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Risk Factors in our 2025 Annual Report includes certain risk factors that could materially affect our business, financial condition, or future results.
−Removed: Those risk factors have not materially changed, except for the below and that the Merger has been consummated, and therefore we are no longer subject to transactional risks in connection with the Merger.
−Removed: In addition, references to Hess in risk factors in the 2024 Annual Report shall be changed to Chevron.
−Removed: Risks Related to the Merger
−Removed: Integrating Hess’ business following the Merger may cause Chevron’s financial results to differ from Chevron’s expectations or the expectations of the investment community, Chevron may not achieve the anticipated benefits of the Merger, and the Merger may disrupt Chevron’s current plans or operations, any of which may adversely affect our business results and negatively affect the trading price of our Class A Shares.
−Removed: The success of the Merger, which closed in July 2025, will depend, in part, on Chevron’s ability to successfully integrate the business of Hess, including our business, and realize the anticipated benefits, including the anticipated run-rate cost synergies, estimated five-year production and free cash flow growth rates, among other anticipated benefits, and anticipated higher returns to shareholders over the long-term.
−Removed: Difficulties in integrating Hess may result in a failure of Chevron to realize anticipated synergies in the expected timeframe, in operational challenges for Chevron’s and our ongoing businesses (including potential difficulties in employee retention following closing), and in the diversion of Chevron’s and our management’s attention from ongoing business concerns as well as in unforeseen expenses associated with the Merger, which may have an adverse impact on Chevron’s financial results.
−Removed: Because we are substantially dependent on Chevron, if the anticipated benefits of the Merger are not realized fully, or at all, or if they take longer to realize than expected, our business, financial condition and operating results could be adversely affected and could negatively affect the trading prices of our Class A Shares.
+Added: Those risk factors have not materially changed.
U nregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
−Removed: Our Class A Share repurchase activities for the three months ended September 30, 2025 were as follows:
+Added: Our Class A Share repurchase activities for the three months ended March 31, 2026 were as follows:
Total Number of Shares Purchased
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(In millions)
−Removed: July 1-31, 2025
−Removed: August 1-31, 2025
−Removed: September 1-30, 2025
−Removed: In August 2025, we entered into an ASR agreement with a financial institution to repurchase $70.0 million of our publicly traded Class A Shares.
−Removed: The final share delivery under the ASR agreement was received in September 2025.
+Added: January 1-31, 2026
+Added: February 1-28, 2026
+Added: March 1-31, 2026
+Added: In March 2026, we entered into an ASR agreement with a financial institution to repurchase $42.0 million of our publicly traded Class A Shares.
See Note 2, Equity Transactions in the Notes to Consolidated Financial Statements for additional information.
O ther Information
−Removed: During the three months ended September 30, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
+Added: During the three months ended March 31, 2026 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: On May 5, 2026, our general partner, Hess Midstream GP LLC, Hess, Hess Trading Corporation (“HTC”) and Chevron entered into a First Amendment (the “Amendment”) to the Amended and Restated Employee Secondment Agreement, dated as of December 16, 2019 (the “employee secondment agreement”), pursuant to which Hess and HTC agreed to second certain personnel to our general partner in support of our operations.
+Added: Pursuant to the Amendment, effective as of January 1, 2026, Hess and HTC assigned, and Chevron assumed, all of their respective rights and obligations under the employee secondment agreement, including the obligation to second personnel to our general partner.
+Added: The Amendment also amends certain references and other terms of the employee secondment agreement to reflect the assignment.
+Added: All other terms of the employee secondment agreement remain in full force and effect.
+Added: The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
PART II – OTHER INFORMATION (CONT’D)
−Removed: Unit Repurchase Agreement, dated as of August 4, 2025, by and among Hess Midstream LP, Hess Midstream Operations LP and Hess Investments North Dakota LLC (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2025)
−Removed: Letter Agreement Re:
−Removed: Second Amended and Restated Gas Gathering Agreement and Second Amended and Restated Gas Processing and Fractionation Agreement by and between Hess Trading Corporation, Hess Bakken Processing LLC and Hess North Dakota Pipelines LLC, dated as of August 14, 2025
+Added: Unit Repurchase Agreement, dated as of March 2, 2026, by and among Hess Midstream LP, Hess Midstream Operations LP and Hess Investments North Dakota LLC (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 4, 2026)
+Added: First Amendment to Amended and Restated Employee Secondment Agreement, entered into as of May 5, 2026, by and among Hess Corporation, Hess Trading Corporation, Chevron U.S.A.
+Added: and Chevron Corporation, Hess Midstream GP LP and Hess Midstream GP LLC
Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a))
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Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential.
+Added: * Filed herewith
** Furnished herewith
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Chief Financial Officer
−Removed: November 6, 2025
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.