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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 66 added, 244 removed, 230 unchanged (57% of the section changed)

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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.

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Our actual results could differ materially from those discussed below.

Factors that could cause or contribute to such differences include, but are not limited to, those risk factors discussed in our 2024 Annual Report and risk factors included in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Factors that could cause or contribute to such differences include, but are not limited to, those risk factors discussed in our 2025 Annual Report.

Organization.

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

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

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

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

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

Prior to May 30, 2025, GP LLC was owned 50/50 by affiliates of Hess and GIP.

As described below, as of the closing of the May 2025 GIP equity offering transaction, GIP no longer holds any Class A Shares of the Company or any Class B Units of the Partnership and no longer holds a direct or indirect ownership interest in GP LLC, our general partner, the Company, or the Partnership.

From May 30, 2025 to July 17, 2025, GP LLC was wholly owned by Hess.

Chevron Merger.

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

As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns 100% of the limited liability company interests in GP LLC, 100% of the partnership interests in our general partner, and an approximate 37.9% interest in the Company on a consolidated basis.

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

Operational Highlights.

In the third quarter of 2025, we completed the construction of a new compressor station.

The new station provides approximately 35 MMcf/d of installed capacity and can be expanded to provide an additional 35 MMcf/d in the future.

In the first quarter of 2026, we placed in service a new compressor station, which provides approximately 50 MMcf/d of installed compression capacity and can be expanded to provide an additional 20 MMcf/d in the future.

Equity Transactions.

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

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

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

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

On August 8, 2025, the Partnership purchased directly from the Sponsor 695,894 Class B Units for an aggregate purchase price of approximately $30.0 million.

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

The repurchase transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility.

PART I – FINANCIAL INFORMATION (CONT’D)

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares representing limited partner interests (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.

The Company did not receive any proceeds from the offering transactions described above.

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

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.

On March 4, 2026, the Partnership purchased directly from the Sponsor 455,811 Class B units representing limited partner interests in the Partnership (“Class B Units”) for an aggregate purchase price of approximately $18.0 million.

The purchase price per Class B Unit was $39.49, the closing price of the Class A shares representing limited partner interests in the Company (the “Class A Shares”) on March 2, 2026.

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.

The ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility.

As a result of the equity offering and unit and share repurchase transactions described above, our public ownership increased from approximately 47.3% at December 31, 2024, to approximately 62.1% at September 30, 2025, on a consolidated basis.

The Class B Unit repurchase and the ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility.

Credit Ratings.

On July 24, 2025, the Partnership received an investment grade rating from S&P.

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

As a result of this investment grade rating, the Partnership is not required to comply with certain restrictive covenants set forth in the unsecured notes indentures.

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

At September 30, 2025, the Partnership’s senior unsecured debt is rated ‘BBB-’ by S&P, BB+ by Fitch Ratings, and Ba2 by Moody’s Investors Service.

Income Taxes.

On July 4, 2025, the One Big Beautiful Bill Act (“Act”) was enacted into law in the U.S., providing for significant changes to U.S.

Federal tax law.

Under GAAP, the impact of tax law changes is recognized in the period of enactment.

There was no material impact of the new Act on our consolidated financial statements for the three and nine months ended September 30, 2025, and we do not expect a material impact on our future results of operations or cash flows.

Third Quarter Results

Significant financial and operating highlights for the third quarter of 2025 included:

At March 31, 2026, the Partnership’s senior unsecured debt is rated ‘BBB-’ by S&P Global Ratings and ‘Ba1’ by Moody’s Investors Service.

First Quarter Results

Significant financial and operating highlights for the first quarter of 2026 included:

• Consolidated net income of $157.7 million;

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• Adjusted EBITDA of $299.8 million;

• Cash distribution of $0.7548 per Class A Share declared on October 27, 2025, an increase of $0.0178 per Class A Share for the third quarter of 2025 as compared with the second quarter of 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

Revenues and other income in the third quarter of 2025 were $420.9 million, up from $378.5 million in the prior‑year quarter, primarily due to higher physical volumes and higher tariff rates.

Total operating costs and expenses in the third quarter of 2025 were $162.0 million, up from $146.8 million in the prior-year quarter, primarily due to higher employee costs, depreciation and pass-through electricity and produced water trucking and disposal costs.

Interest expense, net of interest income, in the third quarter of 2025 was $57.1 million, up from $51.8 million in the prior-year quarter, primarily due to higher borrowings under the Company’s revolving credit facility.

• Cash distribution of $0.7792 per Class A Share declared on April 27, 2026, an increase of $0.0151 per Class A Share for the first quarter of 2026 as compared with the fourth quarter of 2025.

Revenues and other income in the first quarter of 2026 were $390.1 million, up from $382.0 million in the prior‑year quarter, primarily due to higher tariff rates, third-party services and pass-through revenues, partially offset by lower throughput volumes.

Total operating costs and expenses in the first quarter of 2026 were $152.0 million, up from $144.6 million in the prior-year quarter, primarily due to higher depreciation expense.

Interest expense, net of interest income, in the first quarter of 2026 was $55.4 million, approximately flat compared with $56.4 million in the prior-year quarter.

Income tax expense was $28.2 million, up from $23.0 million in the prior-year quarter, primarily resulting from ownership changes following the GIP secondary equity offering and Class A Share and Class B Unit repurchase transactions.

As a result, consolidated net income increased $10.8 million and Adjusted EBITDA increased $33.8 million for the third quarter of 2025 compared with the third quarter of 2024.

Throughput volumes increased 10% for gas processing, 7% for oil terminaling and 7% for water gathering in the third quarter of 2025 compared with the third quarter of 2024, primarily due to higher production and higher third-party gas volumes.

As a result, consolidated net income decreased $3.7 million while Adjusted EBITDA increased $7.5 million for the first quarter of 2026 compared with the first quarter of 2025.

Throughput volumes decreased 5% for oil terminaling and 9% for water gathering in the first quarter of 2026 compared with the first quarter of 2025, primarily due to lower production.

Throughput volumes increased 1% for gas processing in the first quarter of 2026 compared with the first quarter of 2025, primarily due to higher third-party volumes.

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

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Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Results of operations for the three months ended September 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

For the Three Months Ended September 30, 2025

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Results of operations for the three months ended March 31, 2026 and 2025 are presented below (in millions, unless otherwise noted).

For the Three Months Ended March 31, 2026

Processing and Storage

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PART I – FINANCIAL INFORMATION (CONT’D)

For the Three Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Processing and Storage

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(2) Thousand barrels per day

Revenues and other income increased $23.8 million in the third quarter of 2025 compared to the third quarter of 2024, of which $6.5 million is attributable to higher tariff rates, $5.4 million is attributable to higher gas gathering physical volumes and $3.6 million is attributable to higher pass‑through revenue.

Additionally, $3.4 million is attributable to services provided directly to third parties, $2.5 million is attributable to higher water gathering and disposal revenue and $2.4 million is attributable to higher crude oil gathering physical volumes.

Operating and maintenance expenses (exclusive of depreciation) increased $7.3 million, of which $3.7 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $3.6 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees.

Revenues and other income increased $0.5 million in the first quarter of 2026 compared to the first quarter of 2025, of which $4.9 million is attributable to higher pass‑through revenue, $3.9 million is attributable to higher tariff rates, and $3.0 million is attributable to services provided directly to third parties.

These increases are partially offset by $6.8 million attributable to lower gas gathering physical volumes delivered by Chevron, $1.8 million attributable to lower crude oil gathering physical volumes delivered by Chevron, $1.4 million attributable to lower water gathering and disposal revenue and $1.3 million attributable to lower MVC revenue recognized in the first quarter of 2026.

Operating and maintenance expenses (exclusive of depreciation) decreased $0.7 million, of which $5.4 million is attributable to lower employee costs charged to us under our omnibus and employee secondment agreements and $1.5 million is attributable to lower maintenance activity.

These decreases are partially offset by $4.9 million attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees and $1.3 million attributable to higher third-party offload fees.

Depreciation expense increased $5.3 million due to new gathering assets brought into service.

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Processing and Storage

Revenues and other income increased $14.5 million in the third quarter of 2025 compared to the third quarter of 2024, of which $7.9 million is attributable to higher gas processing physical volumes, $3.6 million is attributable to higher tariff rates and $3.5 million is attributable to services provided directly to third parties, slightly offset by $0.5 million attributable to lower pass‑through revenue.

Operating and maintenance expenses (exclusive of depreciation) decreased $1.1 million, of which $2.4 million is attributable to lower maintenance activity, partially offset by $1.3 million attributable to higher employee costs charged to us under our omnibus and employee secondment agreements.

Depreciation expense increased $2.7 million, primarily related to suspension of the Capa gas plant project and related engineering cost write off.

Income from equity investments increased $1.5 million, primarily due to higher volumes processed at the LM4 plant.

Terminaling and Export

Revenues and other income increased $4.1 million in the third quarter of 2025 compared to the third quarter of 2024, of which $2.7 million is attributable to higher physical volumes, $1.1 million is attributable to higher tariff rates and $0.3 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $2.9 million, of which $2.3 million is attributable to higher maintenance activity and $0.6 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements.

Interest and Other

Interest expense, net of interest income, increased $5.3 million in the third quarter of 2025 compared to the third quarter of 2024, of which $3.9 million is attributable to higher interest on higher borrowings under our Credit Facilities, $0.8 million is attributable to higher interest on senior unsecured notes, including amortization of deferred finance costs, and $0.6 million is attributable to lower interest income.

Income tax expense increased $12.6 million in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2024 and 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Results of operations for the nine months ended September 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

For the Nine Months Ended September 30, 2025

Processing and Storage

Terminaling and Export

Interest and Other

Consolidated Hess Midstream LP

Affiliate services

Third-party services

Total revenues

Costs and expenses

Operating and maintenance expenses (exclusive

of depreciation shown separately below)

Depreciation expense

General and administrative expenses

Total operating costs and expenses

Income (loss) from operations

Income from equity investments

Interest expense, net

Income (loss) before income tax expense

Income tax expense

Net income (loss)

Net income (loss) attributable to

noncontrolling interest

Net income (loss) attributable to Hess Midstream LP

Throughput volumes

Gas gathering (MMcf/d) (1)

Crude oil gathering (MBbl/d) (2)

Gas processing (MMcf/d) (1)

Crude oil terminaling (MBbl/d) (2)

NGL loading (MBbl/d) (2)

Water gathering (MBbl/d) (2)

(1) Million cubic feet per day

(2) Thousand barrels per day

PART I – FINANCIAL INFORMATION (CONT’D)

For the Nine Months Ended September 30, 2024

Processing and Storage

Terminaling and Export

Interest and Other

Consolidated Hess Midstream LP

Affiliate services

Third-party services

Total revenues

Costs and expenses

Operating and maintenance expenses (exclusive

of depreciation shown separately below)

Depreciation expense

General and administrative expenses

Total operating costs and expenses

Income (loss) from operations

Income from equity investments

Interest expense, net

Income (loss) before income tax expense

Income tax expense

Net income (loss)

Net income (loss) attributable to

noncontrolling interest

Net income (loss) attributable to Hess Midstream LP

Throughput volumes

Gas gathering (MMcf/d) (1)

Crude oil gathering (MBbl/d) (2)

Gas processing (MMcf/d) (1)

Crude oil terminaling (MBbl/d) (2)

NGL loading (MBbl/d) (2)

Water gathering (MBbl/d) (2)

(1) Million cubic feet per day

(2) Thousand barrels per day

Revenues and other income increased $66.2 million in the first nine months of 2025 compared to the first nine months of 2024, of which $18.9 million is attributable to higher gas gathering physical volumes, $17.7 million is attributable to higher tariff rates, $8.4 million is attributable to higher pass‑through revenue and $8.0 million is attributable to higher water gathering and disposal revenue.

Additionally, $7.7 million is attributable to higher crude oil gathering physical volumes, $4.2 million is attributable to services provided directly to third parties and $1.3 million is attributable to crude oil MVCs recognized in revenue upon expiration of shortfall fee credits.

Operating and maintenance expenses (exclusive of depreciation) increased $15.3 million in the first nine months of 2025 compared to the first nine months of 2024, of which $10.9 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $8.4 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, partially offset by $4.0 million attributable to lower maintenance activities.

Depreciation expense increased $5.1 million due to new compressors and other new gathering assets brought into service.

General and administrative expenses increased $2.1 million due to higher employee costs charged to us under our omnibus and employee secondment agreements.

PART I – FINANCIAL INFORMATION (CONT’D)

Processing and Storage

Revenues and other income increased $41.6 million in the first nine months of 2025 compared to the first nine months of 2024, of which $26.2 million is attributable to higher gas processing physical volumes, $9.1 million is attributable to higher tariff rates, $4.4 million is attributable to services provided directly to third parties and $1.9 million is attributable to higher pass-through revenue.

Operating and maintenance expenses (exclusive of depreciation) increased $4.7 million in the first nine months of 2025 compared to the first nine months of 2024, of which $3.1 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, $2.7 million is attributable to higher third‑party processing fees, $1.9 million is attributable to higher pass-through costs, partially offset by $3.0 million attributable to lower maintenance activity.

Depreciation expense increased $2.9 million, primarily related to suspension of the Capa gas plant project and related engineering cost write off.

General and administrative expenses increased $2.1 million due to higher employee costs charged to us under our omnibus and employee secondment agreements.

Income from equity investments increased $2.5 million, primarily due to higher volumes processed at the LM4 plant.

Revenues and other income increased $0.6 million in the first quarter of 2026 compared to the first quarter of 2025, of which $4.8 million is attributable to services provided directly to third parties, $3.9 million is attributable to higher tariff rates and $0.2 million attributable to higher pass‑through revenue, partially offset by $8.3 million attributable to lower gas processing physical volumes delivered by Chevron.

Operating and maintenance expenses (exclusive of depreciation) increased $1.6 million, of which $3.1 million is attributable to higher third-party processing and offload fees, partially offset by $1.5 million attributable to lower maintenance activity and all other costs.

Depreciation expense increased $1.7 million, primarily related to cancellation of the Capa gas plant project and write off of the related costs.

Terminaling and Export

Revenues and other income increased $9.7 million in the first nine months of 2025 compared to the first nine months of 2024, of which $6.1 million is attributable to higher physical volumes, $3.3 million is attributable to higher tariff rates and $0.3 million is attributable to services provided directly to third parties.

Operating and maintenance expenses (exclusive of depreciation) increased $3.2 million of which $1.8 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $1.4 million is attributable to higher maintenance activity.

Revenues and other income increased $7.0 million in the first quarter of 2026 compared to the first quarter of 2025, of which $7.2 million is attributable to higher tariff rates, $0.5 million is attributable to MVC revenues that were previously deferred, and $0.4 million is attributable to services provided directly to third parties, partially offset by $1.1 million attributable to lower physical volumes delivered by Chevron.

Operating and maintenance expenses (exclusive of depreciation) remained relatively flat in the first quarter of 2026 compared to the first quarter of 2025.

Interest and Other

Interest expense, net of interest income, increased $18.9 million in the first nine months of 2025 compared to the first nine months of 2024, of which $29.8 million is attributable to interest on $800.0 million 5.875% fixed-rate senior unsecured notes issued in February 2025, $14.7 million is attributable to interest on $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, $2.2 million is attributable to higher amortization of deferred finance costs and $2.0 million is attributable to extinguishment loss related to early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes.

These increases were partially offset by $25.8 million attributable to lower interest on $800.0 million 5.625% fixed-rate senior unsecured notes that were redeemed in March 2025 and $4.0 million attributable to lower interest on lower borrowings under our Credit Facilities.

Income tax expense increased $34.4 million in the first nine months of 2025 compared to the first nine months of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2024 and 2025.

Interest expense, net of interest income, decreased $1.0 million in the first quarter of 2026 compared to the first quarter of 2025, of which $2.8 million is attributable to lower interest on our senior unsecured notes and $2.0 million is attributable to extinguishment loss, each related to the early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes in the prior year, partially offset by $2.5 million attributable to higher interest on higher borrowings under our Credit Facilities and $1.3 million attributable to lower interest income.

Income tax expense increased $5.2 million in the first quarter of 2026 compared to the first quarter of 2025, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2025.

PART I – FINANCIAL INFORMATION (CONT’D)

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

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

PART I – FINANCIAL INFORMATION (CONT’D)

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The following table presents a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

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

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

On October 27, 2025, we declared a quarterly cash distribution of $0.7548 per Class A Share, to be paid on November 14, 2025 to shareholders of record on November 6, 2025.

Simultaneously, the Partnership will make a distribution of $0.7548 per Class B Unit of the Partnership to our Sponsor.

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

For information related to the Company’s distributions, see Note 6, Partners’ Capital and Distributions and Note 11, Subsequent Events in the Notes to Consolidated Financial Statements .

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.

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.

PART I – FINANCIAL INFORMATION (CONT’D)

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.

For information related to the Company's fixed-rate senior notes, see Note 5, Debt and Interest Expense in the Notes to Consolidated Financial Statements .

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.

For information related to the Company's credit facilities, see Note 5, Debt and Interest Expense in the Notes to Consolidated Financial Statements .

Operating Activities.

Net cash provided by operating activities increased $56.4 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to an increase in revenues and other income of $117.5 million and an increase in distributions received from equity investments of $3.3 million, partially offset by an increase in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $43.2 million and an increase in cash used by changes in working capital of $21.2 million.

Net cash provided by operating activities increased $50.9 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to an increase in cash provided by changes in working capital of $44.3 million and an increase in revenues and other income of $8.1 million, partially offset by an increase in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $1.3 million and a decrease in distributions received from equity investments of $0.2 million.

Investing Activities.

Net cash used in investing activities decreased $22.1 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily driven by the timing of payments for additions to property, plant, and equipment predominantly related to our compression capacity and associated pipeline infrastructure expansion program.

PART I – FINANCIAL INFORMATION (CONT’D)

Net cash used in investing activities decreased $16.7 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by completion of our multi-year expansion of compression capacity and the timing of payments for additions to property, plant, and equipment related to ongoing capital projects.

Financing Activities.

Net cash used in financing activities increased $82.2 million for the nine months ended September 30, 2025, compared to the same period in 2024.

In the first nine months of 2025, we received proceeds of $787.5 million, net of financing costs, from our issuance of the new 5.875% fixed-rate senior unsecured notes due 2028, compared to $590.5 million in proceeds, net of financing costs, from our issuance of the 6.500% fixed-rate senior unsecured notes in 2024.

In addition, we received $341.0 million net proceeds from borrowings under our Credit Facilities compared to $310.0 million of repayments of borrowings under our Credit Facilities in 2024.

We used the net proceeds from the issuance of the new 5.875% fixed-rate senior unsecured notes, along with borrowings under our revolving credit facility, to redeem the $800.0 million notes due 2026.

Our repayments of the term loan facility were $7.5 million higher in the first nine months of 2025 compared to the same period in 2024.

In addition, in the first nine months of 2025, we spent $100.0 million more for share and unit repurchases, paid higher distributions to shareholders and noncontrolling interests of $22.1 million, as well as paid higher transaction costs of $0.6 million compared to the same period in 2024.

Net cash used in financing activities increased $66.7 million for the three months ended March 31, 2026, compared to the same period in 2025.

In the first three months of 2026, net borrowings under our revolving credit facility were $5.0 million compared to $113.0 million in the first three months of 2025, and repayments of the term loan facility were $7.5 million compared to $5.0 million, respectively.

The prior period also included impacts of refinancing of senior unsecured notes of $11.4 million.

In addition, in the first three months of 2026, we spent $40.0 million less for share and unit repurchases and paid higher distributions to shareholders and noncontrolling interests of $7.6 million compared to the same period in 2025.

Capital Expenditures

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The following table sets forth a summary of capital expenditures and reconciles capital expenditures on an accrual basis to additions to property, plant and equipment on a cash basis:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

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Additions to property, plant and equipment

Capital expenditures in 2025 are primarily attributable to continued expansion of our compression capacity and gas capture capabilities and related pipeline infrastructure to meet our Sponsor’s and third parties’ current and future production growth and gas capture targets.

The activities focus on the construction of two new compressor stations and associated pipeline infrastructure, one of which was placed in service in the third quarter of 2025 and the other one is expected to be placed in service in early 2026.

Capital expenditures in 2024 were also attributable to continued expansion of our compression capacity and related pipeline infrastructure.

PART I – FINANCIAL INFORMATION (CONT’D)

Cautionary Note Regarding Forward-looking Information

This Quarterly Report on Form 10‑Q, including information incorporated by reference herein, contains “forward-looking statements” within the meaning of U.S.

federal securities laws.

Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature.

Our forward-looking statements may include, without limitation:

our future financial and operational results;

our business strategy;

our industry;

our expected revenues;

our future profitability;

our maintenance or expansion projects;

our projected budget and capital expenditures and the impact of such expenditures on our performance;

our ability to deliver ongoing return of capital to our shareholders;

future economic and market conditions in the oil and gas industry;

and information about sustainability goals and targets and planned social, safety environmental policies, programs and initiatives.

Forward-looking statements are based on our current understanding, assessments, estimates and projections of relevant factors and reasonable assumptions about the future.

Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements.

The following important factors could cause actual results to differ materially from those in our forward-looking statements:

Capital expenditures in 2026 primarily relate to ongoing gathering system well connects to service Chevron and third-party customers, with the remainder attributable to completion of the compression and gathering pipeline buildout.

Capital expenditures in 2025 were attributable to our multi-year expansion of compression capacity and focused on construction of two new compressor stations and associated pipeline infrastructure.

PART I – FINANCIAL INFORMATION (CONT’D)

Cautionary Note Regarding Forward-looking Statements

This Quarterly Report on Form 10-Q, including information incorporated by reference herein, contains “forward-looking statements.” Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “drive,” “could,” “may,” “should,” “would,” “enable,” “believe,” “intend,” “focus,” “potential,” “project,” “plan,” “trend,” “predict,” “will,” “target,” “opportunity” and similar expressions, and variations or negatives of these words, are intended to identify forward-looking statements, but not all forward-looking statements include such words.

Forward-looking statements relating to the Company’s operations, assets, and strategy are based on management’s current expectations, assessments, estimates, projections and assumptions about the industry.

These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and other factors, many of which are beyond the Company’s control and difficult to predict.

Therefore, actual outcomes and results may differ materially from our current projections or expectations of future results expressed or forecasted by these forward-looking statements.

Among the important factors that could cause actual results to differ materially from those in our forward-looking statements are:

• the ability of Chevron and other parties to satisfy their obligations to us, including Chevron’s ability to meet its drilling and development plans on a timely basis or at all, its ability to deliver its nominated volumes to us, and the operation of joint ventures that we may not control;

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• reductions in the volumes of crude oil, natural gas, NGLs and produced water we gather, process, terminal or store;

• the actual volumes we gather, process, terminal and store for Chevron in excess of our MVCs and relative to Chevron’s nominations;

• the actual volumes we gather, process, terminal or store for Chevron in excess of our MVCs and relative to Chevron’s nominations;

• fluctuations in the prices and demand for crude oil, natural gas and NGLs;

• changes in global economic conditions and the effects of a global economic downturn or inflation on our business and the business of our suppliers, customers, business partners and lenders;

• changes in global economic conditions and the effects of a global economic downturn or inflation on our business and the businesses of our suppliers, customers, business partners and lenders;

• our ability to comply with government regulations or make capital expenditures required to maintain compliance, including our ability to obtain or maintain permits necessary for capital projects in a timely manner, if at all, or the revocation or modification of existing permits;

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• our ability to comply with the terms of our credit facility, indebtedness and other financing arrangements, which, if accelerated, we may not be able to repay;

• reduced demand for our midstream services, including the impact of weather or the availability of the competing third-party midstream gathering, processing and transportation operations;

• potential disruption or interruption of our business due to catastrophic events, such as accidents, severe weather events, labor disputes, information technology failures, constraints or disruptions and cyber-attacks;

• any limitations on our ability to access debt or capital markets on terms that we deem acceptable, including as a result of weakness in the oil and gas industry or negative outcomes within commodity and financial markets;

• reduced demand for our midstream services, including the impact of weather or the availability of competing third-party midstream gathering, processing and transportation operations;

• potential disruption or interruption of our business due to natural and human causes beyond our control, such as accidents, severe weather events, labor disputes, political crises, information technology failures, constraints or disruptions and cyber-attacks;

• any limitations on our ability to access debt or capital markets on terms that we deem acceptable, including as a result of changes in credit ratings, weakness in the oil and gas industry or negative outcomes within commodity and financial markets;

• liability resulting from litigation;

• risks and uncertainties associated with Hess’ integration with Chevron following the completion of the Merger, including the following:

o Chevron’s ability to integrate Hess’ operations in a successful manner and in the expected time period;

o the possibility that any of the anticipated benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period;

o the effect of the completion of the transaction on the parties’ business relationships and business generally, and the risks that the transaction disrupts current plans and operations of Chevron or Hess and potential difficulties in Hess employee retention as a result of the transaction, as well as the risk of disruption of Chevron’s or Hess’ management and business disruption following the transaction;

• other factors described in Item 1A — Risk Factors in our 2024 Annual Report, as well as any additional risks described in our other filings with the Securities and Exchange Commission.

PART I – FINANCIAL INFORMATION (CONT’D)

As and when made, we believe that our forward-looking statements are reasonable.

However, given these risks and uncertainties, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur and actual results may differ materially from those contained in any forward-looking statement we make.

• risks and uncertainties associated with Hess’ integration with Chevron following the completion of the merger, including the failure of Chevron to realize anticipated synergies of the merger in the expected timeframe, operational challenges, the diversion of management’s attention from ongoing business concerns, or unforeseen expenses associated with the merger;

• other factors described in Item 1A — Risk Factors in our 2025 Annual Report and any additional risks described in our other filings with the Securities and Exchange Commission.

Other unpredictable or unknown factors not discussed in this report could also cause actual results to differ materially from those in our forward-looking statements.

Caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date of this report.

Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

PART I – FINANCIAL INFORMATION (CONT’D)

Quantitative and Qualitati ve Disclosures about Market Risk

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Interest rate swaps may be used to convert interest payments on certain long‑term debt.

At September 30, 2025, we did not have in place any derivative instruments to hedge any exposure to changes in interest rates.

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

At March 31, 2026, we did not have in place any derivative instruments to hedge any exposure to changes in interest rates.

At March 31, 2026, our total debt had a carrying value of $3,772.0 million and a fair value of approximately $3,789.0 million, based on Level 2 inputs in the fair value measurement hierarchy.

A 15% increase or decrease in interest rates would decrease or increase the fair value of our fixed rate debt by approximately $67.8 million or $66.7 million, respectively.

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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 2. Management’s Discussion and Analysis