Hess Midstream LP 10-Q

Item 1A. Risk Factors Part I, Item 1A. Risk Factors in our 2025 Annual Report includes certain risk factors that could materially affect our business, financial condition, or future results. Those risk factors have not materially changed. Item 2. U nregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities Our Class A Share repurchase activities for the three months ended March 31, 2026 were as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (In millions) January 1-31, 2026 - - - - February 1-28, 2026 - - - - March 1-31, 2026 1,065,724 $ 39.41 1,065,724 - Total 1,065,724 $ 39.41 1,065,724 - 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. Item 5. O ther Information 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. 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. 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. The Amendment also amends certain references and other terms of the employee secondment agreement to reflect the assignment. All other terms of the employee secondment agreement remain in full force and effect. 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. 27 PART II – OTHER INFORMATION (CONT’D) Table of Contents Item 6. E xhibits Exhibits 10.1 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) 10.2 † * 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. Inc. and Chevron Corporation, Hess Midstream GP LP and Hess Midstream GP LLC 31.1* Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a)) 31.2* Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a)) 32.1** Certification required by Rule 13a‑14(b) (17 CFR 240.13a‑14(b)) or Rule 15d‑14(b) (17 CFR 240.15d‑14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) 32.2** Certification required by Rule 13a‑14(b) (17 CFR 240.13a‑14(b)) or Rule 15d‑14(b) (17 CFR 240.15d‑14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) 101(INS)* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101(SCH)* Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) † Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential. * Filed herewith ** Furnished herewith 28 SIGNATURES Table of Contents Pursuant to the requirements of Section 13 or 15(d ) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HESS MIDSTREAM LP (Registrant) By: HESS MIDSTREAM GP LP, its General Partner By: HESS MIDSTREAM GP LLC, its General Partner By /s/ Jonathan C. Stein Jonathan C. Stein Chief Executive Officer By /s/ Michael J. Chadwick Michael J. Chadwick Chief Financial Officer Date: May 7, 2026 29