What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 67 added, 264 removed, 337 unchanged (50% of the section changed)

Financial Statements

September 30,

(in millions, except share amounts)

3 unchanged sentences

Accounts receivable—affiliate

Prepaid insurance

Other current assets

1 unchanged sentence

Equity investments

Property, plant and equipment, at cost

Accumulated depreciation

Property, plant and equipment, net

Long-term receivable—affiliate

Deferred tax asset

12 unchanged sentences

Class A shares ( 128,350,881 shares issued and outstanding as of

September 30, 2025;

March 31, 2026;

129,403,244 shares issued and outstanding

1 unchanged sentence

Class B shares ( 77,827,485 shares issued and outstanding as of

September 30, 2025;

March 31, 2026;

78,283,296 shares issued and outstanding as of

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per share data)

29 unchanged sentences

Deferred tax asset

Sale of shares held by Sponsors

Share and unit repurchases

1 unchanged sentence

Balance at March 31, 2026

Equity-based compensation

Distributions - $ 0.7098 per share

Deferred tax asset

Sale of shares held by Sponsors

Share and unit repurchases

Transaction costs

Balance at June 30, 2025

Equity-based compensation

Distributions - $ 0.7370 per share

Deferred tax asset

Share and unit repurchases

Transaction costs

Balance at September 30, 2025

Balance at December 31, 2024

6 unchanged sentences

Balance at March 31, 2025

Equity-based compensation

Distributions - $ 0.6516 per share

Deferred tax asset

Sale of shares held by Sponsors

Share and unit repurchases

Transaction costs

Balance at June 30, 2024

Equity-based compensation

Distributions - $ 0.6677 per share

Deferred tax asset

Sale of shares held by Sponsors

Share and unit repurchases

Transaction costs

Balance at September 30, 2024

(1) Includes excise tax on Class A Share repurchases.

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

CONSOLIDATED S TATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

29 unchanged sentences

Net cash used in financing activities

Increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

10 unchanged sentences

References to “Sponsor” or “Sponsors” refer to (a) Hess Corporation (“Hess”) and GIP II Blue Holding, L.P.

(“GIP”) when referring to periods prior to May 30, 2025, (b) Hess from May 30, 2025 to July 17, 2025, and (c) Chevron from July 18, 2025 to present.

(“GIP”) when referring to periods prior to May 30, 2025, (b) Hess from May 30, 2025 to July 17, 2025, and (c) Chevron from July 18, 2025.

As used in this report, the term “Chevron” may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole.

All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at September 30, 2025 and December 31, 2024, the consolidated results of operations for the three and nine months ended September 30, 2025 and 2024, and the consolidated cash flows for the nine months ended September 30, 2025 and 2024.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at March 31, 2026 and December 31, 2025, the consolidated results of operations and cash flows for the three months ended March 31, 2026 and 2025.

The Company has no items of other comprehensive income (loss);

10 unchanged sentences

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

At September 30, 2025, our noncontrolling interest represents an approximate 37.7 % interest in the Partnership retained by our Sponsor (December 31, 2024:

On May 30, 2025, GIP sold all of its limited partner interests in the Partnership and no longer holds a direct or indirect ownership interest in the Company, the Partnership or our general partner.

At March 31, 2026, our noncontrolling interest represented an approxim ate 37.7 % interest in the Partnership retained by our Sponsor (December 31, 2025:

See Note 2, Equity Transactions for more details.

On July 18, 2025, Hess and Chevron completed the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of October 22, 2023 (the “Merger”).

As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns each of the following:

• 100 % of the limited liability company interests in Hess Infrastructure Partners GP LLC, the sole member of the general partner of our general partner;

• 100 % of the limited liability company interests in Hess Midstream GP LLC, the general partner of our general partner;

• 100 % of the partnership interests in Hess Midstream GP LP, our general partner;

• 100 % of the limited liability company interests in Hess Investments North Dakota LLC (“HINDL”), the holder of 449,000 Class A shares representing limited partner interests in the Company (“Class A Shares”) and all of the issued and outstanding Class B shares representing limited partner interests in the Company (“Class B Shares”) and Class B units representing limited partner interests in the Partnership (“Class B Units”), which Class B Shares and Class B Units together are exchangeable into Class A Shares and, together with HINDL’s Class A Shares, collectively represent an approximate 37.9 % interest in the Company on a consolidated basis.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Throughout this filing and depending on the context, we make references to Chevron, as Chevron, following the completion of the Merger, is our Sponsor and indirectly wholly owns our general partner.

Our historical commercial, omnibus and employee secondment agreements with Hess remain in effect subsequent to the Merger, and we refer to Chevron as the counterparty to these agreements, as Chevron currently wholly owns the Hess entities that are counterparties to these agreements.

New Accounting Pronouncements

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

Improvements to Income Tax Disclosures.

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

The ASU will be effective for the Company for the year ending December 31, 2025.

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

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

5 unchanged sentences

Equity Offering Transactions

On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A Shares, inclusive of the underwriter’s option to purchase up to 1,500,000 additional Class A Shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 32.83 per Class A Share.

GIP received net proceeds from the offering of approximately $ 377.5 million.

On May 31, 2024, GIP sold an aggregate of 10,000,000 of our Class A Shares in an underwritten public offering at a price to the underwriter of $ 34.025 per Class A Share.

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

GIP received net proceeds from the offering of approximately $ 391.3 million.

On September 20, 2024, GIP sold an aggregate of 12,650,000 of our Class A Shares, inclusive of the underwriter’s option to purchase up to 1,650,000 additional Class A Shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 35.12 per Class A Share.

GIP received net proceeds from the offering of approximately $ 444.3 million.

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares in an underwritten public offering at a price of $ 39.45 per Class A Share, less underwriting discounts.

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

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

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

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

GIP received net proceeds from the offering of approximately $ 553.7 million, after deducting underwriting discounts.

As of the closing of the offering, GIP no longer held a direct or indirect ownership interest in any of the Company, the Partnership or our general partner.

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

The above equity offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors.

The Class A Shares sold in the offerings were obtained by GIP by exchanging to us a corresponding number of Class B Units held by GIP, together with an equal number of Class B Shares held by the Company’s general partner.

As a result, the total number of the Company’s Class A Shares and Class B Shares did not change.

The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 1, Basis of Presentation .

As a result of the equity offering transactions described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 44.9 million during the nine months ended September 30, 2025 (nine months ended September 30, 2024:

$ 8.6 million) and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

PART I – FINANCIAL INFORMATION (CONT’D)

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

The Class A Shares sold in the offering were obtained by GIP by exchanging to us a corresponding number of Class B units representing limited partner interests in the Partnership (the “Class B Units”) held by GIP, together with an equal number of Class B shares representing limited partner interests in the Company (the “Class B Shares”) held by the Company’s general partner at the time.

As a result, the total number of the Company’s Class A Shares and Class B Shares did not change.

The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 1, Basis of Presentation .

As a result of the equity offering transaction described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 16.9 million during the three months ended March 31, 2025 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

Class B Unit Repurchases

On March 11, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 2,816,901 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

The repurchase transaction was consummated on March 14, 2024.

The purchase price per Class B Unit was $ 35.50 , the closing price of the Class A Shares on March 11, 2024.

On June 24, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 2,724,052 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

The repurchase transaction was consummated on June 26, 2024.

The purchase price per Class B Unit was $ 36.71 , the closing price of the Class A Shares on June 24, 2024.

On September 9, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 2,823,262 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

The repurchase transaction was consummated on September 11, 2024.

The purchase price per Class B Unit was $ 35.42 , the closing price of the Class A Shares on September 9, 2024.

On January 13, 2025, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 2,572,677 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

1 unchanged sentence

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

On May 5, 2025, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 5,151,842 Class B Units for an aggregate purchase price of approximately $ 190.0 million.

The repurchase transaction was consummated on May 9, 2025.

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

On August 4, 2025, the Company, the Partnership and our Sponsor entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsor 695,894 Class B Units for an aggregate purchase price of approximately $ 30.0 million.

The repurchase transaction was consummated on August 8, 2025.

The purchase price per Class B Unit was $ 43.11 , the closing price of the Class A Shares on August 4, 2025.

On March 2, 2026, the Company, the Partnership and our Sponsor entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsor 455,811 Class B Units for an aggregate purchase price of approximately $ 18.0 million.

The repurchase transaction was consummated on March 4, 2026.

The purchase price per Class B Unit was $ 39.49 , the closing price of the Class A Shares on March 2, 2026.

Pursuant to the terms of the unit repurchase agreements described above, immediately following each purchase of the Class B Units from the Sponsors, the Partnership cancelled the repurchased units, and the Company cancelled, for no consideration, an equal number of its Class B Shares.

Accelerated Share Repurchases

In the second quarter of 2025, we repurchased $ 10.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution.

Under the terms of the ASR, we paid $ 10.0 million in cash to the financial institution and received 267,532 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

In the third quarter of 2025, we repurchased $ 70.0 million of our publicly traded Class A Shares through an ASR transaction with a financial institution.

In the first quarter of 2026 , we repurchased $ 42.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution.

Under the terms of the ASR, we paid $ 42.0 million in cash to the financial institution and received 1,065,724 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

Following the settlement of the ASR transactions, the Company cancelled the repurchased Class A Shares, and the Partnership cancelled, for no consideration, an equal number of its Class A units representing limited partner interests in the Partnership.

Following the settlement of the ASR transaction, the Company cancelled the repurchased Class A Shares, and the Partnership cancelled, for no consideration, an equal number of its Class A units representing limited partner interests in the Partnership.

The Class B Unit repurchase and ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility (see Note 5, Debt and Interest Expense ).

The Class B Unit repurchase and ASR transactions were accounted for in accordance with Accounting Standards Codification 810, whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions.

The carrying amounts of the noncontrolling interest were adjusted to reflect the changes in the ownership interest with the difference between the amounts of consideration paid and the amounts by which the noncontrolling interest were adjusted recognized as a reduction in equity attributable to Class A shareholders.

As a result of the transactions described above, we recognized a direct reduction to deferred tax asset of $ 1.1 million (three months ended March 31, 2025:

an addition to deferred tax asset of $ 137.8 million) related to the change in the temporary difference between the carrying amount and the tax basis of our investment in the Partnership.

The effect of recognizing the changes in deferred tax asset was included in Class A shareholders’ equity balance in the accompanying unaudited consolidated statement of changes in partners’ capital (deficit) due to the transactions being characterized as transactions among or with shareholders.

PART I – FINANCIAL INFORMATION (CONT’D)

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

We incurred approximately $ 2.9 million of costs directly attributable to the repurchase transactions that were charged to equity during the nine months ended September 30, 2025 (nine months ended September 30, 2024:

$ 2.4 million).

As a result of the equity offering, Class B Unit repurchase and ASR transactions described above, we also recognized an additional deferred tax asset of $ 305.0 million during the nine months ended September 30, 2025 (nine months ended September 30, 2024:

$ 329.8 million) related to the change in the temporary difference between the carrying amount and the tax basis of our investment in the Partnership.

The effect of recognizing the additional deferred tax asset was included in Class A shareholders’ equity balance in the accompanying unaudited consolidated statement of changes in partners’ capital (deficit) due to the transactions being characterized as transactions among or with shareholders.

Related Party Transactions

7 unchanged sentences

If Chevron fails to deliver its applicable MVCs during any quarter, then Chevron will pay us a shortfall fee equal to the volume of the deficiency multiplied by the applicable fee.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except for the water services agreements and except for a certain gathering sub-system as described below, each of our commercial agreements with Chevron had an initial 10 -year term effective January 1, 2014 (“Initial Term”).

5 unchanged sentences

Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consistent with the existing terms of the commercial agreements, during the Secondary Term of each of our commercial agreements other than our storage services agreement and terminal and export services agreement (with respect to crude oil terminaling services), the fee recalculation model under each applicable agreement is replaced by an inflation-based fee structure.

3 unchanged sentences

Except for the crude oil terminaling and water handling services, Chevron is entitled to receive a credit, calculated in barrels or Mcf, as applicable, with respect to the amount of any shortfall fee paid by Chevron and may apply such credit against any volumes delivered to us under the applicable agreement in excess of Chevron’s nominated volumes during any of the following four quarters after such credit is earned, after which time any unused credits will expire.

The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are recorded as deferred revenue and recognized as revenue as the credits are utilized or expire .

At September 30, 2025, deferred revenue included in Accrued liabilities in the accompanying unaudited consolidated balance sheet was $ 1.8 million (December 31, 2024:

The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are initially recorded as deferred revenue and recognized as revenue as the credits are utilized, expire, or when the likelihood of Chevron utilizing its remaining credits becomes remote .

At March 31, 2026, deferred revenue included in Accrued liabilities in the accompanying unaudited consolidated balance sheet was $ 15.7 million (December 31, 2025:

$ 6.4 million ).

Revenues attributable to our fee‑based commercial agreements with Chevron, including revenues from third‑party volumes contracted with Chevron and del ivered to us under these agreements, for the three and nine months ended September 30, 2025 were 96 % and 97 % , respectively, compared with 98 % for both the three and nine months ended September 30, 2024.

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

Together with our Sponsor, we are pursuing strategic relationships with third‑party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended March 31, 2026 and 2025 , approximately 96 % and 98 % , respectively, of our revenues were attributable to our fee‑based commercial agreements with Chevron, including revenues from third‑party volumes contracted with Chevron and delivered to us under these agreements.

Together with Chevron, we are pursuing strategic relationships with third‑party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

10 unchanged sentences

These pass-through revenues are included in Affiliate services, and the related pass-through costs are included in Operating and maintenance expenses in the accompanying unaudited consolidated statements of operations.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

1 unchanged sentence

Produced water trucking and disposal costs

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Omnibus and Employee Secondment Agreements

Under our omnibus and employee secondment agreements, Chevron provides substantial operational and administrative services to us in support of our assets and operations.

For the three and nine months ended September 30, 2025 and 2024, we had the following charges from Chevron included in Operating and maintenance expenses and General and administrative expenses in the accompanying unaudited consolidated statement of operations.

For the three months ended March 31, 2026 and 2025, we had the following charges from Chevron included in Operating and maintenance expenses and General and administrative expenses in the accompanying unaudited consolidated statements of operations.

The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

1 unchanged sentence

General and administrative expenses

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LM4 Agreements

2 unchanged sentences

In addition, we share profits and losses and receive distributions from LM4 under the LM4 amended and restated limited liability company agreement based on our ownership interest.

For the three and nine months ended September 30, 2025 and 2024, we had the following activity related to our agreements with LM4:

Three Months Ended September 30,

Nine Months Ended September 30,

For the three months ended March 31, 2026 and 2025, we had the following activity related to our agreements with LM4:

Three Months Ended March 31,

(in millions)

2 unchanged sentences

Distributions received from equity investments

Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:

Estimated useful lives

September 30, 2025

December 31, 2024

(in millions, except for number of years)

Gathering assets

Compressors, pumping stations and terminals

22 to 25 years

Gas plant assets

Pipelines, pipes and valves

22 to 25 years

12 to 30 years

Processing and fractionation facilities

Logistics facilities and railcars

20 to 25 years

Storage facilities

20 to 25 years

Construction-in-progress

Total property, plant and equipment, at cost

Accumulated depreciation

Property, plant and equipment, net

Accrued Liabilities

Accrued liabilities are as follows:

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Accrued interest

Deferred revenue

Accrued capital expenditures

4 unchanged sentences

Debt and Interest Expense

Fixed‑Rate Senior Notes

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

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

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

The Partnership redeemed the 2026 Notes on March 5, 2025, and recognized an extinguishment loss of approximately $ 2.0 million included in Interest expense, net in the accompanying unaudited consolidated statements of operations.

As of September 30, 2025, the Partnership had:

• $ 400.0 million aggregate principal amount of 5.500 % fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors.

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

• $ 750.0 million aggregate principal amount of 4.250 % fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors.

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

• $ 600.0 million aggregate principal amount of 6.500 % fixed‑rate senior unsecured notes due 2029 that were issued to qualified institutional investors.

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

• $ 550.0 million aggregate principal amount of 5.125 % fixed‑rate senior unsecured notes due 2028 that were issued to qualified institutional investors.

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

• $ 800.0 million aggregate principal amount of 5.875 % fixed‑rate senior unsecured notes due 2028 that were issued to qualified institutional investors.

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

Each of the indentures for the senior unsecured notes described above contains covenants that the Partnership considers to be customary.

On July 24, 2025 (the “Investment Grade Rating Date”), the Partnership received an investment grade rating from S&P Global Ratings (“S&P”).

S&P assigned a rating of ‘BBB-’ to the Partnership’s unsecured debt and raised the Partnership’s issuer level credit rating to ‘BBB-’, with a stable outlook.

As a result of this investment grade rating, the Partnership is not required to comply with certain restrictive covenants set forth in the unsecured notes indentures, including those related to (i) declaring or paying any dividend or making any other restricted payments;

(ii) transfer or sale of assets or subsidiary stock;

(iii) incurrence of additional debt;

(iv) restricted investments;

and (v) affiliate transactions.

As of September 30, 2025, the Partnership was in compliance with all debt covenants under the indentures.

In addition, the covenants included in the indentures governing the senior unsecured notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indenture, as long as any such financial information of the Company contains information reasonably sufficient to identify the material differences, if any, between the financial information of the Company, on the one hand, and the Partnership and its subsidiaries on a stand-alone basis, on the other hand, and the Company does not directly own capital stock of any person other than the Partnership and its subsidiaries, or material business operations that would not be consolidated with the financial results of the Partnership and its subsidiaries.

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

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

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Credit Facilities

As of September 30, 2025 , the Partnership had $ 1.4 billion senior unsecured credit facilities (the “Credit Facilities”) consisting of a $ 1.0 billion five-year revolving credit facility and a $ 400.0 million five‑year Term Loan A facility.

The Credit Facilities mature in July 2027 .

Facility fees accrue on the total capacity of the revolving credit facility.

Borrowings under the five-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin that, prior to the Investment Grade Rating Date, ranged from 1.65 % to 2.55 %, while the applicable margin for the five‑year syndicated revolving credit facility ranged from 1.375 % to 2.050 %.

As a result of the investment grade rating, on and after the Investment Grade Rating Date, borrowings under the Partnership’s five-year Term Loan A facility bear interest at SOFR plus the applicable margin ranging from 1.10 % to 1.85 %, while the applicable margin for the five-year syndicated revolving credit facility ranges from 1.00 % to 1.60 %.

On and after the Investment Grade Rating Date, pricing levels for the facility fee and interest rate margins are based on the Partnership’s Designated Rating (as defined in the Credit Facilities) .

As of September 30, 2025, borrowings of $ 356.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $ 370.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes.

After the Investment Grade Rating Date, each of the guarantors was released from its obligations under the guarantee agreement, each of the loan parties was released from its obligations under the security documents to which it was a party and all liens granted to the administrative agent by the loan parties on any collateral were released.

Additionally, after the Investment Grade Rating Date, the covenant that requires the Partnership to maintain a ratio of secured debt to Consolidated EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter fell away.

The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to Consolidated EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter ( 5.50 to 1.00 during the specified period following certain acquisitions).

As of September 30, 2025, the Partnership was in compliance with this financial covenant.

Fair Value Measurement

At September 30, 2025, our total debt had a carrying value of $ 3,794.9 million and had a fair value of approximately $ 3,840.1 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and revolving credit facility at September 30, 2025 , approximated their fair value.

At March 31, 2026, the carrying value of our total debt was $ 3,772.0 million.

Excluding deferred issuance costs, our total borrowings at March 31, 2026 consisted of $ 3,100.0 million outstanding under our fixed-rate senior unsecured notes, $ 343.0 million drawn and outstanding under our $ 1.0 billion five-year revolving credit facility and $ 355.0 milli on outstanding under our $ 400.0 million five-year Term Loan A facility.

The revolving credit facility and the Term Loan A facility mature in July 2027 .

At March 31, 2026, the fair value of our total debt was approximately $ 3,789.0 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and the revolving credit facility at March 31, 2026 , approximated their fair value.

Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

5 unchanged sentences

First Quarter 2025

May‍ 14, 2025

Second Quarter 2025

8 unchanged sentences

First Quarter 2026 (1)

May‍ 14, 2025

Second Quarter 2025

August 7, 2025

August 14, 2025

Third Quarter 2025 (1)

November 6, 2025

November 14, 2025

(1) For more information, see Note 11, Subsequent Events.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Earnings per Share

4 unchanged sentences

Diluted earnings per Class A Share are calculated using the “treasury stock method” or “if-converted method,” whichever is more dilutive.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per share amounts)

4 unchanged sentences

Weighted average Class A shares outstanding:

For the three and nine months ended September 30, 2025 , the weighted average number of Class A Shares outstanding included 24,866 and 22,392 d ilutive restricted shares, respectively, compared with 30,413 and 29,566 dilutive restricted shares for the three and nine months ended September 30, 2024 , respectively.

For the three months ended March 31, 2026 and 2025 , we did not have any material dilutive restricted shares.

Concentration of Credit Risk

As of both September 30, 2025 and December 31, 2024, Chevron and its affiliates represented approximately 97 % of accounts receivable from contracts with customers.

Total revenues attributable to Chevron for the three and nine months ended September 30, 2025 were 96 % and 97 % , respectively, compared with 98 % of revenues for both the three and nine months ended September 30, 2024 .

As of both March 31, 2026 and December 31, 2025, Chevron and its affiliates represented approximately 96 % of accounts receivable from contracts with customers.

Total revenues attributable to Chevron for the three months ended March 31, 2026 and 2025 were 96 % and 98 % , respectively .

PART I – FINANCIAL INFORMATION (CONT’D)

4 unchanged sentences

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

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

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

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

As of September 30, 2025 our reserves for all estimated remediation liabilities, inclusive of the produced water release above, were $ 1.4 million in Accrued liabilities and $ 1.3 millio n in Other noncurrent li abilities , each in the accompanying unaudited consolidated balance sheet, compared with $ 1.9 million and $ 1.4 million, respectively, as of December 31, 2024.

As of March 31, 2026 our reserves for all estimated remediation liabilities were $ 2.0 million in Accrued liabilities and $ 0.9 millio n in Other noncurrent li abilities , each in the accompanying unaudited consolidated balance sheet, compared with $ 1.4 million and $ 0.9 million, respectively, as of December 31, 2025.

Legal Proceedings

4 unchanged sentences

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

Accordingly, as of September 30, 2025 and December 31, 2024 , we did no t have material accrued liabilities for legal contingencies.

Accordingly, as of March 31, 2026 and December 31, 2025 , we did no t have material accrued liabilities for legal contingencies.

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

(1) gathering, (2) processing and storage and (3) terminaling and export.

Our reportable segments comprise the structure used by our Chief Executive Officer and Chief Financial Office r, who, collectively, have been determined to be our Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance.

Our reportable segments comprise the structure used by our Chief Executive Officer and Chief Financial Officer , who, collectively, have been determined to be our Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance.

These segments are strategic business units with differing products and services.

12 unchanged sentences

(in millions)

For the Three Months Ended September 30, 2025

Revenues and other income

Operating and maintenance expenses

(exclusive of depreciation shown

separately below)

Depreciation expense

General and administrative expenses

Income from equity investments

Interest expense, net

Income tax expense

Adjusted EBITDA

Capital expenditures

Processing and Storage

Terminaling and Export

Total Reportable Segments

Interest and Other

(in millions)

For the Three Months Ended September 30, 2024

Revenues and other income

Operating and maintenance expenses

(exclusive of depreciation shown

separately below)

Depreciation expense

General and administrative expenses

Income from equity investments

Interest expense, net

Income tax expense

Adjusted EBITDA

Capital expenditures

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Processing and Storage

Terminaling and Export

Total Reportable Segments

Interest and Other

(in millions)

For the Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Revenues and other income

14 unchanged sentences

(in millions)

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Revenues and other income

10 unchanged sentences

The following table presents a reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:

Three Months Ended September 30,

Nine Months Ended September 30, 2024

Three Months Ended March 31,

(in millions)

10 unchanged sentences

Total assets for the reportable segments are as follows:

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Total consolidated assets

(1) Includes investment in equity investees of $ 84.5 million as of September 30, 2025 and $ 87.0 million as of December 31, 2024 .

(1) Includes investment in equity investees of $ 80.0 million as of March 31, 2026 and $ 81.5 million as of December 31, 2025 .

Subsequent Events

On October 27, 2025 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7548 per Class A Share for the quarter ended September 30, 2025.

The distribution represents an increase of $ 0.0178 per Class A Share for the third quarter of 2025 as compared with the second quarter of 2025.

The distribution will be payable on November 14, 2025 , to shareholders of record as of the close of business on November 6, 2025 .

On April 27, 2026 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7792 per Class A Share for the quarter ended March 31, 2026.

The distribution represents an increase of $ 0.0151 per Class A Share for the first quarter of 2026 as compared with the fourth quarter of 2025.

The distribution will be payable on May 14, 2026 , to shareholders of record as of the close of business on May 7, 2026 .

Simultaneously, the Partnership will make a distribution of $ 0.7792 per Class B Unit of the Partnership to our Sponsor.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements