprised of three directors, each of whom satisfy the independence and experience standards established by the NYSE and the Exchange Act and all are “audit committee financial experts” as this term is defined by applicable SEC rules. The current members are Messrs. Niemiec, Reddy and Letwin and Mr. Niemiec serves as the Chair of the committee. The audit committee assists the Company Board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and corporate policies and controls. The audit committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm will be given unrestricted access to the audit committee. The charter of the audit committee is available on our website (www.hessmidstream.com) under the “Company” tab. While the audit committee oversees our financial reporting process on behalf of the Company Board, management has the primary responsibility for preparing the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviews and discusses with management the audited financial statements contained in this Annual Report on Form 10‑K. 92 Table of Contents Conflicts Committee The Company Board has the ability to establish, from time to time, a conflicts committee under our partnership agreement. If established, at least two members of the board of directors will serve on any conflicts committee to review specific matters that may involve conflicts of interest in accordance with the terms of our partnership agreement and to take into account the interests of the public shareholders. 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 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. If our general partner seeks approval from a conflicts committee, then it will be presumed that, in making its decision, the conflicts committee acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Company challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Board Leadership Structure Mr. 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. Accordingly, unlike holders of common stock in a corporation, our shareholders have only limited voting rights on matters affecting our business or governance, subject in all cases to any specific shareholder rights contained in our partnership agreement. Executive Sessions Independent directors generally meet in executive sessions after each regularly scheduled board meeting. Mr. Niemiec, the chair of the audit committee, serves as the lead director and presides at these sessions. Board Role in Risk Oversight The Company Board has primary responsibility for assessing the major risks facing us and the options for their mitigation. The audit committee assists the Company Board in its risk oversight responsibilities by reviewing the policies that management implements to monitor such exposures, including our financial risk exposures, and the implementation and effectiveness of our compliance programs. 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, 1400 Smith Street, Houston, Texas 77002. Such communications should specify the intended recipient or recipients. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics for directors and employees designed to help directors and employees resolve ethical issues in an increasingly complex business environment. Our Code of Business Conduct and Ethics applies to all directors and employees, including the Chief Executive Officer and the Chief Financial Officer. 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 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 Section 16(a) of the Exchange Act requires directors and executive officers of our general partner, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our shares with the SEC and the NYSE, and to furnish us with copies of the forms they file. To our knowledge, based solely upon a review of the copies of such reports furnished to us and written representations of our officers and directors, during the year ended December 31, 2025, all Section 16(a) reports applicable to our officers and directors were filed on a timely basis. Insider Trading Policy and Procedures 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. 93 Table of Contents ITEM 11. Executive Compensation Compensation Discussion and Analysis 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 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. Our Named Executive Officers Our Named Executive Officers (“NEOs”) are as follows: • John B. Hess, Former Chief Executive Officer; • Jonathan C. Stein, Chief Executive Officer and Former Chief Financial Officer; • Michael J. Chadwick, Chief Financial Officer; • John A. Gatling, Former President and Chief Operating Officer; • Michael S. Bast, President and Chief Operating Officer; and • 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, 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. Our LTIP 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. The LTIP provides for the grant, from time to time at the discretion of the plan administrator or any delegate thereof, subject to applicable law, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. The LTIP is generally administered by the board of directors of GP LLC and, from time to time, we have granted awards of phantom units with distribution equivalent rights to certain of our NEOs. 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 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. 94 Table of Contents 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 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. Summary Compensation Table 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. 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 Year Salary Bonus Unit Awards (1) All Other Compensation Total John B. Hess, former Chief Executive Officer 2025 $ - $ - $ - $ - $ - 2024 - - - - - 2023 - - - - - Jonathan C. Stein, Chief Executive Officer and Former Chief Financial Officer 2025 - - $ 250,006 - $ 250,006 2024 - - $ 534,549 (2) - $ 534,549 (2) 2023 - - $ 298,033 (3) - $ 298,033 (3) Michael J. Chadwick, Chief Financial Officer 2025 - - - - - John A. Gatling, Former President and Chief Operating Officer 2025 - - $ 250,006 - $ 250,006 2024 - - $ 250,010 - $ 250,010 2023 - - $ 249,992 - $ 249,992 Michael S. Bast, President and Chief Operating Officer 2025 - - $ 112,480 - $ 112,480 Gabriela B. Boersner, General Counsel and Secretary 2025 - - - - - (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. (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 all unvested phantom units held by Mr. Stein to November 8, 2024, as permitted by our LTIP. (3) Amount shown also reflects an incremental fair value of $48,041, resulting from the board of directors of GP LLC’s decision to modify the vesting date of certain unvested phantom units held by Mr. Stein to December 2023, as permitted by our LTIP. Grants of Plan-Based Awards for 2025 The following table provides information regarding phantom units granted to our NEOs in 2025. The phantom units include distribution equivalent rights and vest ratably over three years following the date of grant. Name Grant Date All Other Unit Awards: Number of Units (#) Grant Date Fair Value of Unit Awards ($) (1) John B. Hess - - $ - Jonathan C. Stein 3/8/2025 6,199 $ 250,006 Michael J. Chadwick - - $ - John A. Gatling 3/8/2025 6,199 $ 250,006 Michael S. Bast 3/8/2025 2,789 $ 112,480 Gabriela B. Boersner - - $ - (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. 95 Table of Contents Outstanding Equity Awards at Fiscal Year End The following table provides information regarding phantom units with distribution equivalent rights received by our NEOs and outstanding as of December 31, 2025. Name Number of shares that have not vested (1) Market value of shares that have not vested (2) John B. Hess - $ - Jonathan C. Stein 6,199 $ 213,866 Michael J. Chadwick - $ - John A. Gatling - $ - Michael S. Bast 6,494 $ 224,043 Gabriela B. Boersner - $ - (1) Amount shown represents outstanding unvested phantom units as of December 31, 2025. The awards vest in three equal annual installments. (2) Value shown is based on the closing market price of the Class A Shares on December 31, 2025, the last trading day of 2025, of $34.50 per share. Options Exercised and Shares Vested in Fiscal 2025 The following table provides information regarding the exercise of options and vesting of shares held by our NEOs during the fiscal year ended December 31, 2025. Unit Awards Name Number of shares acquired on vesting (#) Value realized on vesting ($) (1) John B. Hess - $ - Jonathan C. Stein - $ - Michael J. Chadwick - $ - John A. Gatling 21,716 $ 801,776 Michael S. Bast 3,435 $ 138,568 Gabriela B. Boersner - $ - (1) Represents the value of vested shares calculated by multiplying (i) the gross number of the Company’s shares acquired on vesting by (ii) the closing price of the Company’s shares on the date of vesting. 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 Chevron. Potential Payments Upon Termination or Change in Control 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. Set forth below is the total estimated value, assuming that a change in control occurred on December 31, 2025 and the employment of each NEO terminated on that date under circumstances entitling them to accelerated vesting of the phantom units. Name Phantom Units ($) Total ($) John B. Hess $ - $ - Jonathan C. Stein $ 213,866 $ 213,866 Michael J. Chadwick $ - $ - John A. Gatling $ - $ - Michael S. Bast $ 224,043 $ 224,043 Gabriela B. Boersner $ - $ - 96 Table of Contents The amounts in the table above were calculated assuming a change in control occurred on December 31, 2025 using the closing price of our Class A Shares on December 31, 2025 (the last trading day of our fiscal year) of $34.50 per Class A Share. Compensation of Our 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: • an annual cash retainer of $65,000; • an additional annual cash retainer of $15,000 for service as the lead director or chair of the audit committee and $10,000 for service as the chair of the conflicts committee; and • an annual award of phantom units granted under the LTIP having a value as of the grant date of approximately $65,000. The phantom units vest on the first anniversary of the date of the grant. Such directors also receive reimbursement for out‑of‑pocket expenses associated with attending board or committee meetings and are covered by our director and officer liability insurance policies. All directors are indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law. The following table provides information regarding the compensation earned by our non‑employee directors during the year ended December 31, 2025: Name Fees Earned or Paid in Cash Unit Awards (1) Total David W. Niemiec $ 80,000 $ 65,012 $ 145,012 Stephen J. J. Letwin $ 70,000 $ 65,012 $ 135,012 John P. Reddy $ 70,000 $ 65,012 $ 135,012 (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. 97 Table of Contents ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth the beneficial ownership of shares of Hess Midstream LP as held by beneficial owners of 5% or more of the shares, by each of our current directors and named executive officers, and by all of our current directors and executive officers as a group. Amounts for directors and named executive officers include phantom units outstanding pursuant to the Hess Midstream LP 2017 Long‑Term Incentive Plan that vest within 60 days of February 18, 2026. Shares Beneficially Owned by Certain Beneficial Owners (1) Class A Shares Class B Shares (2) Combined Voting Power (3) Name of beneficial owner Number % of class Number % of class Number % of class Entities Affiliated with Hess Midstream GP LP, our general partner (4) 78,732,296 37.91% (5) 78,283,296 100% 78,732,296 37.91% ALPS Advisors, Inc. 1290 Broadway, Suite 1000 Denver, CO 80203 30,303,091 23.42% (6) - - 30,303,091 14.59% Goldman Sachs Asset Management 200 West Street New York, NY 10282 8,333,429 6.40% (7) - - 8,333,429 4.01% Invesco Ltd. 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 6,619,868 5.10% (8) - - 6,619,868 3.19% Harvest Fund Advisors LLC 100 W. Lancaster Avenue, Suite 200 Wayne, PA 19087 6,528,473 5.10% (9) - - 6,528,473 3.14% Directors/Named Executive Officers Kristi H. McCarthy - - - - - - Jonathan C. Stein 62,011 * - - 62,011 * John B. Hess - - - - - - Michael J. Chadwick - - - - - - Michael S. Bast 4,245 * - - 4,245 * John A. Gatling - - - - - - Gabriela B. Boersner 150 * - - 150 * Kristen M. Ghattas - - - - - - Barbara F. Harrison - - - - - - Gerbert Schoonman - - - - - - David W. Niemiec 50,527 * - - 50,527 * Stephen J.J. Letwin 32,423 * - - 32,423 * John P. Reddy 24,437 * - - 24,437 * All Directors and Executive Officers as a group (13 persons) 173,793 * - - 173,793 * *Less than 1%. (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. 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. (3) Represents percentage of voting power of the Class A Shares and Class B Shares voting together as a single class. (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. 98 Table of Contents (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. Schwarzman. 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. Name Total number of shares beneficially owned and nature of beneficial ownership (1) Percent of outstanding shares of common stock owned Of total number of shares beneficially owned, number of option shares Directors/Named Executive Officers Kristi H. McCarthy 10,791 * % 6,799 Jonathan C. Stein 32,417 * 7,548 John B. Hess 25,521,854 (2)(3)(4) 1.28 709,362 Michael J. Chadwick 15,890 * 1,817 Michael S. Bast 1,672 * - John A. Gatling 11,825 * - Gabriela B. Boersner 27,885 * 8,097 Kristen M. Ghattas 267 * 180 Barbara F. Harrison 8,600 * 5,732 Gerbert Schoonman 43,066 * 9,898 David W. Niemiec - - - Stephen J.J. Letwin - - - John P. Reddy - - - All Directors and Executive Officers as a group (13 persons) 25,674,267 1.29 % 749,433 *The percentage of shares beneficially owned by each director or executive officer does not exceed 1% of the common shares outstanding. (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. Mr. 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. (3) This amount includes 6,597,803 shares held by Hess Foundation, Inc., of which Mr. Hess is a director. Mr. Hess has sole voting and dispositive power as to such shares. (4) This amount includes: • 354,234 shares owned directly by Mr. Hess. • 709,362 shares underlying options to purchase common stock, as to which Mr. Hess has no voting or dispositive power until they are acquired upon exercise of the options. • 307,500 shares held by a limited liability company, for which Mr. Hess serves as investment manager and has sole voting and dispositive power. • 6,486,850 shares held by Mr. Hess’ siblings or by trusts for the benefit of Mr. Hess’ siblings or their children, as to which 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. 723,929 of these shares have been pledged by certain of the trusts. Mr. 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. • 1,033,612 shares held by a trust for the benefit of Mr. Hess’ sibling, as to which Mr. Hess has sole voting and shared dispositive power. • 1,905,480 shares held by two limited liability companies as to which Mr. Hess has sole voting power. These shares have been pledged by the limited liability companies. Mr. 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 and dispositive power. Equity Compensation Plan Information See Equity Compensation Plan Information in Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities for information pertaining to securities authorized for issuance under our equity compensation plan. 99 Table of Contents ITEM 13. Certain Relationships and Related Party Transactions and Director Independence 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. 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 The following information summarizes the distributions and payments, made or to be made, by the Company and the Partnership to Hess Midstream GP LP, our general partner, and its affiliates, including the Sponsors, in connection with repurchase transactions and the Restructuring, ongoing operation and liquidation of the Company and the Partnership. Repurchase Transactions Pursuant to the repurchase transactions, the Sponsors received an aggregate purchase price of $400 million in 2023, $300 million in 2024, and $320 million in 2025 in exchange for the Partnership’s repurchase of 13,641,165 Class B Units, 8,364,215 Class B Units, and 8,420,413 Class B Units, respectively. The Restructuring After consummation of the Restructuring, the Sponsors and their affiliates received an aggregate of 898,000 Class A Shares, 266,416,928 Class B Units representing noncontrolling limited partner interests in the Partnership and aggregate cash consideration of $601.8 million. Operational Stage 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 If we dissolve in accordance with our partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining proceeds to all record holders of Class A Shares, pro rata, and such distribution will be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence). Payments to Hess Midstream GP LP and its affiliates Under our partnership agreement, we are required to reimburse Hess Midstream GP LP, as our general partner, and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our amended omnibus agreement and amended employee secondment agreement, our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the partnership agreement. The costs and expenses for which we are required to reimburse our general partner and its affiliates are not subject to any caps or other limits. Agreements Entered Into in Connection with the Restructuring Merger Agreement 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. 100 Table of Contents 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 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 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. Amended Registration Rights Agreement 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. 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 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 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. 101 Table of Contents Compressed Natural Gas Agreement 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 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 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. Under the recalculation mechanism, gathering service fees may be adjusted annually to account for actual throughput and capital expenditures and for updated estimates of future cumulative throughput volumes and capital and operating expenditures. The disposal service fee recalculation mechanism, in contrast, may be adjusted annually only by the applicable inflation escalator, which shall not exceed 3% for any given year. The initial term for the water services agreements is 14 years and we have the unilateral right to extend the water services agreements for one additional 10‑year term. Thereafter, the water services agreements will renew for successive yearly periods unless terminated by either party. See Note 4 , Related Party Transactions in Notes to Consolidated Financial Statements for further discussion of our related party agreements and amounts paid thereunder. Procedures for Review, Approval and Ratification of Related Person Transactions Our board of directors has adopted a related party transactions policy that provides that our board of directors or its authorized committee will review on at least a quarterly basis all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions. In the event that our board of directors or its authorized committee considers ratification of a related person transaction and determines not to so ratify, our Code of Business Conduct and Ethics provides that our management will make all reasonable efforts to cancel or annul the transaction. The related party transactions policy provides that, in determining whether or not to recommend the initial approval or ratification of a related person transaction, our board of directors or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to us as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, shareholder, member or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the Code of Business Conduct and Ethics. Director Independence Please see Item 10. Directors, Executive Officers and Corporate Governance for information on director independence required by Item 407(a) of Regulation S‑K. 102 Table of Contents ITEM 14. Principal Account ing Fees and Services 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, (in thousands) 2025 2024 Audit Fees $ 1,835 $ 1,860 Audit Related Fees $ - $ - Tax Fees - - All Other Fees $ 2 $ 2 Total $ 1,837 $ 1,862 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. 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. The audit committee of our board of directors has the sole authority to (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm and (iii) pre‑approve any non‑audit services and tax services to be rendered by our independent registered public accounting firm. For the years ended December 31, 2025 and 2024, the audit committee of the board of directors of our general partner approved 100% of the fees for the services described above. The audit committee of our board of directors has approved the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm to conduct the audit of the Company’s consolidated financial statements for the year ended December 31, 2026. 103 Table of Contents PART IV ITEM 15 . Exhibits AND Financial Statement Schedules (a) 1. And 2. Financial statements and financial statement schedules The financial statements filed as part of this Annual Report on Form 10-K are listed in the accompanying index to financial statements and schedules in Item 8 . Financial Statements and Supplementary Data. All other financial statement schedules required under SEC rules that are not included in this Annual Report on Form 10-K are omitted either because they are not applicable or the required information is contained in Item 8. Financial Statements and Supplementary Data . 3. Exhibits The exhibits required to be filed pursuant to Item 15(b) of Form 10-K are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference. Exhibit Number Exhibit Description 2.1 Partnership Restructuring Agreement, dated as of October 3, 2019, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, Hess Infrastructure Partners LP, Hess Infrastructure Partners GP LLC, Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, Hess Midstream New Ventures II, LLC, Hess Investments North Dakota LLC, GIP II Blue Holding Partnership, L.P., and Hess Infrastructure Partners Holdings LLC (incorporated by reference herein to Exhibit 2.1 to the Predecessor’s Current Report on Form 8-K (File No. 001-38050) filed on October 4, 2019) 2.2 Agreement and Plan of Merger, dated as of October 3, 2019, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Infrastructure Partners GP LLC, Hess Midstream LP, Hess Midstream GP LP, and Hess Midstream New Ventures II, LLC (incorporated by reference herein to Exhibit 2.2 to the Predecessor’s Current Report on Form 8-K (File No. 001-38050) filed on October 4, 2019) 3.1 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) 3.2 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) 3.3 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) 3.4* 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 4.1 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) 4.2 Indenture, dated as of December 10, 2019, by and between Hess Midstream Partners LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference herein to Exhibit 4.1 to Predecessor’s Current Report on Form 8-K (File No. 001-38050) filed on December 10, 2019) 4.3 First Supplemental Indenture, dated December 16, 2019 to the Indenture, dated as of December 10, 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 4.6 to Predecessor’s Current Report on Form 8-K (File No. 001-38050) filed on December 16, 2019) 4.4 Indenture, dated as of August 5, 2021, 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 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021) 104 Table of Contents 4.5 Indenture, dated as of April 8, 2022, by and among Hess Midstream Operations LP, certain guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 8, 2022) 4.6 Indenture, dated as of May 16, 2024, by and among Hess Midstream Operations LP, the Guarantors and Computershare Trust Company, N.A., as trustee (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 16, 2024) 4.7 Indenture, dated as of February 12, 2025, by and among Hess Midstream Operations LP, the Guarantors and Computershare Trust Company, N.A., as trustee (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 12, 2025) 4.8 Description of Class A Shares (incorporated by reference herein to Exhibit 99.1 to the Company’s Current Report on Form 8-K12B (File No. 001-39163) filed on December 17, 2019) 10.1 Amended and Restated Omnibus Agreement, dated December 16, 2019, by and among Hess Corporation, Hess Infrastructure Partners GP LLC, Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, Hess Midstream Operations LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, and, for the limited purposes specified therein, Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P. (incorporated by reference herein to Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K (File No. 001-38050) filed on December 16, 2019) 10.2 Amended and Restated Employee Secondment Agreement, dated as of December 16, 2019, by and among Hess Corporation, Hess Trading Corporation, Hess Midstream GP LP, Hess Midstream GP LLC, and, for the limited purposes specified therein, Hess Midstream Partners GP LP, and Hess Midstream Partners GP LLC (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B (File No. 001-39163) filed on December 17, 2019) 10.3 Amended and Restated Registration Rights Agreement, dated December 16, 2019, by and among Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P. (incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K12B (File No. 001-39163) filed on December 17, 2019) 10.4 Third Amended and Restated Agreement of Limited Partnership of Hess Midstream Operations LP (formerly known as Hess Midstream Partners LP), dated as of December 16, 2019 (incorporated by reference herein to Exhibit 3.2 to the Predecessor’s Current Report on Form 8-K (File No. 001-38050) filed on December 16, 2019) 10.5 First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Hess Midstream Operations LP, dated as of January 26, 2026 (incorporated by reference herein to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 30, 2026) 10.6 # Hess Midstream LP 2017 Long Term Incentive Plan (incorporated by reference herein to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B (File No. 001-39163) filed on December 17, 2019) 10.7 # Form of Phantom Unit Agreement (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2020 filed on May 7, 2020) 10.8 † Second Amended and Restated Terminal and Export Services Agreement, effective as of January 1, 2014, by and between Hess Trading Corporation and Hess North Dakota Export Logistics LLC (incorporated by reference herein to Exhibit 10.7 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024) 10.9 † Storage Services Agreement, effective as of January 1, 2014, by and between Solar Gas, Inc. and Hess Mentor Storage LLC (incorporated by reference herein to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024) 10.10 † Amended and Restated Crude Oil Gathering Agreement, effective as of January 1, 2014, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.9 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024) 10.11 † Second Amended and Restated Gas Processing and Fractionation Agreement effective as of January 1, 2014 by and between Hess Trading Corporation and Hess Bakken Processing LLC (incorporated by reference herein to Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024) 10.12 † Second Amended and Restated Gas Gathering Agreement effective as of January 1, 2014 by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.11 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024) 105 Table of Contents 10.13 Amendment No. 1 to Second Amended and Restated Gas Processing and Fractionation Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess Bakken Processing LLC (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2020) 10.14 Amendment No. 1 to Second Amended and Restated Terminal and Export Services Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Export Logistics LLC (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 23, 2020) 10.15 Amendment No. 1 to Amended and Restated Crude Oil Gathering Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 23, 2020) 10.16 Amendment No. 1 to Second Amended and Restated Gas Gathering Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 23, 2020) 10.17 † Letter Agreement Re: Second Amended and Restated Gas Gathering Agreement and Second Amended and Restated Gas Processing and Fractionation Agreement by and between Hess Trading Corporation, Hess Bakken Processing LLC and Hess North Dakota Pipelines LLC, dated as of August 14, 2025 (incorporated by reference herein to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2025 filed on November 6, 2025) 19.1* Insider Trading Policy 21.1* Subsidiaries of Hess Midstream LP 23.1* Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP 23.2* Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP 24.1* Power of Attorney (set forth on the signature page hereof) 31.1* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 # Hess Midstream LP Compensation Recovery Policy (incorporated by reference herein to Exhibit 97.1 to the Company’s Form 10-K for the year ended December 31, 2023 filed on February 29, 2024) 101(INS)* Inline XBRL Instance Document 101(SCH)* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) † Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential. # Compensatory plan or arrangement. * Filed herewith ** Furnished herewith 106 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 107 Table of Contents SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of February 2026. Hess Midstream LP (Registrant) By: Hess Midstream GP LP, its general partner By: Hess Midstream GP LLC, its general partner By: /s/ Michael J. Chadwick Michael J. Chadwick, Chief Financial Officer 108 Table of Contents POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Jonathan C. Stein, Gabriela B. Boersner and Michael J. Chadwick or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Kristi H. McCarthy Chair of the Board of Directors February 25, 2026 Kristi H. McCarthy /s/ Jonathan C. Stein Chief Executive Officer (Principal Executive Officer) February 25, 2026 Jonathan C. Stein /s/ Michael J. Chadwick Chief Financial Officer (Principal Financial and Accounting Officer) February 25, 2026 Michael J. Chadwick /s/ Kristen M. Ghattas Director February 25, 2026 Kristen M. Ghattas /s/ Barbara F. Harrison Director February 25, 2026 Barbara F. Harrison /s/ Gerbert Schoonman Director February 25, 2026 Gerbert Schoonman /s/ David W. Niemiec Director February 25, 2026 David W. Niemiec /s/ Stephen J.J. Letwin Director February 25, 2026 Stephen J.J. Letwin /s/ John P. Reddy Director February 25, 2026 John P. Reddy 109